Wendy awoke just past 5 a.m. Kenneth lay spooned behind her an arm around her so that a hand cupped one breast. Wendy wore nothing and luxuriated in the warm expanse of Kenneth's body pressed against her.

Reluctantly she pulled herself away and padded into the bathroom. She sat and peed. There was slight irritation of the extremely tender walls of her vagina. No surprise. He had made love to her into the night, first visiting each of her erogenous zones including ones she didn't know she had and maybe had not had previously. He lingered at each spot as he patiently ministered to Wendy's body. He used his hands and feet, his very stiff penis, his mouth, his lips and his tongue, even his chest; setting off repeated orgasms, toe-gasms, ear-gasms, nipple-gasms, my God, an armpit-gasm, before he at long last put his mouth on her swollen and yearning pussy, then plunged his tongue into her vagina withdrew and set upon her shiny wet, warm and pulsing clitoris, lip-nibbling and licking around it. When he sucked the distended little nubbin she entered into a state of delirious ecstasy, squirming and thrusting on his relentless mouth as a crescendo of orgasms overwhelmed her, finally gasping a plea to stop as she could stand no more of the agonizing pleasure. But straightway that he did she implored him, begged him to take her.

"I want you in me," reaching and grasping his prancing cock, rubbing the glans, feeling a slick droplet expressed out of the slot as she fondled him. She felt wild; out of control, her pussy dictating in this moment, more than ready, desperate for union yet once again.

He commanded her onto her knees. She knew what to do. He had shown her how he wanted her positioned when he fucked her; trained her, rejuvenated her pussy and made it, long un-penetrated, accommodate his wonderful muscle and welcome it. Never mind the ache in her hip. He wanted her head down, broad ass up; inflamed vulva waiting between her open thighs; dripping coital fluid and lubricant, out of her mind, "fuck me now" excited as he positioned himself; Wendy on the verge of orgasm yet again, waiting for the indescribable bliss of that first thrust as he impaled her, slamming up against the broad bolster of her ass with strong hands pulling her hips back onto himself. She reveled in his vigor as he stallioned in and out and she had rolling orgasms that made the walls of her vagina squeeze his shaft over and over with remarkable strength. Occasionally he withdrew and massaged her clit with the slick head of his beautiful dick making her groan with intense pleasure, coming yet again. Then the bliss as he again drove himself into her. Both sweaty now, his thighs made a slapping sound as he slammed into her. Her soaking pussy squished as his shaft slid in and out. Throughout she moaned, groaned, cried out at the crescendos and urged him on, "yes, oh yesssss. Oh Kenny you beautiful lover, fuck me," fuck me, give me your cum; cum for Wendy and "aaaaahhh, ahhhh, oooooh, yesssssss," as she came with him; Kenneth straining against her as his own orgasm overtook him, reaching under to grasp her fleshy belly and simultaneously boost her and squeeze her tightly as he strained to probe the last millimeter of vagina just there at her cervix. She could feel his hot dick pulse with each ejaculation and her vagina clamped and re-clamped the spurting organ.

She wiped and flushed. At the vanity she retrieved a hand mirror; then sat on the toilet again and used the mirror to look at her pussy while she spread the lips with the fingers of one hand. Well and truly fucked she thought. Her vulva was crimson and her full inner labia swollen so they protruded between the long full pistolettes of her proud outer labia. She felt as horny as ever she had been in years past, even now at 75. No sex had been as good as Kenneth gave her, preceded by tender albeit sometimes vigorous, loving and extended foreplay until she was consumed with lust. But her body and her sex in particular could not sustain the sort of rampant fucking they had torn from each other earlier; not like she could fuck in her younger days. She took as much hormone therapy as she could convince her gynecologist to prescribe, risks be damned, and supplemented the juices her pussy secreted with good quality lubricant. The Bible said threescore and ten years was the allotted time of man. Well, she was beyond that by half a decade. So as far as she was concerned she was playing with the house's money.

But just now it was good he would make the long seven hour trip home to his wife, at 37, three years younger than Kenneth. The four days he was away home would give her pussy a respite. She would need to awaken him and get him going. The horny beast, she thought, smiling inwardly. He will wake up with that hard on and be wanting sex before he leaves. What would you call that, she wondered, warming up for the main event? The old mare getting the stallion hot for the thoroughbred (bed?) filly? It didn't matter, she and Donna had a unique understanding; the key that had unlocked the way into his heavenly embrace and body. Well, she would give him a blow job, a quickie to sustain him until got home to the mother of his three children and Donna could get from him the sex she missed so much in the days and weeks he was away on the construction project. The man was amazingly virile. Despite making love until she could go no more and his multiple ejaculations, she knew there was no doubt that he would be able to service Donna vigorously. She pushed away the unwelcome thought that this arrangement that made him her lover would end when he finished his work and moved on to the next job somewhere else.

Standing now in the bathroom doorway she looked at her 40 year-old lover, naked and asleep. Her heart did a somersault. He was so beautiful, possessed of a hard body, with little fat, kept fit by the strenuous work he did as a foreman on the massive university hospital project that had flooded her town with construction hands. Mayor Monica Hawkins had appealed to residents with spare bedrooms to accommodate workers if they could. Wendy had two unused bedrooms and no one else living in the house for the past 10 years after Frank's death. So she put her name on a list and the first person who showed up was Kenneth.

He was in hardhat, boot cut jeans and a flannel shirt, wearing pull-on steel toed work boots. He was about 6 feet tall; dark hair with some gray showing, nice eyes, a dazzling smile and an unaffected charm. Never mind also a very cute tush that she checked out as they climbed the stairs to look at the two available bedrooms and decide which, if either, he would choose. She noted that he smelled good too; some sort of men's cologne and warm male smell, the two mixed in an odor that made her center warm as she sniffed it in his wake. Wendy chastised herself for thinking about him that way. But she crossed her fingers and anxiously waited for him to decide.

"If you want I can provide some meals as well, she said. And you can use the living room, dining room, kitchen if you want to do some cooking. Your bathroom will be the one at the end of the hall. This will be your room unless you like the other one better. This one is a little bigger."

"Yes, Miss," he said as they entered. "May I just try the bed for a second?"

"Oh, well, of course," Wendy replied. "Make yourself at home."

He stretched out on the bed, face up, letting his feet dangle off the edge.

Wendy could see the swell in his jeans where his "package" made an inviting bulge.

"I like this bed better than the other one," Kenneth said. "How much?"

"$250 a month $350.00 if you want board as well as room"

"Deal," he said with an endearing smile that made him look like he was a teenager again.

So Kenneth moved in. That was two months ago. Wendy was very happy to have his company and they fell into a pattern where he would return from work, shower, have a beer and watch some news then dine on whatever Wendy prepared. Although he had to be up very early she made it a point to get up and fix him something for breakfast. She took to arranging her hair and putting on her makeup before joining him in the kitchen, well covered by her long terry cloth robe and "birth control" flannel pajamas beneath. Initially he objected to her rising and serving up breakfast but Wendy brushed it aside and continued. She loved being with him like a wife each morning before he left for the construction site. Every day he called his real wife in the evening.

He worked seven days a week. Once each 45 days he had six days off and made the 700 mile flight home to see his wife, Donna, and the children, a son and daughter; pictures of all of them on the dresser in his room at Wendy's house. Wendy imagined the passionate lovemaking that must take place when this virile man was once more in his hot wife's arms.

Wendy and Kenneth had their first sex together, (although it might have come about otherwise in any event), as an outgrowth of Wendy overhearing his end of a telephone conversation with Donna, Kenneth's wife, and a subsequent, quite remarkable phone call from Donna to Wendy. Wendy had gone to the laundry room and Kenneth was sitting out on the deck. Apparently he thought Wendy was in the front of the house in the living room and out of earshot. He did not know the laundry room window was open to let in a breeze. He spoke quietly and intimately. Wendy, feeling a bit chagrinned, nevertheless eavesdropped. (What follows is Kenneth's end of the conversation that Wendy could hear. The reader will have to use her imagination to complete Donna's end of the conversation.)

"Oh baby, I miss you too."

"It is hard not being able to fuck whenever and as much as we want."

"Don't be silly. I could never do that. Anyway I've no time to play around even if I wanted to."

"What? You say some outrageous things Donna. She's old enough to be my mother. I don't know, maybe in her sixties or more, I can't really tell."

"Yes, I like her. She's a loving and generous person and feeds me too. Got some extra padding but looks pretty good for her age. But that's not something to start thinking about."

"She has been fixing her hair and makeup before she comes down to make my breakfast. Well, yeah she makes my breakfast. No she didn't start to fix herself up like that until after I moved in, I'm pretty sure. OK, let's say she does, that doesn't mean I'd do anything about it."

"You are a piece of work, you know that? I haven't talked about her as much as you say. Yes. She has all the parts that a woman has as much as I've seen any. I don't know. How would I know? She'd have to be naked for me to know that. They're nice, sure. Yes, bigger than yours but she's put on a few extra pounds over the years. No I haven't seen them. Christ Donna, she's a nice older lady who is happy to have a guy around, nothing more."

That's what you think, buster, Wendy thought.

"Honey, if you can take it so can I. I do go solo when the need builds up and I think about you. Look, it's not a matter of you not being jealous. I'm your guy. Besides I can't ask her something like that," she'd have me out on my ear."

"For God sakes, I'm only so strong. OK, yes if I thought you'd understand and not be hurt and she walked into my bedroom naked I might, you know; aw this is ridiculous."

"Huh? Now Donna don't you dare do that. You'll get me thrown out and I might not be able to find another place. This town has filled up with construction workers. So you just behave. Hell, she might have me arrested if ... for something like you're suggesting."

Wendy felt the color rise in her cheeks. She drew the only reasonable inference she could in overhearing just Kenneth's end of the phone conversation. Clearly Kenneth's wife had suggested that he seek intimacy with her, with Wendy. Perhaps the man's wife have been teasing him, albeit in an odd way. But that didn't really fit as an adequate explanation. She went to bed later and had a good deal of difficulty getting to sleep, turning over in her mind the half-conversation she had overheard. She could not stop thinking of Kenneth a few steps away in his bedroom. She could not stop thinking of his remark, if "she walked in my bedroom naked, I might..." Sometimes the punishment for bad behavior comes right along with the behavior she thought. I'm being silly but I'm horny and that's a fact; doesn't matter how old I am. And he's horny so ... She sighed and put her hand on her vulva and soon lost herself in masturbation; rubbing her clit vigorously until she had a wracking orgasm. Then, satiated for the moment, she finally slept.

The next morning she thought he looked at her differently than ever before. More the way a man's gaze gets when he is sizing up a woman as a sexual partner. She felt the color rise in her cheeks. He kissed her warmly on the cheek and lingered there for several beats before he left.

"Thanks for everything, Wendy. One thing, if my wife calls just keep in mind that she can have a very weird sense of humor sometimes. I hope you'll just overlook anything silly that she may say. I love her dearly but I can't always control her."

"Don't worry Kenneth. It will be fine if she calls." When Kenneth was gone, Wendy slumped at the kitchen table and fanned herself. She was in a turmoil. "Fine" she thought, hah! Consciously she didn't know how she would react, what she would say if Donna laid it all out on the table. God knows she wanted sex. Chronological age be damned. She had wandered in a sexual desert since Frank's death. Almost ten years without a man. The possibility of being a surrogate for Kenneth's wife pulled at her body like a magnet. Would Donna actually, not only agree to such an arrangement, but also sanction and promote it? More fundamentally, was she, Wendy, up to it?

She went to the supermarket. Came home and put the groceries up. Made herself a sandwich, watched the news and managed to take a catnap. Shortly after 2 p.m., the phone rang.

"Mrs. J, hi this is Donna, Kenneth's wife."

"Why, hello Donna, Kenneth speaks of you quite often, " Wendy said. "But I'm afraid he's not here now."

"Oh, that's alright. I'll talk to him when he calls tonight. I called because I want to chat with you; girl talk, just the two of us. Is that okay?"

"Well, I will be happy to chat with you Donna, although I am more 'old gal' than girl anymore." Wendy had a pretty good idea already of what Donna wanted to talk about. Nevertheless, she wanted to let Donna bring out what she wished to discuss so she said, "What sort of girl talk did you have in mind?"

Donna giggled. "We could talk about Kenneth, Wendy. I love him so much and, from all I've heard from him, I think you are quite taken with him."

"He is a wonderful man. I was a bit concerned when I decided to rent to the construction workers. I was so lucky that Kenneth chose my home. I've enjoyed having a man in the house and Kenneth is certainly all man, isn't he?"

"Oh, he is VERY much a man, Wendy, may I call you Wendy?"

"Of course you may, my dear. And I know what you mean by very manly. It must be very difficult for you to be without him for such long periods."

"I am glad that you mentioned that Wendy. It is hard for me. I think about him when I go to bed and it is often very difficult to get to sleep unless I, well you know..."

"I understand Donna. I am old but I know what it is for a woman to need a man, her man. I haven't had a man in my bed for years. Sometimes you just have to relieve the tension."

"Exactly. You know it is very, very hard for Kenneth, too. I try to give him as much loving as I can when he gets home and I know I satisfy him. But then when he's gone without for four days, then five and six, then weeks, it gets hard for him. Solo just seems to make him need it more, you know what I mean? And Wendy, I get worried that he will just get to needing a woman so bad that he'll be out running around. And there would be plenty of horny women out there who'd love to get him in bed. I'm afraid I'll lose him. We need this job and the money is really good but we need each other. Not having each other is harder for both of us than we thought it would be when he took the job. I just don't know."

"This is difficult for you isn't it Donna? But this is not my first rodeo, as Frank, that's my late husband, as he used to say. You won't offend me. Go ahead and tell me now what is on your mind."

"You're right Wendy, this isn't easy. But, well since you are right there with him could you, you know, like help him when he needs it so bad? It would be doing me a huge favor, because if he could come to you, then he won't be looking for someone out on the streets and in bars. Oh Wendy it would really be ok with me and from what Kenneth tells me, I think you would enjoy him. Lots of older women your age are still in the game. He does excite you some. Isn't that so?"

"If I stood in his doorway naked," Wendy said, "do you think he would take me into his bed?"

"Oh my God, Wendy! Did you overhear Kenneth talking to me yesterday? Oh you must think I am terrible."

"Of course not, Donna. But yes, I had a moment of weakness and I listened to Kenneth's end of your conversation with him. I was very surprised as you can imagine. But what I heard excited me a lot. Kenneth is a gorgeous man."

Wendy continued, "But let's put that aside for the sake of discussion. Have you thought this through? Why do you think it will be different for you if Kenneth has intimate relations with me rather than someone young or more his and your ages? I am still another woman having what is supposed to be yours. Is it the fact that I am elderly that leads you to think you can accept Kenneth having relations with me? And one other thing, Donna, "What about me; my emotions? If I give myself to your husband I am inevitably going to become emotionally involved; the more love-making we do, instead of just getting sex from each other the more I am going to want him, even though I can't have him, other than temporarily."

There was silence from Donna and Wendy waited. Finally Donna spoke, "Oh Wendy, I am so sorry. I did think if he got satisfaction with you he would not fall in love ... that he would see; that you both would see this could only be temporary, that your age difference would keep him from leaving me where if he took up with someone his age he might decide to leave me for her especially if she was better in bed than I am. I guess my thinking is that you would be a surrogate for me rather than a rival."

"And Wendy, Kenneth could not just have sex with you; he is acutely anxious to make sure his partner is satisfied. He doesn't just want intercourse, 'wham, bam, thank-you ma'am.' He makes slow love and takes a lot of his pleasure from pleasing his partner. So I suppose it could be hard on you emotionally when the job finishes up and he comes home. You're right Wendy, I didn't think about your feelings. I am truly sorry I've upset you."

"Donna, you've been very honest in your answers and I admire you for it and appreciate your candor. I'm not upset. The truth is, you've opened a door for me to turn a fantasy into reality. Why don't you and Kenneth have your evening chat and discuss this again? We'll put off any decision for 24 hours to give us a little more time. Once Kenneth and I are intimate, that is if we are, it will change all of our relationships and we will not be able to return to the status quo. Would you like to call again tomorrow evening and tell me what the two of you have decided and then you can find out what my decision is as well."

Donna agreed and they rang off. It worked out but not quite as they envisioned.

That evening when Kenneth returned from work they had dinner and talked about nothing important. What was left unspoken weighed in their minds and occupied their thoughts far more than their somewhat strained table talk. After dinner Kenneth helped clean up the kitchen then excused himself to call Donna. It was just as well because Wendy needed some time to herself.

I am 75 years old and I still want sex, Wendy thought. She knew from surfing the Internet that she was not alone. There were other women her vintage and more who still wanted to be held and cuddled and stimulated to lust by a willing, capable and considerate partner. A tall order, she reflected, given the general mortality rate of men who do not live on average as long as women. How many women her age would have the opportunity to have what was being offered to her; not by the aggressive come-on of the husband but by the anxious appeal of the distant wife? A Latin phrase she once heard swam up into her consciousness. Carpe diem, she thought. Seize the day. When you're playing with the house's money it is no time to deny yourself an opportunity offered. What had the Welsh poet Dylan Thomas written? "Do not go gentle into that goodnight." She made up her mind. She would give herself to Kenneth if he wanted her. She knew instinctively that Donna would not change her mind. Wendy would deal with the corollaries of her choice, known and unknown, as they presented themselves.

Her mind made up, she went to bed and slept peacefully.

The next afternoon Donna called once more. She and Kenneth had discussed the arrangement thoroughly and he had agreed, admitting that the thought stimulated him and his excitement in turn arousing Donna.

"Don't get so turned on," Donna cautioned, that you have to give yourself a relief cum. Save it for Wendy."

Breakfast was a bit strained as each of them thought about "the arrangement" not yet consummated. Kenneth took his lunch pail and at the door he hugged Wendy and kissed her cheek warmly.

"We'll talk when I get home," he said.

"Yes, we should," Wendy said. She watched him climb into his pickup and only when he had driven off down the street did she close the front door.

Donna called again in the afternoon.

Wendy told her, "I am willing to accept that I cannot have him permanently no matter how much I might come to care for him. So ... If I am convinced that it you truly endorse and want this; that it really would not harm your relationship with him, I would love to give myself to Kenneth. But he has to be comfortable with your acceptance and with himself. And, Donna I can only do this if Kenneth asks me. Donna, I'm no prize. There's a big age difference. My body looks nothing like yours. Kenneth's shown me pictures. It's been so long I'm not sure how good I can perform. I might not be able to satisfy him."

"If he asks, will you try Wendy? Please? And Wendy you might be surprised but if you'll be a little flirty I think it will make him want to ask. He won't be able to help himself because he's so horny."

Before dinner Wendy put on a button front spaghetti strap sun dress with a scooped neckline that showed a generous amount of cleavage. Her bra lifted her full breasts and her panties, on impulse were left in her dresser drawer. It made her feel wanton and warmed her groin. When Kenneth sat down to eat that evening (Wendy fixed breaded pork chops, pan fried potatoes, peas and a lettuce, tomato and cucumber salad with balsamic vinegar dressing and served up still oven warm chocolate cake for dessert.) Wendy served him, leaning over and lingering to let him get a good look down her dress. He did not disappoint. She felt the color rise in her neck and moved away to sit opposite him, her straining nipples now clearly apparent where they pushed up her bra and bodice. It pleased her that he greedily drank in the view of breasts and bra, probably her bare skin to the waist too. She poured each of them a glass of the cabernet she had been saving. He immediately drank half and she refilled his wine stem.

Kenneth said, "Wendy you look right fetching in that dress. I don't recall seeing you in it before and I'm sure I would remember if I had. You know, I'm surprised you don't have any men trying to win over a fine looking widow lady like you."

"Thank you, Kenneth. I love a compliment about my looks, even if I'm old and overweight. You've made me blush." Wendy leaned forward, ostensibly reaching for the salt shaker so that he could get another good peek down her front. They looked at each other and he tried not to but he broke eye contact and looked down the front of her dress. Wendy again felt the pleasant warmth in her groin.

Kenneth cleared his throat and asked, "Did Donna call you today?"

"She did, yes."

He drank half his glass of wine. "So what did you talk about.? I'll bet she had some crazy notions." Wendy was bemused with Kenneth. She had not seen him as tentative and uneasy as he was just in that moment.

Wendy smiled, "It was not 'what' we talked about it was 'who'."

There seemed to be a little charade that Kenneth needed to play out. Wendy readily accepted his need to approach her in his own way. She too was tense with anticipation.

Kenneth put his fork down and wiped his mouth with the cloth napkin Wendy always set out.

He knew she meant him. "Darn," he said. "Donna has a mind of her own. She gets a notion and won't let go. I hope she didn't say anything foolish or that might have been out of line. I sure don't want you to tell me to pack up and get out."

"Goodness," Wendy said. "I wouldn't put you out Kenneth. Why would you think that? Over something you think Wendy might have said that would offend me? I like your company very much Kenneth. It is a pleasure to have a nice handsome man in my house. What do you think she might have said?"

Wendy was toying with him, knowing very well what Donna had proposed was something Kenneth had talked to her about and he was edging towards it. She took a long drink of her wine. She felt more pleasant warmth in her groin and knew her sex was moistening.

Kenneth drew a deep breath and let it out slowly as he spoke, "She probably said something about my needing it a lot and being hard to keep from looking for a woman. She probably said she was afraid she'd lose me to another woman being apart so much. And I'll just bet she asked you if you'd help keep me satisfied, while I'm here on me job. She told you it would meet with her approval and that it would be good for both of us. Is that about right?"

He abandoned the gloss that Donna's call was just her quirky way of joshing. He stood and ran his hand through his thick hair and rubbed his face. He had put on shorts and a tee after showering when he got home. He emptied his wine and refilled his glass. Wendy could see by the bulge in his shorts that the discussion had aroused him. She longed to caress that bulge, to hold it and rub it, to take it in her mouth.

"Yes, that's about right," Wendy said simply. She could feel moisture in her armpits and on her upper lip dew began to gather. She almost trembled with the excitement that grew in her eager body. Memory of sexual gratification, of being taken by a man soaked with lust in anticipation of having her, sprang into her consciousness with urgency.

Kenneth leaned on the table with both hands flat palms down. "What is your answer, Wendy?"

"I, well, what I said was I would, if you would have me, old as I am and not so much to look at anymore." The words tumbled out of her. She rushed on, "I told Wendy that I had to know she was really okay with us having sex. I told her I did want you but I didn't know if I could satisfy you. And I said that you would have to ask me first."

Wendy blushed from her chest to her hairline. She had gotten it out; said what she needed to say. Would he respond as she hoped?

"This has got me feeling pretty randy," Kenneth said. "I have thought about you, about coming on to you, what it would be like to get it on with you. I'm so horny and I do want you."

Wendy opened her arms wide to him in response. He stepped over to her and put his hand on her cheek and she clutched his hand with her own, moved it so she could press her lips to it and smell his smell.

"I think you're the sexiest landlady I've ever had," he said smiling.

"That could be flattering Mr. construction foreman, if I knew how many landladies you've had.

"Only one," he said with a grin.

"I might surprise you with this old body. Kiss me, Kenneth."

Wendy turned her face up to his, already descending. They kissed lightly several times, then he kissed her neck and her cheeks, and her ears. His breath smelled of the wine they had drunk. Then with unspoken agreement they both opened their mouths and French kissed, invading each other with phallic tongues. It made Wendy's pussy throb. Finally they stopped out of breath.

"Wendy, you are a damned fine kisser." Kenneth's voice was thick with lust.

Wendy was still seated. She put her arms around Kenneth's hips as he stood by her chair. She hugged him close and could feel his straining erection confined in his underwear.

"Oh, Kenneth I've wanted to hold you, be held by you from the moment you appeared at my door. " She rubbed her cheek against his groin, pushing against the engorged protrusion. She put her mouth on the bulge and exhaled ho t breath that sank through his shorts to flow around his cock.

He gave a long sigh. "Wendy, that feels good. Do you suck cock Wendy? I'd like it if you would suck mine."