The cart creaked along the waxed floor, the beeping of the cash register echoing somewhere near the entrance, and Josh rolled his cart into another aisle. He scanned the shelves with his eyes, picked up a can, tossed it into the cart, and kept rolling along. His phone chirped, distracting him, and Josh fished it out of his pocket and opened it as he continued to move along.

The sounds of metal crashing into metal caused Josh to raise his gaze a moment later, the rattling sound startling him, and he realized he walked straight into someone else’s cart.

“Hey, watch where you’re going,” Diane called out and glared at Josh.

“You’re right, my bad. I’m really sorry,” Josh immediately said and gave her his most sincere smile.

“Just be careful next time,” Diane said, her anger deflating, and she took a tired breath. “What got you so focused on your phone anyway?” Diane asked casually.

“It’s nothing, just some stupid video a friend sent me,” Josh told her as he took Diane in, running his eyes along her body. She was of average height with light-brown hair that she wore in a messy ponytail. Her elegant face was framed by a pair of very unfashionable glasses, and her curvy figure was covered with a casual old dress. She was older than Josh, probably by 15-20 years, but there was something magnetic about her that Josh couldn’t put his finger on. “Again, really sorry,” Josh added as he moved his eyes back to hers, meeting her gaze. He smiled at her sweetly, then steered his cart and walked away.

Diane stood there blinking. She could have sworn that the young guy that crashed into her was checking her out. She turned around, looking at his backside as he walked away, and grinned sheepishly. He was young and tall, slim, with shaggy hair and a trimmed beard. She watched him as he leaned in to grab something from one of the shelves, not sure if she read him correctly, and just before she turned around, the young guy turned around to look at her and Diane looked away, embarrassed, and headed away.

—

Three weeks later, Diane was having friends over for dinner, and she drove over to the grocery store. She pulled out a shopping cart, pulled her grocery list from her purse, and started gathering her groceries. The store was quiet, only a few other customers walking around, and Diane methodically went over her long list, getting everything. She headed over to the cashier where an elderly couple was slowly emptying their bursting cart and waited patiently.

“Excuse me,” someone said to Diane who slowly turned around, “I just have a few things and…oh hey,” said Josh and smiled at her.

“Hi,” Diane said, not letting on she recognized him.

“We met here a few weeks ago,” Josh said.

“I remember,” Diane said “the cart crasher,” she added playfully, and Josh chuckled.

“Yeah, again, sorry about that,” Josh said with a grin “but I learned my lesson,” he said, holding up his hands “no more carts,” he said, and they laughed. “I’m Josh by the way,” Josh said cheerfully.

“Diane,” she said with a grin.

“Nice to meet you,” Josh said.

“You too,” Diane answered. “So, did you want to go before me?” Diane asked. Josh was holding just a six-pack of beer, a package of burgers, and some buns.

“No, that’s okay,” Josh said. “Since it’s you, I don’t want you getting the wrong impression of me,” he said.

“Oh, what impression is that?” Diane asked, raising her brow.

“That I’m some guy who just crashes into people’s carts and cuts in line,” Josh said and Diane started laughing heartily. They talked a bit as the elderly couple finished paying for their groceries and Josh helped Diane with hers. He quickly paid for his groceries as Diane put the bags back in her cart, then walked her out.

“Well, it was nice to formally meet you Josh, who doesn’t usually crash into people’s carts and cuts in line,” Diane said teasingly and Josh laughed.

“Nice meeting you too Diane,” Josh said back to her. She walked over to her car, Josh walking across the street, and as they glanced towards each other one last time there was an unmistakable gleam in their eyes.

—

A few days later, Josh ran over to the grocery store to get a few things. He grabbed some pasta, cheese, and a few other ingredients for dinner. He was just on his way to pay when he spotted Diane walking in, dressed in a very elegant dress. She grabbed a carton of milk, not noticing him at first, but as she spotted him, she smiled warmly.

“Hey,” Josh said as he stepped over to the cashier, putting his groceries down with Diane taking a place behind him.

“Hello Josh, how are you?” Diane asked casually.

“I’m good, how are you?” He asked as the cashier tallied up his bill.

“I’m fine. Thanks.” She said, and as Josh finished paying for his groceries she paid for her milk. She put it in a bag and they both walked outside together.

“Going on a hot date with your husband tonight?” Josh ventured a guess as he looked at her elegant black dress.

“No,” Diane said, chuckling, and stopped in the middle of the parking lot, looking at Josh.

“With your wife then?” Josh asked, making Diane laugh even louder.

“No, no husband, no wife, and no hot date. I’m just on my way back from a company event.” She explained.

“Oh okay,” Josh said. “Sorry, I assumed you’re married.” He added.

“Divorced,” Diane said flatly.

“I’m sorry,” Josh said but Diane waved her hand dismissively. “You do look nice in the dress,” Josh added and Diane studied him.

“Thank you, that’s always nice for an old lady to hear,” Diane said with a small grin.

“Old lady? I don’t see any old lady here.” Josh said with a smirk.

“Oh, stop it!” Diane said, giving him a playful smack on the arm. “I know I’m not a young woman anymore.” She said, a hint of melancholy creeping into her voice.

“If you ask me, you still look good, for a woman of any age,” Josh told Diane.

“Thank you, but I know you don’t mean it,” Diane told him. “If you saw me without my clothes on, you’d run off screaming,” Diane added jokingly, trying to lighten the mood.

“Are you kidding? Not only would I not run away,” Josh started saying passionately then paused and stared straight at Diane “I would definitely get…you know…hard,” he added quietly, not sure how Diane would react, and gave her a joking grin.

“I’m not buying it,” Diane said skeptically.

“Well, it’s easy enough to prove,” Josh said with clear innuendo in his tone.

“Are you serious?” Diane asked, her heart starting to race. She thought they were just teasing each other. She looked at Josh, but he just shrugged annoyingly.

“Do you want me to prove it?” He asked her and Diane was speechless for a moment.

“You know what? Yes, I do,” Diane said, trying to call his bluff.

“Okay, I will then,” Josh said and gave her a condescending smirk, Diane returning a waiting glance. “What, here?” Josh asked, looking around. “No way. But if you want, we can go over to my place, I live just across the corner,” Josh said, pointing down the street.

“Oh yeah? Well, I live just over there,” Diane said, pointing to the building across the street. “Come on,” she said, gesturing, and Josh followed her with a stupid smile on his face.

They both said nothing as they took the elevator up to Diane’s apartment, smiling at each other guiltily. Diane stepped out of the elevator, unlocked the door to her apartment, and Josh followed her in. She grabbed his grocery bag from him, throwing it on the table, then led him to the living room.

“Last chance to take it back,” Diane said to Josh.

“Hell no, I stand behind what I said,” Josh said, smirking.

“Go ahead then, ” Diane said with a naughty grin. “I want to see if you were serious,” she said.

“You got it,” Josh said, then started undressing. He pulled his shirt off, tossing it aside, then kicked off his shoes. He unbuckled his jeans, slowly pulled them down his legs, then, with Diane’s eyes on him, he pulled down his boxers, exposing his limp cock. Josh was not a model by any standard, he was slim and tall, with hair covering most of his body, but he was young and fit, and his naked body was certainly a turn-on for Diane.

“Let’s see what happens now,” Diane said, her gaze moving from Josh’s soft prick to his face. She took a deep breath, then started stripping. She started by removing her sandals, sensing Josh’s eyes on her, then continued to her dress. She took another deep breath, then quickly pulled her dress up and over her head. She looked over at Josh who was studying her body, not running away, then she continued undressing. She reached behind her back to unclasp her bra and let it fall to the floor, not looking at Josh, then took another breath, slipped her fingers into the waistband of her black panties, and slowly pulled them down. She stepped out of them, knowing Josh was watching her, then looked up at him nervously.

Josh was stroking his semi-erect cock as Diane looked up at him, both completely naked. He ran his gaze over her naked body, his eyes studying her large tits, enticing despite their sag, and took in the rest of her. She could stand to lose a few pounds, her figure womanly, full, and curvy, but that did not keep her from turning Josh on. He continued to run his eyes down her body, along her stomach, trimmed bush, and finally meeting her pussy. It was simply perfect in his eyes, her fat lips slightly parted, her pink interior peaking seductively, and as he studied her naked body, his cock hardened until it was throbbing between his legs.

“God, you’re sexy!” Josh said to Diane and looked at her. Her gaze was locked onto his member, his hand still slowly stroking it. “I told you,” Josh said, grinning. He looked into her eyes, then let go of his cock, smiling at her seductively as she studied his throbbing member.

Diane looked at Josh’s erection flattered and felt the wetness growing between her legs. He had a nice cock, not very big but enough to make a woman happy if used right. He was cut, probably between five and six inches long and of average girth, maybe a little under. Trimmed pubic hair adorned the base and his balls, and Diane gave it one last look before raising her gaze to his. “You’re not too bad yourself,” Diane said, her voice low and rasped, and she took a step forward. She took another step, closing the gap between them, then, staring straight into his eyes, she grabbed his cock, squeezed it, and began slowly stroking it.

“Oh god!” Josh gasped softly as Diane grabbed his erect member. He looked straight into her eyes, her warm soft hand gliding along his hard shaft, then he put his hand on her neck, leaned in, and pressed his lips to hers.

Diane closed her eyes and moaned into Josh’s mouth as he kissed her. She kept stroking him as they kissed, enjoying the feel of a hard cock in her hand, and felt him moan back into her mouth. He pressed his mouth harder to hers, his lips hungrier for hers, then slipped his tongue out and snaked it into her mouth. He found her tongue quickly, tasting her, and the two quickly started devouring one another, Diane pushing her tongue into Josh’s mouth, then taking him back into hers. They kissed passionately until they were both completely out of breath, then they disengaged their lips.

Josh looked into Diane’s eyes, gasping, and a small grin formed on his face. They stared at each other, catching their breaths, then Josh slid his palms down her back, grabbing her ass, and moved his lips to her neck.

“Ugh yes!” Diane cooed softly as Josh began kissing her neck sensually. He squeezed her ass, eliciting more sounds of pleasure from her, and she let go of his cock, closing her eyes in pleasure.

Josh kissed Diane’s neck, the sounds she was making turning him on so much, then started kissing down. He moved his hands to her hips, grabbing them, then slid his lips along her collar bone, down her chest, and started kissing her large breasts. He ran one hand up, along her stomach, and grabbed her tit, squeezing it, then started licking her nipple, getting it hard before closing her lips around it and sucking on it like a greedy baby.

Diane moaned, her pussy getting wetter by the minute, and watched Josh enjoying her breasts. He was tender with them, squeezing and caressing gently, licking and sucking them sensually, and her kitty was aching to be touched.

Josh had Diane’s erect nipple in his mouth and was sucking on it blissfully to her moans as she put her hands on his head and gently pulled him away. He reluctantly let go of her delicious tits and looked up at her confused. She gave him a reassuring nod, then pulled him up.

Diane grabbed Josh’s hand and slowly took a few steps back, pulling him along with her, facing her, until they were standing in front of the sofa. She bit her lower lip as Josh stared at her, then grabbed his head again and slowly started pushing him down. Josh followed her lead, getting down until he was on his knees on the floor. Diane took a seat on the sofa, Josh on his knees in front of her, then she pulled him to her, spreading her legs, and guided him between her legs, feeling his warm breath on her vulva. “Eat my pussy Josh,” Diane asked him, her voice barely louder than a whisper. She felt his warm hands on her knees, sliding up her spread thighs, and a moment later she let out a little whimper as his warm lips pressed to hers.

Josh kissed Diane’s perfect little kitty, gently pressing his lips to her glistening slit. He ran his mouth along her lips, kissing her gently, then pulled and squeezed her thighs. He inhaled deeply, her intoxicating female aroma causing his hard cock to twitch, then he pursed his lips and blew a light breeze onto her beautiful pussy. He blew out onto her slit and lips, starting down and slowly moving up, before gently blowing on her shy clit. Diane whimpered again, her naked body brimming with arousal, then Josh slipped his tongue out and pressed it to her clit before pulling away.

Josh ran his tongue along her wet slit, enjoying her soft moans. He started gently, lightly brushing his tongue along her lips, but he quickly got hungrier for her. He pressed his lips to her pussy, kissing her lustfully, then mischievously snaked his tongue between her lips, deep into her cunt, tasting her, and started eating her out fiercely.

“Oh, Josh!” Diane moaned as he shoved his tongue into her wet hole and began eating her out hungrily. His hands were tightly holding her thighs and his tongue was skillfully exploring her cunt, lapping up her juices as he shoved it into her warm wet depths. He moaned with his tongue buried inside of her, moaned into her twat, then pulled out and continued to devour her horny muff.

“God Diane, you taste so good,” Josh said, taking a quick breath then shoving his tongue back inside her. He swirled it around inside her, rubbing along her sensitive nerves, then pulled out again and pressed his mouth to her, sucking on her lips. He ran his hand higher up her feminine thighs as he ate her out lustfully, then used both thumbs to spread her open and pulled back a little. “What a gorgeous pussy,” Josh told her as he stared at her spread lips, her pink cunt exposed to him. He looked up at her, smiling at the pleasure in her eyes, then snaked his tongue out and dove straight for her clit.

“Ugh yes!” Diane called out in pleasure as Josh started assaulting her clit with his tongue. “Fuck!” she moaned as he flicked it, then closed his lips around her little nub and sucked on it briefly. “Put a finger inside me!” she ordered him, then groaned a moment later as he shoved his index finger inside her soaked hole. “Yes, just like that!” Diane moaned as Josh started fingering her pussy.

“Oh yeah, your pussy is so wet,” Josh said, listening to the sexy sounds of her wat pussy slushing around his finger. He added another finger, fingering her with his index and middle fingers, her wet pussy taking them in easily, then slipped his tongue back out and returned it to her needy clit.

“Oh my god!” Diane moaned as the pleasure took over her naked body. She could still barely believe she had a hot young guy between her legs eagerly eating her out and fingering her. He shoved his fingers into her again, his tongue on her clit, and Diane could feel it wouldn’t be much longer. “Oh yes Josh!” she called out as he closed his lips around her clit and started sucking on it. “Oh god!” she screamed; her voice shaky. She shut her eyes tightly and released a shaky breath as her orgasm hit.

Josh heard Diane squeal, his face still buried between her legs, and a moment later she was cumming. He felt her naked body tense, then with another moan, it started shuddering in ecstasy. Her legs began to shake, closing in around Josh’s neck, and he pulled his finger from her drenched cunt, grabbed her thighs, and held them as they shook while he kept sucking on her clit. She let out a feral groan, her hips bucking uncontrollably as more of her body started to shudder. She let out another moan as her body continued to shake, this one high, sounding almost painful, but Josh didn’t stop, he only released her sensitive clit from his mouth and returned to licking it, making Diane squeak.

“Ugh, Josh stop!” Diane called out to him as he refused to leave her pussy alone, making her body continue to writhe in pleasure and pain as he refused to let her climax fade. “Ugh god, please stop,” she said, almost pleading, and clenched her teeth. She was looking down at Josh, her body still shaking, and watched as he finally released her sensitive clit. She watched him sit up as a few last shivers ran along her naked body, then she slouched back on the sofa, her body finally relaxing as she took deep breaths.

Josh got to his feet, towering over Diane, and grabbed his rock-hard cock. “That was so hot!” he exclaimed, looking down at her, and started stroking his shaft. Diane caught her breath as she watched him playing with his cock, her juices, which were all over his fingers, now coating his hard shaft. She slowly sat up on the sofa, looking at his nice cock, then reached for it, waiting for Josh to move his hand away before grabbing it and starting to stroke it.

“I think I should return the favor,” Diane said to Josh, tugging on his manhood, then looked up at his face as a grin tugged on the edge of her lips. “Would you like me to?” Diane asked, and as Josh nodded, letting out a little moan, she smiled. She stroked his cock a few more times, feeling it throb in her hand, then pushed her tongue out and gave the head a teasing lick.

“Oh god!” Josh moaned as he watched Diane run her tongue along his shaft then take it in her mouth and close her lips around it, just under the head. She ran her hand down the shaft to the base, squeezing it, then sucked on him, making Josh groan louder. “Fuck!” Josh moaned as Diane pulled his cock out of her mouth with a pop. She grinned at him wickedly, slowly stroking his cock, then took it back in her mouth.

Diane slurped down Josh’s dick, coating it with saliva as she took him into her mouth to his constant groaning. She slid her lips down his shaft, enjoying the feel of him in her mouth, then slowly pulled him out, leaving just the head in her mouth, and sucked on it. Josh let out a loud moan, the pleasure clear in it, and she quickly pulled him out of her mouth and let go of it, watching it twitch eagerly. She waited for a few seconds as Josh continued to groan, waiting to see if he would cum, then smiled as he didn’t. She let him cool down for a few more seconds, grinning to herself, then grabbed his shaft, licked it, and took it back into her mouth. She pulled her lips down along his shaft, taking him as deep as she could inside her mouth without gagging, then started bobbing her head up and down.

“Fuck!” Josh called out as Diane sucked his cock eagerly. “I’m gonna cum!” he called out, moaning, and let out another feral groan. He watched to see what Diane would do, but she just kept on sucking. “Fuck yes!” Josh screamed in delight. “Ugh, I’m cumming! Fuck, I’m cumming!” he screamed, and a moment later he shot his first load inside Diane’s mouth.

Diane bobbed her head up and down Josh’s cock and stroked it with her hand as he filled her mouth with his warm sticky spunk. She felt it twitch, in her mouth and hand, and he moaned again, louder, as he shot another big load inside her mouth. Diane sucked Josh’s cock hungrily, loving every moment of it, and enjoyed the amazing sensation of having a young hard go cum while she blew it. She kept sucking him as he continued to moan and groan, shooting huge loads inside her mouth, then she just held him between her lips, just the head, and stroked his cock as his spurts weakened, milking his dick until it was drained. Cum dripped and dribbled out of the corner of her mouth as she pulled her mouth off his cock, amazed by how much he came. She looked into his eyes, his face red and panting, then swallowed all of his cum, watching his eyes widen.

“You think you can get it up again?” Diane asked Josh as she used her fingers to wipe cum off her chin and lick it clean. She looked down, noting some cum dripped down onto her chest, and used her thumb to wipe and lick that off too before looking up at Josh and smiling.

“For you? Definitely,” Josh said, grinning, and reached down for his cock. He was so turned on he was still mostly erect, and he started stroking his slippery dick.

“Good boy,” Diane said with a teasing smirk and looked down at his cock. “Let’s move to the bedroom,” she said to Josh, then got to her feet and walked over to her bedroom, Josh behind her stroking his cock as he watched her ass sway.

Diane entered her bedroom, turned on the light, and turned to Josh. She sat down at the edge of the bed and gestured Josh over. “How about I help you with that?” She asked with a smirk and Josh let go of his cock, letting Diane take charge. “Wow, you’re still hard,” Diane said, surprises and aroused by it. “God, I love young men,” she said with a smirk, then took his cock back into her mouth.

“It’s…it’s not usually like that,” Josh told Diane between moans, “only…only when I’m really turned on,” he tried to explain and moaned again as she took his shaft deeper into her mouth and sucked on it. Josh moaned as Diane continued expertly working on his dick. She sucked on it a few times, her lips around his shaft an exhilarating sight, then pulled off. She stroked him a few times, fast, a few times slower, then stopped and watched it throb in her hand completely hard.

“Did I already say I love younger men?” Diane asked teasing as she let go of his shaft. “I want you inside of me,” Diane said seductively, then slowly spread her legs, grinning as Josh’s gaze immediately moved between them.

“Condom?” Josh asked. He didn’t have any on him, but he hoped she did.

“No need. Are you clean?” She asked him.

“Yes ma’am,” he replied, smiling, and Diane laughed.

“Then come and fuck me, Josh!” Diane said in a sexy voice and gave him a wanton glare. She climbed onto the bed, pulled a pillow over, and lay down in the middle. She then spread her legs apart and started slowly rubbing her clit as she watched Josh follow her. “Oh, and Josh?” Diane said, watching his hard cock bob as he moved towards her. “Don’t be afraid to fuck me hard. I’m a big girl, I can take it,” she said, grinning seductively and Josh just nodded, a giddy smile covering his face.

Josh moved on the bed, looking down at Diane’s sexy mature body as he took his place between her spread legs. She kept rubbing her clit, looking at Josh as he got on his knees between her legs, and slid closer until he was only inches away from her kitty. Diane pulled her hand away, her eyes on Josh’s hard cock as he grabbed it, stroking it a few times, then he held it firmly and lowered it. He pressed the head to her slit, the mere contact of their intimate regions electrifying, then started rubbing his cock against her pussy. Diane purred, looking at Josh rub his hard cock along her wet slit, against her clit, then down until he had it pressed between her puffy lips. He looked into her eyes, a look of lust and victory, then adjusted his body and with his eyes staring deep into hers, he slowly slid his bare cock into her treasured hole.

“Ugh yes!” Diane groaned as Josh pushed his young cock into her wet pussy. It has been a while since a real cock, not one made of rubber, plastic, or metal, entered her kitty, and it felt amazing. She watched him push forward, penetrating her perfectly until his entire shaft disappeared inside her. He held it inside her, moaning as he adjusted to her warm wet snatch. He looked at her pussy, the way her lips wrapped his shaft, then looked back up at her eyes. He gripped her supple hips, his eyes still on her, then started thrusting.

“Ugh,” Josh moaned as he pulled his hips back, unsheathing his shaft from between Diane’s lips, pulling it out of her slick hole until only the head remained, then pushed back in with a groan. He repeated the action slowly, savoring the sensation of penetrating her sacred hole and let out a shuddering moan. “Oh fuck!” Josh moaned as he started thrusting faster, watching her pink pussy take it in, watching her lips part and wrap around it, hungrily swallowing his dick as it disappeared behind her trimmed bush.

The bed creaked as Josh and Diane made hot passionate love to one another, their naked bodies rubbing together sensually. Josh leaned down, pressing his naked body to Diane’s, and while still thrusting his hard dick in and out of her warm wet snatch, he pressed his mouth to hers and started kissing her. He continued to thrust between her legs as he shoved his tongue into her mouth, and each time he entered her, his pelvis rubbed against her clit, making Diane moan into his mouth.

“Ugh, harder!” Diane growled as Josh thrust into her, pushing his entire length into her wet twat and let out a deep groan each time he entered her. He nodded down at her, biting his lower lip, then started fucking her harder, rolling his hips as he rammed his cock deep into her slick cunt.

“Oh yeah!” Josh moaned as he fucked her hard, looking with delight at the pleasure splayed across her face. “Yes, take it! Take my cock!” Josh moaned, thrusting his hips harder, shoving his cock over and over into her as he watched her face mesmerized.

“Yes, Josh!” Diane moaned as he pushed himself deep and hard into her pussy, rocking the bed with each thrust, causing it to squeak with each plunge. “Yes! Fuck me, fuck my pussy!” She growled looking straight at him and clenched her teeth as the pleasure grew more intense. He kept penetrating her, fucking her hard, his hard shaft sliding along her lips as his body rubbed against her clit. “Harder!” She growled between clenched teeth. “Yes! Fuck me hard!” she said and let out a deep moan. “Yes, Josh! You’re gonna make me cum!” She called, a smile forming on Josh’s lips, and he started fucking her as fast as he could.

Josh was pounding Diane hard as she came on his cock. He was looking down at her face, listening to her moans, and watched her grimace contort in agonizing bliss as she finally reached her climax. She shut her eyes tightly, an expression of euphoric delight spreading across her face, and shrieked as her pussy started convulsing around Josh’s cock. He kept fucking her as hard as he could, her breasts bouncing around as the bed creaked wildly, then slowed down. She shrieked again as Josh continued to plow her, sliding his dick in and out of her drenched pussy, and a moment later her body started shaking under Josh.

“Fuck yes!” Josh called out, looking at Diane writhing under him, and slowed down even more. Her pussy continued to convulse around his shaft, sending tingling waves of pleasure along his body, and he listened to her moans with pure delight.

Diane squirmed on the bed, moaning and groaning, as the orgasm washed over her. She looked up at Josh as he slowed down, thrusting his hard cock in and out of her dripping wet pussy, and she moaned again as the agonizing pleasure relented, slowly fading away from her body. Her sensitive clit throbbed, Josh continuing to rub against it, and her naked body shivered with a few involuntary convulsions as the last of her orgasm faded. She looked up at Josh as he finally stopped thrusting, then pulled his rock-hard cock out of her pussy and stroked it slowly as he got on his knees between her legs, looking down at her.

“Oh my god!” Diane let out breathless, a stupid grin forming on her face as she wiped the sweat from her brow with the back of her hand. “Fuck, that was…amazing!” she said, chuckling to herself, and kept on panting.

“That was so fucking hot!” Josh told her, smiling, then let go of his shaft and slid down onto the bed next to her. He ran his left hand along her stomach, grabbing her tit, and started to fondle it as he began kissing her chest tenderly. “You’re not tired yet, are you?” Josh whispered teasingly, his erection pressed against her bare thigh. Diane snapped her gaze to his, smiled haughtily, then reached for his cock and squeezed it.

“Oh, don’t worry. I’m not done with you yet.” Diane said to Josh, looking into his eyes, then leaned down and kissed him as she started stroking his cock. “You think you can handle me on top?” Diane asked seductively, a wicked gleam in her eyes.

“There’s only one way to find out,” Josh said challenging, “and if not, that’s definitely how I want to go,” he added with a teasing smile and Diane started laughing her adorable laugh. She kept stroking his cock a few more times, though it didn’t require any encouragement, then she let it go.

Diane slowly sat up on the bed, Josh laying on his back beside her, and she looked at his hard cock sticking up invitingly. She slowly got on her knees, her hair matted, and looked over at Josh. She watched his eyes study her, roaming all along her naked body, and she felt a little blush creeping to her face. She shook it off, moving her gaze to his erect cock, then slowly climbed on top of him. She straddled him, then grabbed his erect cock, which was only inches away from between her legs, and resumed stroking it.

Josh let out a little groan and admired Diane’s naked body as she sat on top of him. She was sexy, even with the sag in her large tits, her curvy frame, her matted hair, and her sweat-beaded body. Maybe that’s what made her sexy, that she was a real woman, and it was what turned Josh so much about her. “Mmm god!” he moaned as her warm hand slid down his shaft, and a naughty little grin appeared on her face.

Diane looked at Josh as she slowly stroked his cock, teasing him, then stopped. She pulled his cock towards her, scooting forward along his legs, her legs spread wide, then rubbed the tip of his cock against her clit. She bit down a little moan, looking straight at Josh’s face, then pulled his cock away and pressed it flat against his stomach. She slid herself up onto it, pressing her wet pussy to his hard shaft, and started sliding her pussy along it, her lips wrapped around the shaft as she rocked her body back and forth, making Josh moan.

“Are you ready for me?” Diane asked in a sexy voice, studying the sexual hunger in Josh’s eyes as she kept rubbing her bare kitty over his cock. Josh moaned, nodding, and Diane smirked with delight. “Yeah?” she asked, her voice husky and seductive.

“Yes,” Josh said back moaning. He looked up at Diane’s face as she kept smirking at him, then ran them down along her naked body and watched her pink pussy sliding over her cock.

Diane leaned forward, pressing her clit to Josh’s shaft, and kept sliding on it. She moaned at the pleasure of her clit rubbing against his cock and closed her eyes briefly. She opened them a moment later, smiled at Josh, then stopped. She slid herself down, off his very hard shaft, and grabbed it as it sprang up between her legs. Diane then lifted herself off Josh, raising her hips up and over his cock. She held him firmly in her hand, pointing his dick straight up, and brought her opening to it. Josh mewled under her as the tip of his erection touched her soft lips, Diane nestling then between them, then, with her eyes locked on his, she lowered herself onto his cock.

Diane stifled a moan, her face contorting in pleasure as she took his shaft back inside her, feeling his hard shaft breach her so perfectly, wrapping her warm wet cunt around it until she was sitting on top of him with his dick buried to the hilt deep inside her muff. She bit her lip, basking in the pleasure of a cock filling her up and grinned at Josh. She then moved her hands to his lower stomach, shifted her body forward, and with her eyes still on his, she started riding him.

“Ugh my god!” Josh moaned as Diane started riding his rock-hard cock, sliding her slick pussy up and down his erect shaft. She started slow, taking her time to enjoy the way his throbbing shaft slid out of her, rubbing along her tender lips, then taking him back in, filling her back up. Josh’s eyes were glued to her pussy as she rode his cock, watching her pink lips gripping his dick as she moved up, reluctantly releasing his member, leaving his shaft even slicker, then watching the way her lips parted as she took it back in, hungrily swallowing his shaft. He reached for her thighs as she rode him, running his palms along her womanly legs, caressing them tenderly, then slid them over to her hips and grabbed them as she kept riding. He let go of one hand, sliding it along her stomach, then rested it on her trimmed bush and started gently rubbing her clit with his thumb.

“Oh, Josh!” Diane moaned as he started rubbing her clit while she rode his hard cock. “God, that feels amazing!” She groaned and Josh smiled. She bit her lower lip, closing her eyes, then started riding Josh’s cock faster.

“Mmm yes!” Josh moaned as Diane started riding him harder, sliding her warm wet snatch up and down his cock. “Fuck, your pussy feels amazing!” He called out, still rubbing her clit, and a moment later he let out a deep groan as Diane picked up the pace even more.

Diane began pounding her pussy down onto Josh’s cock and he couldn’t concentrate on her clit anymore. He moved his hand back to her hips and held on as she fucked him with the skill and confidence of an experienced woman. She was riding him hard, pounding her pussy down on his cock, her curvy body hammering down on his, and the slapping of their naked bodies echoed across the room.

“Oh my god!” Josh growled as Diane fucked him, her naked body bouncing on top of his. He looked up at her pretty face as she rode him, a look of concentration and pleasure as she masterfully navigated her body over his. “Diane, yes!” He called out in pleasure and continued running his eyes down her body. He watched her boobs bounce as she rode him, ran his gaze along her stomach, up her legs, then moved his gaze to her pink pussy. He watched her ride his cock hard, sliding up and down in ecstasy, his pleasure growing with each passing moment, his body growing hotter, then suddenly, Diane started slowing down. Josh let out a frustrated grunt as he looked back up to her eyes, looked back down at her pussy, then tightened his grip on her hips and started thrusting from below as hard as he could.

“Oh, Josh! Yes!” Diane squealed as he started ramming his dick into her from below. Josh answered her with a guttural groan, and Diane held herself over him and looked into his eyes as he fucked her, bucking his hips as he thrust his hard cock into her. “Yes, fuck me hard!” She called to him and watched his face contort with pleasure under her.

“Fuck! I’m cumming!” Josh called out in ecstasy, pounding his cock into Diane’s cunt, and a moment later fired a huge load of cum into her amazing pussy. He looked at her pink pussy, then up at her face, and let out another deep moan as he came deep inside her.

“Yes, Josh! Cum inside me! Fill my pussy!” Diane encouraged him and moaned herself as she felt his hard cock throb inside her. “Ugh yeah!” She moaned as his cock kept spurting inside her pussy, his warm cum filling her cunt and sending warm waves of pleasure throughout her body. Josh slowed down, growling, but kept entering her as his orgasm continued to wash over him. He kept thrusting into her pussy, but his thrusts were slow and hard. He moaned each time he pushed himself into her, shoving his cock deep inside her and squirting another load of spunk each time. He shoved himself into her one last time, groaning louder, then pulled her back onto his shaft and stopped moving, laying there motionless with Diane on top of him, his dick inside her pussy.

Diane and Josh were both panting, their faces red, and they looked at each other as they caught their breaths. Diane looked into Josh’s eyes, and a grin tugged on her lips as she felt his cock going soft inside her cream-pied pussy. Diane grinned down at Josh, a smile forming on his face a moment later, then she leaned down and pressed her lips to his. She kissed him, a soft tender kiss, then pulled herself off him.

A mixture of their combined juices dripped out of Diane’s pussy as she pulled it off Josh’s limp cock, coating it with their sticky matter. She took a seat on the bed next to him, looking down at his cum-covered cock, then spread her legs and looked down at the cum dribbling out of her pussy. She looked up at Josh, his eyes between her spread legs then reached between her legs and started rubbing the top of her pussy.

Josh sat up in bed, right next to Diane, and looked at her playing with her pussy. He watched her for a few moments, realizing she needed to get off again, and dutifully moved to take care of her. He reached between her legs, running his hand up her thigh, and as his hand moved to her kitty, she pulled her hand away. “Lay down,” Josh told Diane in a tender voice, his hand already caressing her intimate folds, and Diane slowly slid down to her back. Josh watched her naked body as she lay there, so beautiful, her chest rising and falling with her breathing, then he leaned in. He pressed his lips to hers for a hungry kiss, playing with her pussy all the while, then broke the kiss. “I want to see you cum again,” Josh whispered. Diane nodded, then he moved his mouth to her breasts, closing his lips on an erect nipple, and started sucking on it as he rubbed her clit.

It didn’t take long for Diane to cum again. She was so turned on, her body so ready, that within a minute she started writhing on the bed. She moaned, Josh’s fingers strumming on her clit, and his lips around her nipple, sucking on it, only heightened the divine pleasure. She let herself go, giving in to the orgasm, letting the burning pleasure flow along her body until fading away. A few last shivers ran through her, her last moans sounding almost like little sobs, then she went still. She looked up at Josh, exhausted, as he finally stopped touching her, her entire body sensitive and raw, then he slid down on the bed next to her and lay down.

They lay on the bed in silence for a few minutes, both recovering from the amazing sex they just had. Their bodies were barely touching, only their arms and thighs grazing each other. They lay there in silence as the exhaustion took in, looking up at the ceiling, and just as Josh felt his eyes close, Diane rolled over on her side.

“Thank you, Josh,” Diane whispered into his ear as she threw a hand around his chest, pressing her naked body to his.

“For what?” Josh asked, accepting her embrace while still laying on his back, wrapping one hand around her shoulder.

“For making me feel like a sexy young woman again,” Diane answered, running her hand along his chest.

Josh rolled over to his side, throwing a hand around her then pulled her close to him, pressing her warm naked body to his. He ran his hand along her side, down to her hips, then back up. He looked into her eyes, pressed his lips to hers, and kissed her tenderly. He looked deep into her eyes as he pulled back from the kiss and gave her an intense glare. “You are a sexy young woman,” he whispered to her, then smiled and closed his eyes, inhaling her feminine aroma as he held her warm naked body tightly.