Elaine 10

ELAINE

Elaine and I had known each other about six months. We met when I began working as a security guard at the apartment complex she worked at. Elaine was in her early fifties, a twice divorced mother of two. I was 25, single, a recent college dropout. We couldn't have seemed more different.

But we shared a couple common interests. We were both avid readers, loved movies, and had grown weary of the single life dating scene. We were both quite content not having anyone else in our lives. Her two children, a daughter who had just left for college and a son who was a junior in high school, were the only people she had in her life. I had a cat.

But one of our co-workers, Dirk, a fellow I had recently begun playing Dungeons and Dragons with, loved to go out bar hopping on the weekends, and sometimes took Elaine with him, just for her to get out of the house. One of his favorite bands had a fellow gamer of ours in it, so we would go see them whenever we could. It was on one of these nights that Elaine and I really had a chance to get to know each other.

Her first marriage ended because she and her husband grew apart. She told me they were never really that good together, so it wasn't that great a loss. But she didn't like being alone with a two year old daughter to raise, and jumped at the first guy who showed any interest in her. A year later, her son was born. Two years after that, she found her her second husband in bed with one of his co-workers. Elaine took the kids and left that night.

Elaine and I began spending a lot of time together. When we were at work, we'd have lunch together. When we were on breaks, we'd sit on the back porch of the rental office and smoke. The rest of the staff seemed to realize long before we did what was happening, but Elaine and I were both too wary of relationships to acknowledge it.

One Thursday afternoon, Dirk invited me to go see THE CROW: CITY OF ANGELS with him the coming Friday night. Elaine heard us talking quite excitedly about the movie, since Dirk and I were both huge comic book fans as well as fans of the original Brandon Lee "Crow" movie.

"Boys and their comic books," Elaine said with a grin, after listening to us debate whether the comic book or movie version of the original Crow story was better.

"I'm sorry," I said, walking toward her desk. "Feeling a little left out?"

"Why don't you come with us tonight then?" Dirk asked her, thinking that although Elaine didn't enjoy comic books, she was a fan of good movies.

"I would," Elaine said happily, "but I haven't seen the first one."

"That doesn't matter," I told her. "This isn't really a sequel. It's just another story set in the same kind of vein as the original. And I know you love love stories, and the first Crow movie is one of the greatest love stories ever told."

"A comic book movie is a great love story?" Elaine asked dubiously.

"The Crow is," Dirk answered. "So yeah, come with us."

Elaine pondered it for a moment, then nodded. "Sure. Even a bad movie is better than another Friday night at home with nothing to do."

Friday evening, we finished locking up the office and gate house, and Elaine said she needed to go change. Dirk and I waited in the office as Elaine headed into the ladies room. A few moments later, she came out and I think my eyes must have bulged out of my head. Elaine was dressed in a pair of tight fitting jeans and a tan blouse. I had never seen her dressed so casually. At work, she wore knee length skirts when it was hot out, and nice looking dress slacks on cooler days. The blouses she wore to work were always of the long sleeved variety as well. The blouse she now wore was sleeveless.

Elaine was a big woman, but she was also quite tall, so she carried it well. She had thick legs, a plump middle, and nice average sized chest. Her face was round and quite beautiful, and her shoulder length dirty blond hair was always nicely styled. Her usual work shoes, plain colored flats, had been replaced by a pair of Nike walking shoes. But what really amazed me was her ass. I'd never really looked at Elaine in a sexual way before, but seeing her in those skin tight jeans really showed off her ass, and it was amazing. It was large, but well proportioned for the rest of her body. Looking at it as she walked to the front door, I suddenly wondered what it would look like without pants on.

The three of us walked over to my car, a 1983 Ford Mustang convertible. Dirk lived on the property and Elaine drove an AMC Gremlin, so it was usually me who drove when we went out. Dirk hopped into the back, Elaine took the shotgun seat, and I got behind the wheel. The drive tot he theater was short, as the theater was only a mile away.

Once we got inside the theater, I began noticing more and more things about Elaine that I had never really been aware of before. Like the freckles that were peppered across her shoulders halfway down her upper arms. I had often noticed how beautiful her hazel eyes were, but had never really looked deeply into them. I noticed the slight double chin she had, and the soft rosy glow of her cheeks when she laughed. I also noticed now more than ever how her impressive bosom shook when she laughed. Once we found some seats, we sat down, Elaine between Dirk and I. I looked down as the house lights began to dim and noticed Elaine's hand beside me, and I was sorely tempted to place mine over it. But I didn't know how she'd react to that, so I just repressed the urge.

When the movie was over, Dirk and I expressed how disappointed we were in the film, and Elaine admitted that it didn't seem much like a love story. I told her she had to watch the original, and suggested we watch it together some time. She nodded and agreed, but that was as far as anything went. At least, that night.

A month went by, and things had remained more or less how they'd been before the night we all saw The Crow II. But one Thursday, as I was filing my daily reports in the office, Elaine came walking over and stopped in the doorway. "Would you like to go see That Thing We Do with me on Saturday? Dirk already has plans, and I hate going to a movie by myself."

I turned and looked at her. As usual, she was dressed in a knee length skirt and long sleeved blouse, but now I noticed her left foot had slipped out of the flat shoe she was wearing and was rubbing the top of her right foot. I had never seen her bare feet, and found that she had very long toes. I don't really have a foot fetish, mind you, but I found her feet as attractive as I did the rest of her. After a great pause, I realized she was still awaiting an answer, so I looked up and made eye contact. "Sure," I replied, trying not to sound too excited at the prospect of the two of us going to a movie alone. "That'd be cool."

When I arrived at the theater Saturday night, Elaine was not there yet. She lived about 20 miles away, so I knew that she might be late. I went ahead and bought our tickets, and she arrived with about ten minutes to spare. It was a warm Houston evening, and she had dressed accordingly in a pair of khaki shorts and a sleeveless blouse. I watched as she walked from the far end of the parking lot toward the theater entrance, noticing that despite the amount of fat she carried on the rest of her body, her legs were remarkably well toned. Her thighs were large, but it was muscle that gave them their size. I found myself wondering how soft the skin of her legs was, and had to look away before my imagination could travel any further down that path.

"I'm not late, am I?" she asked as she walked up to me.

"Nope, " replied, opening the door and holding it for her. "We've got just enough time to get snacks and get inside."

We made our way to the concession stand, and I took out my wallet, but she grabbed my wrist. "Uh uh, you got the tickets. Snacks are on me." I've never been one to eat during a movie, but always want a bottle of water to stay hydrated in the summer. Elaine got a large Dr. Pepper and I ordered a bottle of water. "You want to share a large popcorn?" she asked. I wasn't really fond of popcorn, but didn't want to seem rude, so I agreed. Then the image of our hands touching as we both reached for popcorn came to me, and I wanted popcorn more at that moment that I ever had before.

We got great seats, as the theater was only half full. But despite my earlier thought, we never once seemed to reach for a bite of popcorn at the same time. But we both loved the movie, especially the musical numbers. Turns out we were also both fans of classic rock, and the band in the movie did some great songs. We laughed, we tapped our feet, we both smiled when Tom Everett Scott asked Liv Tyler the last time she'd ever been kissed by a man. I wondered what Elaine's response would be to that question.

The movie ended, and we left the theater. It was just before five PM, and the air was rich with the smells of various foods from all the restaurants nearby. My stomach growled loud enough for Elaine to hear it, and she turned to look at me.

"You want to get some dinner?" she asked. "My treat." A free meal AND getting to spend more time with this magnificent woman outside of work? How could I say no?

"I didn't drive though," I said apologetically. "My condo is just down the road."

"That's okay," she answered. "I'll drive."

We went to a burger joint a few miles up the road, one of my favorite places to eat. Elaine and I each ordered a different burger, and wound up splitting the two between us. Dinner was delicious, the company was amazing, and I found myself growing increasingly filled with a desire I had not known before for this woman. When we were done with our meal, Elaine paid the check and we headed out to her car. We got in, and I directed her to my condo complex. She pulled into a free parking spot and parked the car and turned to look at me.

"Thank you for today," she said. "I haven't had this great a date in a long time."

My mind reeled. Did I hear her correctly? Did she just say 'date' or 'day'? It sounded to me like date, but I couldn't be sure. But I knew one fail safe way to find out. "You don't have to thank me for anything," I began, unbuckling my seat belt and turning to look at her. "After all, you paid for dinner, and that was a lot more than the movie."

"You're very welcome," she said, and it seemed as if she wanted to add something else but couldn't bring herself to say it. Our eyes met, and after a few seconds, my gaze moved down to her full lips. Inspiration finally struck me.

"Can I ask you something?" I said, looking back into her eyes.

"Sure," she answered.

"When was the last time you were kissed, really kissed, by a man?" The line didn't sound as smooth coming from my mouth as it had in the movie, but the result was the same. She grinned and leaned toward me. I leaned over and our lips met. I was struck by how warm and soft her lips felt against mine. After only a couple of seconds, her left hand came up and reached around the back of my head, holding my mouth to hers as she began kissing me with greater hunger. I reached out with my right hand and placed it on the back of her neck, not hard, but just enough to confirm that I wanted this too. We sat in her car, kissing with increasing passion, for almost two minutes, before she broke off the kiss and looked into my eyes.

"Oh..." she whispered. "I'd forgotten how good that felt." She lowered her gaze, suddenly embarrassed by what was happening. "If I didn't have to work in the morning, I'd ask to spend the night with you."

"Not with my roommate home," I replied. "The walls in my condo are paper thin, and we'd have no privacy."

"Would you like to come spend the night at my house?" she whispered softly. "Neither of the kids are home this weekend, so we'd be alone and I can still make it to work in the morning."

"I can't think of anything I want more," I replied as I buckled my seat belt back up. Elaine backed the car out of the parking space and began the drive to her house. It felt like that drive was the longest I've ever taken.

Although the drive was only twenty minutes, if felt like it took hours. The entire way there, my cock was straining against my shorts, and my balls were so swollen they were borderline painful. We finally pulled into Elaine's driveway and she parked the car in front of her house. We both raced out of the car and she grabbed me by the waist before we could take more than a few steps. Elaine pulled my mouth to hers and her tongue shot deep into my mouth, working me to an even greater height of lust. I wrapped my arms around her waist and pulled our bodies together. I could feel her nipples, hard large points jutting out from her chest, rubbing against me as her other arm squeezed our upper bodies together. After several long seconds of passionate kissing and grinding, she let go of me and moved a step back. I released her and she turned toward her door, taking my hand and leading my inside.

As soon as we were inside, she led me straight to the bedroom, stopping as soon as we were both in there. She let go of my hand and smiled. "Give me a couple minutes to freshen up first?" she asked. Without waiting for an answer, she moved swiftly through the doorway that I could only assume led to the master bathroom and closed the door behind her. Once alone, I looked around Elaine's most private space. The room had a queen size bed with a southwestern style comforter on it. The bed was neatly made, with the comforter reaching over the two pillows at the one end and tucked neatly between the mattress and the faux log foot board.

The headboard was the same faux log style as the footboard, and gave the room something of a rustic feel. Not at all what I would expect from someone as seemingly big-city and professional as Elaine. The room itself was quite neatly kept. A covered laundry hamper near the bathroom door, a brown dresser that matched the color of the headboard, and a small night stand on one side of the bed were all the furnishings she had. There was also a sliding mirrored closet door on the far wall. I imagined Elaine standing before that mirror, getting dressed for work each day. The imagined her standing before it at the end of the day, unbuttoning and removing her blouse, her wonderful breasts now covered only by a plain white bra.

My simple fantasy was interrupted when I heard the bathroom door open. I turned to look and heard myself gasp in shock and awe. Standing in the doorway was Elaine, now wearing only a lacy red teddy that was cut so low in the front that most of her magnificent bosom was on display. My eyes moved down from her chest to the swell of her middle-aged belly, which pushed the front of the teddy out but still managed to look amazingly sexy. But the real wonder was reserved for what was just a few inches lower. Elaine had donned a red thong, the same red lace as the teddy she wore. She paused in the doorway for a moment, gauging my reaction to her appearance. The smile on her face must have meant that my awe and appreciation for her was readily apparent.

"I hope you don't mind that I changed," she said, taking a couple steps toward me. "I saw this outfit in the window of Victoria's Secret, and something told me to buy it. I fantasized about modeling it for you, never dreaming I'd get this chance."

"My god," I whispered, barely able to keep from rushing to her and throwing her onto the bed, "you are the most beautiful woman I've ever seen." I took a couple steps toward her, and she moved with a grace and speed belied by her size, and wrapped her arms around my neck. She mashed our lips together and our tongues began their wild tango again, as if they had not stopped. Feeling her completely bared arms around me, I moved my arms around her waist and pulled our bodies together. My hands reached down and grasped her ass, one glorious cheek in each, and pulled her crotch hard against mine. She released my neck from her grip and looked into my eyes.

"Let's lay down before my legs give out and we fall," she whispered. "But first..." Her hands slid down my torso and gripped the edge of my shirt. She lifted it over my head and dropped the shirt to the floor beside her. She looked admiringly down at my chest and began running her fingers through the hair that lightly covered it. When one of her fingers grazed my nipple, I inhaled sharply, making her smile. "You like having your nipples played with?" She asked as we turned around, trying to reach the bed without having to break the contact between our groins.

"Not really," I answered. "None of the women I've been with have realized how sensitive they are."

"How sensitive are they?" Elaine asked before bending her head down and lightly flicking her tongue across one. I gasped in bliss as I had never had that done before, and the thrill it sent through me went straight to my cock, making it twitch hard against Elaine's pussy. "You seem to have liked that," she said coyly. "Let's see how the rest of your responds to that kind of stimulation."

She let go of my waist and stepped back. I released my grip on her and she took my hand, leading me over to the bed. "Lie down and let me get those shoes and shorts off you." I sat down on the side of her bed and reached down to untie my sneakers, but Elaine reached out and pushed me down on the bed. "I said let me do it," she said softly. "Please." I smiled at her and moved my hands away from my feet. She took my right leg in her hands and rested it sole down on the edge of the bed. She undid the laces and pulled it off. She dropped it to the floor and pulled my sock off, then repeated the process with the other foot. Now I was wearing nothing but my shorts, as I rarely wore underwear when I wasn't in dress pants. Elaine giggled when she unsnapped and unzipped my pants and saw my pubic hair uncovered inside my shorts.

"I've often wondered what kind of underwear you wore," she said as she moved her hands to the sides of my shorts and began to tug them down. "None wasn't something I imagined." She pulled my shorts down to my knees and stopped, admiring my cock as it sprang up, standing vertically from my prone form. "That's nice," she said as she pulled my shorts all the way off and dropped them. "Bigger than average." I had no idea at the time if that was true. The only time I ever measured it was in college, with my college girlfriend who wanted to know how big it was (7.5"), and I'd never really though to find out what the "average" size is (I have since learned it's 6", so I guess she was right).

Elaine knelt by the edge of the bed and leaned forward to take my cock into her mouth, but I swiftly reached out and put a hand to her head. "No," I said softly. "You don't have to do that."

"Really?" she asked, obviously quite surprised. "I've never head of a guy who didn't want a blowjob."

"I've only ever had one, and it was a bad experience," I answered, lifting myself up on my shoulders to look at her. "And it's not like I need it to get hard. Besides, you've got me so worked up already, it's gonna take all my willpower to hold out more than a couple of minutes." I sat up a bit more and reached out, cupping her chin in my hand. "What I want right now, more than anything, is for you to climb onto this bed, lie down beside me, and just let us both do whatever comes naturally." I then sat up the rest of the way as Elaine got to her feet. She moved to get up on the bed, but I reached out and grabbed the hem of the teddy before she could climb onto the bed.

She looked at me and smiled, reaching down to lift the lingerie over her head, revealing a pair of breasts more stunning than I had ever dreamed. Her breasts were very large, but not ridiculously so. Each one was slightly bigger than a handful, topped with areola the size of a Coke can bottom and a deep rosy pink color. Atop each of them, a nipple, firm and erect, the size of a sewing thimble. But most beautiful of all, at least to me, was the covering of freckles than began just below where her blouses usually covered her cleavage, running all the way down to the edge of each areola. I wanted so desperately to taste them, to feel the nipples as I rolled them with my tongue, to feel the heft of each breast as I caressed it. But Elaine took me at my word about what I wanted more than anything in that moment.