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Pauline was a close friend of my boss. I was working part time in a fast food restaurant to make money for college when my boss introduced me to Pauline. She was about 38 well rounded, not much to look at but a pair of tits you could spend days playing with. She was quite plump and about 5ft 6inch tall but she was fun to be with.

Pauline had just left her husband and moved into the apartment below my boss's place. There I helped her out with stuff like decorating, cleaning etc.

After one night we sat on her couch and she asked me to rub her feet. She slipped her shoes off and lifted her feet onto my lap. Pauline still had her tights on under her trousers but I did the best I could. I took hold of her feet and massaged her feet gently. She closed her eyes and I gently touched, massaged and refreshed her feet with my hands. After about 10 minutes Pauline's breath became heavy. The sighing and heavy breathing Pauline was doing was turning me on. My cock started to get hard and it became lodged against Pauline's feet.

Pauline opened her eyes and moved her feet from my lap.

"That was great. Could you massage my shoulders as well? You have good hands," she said. I said yes so she sat on the floor in front of me and removed her sweater. She sat there in front of me in her trousers and bra. My cock became very hard as my hands slowly started massaging her shoulders. She closed her eyes again and sighed heavily. My breath became heave also as I closed my eyes and rubbed her shoulders. She sat forward and removed her bra.

"You can touch them you know, they need massaging too," she said.

I didn't need asking twice. My hands slid over her shoulders and cupped her large soft breasts. I could feel her nipples in the palm of my hands. I slid my hands from her breasts to her shoulders and back to her breasts. My cock felt like it was going to explode.

Pauline moved forward and faced me.

"That was great Mark. Now I think I need to massage something of yours," she said with a smile. He hands slid up my legs and unbuttoned my jeans and pulled out my hard cock.

My eyes became wide as she licked and kissed the length of my cock and took it into her mouth. I couldn't believe it. This was the first blowjob I had ever had and it was by an older woman. I had just turned 18 and my current friend had refused to suck me off. I lay back on the couch and Pauline sucked my cock and licked my balls. My hands moved to her tits and I gently played with her nipples and massaged her shoulders. She pulled my trousers and boxer shorts off, pushed her self up to me and pulled off my T-shirt over my head. I was sat on her couch naked while she was sucking my cock. My breath became heavier and I could feel myself about to cum.

"Pauline, I'm going to cum" I said.

"So what" she replied.

Her sucking became faster as I felt my balls release. Cum filled her mouth and she swallowed it all.

"Did you like that?" she asked.

I just lay there smiling at her.

She took my hand and took me to her bedroom.

"Lay on the bed while I go get something to clean you up" she said.

She came back a few minutes a few minutes later totally naked carrying tissues. My cock immediately jumped back to life.

"That's what I like to see" she chuckled. "I need an internal massage now"

She wiped the cum from my cock and slowly lowered herself onto my cock. She rocked her body from side to side; my hands reached up to her tits then took her nipples into my fingertips. I was in ecstasy. I had always wanted to fuck an older woman, even at a very young age. My dream was coming true. With my cock still in her she lay forward and kissed me, sliding her tongue into my mouth. She rocked forward, my cock sliding in and out of her. Her tits swinging back and forth. I took hold of her hips and helped her rocking motion. She climbed off me and got on all fours.

"Fuck me Mark. FUCK ME!" She commanded.

I took hold of her hips and slipped my cock into her large, wet pussy. She gasped and moaned as my cock slid in and out of her. I could see her tits swinging back and forth as my action became faster.

"Cum inside me, Please" she begged.

I took a firm hold of her hips and fucked her hard and fast. SLAP, SLAP, SLAP. I was going to cum.

"I'm cuming...WOW" I gasped as I shot my cum into her pussy. Pauline pushed her face into the pillow as she came. I could feel her muscles contracting as a shattering orgasm too hold of her. She moved from beneath me, turned round and sucked and swallowed the cum from my cock.

I lay there for a while Pauline went to shower. I hoped this was the start of something great but that was the first and last time I got to have Pauline. The closest I came to it again was a blow job in her flat one new years eve.

One of the best fucks I had ever had.