I like to consider myself a nice guy. Not monogamous but a nice guy, regardless. This is a semi-true story of an encounter that I would love to have happen again.

My job as a supervisor required that I verify data as it comes in via the phone with a lab to ensure no one tampered with the outcome. That's how I met Toni. I had been talking to Toni for over a year and had become sort of long distance friends, not unlike those that develop on the Internet today. I never had the opportunity to meet her as she worked in a different part of the city.

One day I decided to take the plunge and asked if she would care to meet for coffee after we were off work. Since we both worked for the same employer, albeit at different sites we knew when the other got off work. Imagine my surprise when she accepted and agreed to meet me in a little coffee shop a block from where I worked.

As I was sitting at the counter watching the door, women were coming and going. Some nice, some fine and some just down right UGLY. I thought to my self this is going to be my reward. A slob with knuckles that drags the ground and a killer voice that gave her only one socially redeeming value.

I noticed a lady about 5'4", slender with a cute shape walk into the diner and start looking around. She was wearing a cream button up skirt and blouse with a sweater. Could I be this lucky? This is how Toni said she would be dressed. I rose and approached her, tentatively asking if she were "Toni". To my relief she answered, yes, you must be Peter.

Toni was just gorgeous. I had no idea I would hit the jackpot when I asked her over the phone to meet for coffee. I assumed she was just teasing with the little flirtatious innuendo's that had been passed over the last 12 months. She didn't have the huge tits that most dream of, but she was shapely and totally in proportion to her height and weight. Brown hair and dark brown eyes, a killer smile and slightly over sized lips that lit a room when she smiled.

As we were chatting about work and the responsibilities that each of us had we really started to get to know each other. Talk turned to more personal things when she mentioned she had "no life" other than work and home. Her husband, who was a fat slob and gone for a year was totally neglectful of her and their two children.

I asked how she was going to account for the fact she was going to be late getting her two children and she said she had it cleared with the sitter because she wanted to go shopping.

Now I'm not a shopping kind of guy but if that's what it took to spend more time with this lovely lady, I'd become one. I asked her what she wanted to shopping for. She said clothes. She wanted to go to the new shopping center that just opened downtown. There were a lot of specialty shops there and she wanted to see what they held. So dropping some bills on the counter I took her arm and we left for the center.

I assisted her into my car and was rewarded with an unselfconscious view of a great pair of legs. Going around to the other side of the car I hopped in and noticed she had not rearranged her skirt and the view was getting better and better as we maneuvered through the late afternoon traffic.

The Plaza was a multi-level shopping mall with all the standard department stores and a lot of smaller boutiques. As we walked along and looked into windows, we naturally held hands. Hell I haven't courted like this since high school.

Finding a rather upscale boutique she wanted to go into, I could only agree and follow her in. The place was rather open with the clothes on the racks and plenty of room to move around. The sales lady, wore a tag indicating her name was "Lillian" she was a lady in her late 50's and stylish hair was gracious and attractive, obviously wearing clothes from the boutique. Going from one rack to the other was fun as she held up one outfit after another. She seemed as if she was shedding some of her earlier dreariness and was beginning to lighten up. Holding one particular dress up to her and pulling it tight across her bosom, she asked me what I thought. Without thinking I said, "It would look great on her, especially with the bottom 4 buttons undone."

Smiling, with a gleam in her eye, she said, "Wait here," here being next to a rack that was next to the dressing rooms. The sales clerk asked if that was all she wished to try on and Toni, said, "For now, thank you."

Going into the third stall to try on the dress I noticed the door was left a little open. I had a perfect view of Toni in the mirror as she slipped out of her skirt and blouse. Was I shocked, under the demure skirt and blouse was something out of Fredricks of Hollywood. Tan stockings and matching garter belt, see through French cut panties and the laciest bra I had ever seen. Quickly slipping into the dress, I watched as she buttoned it up the front leaving the top three buttons undone and the bottom four as I recommended. Turning this way and that she then reached down and to my amazement undid one more button on the bottom. This virtually assured that the top of her thigh and the re-enforced stocking top would be visible when she walked.

Stepping out of the dressing room she did a quick turn allowing the dress to open slightly, and asked, "What do you think?"

All I could do was nod and reach for another dress, this one slightly shorter but with a two way zipper that met in the middle allowing her to show as much or as little leg or cleavage as she wanted.

Now I was getting this show from about ten feet away and the sales lady was watching the whole thing and smiling, I could see the calculator going in her eyes as I handed Toni the second dress and she stepped back into the dressing room.

Again I was treated to the show of Toni removing the one dress and getting into the new one. She seemed to be struggling a little with the zipper at the bottom. the one at the top was pulled up to the middle of her cute breasts in that killer bra.

She stuck her head out and asked me to come back and help her. Since there was no one in the store other than the sales lady I quickly moved back to the dressing room. Opening the door slightly she stood there in that dress with the zipper right at the junction of her thighs. The view of her white thighs with the stockings was breathtaking. I also noticed through her shear panties there was not a darker shadow of pubic hair, she must have been totally shaved. Not one hint of hair was visible.

I asked what the problem was and she indicated the zipper was stuck. So kneeling down with my face at pussy level, I gingerly grasped the zipper tab in one hand and put my other hand under the dress to steady the fabric. Tugging slightly to get the zipper down, nothing happened. Pulling a little harder had the effect of pulling Toni into me, following the zipper with her hips causing her pussy to rub against my knuckles.

I heard foot steps behind me. As I turned the sales lady was just coming to our dressing room and asked, Is there was a problem?"

"Only this zipper which seems to be stuck." Toni said.

The sales lady said, "Let me try."

So there I was on my knees looking into an obviously bare pussy, and then glancing to my left and seeing an older lady who was quite striking on her knees struggling with a zipper. The sales lady, while a little older was still built with full breasts and nice hips.

Finally the zipper gave way, and began sliding up and down as designed. Each tug though pulled Toni's pubic mound into the hand of the sales lady as she pulled the zipper.

Standing up, a little flushed, she said, "That should do it." She gracefully backed out of the dressing room and returned to the counter. Toni on the other hand was standing there with a rosy glow to her cheeks and shallow breathing. I looked up into her eyes and they were slightly closed. I asked, "Is this ok?" Indicating the distance from the hem to where the zipper was.

Toni whispered, "Take it a little higher."

Willing to comply I slowly raised the zipper almost to it's original position, just below the junction of her thighs. Then feeling a little bolder I rubbed the back of my hand on her bare thigh, above her stockings. A gasp came from her as she started to sway a little towards me. I moved my hand a little higher. My fingers were just slightly resting on her panties and I noticed they were moist. I slowly started to move them up and down and watched as her panties soaked up more of her juices that were seeping out of her excited pussy.

The aroma from her was an aphrodisiac. Pressing harder into her I started to massage her clit that seemed as if it were a bump, visible through her panties.

I then stood up and looked down at her, my hand still under her dress and leaning down to lightly brush her lips with mine. As they touched I gently caressed her full lips with my tongue, not forcing it in, but just tasting her. I'll tell you I was hard as a rock, all 8 plus inches made a tent in my trousers that was noticeable, not only in length but the thickness clearly showed through.

Toni reached down and took my dick in her hand and I could hear the intake of breath as she measured it's length and breadth. "So hard" I heard her say.

I then pulled the top zipper down to expose the tops of her breasts. It was obvious she never got out in the sun as her skin was white with no interruption. The stockings were darker than the rest of her legs and that contrast was a turn-on.

Kissing her and caressing her pussy was getting to her as she leaned into me and began to grind her pussy into my fingers. Once again dropping to my knees I reached up and slowly pulled her panties down, exposing a totally bald pussy. I leaned into her and casually stuck my tongue out licking up and down her naked pussy. She tasted great.

Pushing her back to the chair that was in the room she sat, and spread her legs even more allowing me full access to a pussy that was dripping juices so much it was running down her legs. Seated, her pussy juices continued to come out as I licked and sucked them, swallowing them as they came out. Just as I stuck my tongue into her again I felt her pussy tighten up and she flooded my mouth with her nectar.

I was perfectly willing to continue, forgetting where we were when she pushed me back and sank to her knees pulling my belt and zipper down to get to my fully erect dick. Standing up I watched as she first licked the head then the underside, almost reverently as if she were worshipping it. Then she took one nut in her mouth and rolled it around then moved to the other. Letting that one pop out of her mouth she then went back to the head of my dick, pursing her full lips to kiss it right on the opening, and then sliding it into her mouth with a friction on her lips that felt better than any pussy I have ever invaded.

Slowly, she licked, sucked and nibbled her way until almost half of my 8 plus inches was in her mouth. Usually at this point a lady will pull back and start over, Toni didn't disappoint me but she did surprise me as she repeated the process of sucking me into her warm mouth taking me further into her until I felt the back of her throat. Then swallowing and pushing she took the entire length of me into her mouth and throat, I could see her throat and neck swell outward with the added thickness of my dick lodged firmly in her.

Pulling back until only the head was in her mouth she plunged down and again took me all the way into her. Swallowing and causing the muscles of her throat to massage my dick. This was incredible. Moaning and leaning against the wall of the dressing room I watched as this demure lady did a number on my dick that I never thought I would see, much less feel.

I could feel my balls tightening up and my dick was swelling up even more as I neared a climax that was going to leave my knees weak. I groaned in passion as I said," I'm cumming." This caused her to back off so that only the head of my dick was in her mouth and she got a mouthful of cum. Not swallowing any, just holding it in her mouth as she rolled it around on her tongue tasting it and letting a little slide down her well used throat.