Exchanging Flesh Ch. 12

Chapter 12: Irresistable Temptation

**don't worry. you need not have read the rest of the novel to try this. esl**

The next woman I cheated on Mae with was Beatrice. There being no polite way to put this, I'll just come out with it. Beatrice was Mae's mother.

Yeah, she was at the wedding, too.

There was no initial attraction between us. I mean she was my wife's mom, for Christ sake. Bea, I called her Bea, was fifty-eight and a typical middle-aged housewife with five children. Mae being the youngest. Mae's father had divorced Bea when Mae was young, but since they were Catholic, Bea still considered herself married. She was a trim older lady whose once light brown hair had turned gray. She wore it in an old lady perm. Despite having five child births, she looked great. Mae had a photo of her when she was younger and she looked a dead ringer for Janet Leigh.

Though the lines of her face softened with age, she still bore a resemblance.

She was wonderful to me. Treating me like a son rather than a son-in-law. But I noticed a sadness in her.

When I graduated college, Mae and I spent a few months staying at Bea's home. Mae and I soon found work, unfortunately we had opposite schedules. Mae working days, me working nights. Not the best for young marrieds already in trouble.

This schedule however left me at home most days with Bea. She would cook our meals and we'd eat together and we developed a bond. Nothing sexual. Just friendship. I suppose at the time I was feeling lonely in my marriage and Bea was definitely lonely without her husband.

But, as I said, I had no sexual thoughts for her nor she for me. That is until an accidental incident which led to my getting a glimpse at her naked body.

I had gone out one morning for a jog. Bea always showered while I did this to have the bathroom ready for my return. Mae was off at work.

Well, this one morning, I broke a shoelace only a few minutes into my run. So I went back to replace it. I usually was gone about forty-five minutes so Bea would not be expecting me back so soon. When I came up the stairs and rounded the corner, there she was, standing in her bedroom with the door wide open.

She was powdering her soft naked body with baby powder. Looking down, she did not notice me as she patted the white talc into her skin. Her fifty-eight year old body was beautiful. Large breasts, somewhat flattened and the brown nipples toughened from nursing five kids. Full hips with a slight paunch where she carried those kids. Her waist was still narrow and her legs good and strong. Light curly fur topped her ripe pussy.

She had light feathery skin. Soft wrinkles around her eyes and slight sagging at her neck. Her body seemed soft and well worn.

I stood there transfixed, watching her smooth the powder into her round belly, tiny furrows of spidery wrinkles being made by her fingers. Her heavy breasts swaying gently as she did. The skin of their sacks straining as they did. She lifted her arm up to powder her underarm. When she did this, her face met mine.

There was a frozen moment as she stared at my face in the doorway. I must have looked a goof with my mouth hanging open like that.

Then she reacted.

"Oh my goodness," she said, covering her breasts with crossed arms.

I immediately bowed my head, looking at the floor.

I stammered, "I'm sorry. I ... I broke a shoelace. I came to get a new one. I'm sorry."

And I bolted to my and Mae's room.

I didn't know what to do. It was so awkward. I decided I'd better just go run, try to get her body out of my thoughts.

I fixed the lace and quietly peeked out the door to look into the hallway.

Her door was closed. I quickly snuck past her bedroom to the stairs. I paused for a moment, wondering if I should knock and apologize again. I smelled cigarette smoke. Bea was always sneaking cigarettes, even though it was her house. Mae hounded her mercilessly about smoking. She usually went outside on the porch, however, if she was lighting up in her room she must be really upset.

I decided to let the moment pass and ran down the stairs.

I tried to jog but pictures of her naked body floated into my head. A brown nipple half white with powder. Her slightly wrinkled navel. A white dusting on her gray pubic hair. So many pictures I ended up with a raging hard-on that was impossible to jog with.

I found a bench and sat for an hour before I decided it was time to go back and face the music. It was an accident for God's sake. She had to realize that. What she didn't know was that now I was physically attracted to her.

I entered the kitchen and found Bea dressed in a blouse and slacks, sitting at the table reading the newspaper. Little half glasses perched on her upturned nose.

I started, "I'm really sorry, Bea, I never..."

"It's all right, Danny," she interrupted me. "It was silly of me to leave the door open. I'm just not used to having people in the house after all these years. I promise to keep it closed from now on. No big deal."

I nodded. She went back to reading her paper.

I went up to take a shower. I knew I was lost because her little nose crinkling under those half glasses was about the sexiest thing I'd ever seen.

I jerked off in the shower. Stroking my soapy dick as I pictured her sagging tits wrapped around it.

Not for a minute did I believe Beatrice left her door open on purpose. She had no reason to expect me home. But I began to think or maybe hope she had in the coming weeks.

In these weeks, Bea behaved the same toward me as she always had. Neither of us told Mae what had happened. Which somehow, though we never spoke of it, made it seem as if there was a secret between Bea and myself.

For my part, I found myself pursuing more and more opportunities to be with Bea. I even became a light smoker, much to Mae's chagrin, so I could sneak the occasional butt with Bea on the back porch. Indeed, during this time I stopped thinking of her as a mother-in-law and found myself deeply drawn to her as a woman.

She never acknowledged any change in our relationship. But she did seem to enjoy having company in our stolen smokes. Gradually, we lost all son-in-law/mom-in-law chit chat and talked to each other as equals.

Bea revealed herself to be much more than a housewife. A sensual woman interested in art, literature and travel. A woman deeply saddened by her husband's betrayal, but also deeply religious so that she felt powerless to go on with life with another man.

Her husband, who I had only met a few times, had timed his break-up to coincide with Mae's going off to college, so many things Bea had expected to happen once her children left the nest, travels, one-on-one time spent with him, were not to happen.

I, on the other hand, realized this meant she had not had sex in some five years. And although before I saw her naked, I never would have thought of her as a sexual person, I now definitely did.

I suggested we start bringing little brandies to have with our cigarettes. She balked at first but when I brought them anyway partook of the liquor. It seemed to loosen her up. She smiled more often showing her white teeth.

Mae noticed the longer time spent sneaking the smokes.

"Well, you two seem to be getting cozy now you share that disgusting habit. For all the time I see you you might as well be married to my mother," she said one night as I got into bed.

I shrugged, "For god's sake, it's your mother. If you'd let her smoke in her own house neither of us would be out there."

"Well, you never seem to want to be with me anymore. Our schedules are so different we have to make use of every moment together," she said.

I felt this was some kind of invitation so I put a hand on her hip. She rolled into me and we made routine love in the missionary position. The only thing that made it interesting was when I pulled out to masturbate on her stomach so as not to get her pregnant, I imagined it was Bea's soft round tummy that was accepting my sperm.

One morning when I came back from my run, I headed up the stairs. We had been very careful no to cross paths since the incident but for some reason I met Bea coming from the shower. She was wrapped in a robe that showed her good figure and wore a towel around her wet hair.

We stopped short when we saw each other. With bowed heads, we moved past one another. I don't know what possessed me but maybe the tension had gotten to me. As she stepped into her bedroom, I said, "You're very beautiful, Bea."

She paused for the briefest moment then closed the door behind her.

I winced and went into my--our room, Mae's and mine, and took off my running clothes. I was naked, my cock half hard, when there was a knock at the door.

It had to be Bea. Mae wasn't home. And wouldn't Mae knock. Was she mad? Glad?

I threw on my robe and opened the door. Beatrice stood there smoking a cigarette. One arm was folded under her chest, the other rested on her fist as she held the smoke to the side of her face. She still wore her robe and towel. She did not look happy.

"We have to talk about this, Danny," she said, after taking a long drag.

I said, "All right."

"I thought we had both forgotten that incident but it seems to be forever with one of us."

"I can't get it out of my mind," I said simply.

"Look, Danny, I've enjoyed your company, your attention, but it has to stop. You're married to my daughter, for goodness sake. There can be nothing between us. It would be terribly wrong," she said.

She seemed to be making excuses rather than stating facts.

I said to her, "You seem to have thought about it."

She looked at me.

"What?"

"You know all the reasons why we can't, you must have thought about the reasons we can," I said.

"That's ridiculous. I could never ... Even if not for Mae, I'm a married woman in the eyes of the church..."

"You're a beautiful, sensuous woman in my eyes. A woman who was betrayed by a man and feels terribly sad," I said. "A woman who should be made love to very often and very well."

I really couldn't believe what I was saying but I felt it was my only chance.

She sucked on her cigarette. The fine lines around her eyes furrowed.

"This is preposterous. I can't believe this is happening," she said.

"You knocked on my door. You could have just left what I said in the air. Like when I saw you standing there naked," I said.

"Stop it Danny," she said, but I saw her left nipple harden under the thin fabric of her robe. "Why would you want an old woman like me? I'm more than twice your age."

Good. No Mae. No husband. Just us.

"You are the sexiest woman I know of any age." I put my hand on the side of her face and touched her lip with my thumb. I caressed the fine lines around her mouth.

When I kissed her, I felt her surrender as I slipped my tongue past her teeth. But when I began to take her in my arms, she pulled away.

"My god, we can't," she said, backing away. "We can't do this, Danny."

She put her fingers to her lips searching for our kiss.

"Bea," I said, moving toward her.

She put her hand up to stop me.

"No," she said firmly. "I want to...but we can't. I can't."

"But you do want to?"

"Yes."

"Then we can. We can do anything."

"No."

"No one has to know. We practically live together during the day anyway," I said, seizing the moment.

She looked at her cigarette, then for a place to put it out. There was none, only the ashtray in her bedroom. She went in. I followed.

As she stubbed out the butt, she said, "It just seems so wrong."

"It just seems so right, that's what's wrong," I said to her.

She turned to say something the stopped herself. "Oh, my god."

I followed her gaze to my groin where my robe had come open and my half erect penis was exposed.

When I started to cover myself, Bea said, "No, don't."

I looked at her. She had a curious look on her face as she studied my penis.

"I've never seen a man's penis except my husband's. Of course my sons' but only when they were little. And I've never seen one without it's bonnet."

She moved to sit on the edge of the bed. There was five or so feet between us. Her eyes were glued to my cock which was now growing rapidly.

"My, it's so big," she said. "May I touch it?"

I moved closer to her. My penis bobbing in front of her face. Bea ran her fingers lightly over the head and down the shaft.

"It's beautiful," she said.

"Thank you," I said.

She held it tenderly in her small hand.

"Danny," she said.

"Yes."

She looked up at me. "No one must ever find out."

"I know, Bea. No one will."

I caressed her beautiful face and brought her mouth to the head of my cock. Her lips brushed the tip and she stopped.

"I've never done this before," she said.

"Done what?"

"Put a man's penis in my mouth."

I stroked her cheek and said, "I think we're going to do a lot of things you've never done before."

"Does Mae do it for you?" she asked.

"Bea, one rule. Mae doesn't exist when we're in this room. No one does. It's just you and me. Deal?"

She looked at me, little tears in her eyes, and said, "Deal."

I brought her mouth back to my cock, which had never left her hand. "Just open your mouth and lick the tip of it."

She did, running her tongue lightly around the head.

"It tastes good," she said. "Sweaty, but good."

"I could go shower."

"No, I like it," she said.

"Now, take the head in your mouth and suck on it," I instructed. She clamped her lips firmly around the crown of my cock and sucked hard. She even thrashed her tongue about under it. Bea was going to be a far better student than her daughter, Mae.

"That's perfect. Now just loosen your lips a little and bob your head up and down." I removed the towel from her head and stuck my fingers in her damp gray hair so I could show her the proper rhythm. Her head bobbed nicely up and down on my cock, taking in four or five inches at a time.

"Undo your robe," I said. "I want to see your beautiful body while you suck me off."

Bea stopped sucking me to untie the knot on her robe. I said, "No, do it with my penis in your mouth."

She quickly gobbled my cock back in her mouth and, head bobbing away, undid the tie and slowly dropped the robe from her shoulders revealing her upper body. Her heavy breasts swayed gently as she sucked my cock. I ran my hands over the papery skin of her shoulders. My fingers stroked the dry softness, leaving tiny trails in her lax flesh. I reached down to cup one of her grapefruit sized tits where it hung in its wrinkled pouch. The skin around her thick tough nipple puckered as I fingered the brown thing to life. I pushed the engorged bit into my testicles, stretching the skin of her breast into a thousand valleys.

As she genuflected on my cock, I slapped my balls on her well endured teat. I felt my orgasm coming. I knew I wasn't going to last long, my anticipation had been so many weeks lasting.

I dropped her breasts and told her to touch my testicles. She cradled them in her free hand, testing their weight.

I stroked her apple cheeks as her lips accepted my cock. When I began to come she pulled away but I grasped her head firmly between my hands and held her mouth on my erupting cock.

"No, drink it," I said. "Drink it all down."

She relaxed and placed her hands on my hips as I sent gobs of my young spunk onto her old tongue. I slowly fucked her mouth until I was dry.

I pulled out of her lips but left my cock bobbing in front of her face. It was angry red.

Bea put her fingers to her lips as she finished swallowing my come. "Oh my, never, never before. It tastes so good. So sweet and salty. And kind of indecent."

I squeezed my fingers firmly down my prick till another plug of come oozed out of the tip. I ran my cockbead over her bottom lip, depositing it there. Bea sucked that lip into her mouth, savoring the taste of my semen.

I bent over and kissed her mouth. Our tongues mingling, the salty taste of my come. I broke the kiss and looked at her soft crinkled cornflower blue eyes.

"I've been waiting so long for you I couldn't hold back. Your sexy mouth just pulled it out of me," I said.

"I've never done that before. You know, fellatio. I didn't know if I was doing it right. Then when your semen started to come out, I didn't know what to do," she said.

"You did perfectly," I said. "Now it's my turn."

I laid her soft body down on the bed and kissed her mouth and face. Meanwhile, I ran my hands down the furrowed skin of her neck to where her heavy breasts flattened against her rib cage. I flicked her nipples to life then bent my head down to tongue the engorgements. As I licked and teased her teats with my teeth and tongue I roamed my hand over her soft belly where it's roundness had carried five children. I dipped my finger in her navel where the skin puckered around it.

Bea breathed shallowly then more quickly as I made my explorations. I was holding the taut nipple of her right breast between my teeth when my hand found the course hair of her pubic area. As my fingers scratched at the gray hair, Bea murmured what was becoming her mantra. "Never before."

I touched her clitoris lightly with my fingers and her hips rose off the bed. I remained there playing with her clit and sucking at her breasts for a few minutes, letting her get accustom to these new sensations.

Bea writhed on my hand and caressed my head. When the time was right I stuck two fingers in her long unused vagina. It was slightly moist. The rubbery lips spread easily at my finger's thrust.

She let a soft groan escape from her pursed lips. I went to work, thrusting my fingers in and out of her, thumbing her clitoris as I did. When her breathing was rushed and she was clawing at the back of my head, I left her tits and swung down to replace my thumb with my mouth.

"Oh, my god," she said. She put her hands on my shoulders as if to push me away. I took the long forsaken bud in my mouth and sucked it. I teethed it and tongued it. Hard, because I knew she was about to come.

Bea rattled on, "Oh my, no one's ever done this to me. Never. Oh my goodness, it feels so good."

When she came, I reached up to grasp her big, hard-nippled tits and drove my tongue into her gushing pussy. She rode my face like that for several seconds until she came a second time.

She put her arms around my hands on her teats and hugged them to her. I came off her pussy with a kiss and gave her clit a final lick. Then I brought my wet face to hers.

"Lick my face," I said. "Lick your juice off my face."

She began tentatively to lick my chin but was soon sucking greedily at my lips and nose, every place that was splattered with her come.

"So good," she said. "Different than yours--but good, too."

"Wait till you taste them together," I replied.

She giggled and wrapped her arms around me, feeling my hard-on brush against her thigh. She looked at me, a little puzzled.

"So soon?"

"It's you, Bea," I said. "You're so damn hot I can't get enough."

She kissed me joyfully.

While we kissed, I notched the head of my cock in her pussy door. Bea jumped at the size of it. I looked in her eyes. They nervously stared back.

"This one's to make love with," I said.

I pushed my penis slowly into her wet vagina. I had to stop several times as I opened her unused canal with the gentle probing of my cockhead. Beatrice moaned of the size of my cock and when I finally reached the end of her pussy my cock was in to the hilt. She squirmed down on it so I could not escape, her eyes closed and nipples hardened as she had a silent orgasm.

When she was done I kissed her lightly and began to slowly fuck her to death. She came two more times as I worked my meat in and out of her. Rolling my hips, slowly, lovingly.

As I felt my own orgasm coming I quickened my pace. Bea grabbed onto my arms and said, "Oh yes, do it. Come in me."