Greybush

I was spent, though I stayed hard for a few minutes, savoring the feel of my cock swimming in her come soaked cunt. When I started to soften up, I slowly pulled out, kneeling in front of Sally. As I got my balance, I saw a long drab of semen slowly seep from her pussy and down her ass, making her giggle.

"Mmm...you made such a mess of me. I haven't had that in a long time."

"You miss it??"

Sally got a dreamy look. "Hell, yeah. I've been with a handful of guys since I started going out, but none of them came like that. It's like you really wanted me."

I lay down on the bed next to her, taking her hand in mine, and looking into her eyes. Wow, she has such beautiful eyes, I thought. "That's because I really wanted you," I said, kissing her. "Right from the time I saw you at the check in desk at the doctor's office."

Sally looked at me in semi disbelief. "Seriously??"

"Quite seriously. There is something about a gray haired woman that just turns me on. Not all of them, necessarily, but every once in a while, I see someone with that perfect shade of gray that just gets my attention." I kissed her. "And you had the added appeal of possibly being braless, which I think is incredibly sexy when it's just an everyday thing. There's just something so hot in a subdued way about a woman who is just going about her day, no bra, as if it's something natural. It drives me crazy. So, yes, you were checking all the boxes."

Sally smiled. "You really think of me as hot?? At my age??"

"Absolutely. Age is no barrier to hotness. Some women just have it. And you do in a big way." I looked down at her leaking cunt. "And I see from your reaction that I was right on about it."

Sally backed her head up a little, as if to look at me like I was crazy. "You know, I caught on to you checking me out pretty quick. I thought you were going to bore a hole in me, the way you were looking at me in the waiting room."

I blushed. "Oops. Cold busted. I was trying to figure out if those magnificent tits were in a sling or not."

"Yep, caught you red handed. I thought, let's see how bold you really are. That was when I asked if you wanted to see my tits."

I laughed. "Normally, I would have been apologizing up and down, but there was something about you that made me think, let's go with this and see where it leads. I didn't expect this, though!!"

"Yeah, you called my bluff on that one. But once I figured out you weren't so bad after all, I thought, what the hell. It might be a conquest for you," Sally smiled at me, squeezing my hand, "but then, it might just be a conquest for me, too."

I pulled her hand to mine and kissed it, and again looked into her eyes. "I have a feeling this is not a conquest or a challenge any more for either of us."

Sally looked at me. I thought I saw in her eyes the glow of tears welling up. She leaned over to me and kissed me again. I let go of her hand and pulled her close to me, wrapping my arm around her back, holding her close. As we broke our kiss, l lay on my back, moving her so she could rest her head on my shoulder. Her hand moved to my chest, her fingers running through the hair. I kissed the top of her head. She giggled as another blob of sperm leaked from her pussy, down her thigh and onto the bed. I kissed her hair again, then reached down to pull up the covers. It wasn't really cold, but we had some wet parts that were going to get chilly quickly.

Sally snuggled into me. I kissed her hair again. She looked up at me. "This is nice. I haven't felt this comfortable with someone in a long time. Alan and I had a good sex life, but that's been gone for a few years. The occasional guys I've been with have been...OK...but no fireworks. I mean, the sex was good, but not necessarily fulfilling."

I kissed her hair one more time. "Yeah, it's funny how such and intimate act can be so cold sometimes."

Sally let out a short laugh. "Yeah, it is kinda odd. Something that's supposed to bring closeness only leaves you lonelier. And sometimes, it's just awkward. I had a couple of dates with the son of a friend. He's in his early 50's and I've known him for years. That was one of my first affairs. For as well as I knew him, it was still awkward."

"I could see how it would be, especially someone you knew-and who knew you."

Sally laughed nervously. "Yeah, I think that was a lot of it, though he said being with me was something he had fantasized about for a long time. That and, it was one of the first times I had been with someone other than Alan."

"I could see how that would be uncomfortable, even though you had his permission, even if he may not have realized what was going on."

"True, and it took me a while to get used to the idea of sex with someone other than Alan. But for as strange as the way we met, I feel close to you; safe." Sally looked up at me. I could see the tears building in her eyes. "Loved, even."

I pulled her close to me. I felt a tear dropping onto my chest. "I'm glad," I said, kissing her gray hair. "I want you to feel safe and loved. I think that's because we have a shared struggle, a shared understanding." I kissed her again, hugging her tightly. "It's nice to have someone to talk to who understands what you're going through." I took her chin, raising her face so I could see her. "I'm glad I met you, even if I was rude at the start. I never would have guessed we'd have ended up here." I kissed her lips, making her smile. "And I don't want this to end here." I caressed her cheek. "If you'll have me, I'd like to see you again." I kissed her. "And again." I kissed her once more. "And again..." Sally smiled. I took her cheek more firmly. "And I want you to call me when you need something, or just need to talk to someone. I know respite help can be a challenge to get, and how demanding it can be to take care of someone with needs."

Sally looked up at me, her blue eyes sparkling. "Thanks. For a smart ass gawker, you're OK." She smiled, the kissed me, long and sweet. "You might just save my life." She frowned momentarily.

"You OK??"

"Yeah, real good. I love being snuggled up, it's so comfortable. But I gotta pee." We both laughed, and Sally rolled over me to make for the bath. I watched as her ass walked away from me, sashaying side to side as she moved. I heard her pee, then she came back to bed. She looked even better from the front than from the back, and that was impressive. I watched as her tits swayed, and her long legs moved as she walked, her thighs framing a nicely thick gray bush that was still wet and matted from having just been licked and spermed. I smiled as she got back into bed, my cock responding to the visual she had just given me.

Sally, instead of going back to my side, straddled me, stroking my cock. "Ready for more, I see. Not bad for an old guy," she said, now with a wicked smile.

"I told you that you were hot," I told her, smiling.

She moved down on the bed, kneeling in front of me, and took my cock in her mouth. She licked me clean, but didn't stop there, lovingly sucking on my cock til it was fat in her mouth, then letting go so she could lick my balls, which were hanging low since I'd had my release. The way she manipulated them was heavenly, as she rolled them around in her hand, then licked them up and down, taking first the left, then the right, into her mouth. My cock was now bobbing up and down as she gently sucked my nuts, becoming incredibly stiff, Sally helping me along by stroking my erection as she played and sucked my balls.

Once Sally had me fully charged, she moved back up, her thighs astride me, her gray pubes just grazing my pulsing cock. She took it in her hand and pointed it right at her again wide open labia. She looked me in the eye as she moved down, and I felt my head plunge between them, then slide ever so slowly into her depths as I watched my shaft slip into her steaming gray haired twat. Finally, I reached her greatest depth easily due to the load I had already deposited, the head of my cock pushing against her womb. I felt her ass come to rest on my balls, and she moved slightly back, then up, and I was firmly inside her. She looked down at me, closed her eyes and sighed.

After a few minutes she opened her eyes, then leaned forward, her lips meeting mine in a long kiss. I felt her tits on my chest, a very pleasant sensation. She moved her hips up and down as she lay on me, and I met her eagerly. After a while, she sat up, riding me slowly. I took her hands in mine, squeezing them as our eyes met. I let go, grabbing her hips to accentuate the feeling of her clit on the base of my cock. As the sensation built, she opened her mouth, letting out a long, low moan. I thrust up into her quickly, drawing a yelp as I pounded her clit unexpectedly. She smiled. I pulled her close, and rocked so she'd get the full sensation of her clit on my pubic bone, and thirty seconds later, she let out a loud moan and her hips shook for a long moment, her pussy soaking me as she came.

Sally regained some composure, then leaned down to kiss me. "I love how you make me come," she whispered.

I pushed her back up. "Turn around," I said. Sally dismounted, turned, then remounted me in a reverse position. I started rocking under her, which was having a similar effect as our previous round, only now I could feel my balls on her clit. I pounded from underneath for a few minutes, til Sally was starting to whimper from the contact. I slowed my pace, and she took my balls in her hand, fondling them and pushing them into her clit, rolling them around on it and rubbing her clit into them. She was soon on the verge of another orgasm.

I got a pillow and put it behind me so I'd have better reach, then slid my hand around Sally's waist, playing in her bush. I heard her giggle, then I reached down a little farther, coming in contact with her clit, eliciting a soft moan. I rubbed gently in a circle, making her moan a little louder, then a sharp whimper as she rose into climax. I maintained pressure on her clit as she came, enjoying the feel of her clenching pussy as it juiced all around me. Finally she relaxed, turning to look at me with an exhausted look, then lifted off me.

Her departure was only temporary, as she turned to again face me, sliding her gray pussy back down on my cock, again leaning down to kiss me. She started moving her hips up and down, grinding on my cock. I knew the second time was going to take a while, but we were now getting to the point where I was going to come again.

Sally pulled away from our kiss, looking all disheveled as she sat atop me. "I want you to come this time, too." I took her hands, giving her some leverage as she rode.

I smiled up at her. "I want that, too. Let's see if we can do it together."

Sally kissed me again, her eyes sparkling as she pulled away. "Mmmmm...that would be nice. I'd love to feel you coming in me while I come." She started to ride me slowly, and I pushed up from under her. Our eyes were locked on each other as we became one, finding just the right moves to spur each other to the desired conclusion. Finally, Sally's breath got short and shallow, and I felt her pussy clench on my cock. I took her hips and pulled her onto me hard, getting my cock deep in her, grinding her clit on the base of my cock at the same time. She whimpered and her hips shook. I rotated them on top of me, and I felt the head of my cock pulse, and I knew I was going to unload a second wave of sperm into her.

I pulled her tight, and let go. "Coming, Sally honey," I said quietly. She didn't hear me, as the heat of my come inside her, flooding her, set off her own orgasm, her pussy now juicing around me, hips convulsing as she came with a yelp. She fell forward, her tits crushing into my chest, kissing me hard as she rode out her climax. Finally after what seemed like forever, we followed our long, hard kiss with short, sweet ones now that the peak of our climax had passed.

Sally raised herself up, allowing me to take in the vision that was atop me. Her hair was now going off every which way, her tits slightly drooping as she hovered over me, their red nipples stiff, her long legs astride me. My cock was still mostly hard, and I could see the shaft still poking into the gray hair between her legs. She was beautiful. I told her so, pushing some stray strands of hair away from her eyes.

Sally smiled. "You've made me feel beautiful." She kissed me. "Really, more than anyone has in a long time." She kissed me again. "You're not intimidated by my age, or scared off by it, as some guys have been."

I laughed. "Yeah, I can imagine that. A lot of guys don't see someone your age, or even my age, as sexual. They just figure anyone over about 45 is a dried up old hag who thinks sex is dirty." I pulled Sally to me, kissing her. "And are they ever missing out." Sally smiled and I kissed her again.

"The gray hair doesn't help, especially down there," she motioned to her crotch. "I thought of coloring it, but my hair is rather fine, and I don't want to damage it."

"Well, I think your gray hair is one of the best things about you. And I think this," I gave a quick thrust in Sally's pussy, the base of my cock banging her clit, making her jump and smile, "is sexy, too." I smiled at her, and she kissed me. "I'm going to start calling you 'Greybush'."

Sally laughed. "You're going to have to grow a beard, so we can be 'Greybeard' and Greybush'. We'll be a couple of pirates."

"Yeah, I'll be a pussy pirate, because I'm going to plunder that gray haired pussy. You'll be a pecker pirate," I kidded her.

We both laughed giddily. "Yeah, because I'm going to make you walk the plank and dive right into me!!"

I was wilting quickly, and slipped out of Sally's soaked pussy, and she rolled off me, taking a position with her head laying on my shoulder. Again I savored the view of her long, lanky, shapely body next to mine.

"I was serious about you calling me if you need."

Sally looked up at me. "I know. It's very sweet of you."

"Even if it's three AM. I'm usually up late anyway, but anytime something comes up and you think I can help, feel free. Any time."

Sally snuggled into me. "OK. I will. Thanks. You're sweet." I rolled toward her and put my arms around her, pulling her to me, holding her close. I felt her relax and meld into me, then put her leg over mine. I kissed her hair, and we stayed for about 15 minutes.

Finally, Sally pulled away from me. "I have to get going. My home care aide gets off at five, and I need to be there to take over."

I kissed Sally softly. "Do you need to clean up?? I can set you up for a quick shower."

Sally thought a moment. "Yeah, that would be good. At least I won't smell like 'who just got laid' when I come in the door. I like that you're all over me, but I have a feeling," she dipped two fingers into her still leaking twat, "I'll be feeling you for a while." She kissed me back.

I got her some towels and showed her to the shower. I joined her, and we washed each other off thoroughly, enjoying the feel of each other's bodies in the warm, soapy water, lots of hugging and kissing and sensual touch. It was a nice way to cap the afternoon, even though I was too spent at that point to get hard again, the loving contact was delightful. We finished up, and Sally tracked down her panties, jeans, and sweater. It was almost as much fun watching her pull her sweater back over her tits as it was watching her take it off.

"Question for you," I said as she straightened her sweater.

"Sure."

"Do you always go braless?? It's really sexy."

Sally smiled. "Depends what I'm wearing. This is really soft, and it's comfortable. Some things, not so much, since they rub me raw, or they're scratchy."

"Well, I hope you have a lot of those soft, fuzzy sweaters, I'd love to see you in some of them."

Sally laughed, getting the song reference. "I think I can find one or two for the next times we do this." Sally smiled, kissing me. I walked her through the house and out to her car.

"I'm glad we'll do this again. This has been a treat, and you're a lot of fun. For once, being a smart ass paid off for me."

Sally kissed me as we stood at her car, then looked up at me. "I'm glad this turned out the way it did." She gave me a scowl and punched my shoulder. "Even if you are a lech." We laughed at each other, and kissed again as she got in her car. "I'll be in touch. I don't have a set schedule for when I can get away. I'll call you." There was a sadness in her blue eyes.

"Even if you can't get away, call me. It would be nice just to talk to you and see how you're doing. It doesn't always have to be pounding sex. Just hearing a friendly, understanding voice can do a world of good."

Sally took my hand. "You're right. And I could use that." I leaned down to kiss her, a slightly lingering affectionate kiss, and stood up. And then she was gone.

We did talk several times over the next two weeks, and had another date then, lunch, and a pleasant afternoon spent exploring each other, both physically and emotionally. Sally has become quite comfortable with me, confiding many things. She turns 78 later this month. I have a lunch planned for us at one of the nicer local places, followed by an afternoon of delight, which I am going to make all about her. The joy of being friends with benefits is when I can be the benefit, and bring Sally the joy she needs. I'll keep doing it as long as she'll have me. And I get a benefit every time I see her in one of those soft sweaters.