Rod slid his swim shorts up his legs and looked at the mirror once again.

Rod slid his swim shorts up his legs and looked at the mirror once again. He was a runner, and his legs, half hidden by the legs of the shorts, were the part he thought was his best. He did notice that there was no pinching in the skin at his waist and nodded approvingly. His first day at the beach this spring break, and he looked pretty good. His upper body lacked the big muscles a lot of women seemed to like, but he had very little body fat. Well, he thought, maybe this year I'll get lucky. He grabbed his bag and slid into his flip flops for the two block walk to the beach. There would be plenty to look at, of course. Spring break and warm beaches made a great combination for watching skin brown, not to mention jiggle and bounce. His dedicated year of running had done wonders for his look, but he still lacked confidence and that morning at breakfast his attempt to impress some girls had ended with three different shades of giggle, and his cheeks three shades of red. He'd watched porn, heard the guys talking, but when it came to actually talking to girls, he was a train wreck in slow motion. There were other people from his university down here, though none had invited him to stay with them. He'd gotten a place of his own, a little off the main strip, to save a few dollars in hopes of using them to buy a girl drinks. Last night's attempt went only a little better than this morning's try. He got angry with his dad again, as a defense against feeling that emptiness in his stomach that came with lack of self confidence and depression. His father was a jokester, always saying puns, telling jokes, pulling pranks on people, or just finding a way to make people laugh and think he was amazing. With Rod, though, his dad was all business. He would say, "Once you understand how serious life is, then you can make fun of it." Apparently Rod did not understand, because his dad was still working on him. Rod started running after a particularly bad period after first semester last year. He pulled a B in a History of Asia class and his dad accused him of being a complete failure, despite the A in advanced calculus and another in bio-chemistry. He started to feel the world caving in on him and ran out the door. He kept running. Later he looked at the map and realized he had run two miles. When he was done, he was physically tired, but emotionally up because he had met the challenge. A little over a year later and 35 pounds lighter, he had everything going for him except confidence with girls. As he settled onto a spot in the sand he looked around. Nothing stood out about him, except the lack of fat. His hair was medium short, like most college guys, and a sandy brown brushed from one side. He was a little over five and a half feet tall, and his face was, well, normal. Ok, he knew he had one other thing a lot of guys would envy, but comparing himself to porn actors wasn't really healthy and he kept that part hidden in his shorts. He left his stuff on the beach and went into the water for a while, returning later and putting on lotion before laying face down to work on a tan for his mostly pale skin. Half an hour later, he flipped onto his back to even it out. He was daydreaming about meeting a really pretty girl, actually being able to talk, finding out she loved nature walks and could name a dozen different types of deciduous tree, and of course, he kissed her. Just like in the videos, except they rarely actually kissed. "Excuse me, but could you help me?" A female voice, nearby, cut into his thoughts. He shaded his eyes and looked to see who she was talking to and found an attractive woman about his mother's age looking right at him. "Uhm, are you talking to me?" he stammered. Of course he stammered, he told himself, what could he do for somebody like her? She smiled, sienna colored hair cascading over her shoulders with loose strands in her face, put there by a fickle breeze that teased her by moving them away, then dropping them back in her face. Her face was a bit roundish, but very pretty. Her breasts seemed to be an in between size and she must have opted for the smaller cup because she seemed to ooze out of them. He dared a quick scan down her bare belly and a look at her crotch as she stood near him, hoping she didn't notice. "Yes, sweety, I was talking to you, and you won't find any stray hairs down there. The laser got them all." She smiled a knowing smile and he felt that world-caving-in sensation starting but she winked and added, "It's quite a thrill having a young man checking me out." He sat up quickly. "I'm, oh shit, I'm sorry, Miss. Or ma'am, or, I didn't mean to be like that." Putting her hands on her nicely rounded hips, she put on a sudden frown. "If you call me ma'am again, I'm going to kick sand on you and leave." The smile returned. "My name is Margie. What's yours?" He was pleased and horrified when she dropped to her knees next to him. "I'm, uh, I'm Rod, ma'am, I mean, Margie." Oh shit, he was doing it again. Why was he so hopeless around women? When he looked back up he was even more flustered. She was looking right at his shorts. Not glancing, but looking. He could feel what she was looking at. "I'm, uh, it's not like ... I mean... oh shit." Margie looked back to his face. "Rod, I'm at that age where having a college boy acting so interested is quite a compliment. And THAT, my boy, is really a compliment." She laughed softly. "So, is it Rodney, Roderick, something else?" "No m-, I mean, Margie. It's just Rod." She gave a questioning look and he looked at the sand. "My dad is a big Star Trek fan, but Roddenberry was too long so he shortened it to Rod. Mom said she could name me Bartholomew and he would insist on Rod, so she went along with it." "Your dad sounds like quite a joker. But you don't seem to enjoy the story." "It's family stuff and not very interesting." He waited for her to talk, but there was silence. He looked up and she had an "I'm waiting" look, that smile still there. "Dad loves being the center of attention by telling jokes, puns, whatever. But with me, if I'm not first in my class and perfect in the process I'm just shi- .. I mean, I'm worthless." His head went down until she lifted it again. With her left hand. It was when he noticed the ring with many stones on it. "Oh my god, I was up and, oh, I'm sorry Margie. You're married and I was all, you know, it was ..." Her voice dropped so only he could hear. "It was hard, erect, and wanting me. My husband is off playing golf somewhere with his friends, who also brought their wives and left them. Yesterday they were fishing all day. So here I am at the beach. And I need lotion before I burn. Can you do that for me, Rod?" He was really feeling awkward now. "You want me to touch you?" Her eyes twinkled as she looked at him again. "Oh my god, I actually found one. I didn't know they still existed in college." "Found one, uhm, what?" Rod was confused and worried she had noticed something he wasn't aware of. Margie was never one to avoid an issue. She leaned in close to his ear, making sure she could feel her breast on his shoulder and imagining his reaction to that touch. "I found a virgin," she whispered. "And he is amazing." She pulled back just a little, seeing the terror in his eyes and feeling sorry for him for a moment. "Now I'm going to lay down on my towel right here near you, with my lotion in the sand, and if you want to hide that thing growing in your shorts you'd better bend over my back and start putting lotion to skin. Unless you'd rather we skip the lotion, go back to wherever you're staying, and you just put your own lotion on me." His mouth moved, but not much sound came out as she spread her towel, put the lotion next to it, and lay on her stomach. "Don't choke, Rod. I'm serious about my offer. You are so precious, and I'd love to be your first. But now, lotion. get going young man." She laughed a little as he hurried to kneel, bent over, next to her. He moved her hair first, carefully gathering it and moving it to one side, then put lotion on his hands and started on her neck and shoulders. "What if your husband finds out?" She shrugged. "If he does, fuck him. Well, not literally. That is rare enough under the best conditions. But he's a successful businessman who doesn't always take the ethical approach, and I could cause him problems if he gets his princess angry. Ugh, Rod, stop trying to be so careful with that strap and just unhook the damn thing." Invited, and beginning to understand that she wasn't going to start berating him, he gripped the ends and unhooked the back strap of her top. Her skin was soft and smooth, a few shades darker than his already. As he rubbed in the lotion and thought about what she had said, he decided to test the water near his towel. His fingers took the lotion down her sides at the waist and he began working his way up in small circles. Eventually, he felt the firm roundness of her weight pressing her breasts out to the sides. Fascinated, he lingered a little longer than usual. Margie sighed. "That's a good start. When you finish my back, leave the strap unhooked and make sure you get the lotion an inch or two under my waistband." Rod had to keep his focus. She really was inviting him to put his hands all over her. Well, over the exposed parts and a little bit of the hidden parts. He finished her back and moved, carefully because of his hard cock, down to her legs. The lotion went onto her feet, then the back of her lower legs. His heart was racing as he moved up her thighs. He shifted from one leg to the other when he was still a few inches from the bottom of her suit, and the wonderful curves it contained. She laughed softly and encouraged him. "I'm going to look pretty silly with a 3 inch burn line right there, not to mention it being hard to sit like that. Lotion, Rod, all the way up, and you'd better get your fingers under the material to make sure it's all covered. Just don't shove that lotion anywhere too, well, personal. Do a good job and there will already be something there." It's like being in school, he told himself. The prof tells you to do something, you do it. His fingers went around her thighs, slowing going higher until his fingertip reached the leg openings. He took a breath and slipped his fingers under the material almost to his second knuckle. If he was going to mess up, he might as well enjoy doing it. Her contented sigh surprised him, and excited him. "You aren't going to spray all over yourself when I roll over, are you?" She laughed a little. Now he was stunned again. He hadn't thought about the front. She was expecting him to go up her legs, do her belly, her chest with those bulging breasts. He didn't think he'd cum just from that, but he wondered how he was going to keep from showing the whole beach how aroused he was. When he got her finished, she saved him for now. "After all that work, I'm going to lay on my belly for a half hour. You can take that time to try to recover. But Rod," she opened her eyes and he looked at her, "I can't wait to get my hands on what you're hiding in there." Her laugh was open and not exactly soft as he realized she saw his expression change. He pulled his towel over next to hers and got face down on it. "Margie, why are you doing that to me? I'm trying to be nice and you're embarrassing the hell out of me." She moved her hand onto his. "I'm doing it, Rod, because I don't want nice. I want you naked, pulling my clothes off, squeezing my tits, shoving fingers then your majestic cock into me, I want you to start thinking of fucking me. Save making love to your future wife, if she wants that kind of thing. This is my affair and I want to get fucked hard. And often, if you can manage it." She smiled that last part. "Honestly, I'd love to take you right here, but I don't want us getting arrested. We may have to skip the lotion on front. I don't know if you'll make it to your room after that."- "Hey Margie, why my room? I mean, somebody might see me and think, you know." He realized he had just done it again. "Hey lover boy, I don't care what they think, and besides, that is exactly what I want to have happen. I can't go to my room. Shit, what if my husband got back early. You, on the other hand, are obviously staying on your own." She looked at his hurt expression. "Rod, come on, you're here on the beach by yourself with some great body parts. I don't know why you don't have confidence, but you should have four girls following you everywhere you go and the hardest part of your day should be chosing who gets fucked first." He thought for a moment. "I've seen it, thought of it, but, you know, it's different. I don't know if you want to take a chance." She laughed. "Take a chance? Oh hell no, you're doing what I tell you to do and you'd better be a quick learner, college boy." At that, he smiled. He did think of himself as a fast learner. And she seemed very willing to help him. There was the thought that she was his mother's age, but he could probably just remember she wasn't his mother. "Do you have any kids?" Oh SHIT! Why did he have to ask that? Margie must have understood. "Rod, I'm just a woman who needs somebody to give her a good fuck. I'm not your mother, not a friend of hers, don't know or care who she is. And yes, I have three grown children, all older than you. I'm not going to marry you, silly. I want stamina and a hard cock. Your flat belly tells me the stamina is there, and your shorts told me the rest. I wish I had a week with you. I can take a lot more than you can give in one afternoon." He didn't know if it was a half hour, but she started talking about things like weather, geography, clouds, how to use math to estimate sizes through sampling, anything except sex. When she got up and put her towel into her bag, he quickly followed her lead. "Show me the way, lover boy, and let's get there before anything changes." She followed the two blocks to his motel, through the lobby and up to the third floor. In the elevator she asked his room number and told him to give her the key card, then she led him down the hallway, letting him watch her hips and ass move. She also looked for cameras and noticed one at each end of the hallway. Fine, she thought, that's easy. Stopping at the door she turned so they each blocked a camera from anything between them. As her right hand moved the key toward the door, her left hand grasped the erection that was pressing out against his shorts from watching her walk. She moved her hand around the shaft, pulled on it a little, and smiled at him as the door clicked open. "Let's get you started." Walking in with him at the end of his fleshy leash, she moved to an open area and pulled his shorts down, dropping to her knees. He gasped, but before he could step back she had her hand on him again, pulling him toward her. Then he felt like he had crossed a threshhold to another world. His cock, hard and pulsing, was in a warm place, a wet place, with a tongue sliding side to side across it just below the head. He looked down and she was looking up, her eyes smiling. Letting him slide out, while holding him at the base of his cock, she said, "Ok, this is the part where you bend over and unhook my top again, pull it to my elbows, and start feeling my tits." Then he watched in awe as his cock slowly sank all the way into her mouth and he felt sensations like he hadn't known existed. He knew the porn description was that he was "in her throat," but actually feeling that was unbelievable. Quick learner, Rod, he told himself. The top was unhooked and slid down to her elbows, and for the first time in his life, he held naked breasts. His fingers found and teased the nipples, pulling a little, pinching, squeezing the full orbs of soft flesh.
Margie pulled herself off his cock and stood up, straightening her arms to drop the top before falling back onto the bed. "Get your ass over here and kiss, lick, and pinch like you mean it." Images from porn videos went through his mind as he followed her instructions. He felt the nipple, hard and swollen, pushing back against his tongue, he sucked it, teasing the tip with his tongue before moving to the other side and pinching and pulling at the wet nipple. Her first moan told him he was on the right track and he kept it up, licking her breasts, kissing her belly, sucking nipples, then moving up toward her neck. He licked her soft neck for a little while before she grabbed his head and pulled it up, pressing her open mouth to him and pushing with her tongue. At least he had been this far before, and he opened up to accept and play with the intruder. While their tongues danced, she took his hands and put them on the waistband of her brief, pushing downward. He had a little trouble getting the garment over her hips and the edge of the bed, but she wiggled a little and then his cock was pressing against her belly. His bare, hard cock was on a woman's bare belly, skin to skin. The mere thought made him moan. Thinking he was moving too quickly, and not wanting to miss anything he might offer her, she grabbed his stiff cock and pulled him on top of her. "Not here," he whispered, "bad angle for me." He straddled her, helping pull her up on the bed with his hands under her arms. A glance down shocked him. He saw her bare pussy, the loose folds showing between the slit, and his cock, just inches apart. His dream, his fantasy, and here it was in real life. Once she got a few feet farther up on the bed, she grabbed him again and pulled him to her. "First pussy, right?" He nodded. "Let's see what's in that young cock." One hand held him and guided him to her, the other was on his back and her right leg wrapped around his hip. She pulled and lifted her hips, and he felt warm, snug, wet, wonder as she sank every inch of him into her. She started moving her hips, but he dropped his weight onto her. "Please, let .. let me just savor this for a moment." Margie smiled. "Then if you aren't fucking me, you'd better be kissing me." They embraced, his mind overflowing with the sensation of her soft skin against him, tongues dancing, his hand on her breast, the other in her hair. "Open your eyes and look at me. And when you cum, you aren't finished, but I'll take care of that later." Rod started moving slowly, feeling her slide under him, feeling his cock moving in and out just an inch. Feeling his balls resting on her just below her slit, thinking of all the wonderful things a woman could offer. His speed picked up gradually, as did the length of his stroke. He slipped out twice, not used to this method of sex, but she quickly got him back in both times. She whispered encouragement, suggestions for his hands, told him how good he felt, how she loved his balls slapping against her. And then they were both moaning louder. He worried about going too hard, but she was meeting every thrust and soon the bed bounced, her moans moved up several pitches, and her leg on his hip was pulling harder. His hand on her breast squeezed until he feared the nipple might pop out, and then he was holding, she was holding, and ... Rod was sure he would always remember this first ejaculation into a woman. It seemed that once the damn broke he fired several streams from his cock, but the sensations would not diminish. He rode it, an almost painful tingle that begged to be released from his cock, until it finally worked itself out and he began to slow. He realized he had closed his eyes and opened them to see her smiling. "Sorry, my eyes, I just couldn't ..." She silenced him with a hard kiss. Then she whispered, "You aren't a virgin any more. I hope you're ok with an old lady taking it from you." He looked down at her. "You are so fucking hot. And amazing. And it felt so good, and I wish we could do it again."r"