Chapter 3: Sex with an Older Woman
I looked at her in shock.
"What?"
"Do it to me," she repeated. "I want to see what it feels like. And I can't get that image of your mother out of my mind. You're not the only one who's ever been interested in age play. "
"Ummm.... how young would like to be?"
She licked her lips. "Oh, teen years." She eyed me knowingly. "Maybe about your age. "
My surprise was replaced by excitement, and my cock began to stiffen again.
"My age?" I asked, unsure how to act in case my inference was wrong. I decided to try to keep it is humorous. "Are you sure you'll be able to handle those hormones surges? You know, we all have only one thing on our minds. "
"The same thing many adults have on theirs. Don't think we're so different - we just hide it better." She reached out to touch my arm. "Besides, I have some pretty good ideas how to put those hormones to good use." She smiled. "If you're up for it." Her gaze dropped to my pants. "But I see you are."
I gulped, then tentatively reached out to stroke her leg. She closed her eyes, sighing happily, then opened them again and looked at me."I've never dared show it, David, you being my best friend's son and given our age difference, but I've become almost obsessively attracted to you. There's something about you that resonates in me. I've felt it since you were fifteen, and it's gotten stronger over the last four years. I've felt so ashamed, but the fantasies didn't stop. I used to dream about being your age so I could act on my feelings, and now..."
My excitement had grown, and I smiled reassuringly."I've had the same fantasies," I admitted, withdrawing the control box from my pocket and putting it on the table.
"That's it?" she exclaimed, examining the device and its controls carefully. "It's so small. How can it possibly work?"
"I have no idea, but you've seen the results."
"And now I want to feel them," she finished, handing it back to me.
"Are you sure?"
"Don't worry. I was never a giggler like your mom was - I mean, is."
"No, not that. It's just that I still know so little about this. I can't be sure if there are side effects or...." I trailed off, seeing her laugh.
"And that obviously hasn't kept you from experimenting on just about everybody who's crossed you path. C'mon, I want to try it." She became serious. "Even if there were risks, it would be worth it. This is something I've dreamed about."
"OK." I had to admit, I was so excited, I would have had a hard time stopping now anyway. "I'll start slow, and keep the awareness control on so you can tell what's happening."
With that, we both stood, and I turned on the machine. Kate held out her arms and closed her eyes. "Mmmm. I'm not sure I would have noticed if I weren't expecting it, but there's a slight tingling. It feels nice."
I watched as the faint lines around her eyes and mouth erased. Her hair began to become more red than brown. A few more seconds, and she began to slim down, her breasts shrinking slowly and her slight double chin disappearing.
I paused and cleared my throat."Want to check it out so far?"
She opened her eyes and went to the hall mirror, gasping in welcome surprise.
"I look like I'm in my twenties again," she decided, turning to examine her face and body from different angles.
She appraised her clothes. "This skirt is loose."
She slipped her hand easily in at the waist, then moved her hand to her bust. "And I don't seem to have quite as much up top."
She smiled, then pulled the skirt's wrap open, exposing most of her legs. They were full but firm, a young woman in full maturity.
I must have shown my appreciation in my face because she laughed and let her skirt close again."Keep going, David. You ain't seen nothing yet."
I needed no more encouragement to reactivate the device. She turned back to the mirror, and we both watched the years peel away.Her red hair continued to brighten and became longer. Her face became totally smooth, with a heavy sprinkle of freckles around a button nose. Her breasts shrank again, though it was harder to judge how much because of the looseness of her blouse. I guessed she had reached college age.
"A little more," she whispered. "I want to be younger than you."
In a few seconds, she was. Her skirt crept down, then slipped around her legs, revealing the slim legs of a high schooler. I released the switch to enjoy the view. She noticed, and coyly pulled her blouse farther down over her pelvis, but then looked back to the mirror.
"God," she said, her voice clear and high. "I can't be more than sixteen years old."
She ran her hands over her legs, which were pale and trim, then worked her way up over her abdomen and breasts."These feel so light and firm," she marveled as she rubbed her breasts. She then turned to face me. "What do you think?"
"You're beautiful - gorgeous."
She wrinkled her nose."'Cute' was the expression I used to hear a lot. I think it was the hair. Redheads were 'cute.'"
Her hair was now bright red and slightly curly. Her eyes, face and hair shone with youthful vigor. She stepped up to me, and I realized she was probably an inch shorter as she looked up into my eyes."What do you say we do a more thorough inspection upstairs?"
She traced her finger along my chest, down my stomach and towards my crotch. However, my cock needed no additional stimulation, already fully excited after watching her regression."Uh, my parents....."
"Are screwing like a couple of teenagers," she finished. "I don't think we'll be seeing them for a while. And you know Susan won't be home before the mall closes."
Her fingers reached my cock and massaged it lightly.That was the last encouragement I needed. Kate picked up her skirt and followed me up to my room, fortunately the other side of the house from my parents. I locked the door to be sure.
Kate turned towards me."Well, this blouse just isn't my style any more, not to mention the wrong size."
She unbuttoned it slowly then shrugged it to the floor.Her skin was the alabaster of redheads, set off by her red hair and the pale blue of her underwear. Her bra was clearly too large, the cups loose over her breasts, despite her still full breast size. She was much bustier than my mom at this age."
And this isn't doing much for me now. Besides, I hardly need underwire support anymore."
With a quick release, her hands moved and her bra fluttered off. I caught a quick glimpse of still large, but upturned breasts, capped by pale, almost purplish nipples before her arms crossed over her chest, hiding them again.
"Oh, but I don't know," she smiled teasingly. "I feel positively depraved seducing you like this, me being old enough to be your mother." The young girl laughed. "But then, right now, you're old enough to be your father aren't you?"
With that, she removed her hands, revealing her creamy white breasts in full splendor. The pale, erect nipples were surrounded by puffy areolas which turned them up slightly. She stroked them languidly.
"I remember how proud of my breasts I was. Before I discovered that larger could turn into droopier. It's been a long time since they pointed up on their own. Feel how firm they are."
I needed no other invitation, and stepped over to her, my hand trembling, more excited than by any fantasy. Her smooth breasts were indeed a delight, and I stroked them gently in widening circles before gently rubbing the crinkled, taught nipples.
"Oh, yes," she moaned, then abruptly threw herself against me and kissed me passionately, her tongue probing my mouth. Her breasts crushed against my chest, and she began to rub her entire body against me.
"David, I think those surging hormones may be having their effect. In my fantasies, I always imagined a long, involved seduction, but right now, if you don't get out of those clothes and fuck me, I'm going to go crazy!"
She began ripping off my shirt as I stripped off my lower clothes. In moments, I was also naked, my erect cock jutting out and up, and dripping some pre cum. She exclaimed in delight and fell to her knees.
"Now you'll see some advantages of experience, even in a younger body," she began, before beginning to lick and nibble on my penis. Her fingers began tracing idle patterns on my scrotum and thighs. Then, I gasped as she swallowed my entire shaft and began working on it with her tongue and lips, moving from base to tip with varying pressure and occasionally deep throating the entire length. I looked down at this apparent fresh, young high school girl, her youth contrasting with the incredible and expert technique of her sucking. It was too much, and I let loose a torrent of cum, which Kate swallowed hungrily while continuing to suck and stroke.
"Hmmmm," she finally allowed, licking her lips, "a very nice appetizer, but I'm still hungry for the main course." She stood and winked, then swayed across the room. "I seem to remember you youngsters having remarkable recovery after orgasm - let's see if I can keep you interested."
She began toying with her panties' waistband. "These are just so loose, almost falling off." She turned and they slipped down, exposing her magnificent, firm ass, each cheek smooth and high. She moved them teasingly. "Oooohh, but it feels so good to get them off. Do you mind, David?"
My cock had barely softened, and now quickly hardened again. She turned, smiled and looked me over.
"Oh, but I see you don't mind." She walked back over, giving me my first look at her naked pubes; I noticed her red hair extended to her pussy, though it was somewhat fainter and scarce than on other women I had seen. We locked in an embrace, my cock sliding down towards her pussy, which was soaking wet.
"Ohhh," she moaned, closing her eyes and grinding her pelvis against me. She pulled me towards the bed, then broke our embrace and briefly held be back.
"I've dreamed of getting you into bed, and how to savor it." She lay down and began rocking her body, especially her hips, and held out her arms. "Please."
My excitement was rebuilding to fever pitch, watching this girl, who I could barely remember used to be almost a second mother, writhing on my bed and asking me to take her. I couldn't help feeling that I was the "cradle robber," seducing this fresh young teen. However, my lust overwhelmed the thought, and I climbed on top of her, kissing her full lips and moving down to lick and suck on each erect nipple. As I continued to tease her with my tongue, she reached down and guided my cock into her slick vagina.
She gasped. "My you feel big," she explained with wide eyes. "I guess I've gotten smaller in many ways."
She closed her eyes and moaned as I eased in and out of her. Soon, we began to move in rhythm and build speed. It was a good thing she had sucked me to climax earlier, as it kept me going far past the point I would ordinarily have come. In fact, as I began to drive myself a little deeper, it was Kate who climaxed, her moans becoming drawn out and higher until she cried out, her fingers digging into my back. This drove me over the edge as well, and I released another load inside her while also crying out from the intensity of the release.I remained inside her for several minutes, both of us too overcome to speak, before falling over to her side. We looked at each other, and I noticed she was actually weeping.
She laughed when she saw me looking at her and wiped her tears shakily. "I don't know why," she said. "It was so intense....but there was something else...." her voice trailed off, but she added in a whisper, "like it was the first time...."