© 2002 All rights reserved.

I would like to tell you of an extraordinary episode in my life. It was a time of growth and transformation, a sort of rite of passage if you will, that began when I met an amazing woman named Claire just a few days after my 24^th birthday. She lived on the same floor as me in an apartment building that also housed a big indoor swimming pool. It was there that we first met. She was then, by the way, 68 years old.

In spite of her age Claire looked marvelous. Indeed, I had her down for at least 10 years younger than she was. She was tall and full breasted with hips showing just a little middle age spread before merging down into a wonderful pair of long tapered legs.

Claire had an exotic, slightly Slavic caste to her features. She kept her hair trimmed short and colored it a subtle titian red. She also had the most expressive and sexiest blue eyes I'd ever seen. They fairly smoldered with sensuality while her full red lips more than complimented them. Her always-radiant smile showed even, well cared for teeth under a pair of high rosy cheekbones, all set in a complexion always flushed with health but also marked by age. What wrinkles she had though, were mostly laugh lines at the sides of her eyes and mouth. But to me they made her more attractive for the character and warmth they added to her already strong, confident looking face.

I was working out daily in the pool on my doctor's advice. I had fractured my 5^th lumbar vertebra in a nasty car accident and was living with a lot of pain. If I wanted to avoid surgery, my doctor said, then I'd better start working out.

Swimming was his suggested therapy once the bone healed and I went into the pool daily for a vigorous workout.

Claire swam regularly too and otherwise kept herself in very good shape, as was plain to see in the body contained in her one-piece dark blue swimsuit. Her posture was always perfect and her muscles finely toned. In spite of the odd wrinkle and bit of loose skin you would expect to see she was remarkably attractive and, quite literally, statuesque.

After sharing a few conversations after our workouts, something clicked between Claire and me. We found we had many similar interests and opinions, liked many of the same authors and even shared some of the same tastes in music. I was quite surprised to find myself relating so well to someone of her age.

There was also a spark between Claire and I to be sure, but given our age difference I thought the lust was all coming from me. I marveled at being so turned on by someone of her years but being young and naïve, I thought she might be offended if I said anything and I did not want to lose her friendship. I was in no way going to risk that just because my young hormones raged every time I saw her.

Right from the beginning I also found myself enamoured of Claire. It was not just her body either, as nice as that was. It was her whole being. She exuded a kind of sensuous charm almost effortlessly; in the way she carried herself, spoke, smiled and gently touched my shoulder or knee whenever we met, parted or whenever either of us said something funny or dramatic. Then there were her eyes. Making direct eye contact with Claire was deadly. You could feel her sexual energy penetrating the very fibre of your being as you gazed into those bedazzling baby-blues.

It wasn't long before she was inviting me for breakfast after our swim. I would go to my apartment to change then join her in her suite down the hall. There we would alternate with the cooking and cleaning up and then spend a good hour or two together in warm and delightful conversation. I was off work on temporary disability while she, it turned out, was a retired high school history teacher. This happy state of affairs therefor allowed us then to spend as much time together as we wished.

Claire was quite motherly towards me when it came to my back pain, always ensuring my comfort and offering to help me with any heavy chore I had to do. Having someone fuss over me like that was a whole new experience for me. My own mother had been too ill with alcoholism and a host of related ailments to care much for me when I was growing up. I reveled in Claire's kind attention to my needs. I even wondered for awhile what life would have been like had she been my mother instead.

Claire and I occasionally went out together for dinner or a concert as well as frequent walks in the nearby park. We had become fast friends and felt totally at ease in each other's company, that is if you discount the steamy sexual tension that always existed between us, and that forbidden, almost shameful lust that plagued me during every one of our encounters. Claire was not old enough to be my mother; she had one year on my paternal grandmother! Nevertheless, I loved being in her company but felt confused and guilty sometimes too.

Almost from the beginning Claire steered many of our conversation towards sexual matters, which used to drive me crazy. She had been married briefly when young but had stayed single the rest of her life. Her eyes would then go big and round as she told me details of her past relationships and explained how strong her sexual nature was compared to that of most of her lovers. She was never explicit. She only hinted at the naughty bits but that served only to make her stories more tantalizing. She appeared to have experienced a very full and active sex-life and was certainly not shy about sharing it. As God is my witness, I never twigged to the fact that she was actually trying to seduce me. I almost kick myself now when I think back on it.

I was so taken with Claire's sexual confidences, though, that one morning I confessed to her my experiments with homosexuality during college, something I thought I'd never reveal to anyone. They were very hot little affairs but I was deeply ashamed of them.

"Oh my!" she exclaimed, "That is so wonderful, that you were not afraid to try out that side of your sexuality. So many men are so touchy around that subject," she said placing a hand gently on my knee. "How refreshing!"

I looked into her eyes at that moment and saw her warmth and sincerity. Instantly that core of shame I had inflicted on myself those past several years vanished! My experiments on the gay side of life were okay and so was I. In having shared them with someone I loved and admired I was now free to own them. Claire had said so and accepted me for exactly who I was and even praised me for something I thought was meant to be kept a dirty dark secret forever. I told her as much and thanked her.

"Oh, no bother. I am quite bi-sexual myself," she disclosed, much to my astonishment. "In fact, I had a woman lover for many years, a fellow teacher I met shortly after my divorce. I am so glad you understand and that I can tell you about her!" which she proceeded to do. Claire's love affair with this woman sounded like a very warm and passionate relationship that only ended with the woman's tragic death from cancer a few years before. "I have not been with anyone since," she concluded.

This sharing between us only served to deepen our bond and to stoke our smoldering passion for each other. Claire cried when she related the story of her lover's death, and how she'd cradled her in her arms as she drifted into oblivion. More than anything I wanted to reach out and hold her at that moment, but I dared not. I held back, fearing to offend her, that my "lechery" would be discovered.

Eventually of course, our passion for each other was bound to break through our best efforts to hide it. Our feelings for each other finally became stronger than our mutual fears of being rejected. Claire, it turns out, was as scared as I. A 44 year age difference after all, does give one cause for caution.

Naturally enough it began over breakfast. We had both completed our laps of the pool in better than average time and we felt truly proud of ourselves. We even high-fived when I left her at her door and continued on to my place. When I came back for breakfast I had changed into a pair of white tennis shorts and a matching polo shirt. I was still pumped up after our swim.

Claire, I noticed upon entering, had on a thin cream colored cotton blouse and a denim skirt. I also rather quickly spotted that today she was not wearing a bra. In fact, I could now and then make out through the thin fabric of her top the darker shades of her large nipples, especially when they were erect, as they all too frequently were. Then, and not for the first time in her company, I got an instant hard on.

I'm pumped up all right, I thought miserably, glancing down at myself. Wearing only shorts my erection was very hard to miss so I tried to hide it by sitting close up to Claire's kitchen table. I fought with both lust and embarrassment as I continued to catch glimpses of two large succulent pink nipples through her top and felt my rock hard cock throbbing with unrequited desire. I fervently hoped against hope that she wouldn't notice me staring or somehow spot my aching hard-on. I was out of luck on both counts.

"Would you like some more coffee?" she asked me smiling, bringing my gaze instantly from her chest to her face. A wicked little grin appeared there. Busted! She'd caught me looking - damn! I knew it and she knew it.

I immediately turned bright red and mumbled a yes please while madly wishing I could curl up somewhere and just disappear. Moments later she was at my side pouring coffee and, as I turned to allow her access to my cup, she saw it. Old Roger, my John Thomas, had made his presence known. My tennis shorts made me look like a ship of the line in full sail. I was mortified! Then it was her turn to blush bright red as I frantically tried to cover myself with my hands.

"Oh God Claire, I'm sorry!" I whined wondering just how the HELL I was going to get out of this one. "Please don't be offended!" I begged her. Claire stood frozen for an instant, one hand flat against her cheek as she stared in astonishment at my rampant cockstand. Finally, putting down the coffee carafe, she looked directly at me.

"Offended!" Claire laughed. "My dear Tom, that is the nicest compliment I've received in years!"

I couldn't help it. I broke out laughing and Claire joined in. The tension was broken but clearly the moment had yet to resolve itself.

"I'm so glad you feel that way," I told her as our laughter receded. "I - I've been very attracted to you since we first met and I just didn't, uh, well, think that you..."

"... Could possibly be interested in a witty, handsome and charming young man like you?" she finished for me, with a chuckle. "Nooo, of course not!" she drolled mockingly. "Tom, I'm very attracted to you too. But I've been so afraid our age difference would... that you would find me... well, too old and wrinkled and not at all the sort of girl a young fellow like yourself would ever want! Surely you must have dozens of girls your age after you."

"No, Claire! No one's chasing me!" I exclaimed. "That's how I was feeling! I mean, uh, that you'd think I was way too young for you. Oh Claire, no! No never!"

S-So, does that mean-you do? Uh, want me I mean?" she asked tentatively.

Claire's nervousness took me completely by surprise. Here all this time she'd been feeling just as anxious and scared as I was and I never picked up on it! Of course she would be scared, I realized. I felt like a complete, self-centered jerk.

Claire's question still hung there between us, as if suspended by a single strand of hair like the sword of Damocles. I looked into her anxious eyes as I contemplated my answer, knowing full well that I wanted her more than any woman I'd ever met in my young life.

"Of course I do," I said simply. "As if you can't tell!" I said looking down at myself in full display, 'three shorts to the wind', if you will.

"Come here then," she said, taking me by the hand and stepping back to make room for me to stand. "Closer" she whispered as I stood up. We looked briefly into each other's eyes then brought our lips together for our very first kiss.

The feeling of finally holding and kissing this woman, the object of my feverish desire lo these many weeks, was electrifying. Gently I wrapped my arms around her as our lips met and parted and our tongues began their slippery dance around each other. Her lips were so full and soft against mine that I gently bit down on each one as if to test their lush reality. I stayed glued to them for what seemed like hours. Our mouths remained wide open to each other as our tongues probed and tangled erotically together. Finally we broke apart and stared at each other with astonished passion in our eyes. Then she moved her hand down and began slowly stroking my turgid cock through my shorts.

"Oh my God!" she sighed still looking into my eyes as she now gripped my cock in her hand. "Then, is this all for me?" she said with big round expectant eyes. I thought my poor prick would burst from the pressure if she stroked me any more. I had never had an erection like this one!

"Every inch and more," I panted. "You just don't know how badly I've wanted you to have it!" I groaned as her touch continued.

Then, in fulfillment of any number of lustful masturbation fantasies, I reached out and cupped both her big pillowy breasts in my hands. Her nipples were as hard as little rocks against my palms. I reveled in their feel and wanted desperately to suck them into my eager mouth. "Are these for me, then?" I asked her as I watched her eyes close and her head roll back. Claire moaned softly as my hands continued to gently squeeze her soft titties.

"Oh that feels good Tom," she whispered to me. "It's been so long..." She took both my hands in hers, pressed them briefly into her chest, then started moving backwards. "This way Tom, into my bedroom. Right now!" she ordered.

I followed her instructions eagerly. Once inside she sat at the foot of a plush queen size bed that was covered by a fantastically pretty duvet that had bouquets of pastel shaded wildflowers printed on it. White lace curtains adorned her bay window while her dark oak furniture blended superbly into her beige patterned wallpaper. Like Claire herself, the room was elegant and classy.

"Stand there for a moment," she instructed me as she started to unbutton her blouse. "I saw you staring at these so I want to give you a good look." So saying she let the thin cotton garment fall open and slide off her shoulders. Cupping a breast in each hand she held them up to me. "Do you like my titties?" she asked with a little grin.