It was a rather warm day in Virginia again, which by itself, isn't
unusual. What made this day different was that it allowed me to meet a
most charming younger woman named Lilly.
I'm an older man, in my late fifties and most women don't look at me
twice. It's not that I'm unattractive; I have been told that I am easy on
the eyes and that I don't look my age. I'm a big guy, six foot three and
two hundred thirty five pounds. I have long hair and a beard that I keep
I was in a grocery store on this particular day, looking at the fresh
fruit and vegetables, trying to decide which kind of melon I wanted to
buy. I happen to look up and standing next to me was a good-looking woman
dressed in a pair of shorts that showed off her ass to its best advantage.
She was short, maybe five foot four or so and had ash blond hair that fell
over her shoulders. I couldn't help myself as I noticed her breasts were
round and full, maybe a forty C cup. I could tell that she wasn't wearing
a bra and it appeared that she didn't need one either. What really caught
my eye though, were the two small wet spots on her blouse that were in
front of her obliviously large nipples.
I have this thing, this fetish I guess you could say, about a woman that's
nursing. I have dreamt about being able to suck on a lactating woman's
tits as we made love. Maybe it goes back to my c***dhood and the fact that
I didn't nurse as a baby; I don't know.
I nodded my head in greeting and she smiled at me and went back to
checking out the produce. I had to try and get to know her; I just had
too. I watched her as she bent over to pick up an orange and as she did, I
was rewarded with a look down her blouse. Oh my God, her tits looked
great. I could see all the way to her nipple and just as I had suspected,
it was large and damp looking.
She held the orange up and looked at her chest and back at the orange. She
shook her head and laughed lightly.
"Could I bother you for your opinion about something?" She asked out of
"Sure, how can I help you?" I replied.
"My husband said that my boobs weren't as big as an orange and I decided
that I was going to see for myself."
"Well, it looks like your breast is bigger but it's hard to tell with that
I put my hand on top of the orange she was holding and gently squeezed it.
"This is the only sure way for me to tell which is larger." I said looking
right into her beautiful green eyes. She looked at me for a minute or two
and then smiled and looked around her to see if anyone was nearby. Seeing
no one, she undid the top two buttons of her blouse and pulled it aside,
exposing one of her breasts to my gaze.
"I have no idea why I'm doing this; I mean I don't even know you or
anything." She said, as she looked around again.
"Allow me to introduce myself then, I'm George."
Well, George, it's good to meet you as well. My names, Lilly."
It felt kind of strange shaking her hand while her tit was out, but that's
the way it was and we were both struck by the absurdity of it all and
"Well, are you going to touch my boob and check or what?" She asked as her
I slowly reached towards her chest and placed my large hand around her
breast and squeezed lightly and by doing so a drop of milk slid out and
dripped off the end of her nipple and into the palm of my hand.
"Oh God, it's wonderful." I whispered to myself but she must have heard
"You mean you like it? You like my full of milk tit?"
"God yes, I love it." I replied to her, as I caught myself licking my
"Is it bigger than an orange, George?"
"Much bigger, Lilly, and it feels so very full and heavy." I said, as I
wiped my brow.
"George, may I ask you something?"
"Yes, anything, Lilly."
"I'm going to be honest with you, George. I'm not attracted to you, I mean
your nice looking and all but, I have this recurring fantasy of having an
affair with an older man; especially one that seems to like a woman that's
got tits full of milk. I'm not asking you to have sex with me but I find
it very stimulating to have my tits sucked. You see it's been a while and
they're full and starting to hurt me from the pressure. I could use your
help in relieving some of that pressure, if you're interested that is. Are
I stood there in front of her with my mouth open in surprise. She closed
her blouse and looked at me, her eyebrows arched as she waited for my
"Yes, very interested, Lilly. I just live around the corner from here and
we could go over to my house if you want."
She thought for a moment and looked down at her left hand and the wedding
ring on her finger. I saw her slip it off and put it into her purse.
"Ok, for the next hour or so, I'm not married and you're just going to do
me a favor, right?"
"Yes, that's right" I said in my most friendly manner.
"Lead on then, Mr. George."
We left the store without making any purchases and started to my truck.
Some clouds had covered the sun and it was actually pleasant outside. We
decided to walk the short distance to my house. We passed the short time
with idle chitchat, never bringing up why we were going to my house and
what we were going to do once we arrived.
I couldn't believe my luck. After all these years I was going to actually
get to live my fantasy and with a young good-looking woman like Lilly to
boot. My thought's whirled around in my brain as we walked and I looked
over towards Lilly and saw her breast's bouncing with every step. I felt
my cock start to stiffen and tried to will it back into submission, but
unfortunately, without much success I'm afraid.
Arriving at my house I unlocked the front door and let Lilly enter before
me. She walked in and looked around, noticing all the framed photographs
of women adorning the walls and the lack of clutter in my living room. I
led her to my couch and she sat down, leaned back and crossed her legs.
"So Mr. George, tell me how you want to do this? Do you want me to just
unbutton my blouse or should I take it off for you?"
"Oh God, Lilly, please, take it off."
She uncrossed her legs and sat straight on the couch. Her fingers went to
her buttons but her eyes never left my face, watching my reactions, as I
waited for her to remover her blouse. She teased me by pulling one side of
her blouse away from her breast and then covering that one and uncovering
the other. She finally bared both of her beautiful breasts at the same
time and then removed her blouse completely.
I just stared at her chest; her milk-swollen tits were right in front of
me and watched as she cupped them in her hand and offered them to me. I
sat down on the coffee table in front of the couch and put my knees
between her legs.
"Suck my titty, George. Suck my milky titty." I leaned forward and slowly
took her breast in my hand, my tongue flicking across her nipple and then
sliding around her areole until I finally allowed my mouth to cover her
nipple and began to suck.
I was in heaven and I think that she was enjoying my suckling too. She put
her hand on the back of my head and drew me to her; a soft sigh escaping
her mouth as I lightly bit and teased her nipple. I felt her milk begin to
run out of her tit and into my waiting mouth. I sucked and touched and
played with her tit to my hearts content. Like I said, I was in heaven.
When I had sucked all her milk from the one breast, she switched me to the
other. I happen to glance down and noticed a wet spot on the crotch of her
shorts and figured that this was a turn on for her as well. I kept sucking
and she held my head tighter to her breast and her wet spot was growing on
I had no intention of doing anything other that what she had asked me to
do, but seeing her wet crotch; I couldn't resist and put my hand against
it. I heard a sharp intake of breath, surprise perhaps, and then she
pushed her hips against my hand and moaned into my ear.
I could feel her heat through her shorts as my fingers rubbed along the
outside of her pussy. Her moans increased and she pushed herself harder
against my hand. I tried to slip a finger inside one of the legs of her
shorts, but the material was too tight against her skin. She didn't say a
word but stood up and undid her shorts and pushed them down around her
ankles and sat back down. She opened her legs again and took my hand and
pressed it against her very wet and warm pussy.
** ** ** ** **
As my hand made contact with her pussy, I heard her take a breath and she
"Oh, George, that feels so good. You've made me so hot sucking my tits,
now put your fingers inside my pussy and make me cum."
I slid two of my fingers up and down her wet slit, stopping to rub her
enlarged clit. Her breath was coming in small gasps and her eyes were
closed as I played with her wet pussy. I pressed my hand against her mound
and her pussy lips parted, allowing her juices to seep onto my hand. I
asked her to open her eyes and she watched me as I brought my
juice-covered fingers to my mouth and sucked her essence from them. She
moaned deep in her throat and opened her legs as wide as she could with
her shorts and panties still around her ankles. Not satisfied, she finally
kicked them off her feet and brought her ass closer to the edge of the
My cock was as hard as I could remember and it was uncomfortable in my
pants but I didn't want to stop what I was doing to her just yet. I
slipped two fingers into her hot hole and began to finger fuck her. She
moaned again and her hips pushed hard against my fingers trying to drive
them further inside her. I added another finger and soon was fingering her
cunt with three of my large fingers deep inside her pussy.
She took one of her tits and f***ed its nipple into my mouth and told me
to suck it hard while I fingered her. I could taste her milk as it ran
freely into my mouth and I swallowed all she had to offer.
My fingers were moving in and out of her pussy, my thumb was flicking her
clit with every insertion and she was almost climbing the walls with
ecstasy. Her legs slammed shut and she shuddered, throwing herself back
against the rear of the couch.
"Oh God, I'm going to cum," she said, "I'm cumming with your fingers in my
Her juices ran out of her wet pussy and coated my fingers and hand to the
wrist. My cock was so restricted in my pants that I couldn't stand it
another second. I stood quickly and unbuckled my belt and dropped my jeans
and underwear to my feet, my rigid cock standing at attention in front of
her surprised face.
She placed her hand slowly around my shaft and started jacking me off. Her
head suddenly dipped forward and the tip of my cock disappeared inside her
mouth. I placed my hands on my hips and thrust my cock forward, urging her
to take all she could, deep into her mouth. She had her other hand
kneading and tugging at her stiff nipple on one of her milk-swollen tits
and small streams of milk were trickling out and dropping onto her legs.
I couldn't hold back any longer and told her I was going to cum at any
second. She pulled her mouth away and kept jacking me in a steady fast
rhythm, my cock pointed right at her swollen titties.
"Cum on my titties, George." She cried, "Shoot you're hot cum right on my
milk-filled tits and cover them with your sperm."
My balls contracted and I felt a spasm from my twitching cock as the first
white blobs of cum flew across space and splattered against her
milk-swollen tits. She used her other hand to rub the cum all around her
tits and as each new spurt landed on her, she quickly rubbed it in as
My knees felt weak and I placed my hands on top of her head to keep from
falling over; it felt so good to have shot my load like that, all over her
I got on my knees in front of her and using my hand, gently pushed her
back against the couch. Her legs were still wide open and as I lowered my
head towards her lap, I saw her eyes close in anticipation of what I was
going to do to her next.
There's really nothing quite like the first time you put your face up to a
woman's pussy and inhale her wonderful scent; the musky and earthy scent
that can drive a man wild with lust and Lilly's pussy was no exception.
Unlike most women, her pussy was a wonderful shade of brown and with her
desire-swollen lips parted; I could see that her pussy juice was slowly
leaking from her hole.
"Oh yes, yes, George, fuck me with your tongue." She moaned. "Eat my pussy
till I cum on your face."
With my fingers, I pulled her love lips apart then gently placed the whole
of my mouth over her pussy and licked at her wet slit. Lilly moaned in
delight as my tongue f***ed its way inside her gaping lips to the soft
wetness within. She raised her knees higher as I lapped at her slit;
tasting her juices which seemed to be pouring out from her. Lilly tasted
completely different from other women, she was much sweeter and she seemed
to produce much more fluid as I licked at her. I sucked on her long pussy
lips and nibbled on her clit. As I did so, I looked up and saw that Lilly
was playing with her own tits and was pinching her stiff nipples, rolling
them between her thumb and forefinger with her milk dripping from the
I concentrated on sucking and licking Lilly's clit and as she massaged her
breasts, it did not take long before her whole body shuddered, her hips
lifted and she let out a long, low moan as she came. Her cum coated my
mouth and chin with her wet sticky love juices and I wiped it off with my
hand and sucked more of her essence from my fingers.
My cock had become hard again and I took it in my hand a started to slowly
stroke it in front of Lilly.
"Do you want to fuck me, George?" She asked. "Do you want to stick that
cock of yours deep in my cunt and fuck me hard?"
"Oh God, yes!" I exclaimed.
"Bring it on then, Mr. George." She said as she patted her pussy with her
hand and smiled at me.
I placed the head of my cock against her wet slit and rubbed it up and
down several times, coating it with her juice. I found the entrance to her
core and slowly slid my hard cock inside her. She scooted further down on
the couch allowing my cock to go deeper in her pussy.
"Does that feel good?"
"Oh, yes, it sure does, George, your filling my small pussy with your big
"God, you have a tight pussy." I said, as I picked up my pace and started
to stuff my cock deep in her cunt.
"Mmmmm, it feels so good when you push deep in me. Do it harder now,
I could feel my balls slapping against the cheeks of her ass as my cock
repeatedly went in and out of her cunt. I leaned forward and took a nipple
in my mouth, sucking hard on it. Milk streamed from her nipple, filling my
mouth with her warm, sweet tit milk.
"Fuck me harder, George, fuck me," she urged, "I'm close Baby, I'm so
My cock felt ready to explode, her tight cunt was making it feel extremely
good and I knew it wouldn't be much longer before I came.
"Oh, oh, ohhhh, Give it to me, George, cum for me, baby, shoot your cum in
my pussy when your ready."
I let go of her nipple and drove my cock as far inside her pussy as I
could push it. She wrapped her legs around my waist and pulled me closer
still. I knew it was starting when my balls tingled and contracted, my cum
was on its way.
"Now, Lilly, I'm cumming now." I said, as thick streams of cum shot out of
my cock and coated the insides of her hungry pussy.
"Oh God, it feels so fucking good." I said. "I don't ever want to stop."
"I'm cumming too, Baby, ohhhh, God!" Lilly shouted, as her hips bucked
back and forth.
I felt, rather than saw, her juices flow out of her pussy and drip down
onto my balls, covering them with her creamy cum.
"That was so hot." I told her, as I withdrew my cock and rubbed it over
her clit; the last traces of my spunk dripping off the tip. "I haven't cum
like that in years."
"I haven't had a fuck that good in a long time either, George and to tell
you the truth, I want you to fuck me some more just as soon as you can."
I looked at her and smiled and then drew her to me and kissed her for the
first time; my tongue searching for hers. She responded to my kiss and
then placed her hand on my cock and started to stroke me slowly, each
stroke bringing new life flowing into it.
She got off the couch and then getting on her hands and knees beside me,
reached between her legs and guided my cock into her pussy.
"Fuck me like this, George." She said, as she drove her ass back against
me, impaling herself on my cock.