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I stepped out of the elevator on the fourth floor, took a left down the hall about thirty feet then took the first right I came to. I stopped directly in front of an expensive, heavy mahogany door with the silver metal numbers 4470 affixed just above a tiny peephole. As usual, I knuckle-tapped the door just loud enough to be heard inside and chanced a nervous glance up and down the hallway. Still empty. Good. I hated being out in the hallway in front of Walt’s. The deadbolt clicked about ten seconds later and as soon as the door budged, I pushed my way in.

“Jeez Ray! Just barge right in.”

“Well fuck Walt. Everybody in the building knows you’re gay. I’d rather not stand out there banging on your door any longer than necessary,” I said.

He laughed at me and I grinned despite myself.

I’d met Walt a few months earlier when he answered a personals ad I’d posted. He’s gay. I’m not. I don’t even consider myself bisexual really. I’m happily married and have sex with my wife on a regular basis, but every six months or so I get an urge to mess around with another guy. By the time I’d sifted through all the responses to my ad, deleted the obvious players and the freaks, Walt was the only one left. We met at his place, talked a little and decided we were compatible enough so we went for it. The short version is… I wanted to suck a guy off and he turned out to have temporary erectile dysfunction from some prescriptions he was taking. I never did get what I was after. He gave me a great blow job in the shower and I left. We tried it a couple more times with the same results. The attempts at anything sexual ended, but we’d become pretty good friends by then so we kept in touch.

“Your text said you had an emergency. What’s the big fucking emergency?” I asked as he led me into the living room and waved me toward his sofa. I shoved throw pillows off to one side and took a seat.

Walt perched himself on the front edge of the recliner directly opposite where I sat and, as usual, apologized for not cleaning his perpetually spotless condo before I arrived. He was bald as a cue ball with a gray goatee and at 55, he was a couple years older than I was, but thinner than he should be and a couple inches taller than my 5’ 8”.

“Hey. Walt. Stop with the bullshit about cleaning your house. Tell me what’s going on,” I harped at him in my typical blunt manner. I knew if I didn’t keep him focused he’d take off on some tangent about his daughter or the decorator or some equally boring crap that only a drama queen like himself would find interesting.

“It’s Sarah,” he said. “The emergency is Sarah.” I knew from too many past conversations that Sarah was his girlfriend. Specifically a girl who happened to be about his closest friend and really wanted to be his actual girlfriend. The two of them shopped and took walks and had dinner parties and holidays together. I’d never actually met Sarah, but I did have a few hours of hearing about her under my belt.

“What about Sarah?” I asked assuming it was probably some more inane drama only Walt would consider an emergency.

“This is going to sound a little crazy, but I need you to… well, seduce her I guess,” he said and looked at his feet.

“You’re kidding right? Seduce her?”

After a long dramatic sigh he looked up and said, “The truth is I need you to have sex with her.”

“No Walt. She’s your girlfriend for crying out loud. Why would you want me to have sex with your girlfriend?” The whole idea sounded ridiculous.

“Let me explain. If you still don’t want to help when I’m done, fine.”

“Okay. I’m all ears.”

Walt spent the next fifteen minutes on a long, circuitous route that eventually ended with me almost understanding his situation. Every time he’d start to wander off topic, which was often with Walt, I’d steer him back on course. His alleged problem was simple really - his girlfriend Sarah wanted to take their relationship to the next level. Sex. He was gay which she ‘probably’ knew. Apparently Walt had never come out and made it abundantly clear to her. He simply couldn’t have sex with her and feared she’d find another boyfriend who could which he assumed would effectively leave him out of the picture. On top of it all, Rodney, another mutual acquaintance of theirs had his sights set on Sarah and spent the majority of his time trying to woo her. He spent the remainder of his time teasing Walt about stealing Sarah away. Walt’s bright idea was to have me seduce Sarah which would, in his estimation, put Rodney out of the picture and quench Sarah’s sexual appetite enough to get her back to being satisfied with the platonic relationship she and Walt had been sharing for the past couple years.

I’m not a sucker and Walt’s story seemed a little sketchy in spots.

“How does Sarah not know you’re gay? I knew you were gay thirty seconds after I met you. No offense Walt, but it’s glaringly obvious.” It was the foremost question on my mind.

“I don’t know. I mean I’ve hinted at it and I assumed she’d figured it out, but then she started pressing me about having sex and… well, it seems like she doesn’t know,” he answered.

“Here’s a thought - just tell her. Jeez.”

“I can’t. I’m afraid she won’t want anything more to do with me. And now Rodney’s chasing her around like she’s a cat in heat. I really don’t like that man.” Despair clouded his face and he hung his head.

“Christ Walt. You’re kind of pathetic,” I barked at him and immediately regretted it. He was my friend after all and probably didn’t need me piling on.

“Okay,” I said in as gentle a tone as I could manage. “Even if I said yes, what makes you think I could even get her to have sex with me? It’s not like I’m Mr. Suave and Debonair and some women aren’t so easy to seduce. Especially women our age. She’s probably seen every trick in the book. Hell, she knows Rodney and apparently he hasn’t been able to do it.”

“I know her. She’d like you Ray. I think you could convince her no problem.”

“I don’t know man. I’ve never even laid eyes on her. Have you even considered the logistics? How I’d do it is only one problem. What about where or when for that matter. Can’t be at night. My wife would sniff it out in a heartbeat. Can’t get a motel. The bill would show up on my credit card. There’s a lot to consider here.”

“I’ll get her to invite us for lunch. Both of us. All you have to do is show up. I’ll find an excuse to leave right after lunch. You can do it at her house.” Walt was suddenly his happy self again. “What do you have to lose? If it doesn’t work out you’ll get free lunch and you can go home.”

He had a point. I couldn’t see what harm could come from showing up for lunch. If nothing else it would get Walt off my case about it.

“Okay. I have serious doubts about it working out, but if you can line it up I’ll give it a shot.”

Two days later I found myself in front of another mahogany door, one floor below Walt’s in the same complex.

When the woman opened the door, I thought we must be at the wrong condo. She was an older woman with silver hair coiffed into a stylishly short hairdo. Walt hadn’t mentioned any other lunch guests, but in all fairness, I hadn’t asked either.

“Hi Walt!” she said and motioned us in. She pulled Walt in for an obligatory hello hug and near miss peck on the cheek, then turned her attention toward me.

“You must be Ray,” she said and held out her hand. I shook her delicate hand, careful not to squeeze it.

“Sorry. Where are my manners? Ray this is Sarah. Sarah, Ray,” Walt said.

“Nice to meet you Sarah,” I said and smiled.

She pointed us to sofas in a living room that could have been in a model home. Expensive art, professionally framed on the walls and vases with flowers everywhere. The only indication that someone actually lived here was a curio cabinet loaded with china and tea cups and trinkets.

“Make yourselves comfortable while I make sure lunch isn’t burning.” She laughed and hurried off toward the kitchen.

“What the fuck Walt?” I whispered as soon as she was out of earshot. “You didn’t tell me she was eighty.”

“She’s not eighty. She’s sixty-seven,” he whispered back. “She’s pretty though isn’t she?”

He had a point. Under a few tiny wrinkles, she had a pretty face. Her blue eyes seemed to smile right along with her mouth. Even with the conservatively loose blouse and skirt she wore, I could see she wasn’t thin or frail. I watched her as she fussed around her kitchen and decided she had a pretty decent body all things considered. An older woman’s body. Curves around her midsection, pretty large breasts and wide hips and a plump ass that was probably pretty shapely years ago. I couldn’t see where any of it mattered though. In the five minutes I’d been there, I’d already determined that Sarah wasn’t a lady to be seduced in one short lunch.

“This ain’t gonna work,” I whispered to Walt.

“Yes it will. Trust me.”

“Come on in guys. Soup’s on,” Sarah hollered from the kitchen. “Sit wherever you’d like.” She waved toward a dining room just off the kitchen.

Lunch was homemade vegetable soup with finger sandwiches and coffee and it was delicious. We chatted about the weather and the condo building that apparently everyone either of them knew lived in. They talked about the people in their bridge club and before I knew it lunch was over. Sarah cleared the plates while I sat uncomfortably with Walt, wondering what I was going to do now. My tentative plan had been to flirt a little over lunch, but I’d forgotten all about it once we started chit chatting. There was no way I could even begun to flirt with Sarah now. It would have seemed ridiculous, even to me.

“Thank you for lunch Sarah. It was wonderful, but I have to run,” Walt said and rose from his seat at the table. He winked at me and I gave him a what-the-hell-am-I-supposed-to-do-now look. He smiled and gave me a hidden thumbs up, hugged Sarah and he was out the door.

“Let’s have our coffee in the living room,” Sarah suggested as soon as Walt made his exit.

I dutifully followed her and found a spot on one of the sofas. She pushed a throw pillow aside and settled in next to me a comfortable distance away.

On our short trip from the dining room to the sofa, I’d made the decision to abort. Sarah was a sweet woman and we’d hit it off well, but the vibe wasn’t there. It would have felt like I’d be hitting on my aunt if I continued on with Walt’s crazy plan. I needed an exit strategy.

“Thank you for lunch Sarah. It was terrific,” I said after a few seconds of uncomfortable silence.

“You’re welcome Ray. I’m glad you could come,” she said and smoothed her dress on her thighs.

“I guess I should finish my coffee and get going,” I tried. After vibrant conversation all through lunch, I suddenly found myself at a loss for words. I was flying blind. I had no idea what, if anything, Sarah knew about the circumstances of my being there.

“I wish you’d stay a while.” A discouraged look clouded her face. I felt bad about leaving so soon when she apparently wanted company. I knew If I left now, Walt would be in no better shape than before I’d arrived. The least I could do was tell Sarah how Walt felt about her. Then it would be up to them. Let the chips fall where they may. I’d have done my part.

“You know Walt’s gay right Sarah?” I blurted out in my typical blunt fashion.

She looked at me and calmly said, “Of course I know he’s gay. You’d have to be blind, deaf and dumb not to know Walt’s gay.”

“Well… um, what about… “ I fumbled, then shut up. Confusion reigned inside my head as I tried to reconstruct my conversation with Walt.

“What about what?” Sarah asked. An amused look spread across her face.

“He said you’d been bugging him for sex. That you were nagging him to take it to the next level.”

“With Walt? He’s gay Ray. He only has sex with guys.”

“What about Rodney? Walt said Rodney was… well, attempting to woo you I guess,” I stammered.

Sarah laughed out loud. “Oh my. That would be interesting. Rodney’s as gay as Walt is. They used to be lovers. He lives two doors down from Walt.”

“What the hell is going on?” I said mostly to myself. Then to Sarah, “Well what the hell am I doing here then?”

“Walt brought you for me. I thought you knew that,” she said.

“Well kind of I guess. No. I was supposed to seduce you. Walt acted like you wouldn’t have any idea.” Then I added as an afterthought, “That fucker played me!”

“It’s my fault Ray. I’m a sixty-seven year old widow. It wouldn’t be very becoming to hang out in bars looking for men at my age so Walt keeps an eye out for me. When he finds someone he thinks I’ll like, he helps us connect. Like lunch today. Sometimes his methods are a little creative and I think this was one of those times.”

“Walt hooks you up with guys?”

“That’s probably not how I’d put it, but yes, I suppose he hooks me up with guys,” Sarah said and watched me carefully.

My mind filled with questions. “How often does he do this?”

“It’s not a regular thing. Maybe every six months or so.”

“Why doesn’t he just ask them instead of going to the trouble of tricking them?”

“Would you have come if he’d just asked you?”

Good point I thought to myself. No way I’d have let him line me up with a sixty-seven year old woman I didn’t know. I said nothing.

Sarah folded her hands in her lap and cast her gaze down at them. “It’s okay Ray. You can go. I’ll understand. No hard feelings.”

I looked at her sitting there. A touch of sadness had spread across her face. I’d shown up intent on seducing Sarah and other than her being a little older than I expected, nothing had changed. There was certainly nothing wrong with Sarah. Quite the opposite actually. There was no good reason not to continue. The hesitance I felt was my anger at being tricked into it. That was a matter for Walt and I to discuss. Sarah had nothing to do with it.

“I’m not going anywhere Sarah. If you’re up for it, so am I,” I said and gave her what I hoped was my sexiest smile.

Her face brightened and she looked up. “I am, but there’s something else you need to know first,” she said and hesitated for a few seconds. “I like it a little rougher than you might expect.”

“I don’t have a problem with rough,” I replied. Hell, how rough can a sixty-seven year old woman want me to be I reasoned. My standard issue sex is probably rough enough for her. If not, I could bump things up a notch or two.

“Are you sure?” she asked and a huge smile spread across her face.

“Positive.”

“Wonderful. I always feel better with a safe-word. Do you have one you like?”

“Well, I doubt we’ll need a safe-word, but if you feel better having one, so be it. You choose,” I offered. My cock was already beginning to feel the familiar twitches of arousal.

“How about ‘orange’? Does that work for you?”

“Sure. Orange is fine,” I said. Now that we’d decided to proceed, I was raring to get started. My hardness was starting to become uncomfortable against the front of my jeans.

“Excuse me for a minute while I change into something more… fun. You can wait here. I’ll just be a minute,” Sarah said and disappeared down the hall.

Ten minutes later she called to me from down the hallway. “Come on back Ray. I’m in the back bedroom.”

About time I thought to myself and hurried down to an open door at the end of the hall. A couple steps through the door I stopped in my tracks. A king sized four poster bed, covered with a white comforter took up the far wall, bracketed by twin side tables. Leather cuffs attached to coiled straps were attatched at the bases of each of the four posts. Various lubes and oils covered one side table. Toys of every size and type covered the other. I turned to look at Sarah who stood behind me wearing a thigh length light blue satin robe with a tie holding it closed around her waist.

“Sarah, I’m not sure I can be as rough on you as you’re obviously hoping I can,” I said apologetically.

She reached back and slapped me hard right across the face. The sting of her slap brought tears to my eyes. The pleasant older woman with the smiling eyes had vacated the premises. This woman looked hard and determined and her eyes were narrow slits.

“Get your fucking shirt off!” she ordered.

“What the fuck is… “ It’s all I got out before the paddle landed a stinging smack on my ass. I hadn’t seen the paddle. She must have had it hidden behind her.

“No talking unless I ask you a direct question!” she ordered me. I was flabbergasted. I realized how sorely mistaken I’d been assuming rough meant me being rough with her. She had other ideas.

“If you utter a word you’ll get this paddle again and it won’t be soft like the last one,” she informed me. “This is the only time I’ll tell you something twice. Get your fucking shirt off!”

I hesitated, not quite sure what to do. Sarah smiled a little smile and whispered, “Don’t forget your safe-word. Everything stops the second you say it.” Then she immediately resumed the scary woman role.

I took off my shirt and dropped it on the carpet. The slap on the face stung and the smack with the paddle hurt like hell, but my cock was still rock hard. I wasn’t sure how it could be, but it was.

Sarah pressed her body into my back. She wrapped her arms around my mid-section and slid one hand into my pants and squeezed my balls just hard enough to get my attention. Her satin covered boobs pressed into my back. I felt her lips a fraction of an inch from my ear and in a sultry voice, she whispered, “I’m going to strip you naked and use your body like I own it and there’s not a damn thing you can do about it.” Then she bit my earlobe. Hard enough to make it hurt, but not enough to draw blood.

I spent the next five minutes with my hands clasped behind my neck as she slowly unbuttoned, unzipped and worked my pants down and off and then went to work on my boxers. When she had me completely nude, she slowly circled me, touching my ass and tweaking my nipples and fondling my balls. I gasped when she grabbed my cock and used it as a handle to turn me until I faced the bed.

“Bend over on the bed,” she ordered.

This can’t be good, I thought. I did it anyway.

I heard the whistle of the paddle through the air followed by the loud ‘thwack’ on my bare ass a fraction of a second before I felt the pain. When the pain registered on my brain, the intensity of it took my breath away. An involuntary yelp escaped my lips. The second smack with the paddle was as bad as the first and the third one had me worrying about the tears I knew were about to involuntarily leak out of my eyes. She stopped at five and I would have gladly kissed her feet for it if I could have. My ass burned white hot and my stomach ached from being clenched through the entire spanking. I buried my face in the comforter and tried to catch my breath.

“You didn’t do anything wrong Ray, but it was necessary for you to feel the bite of the paddle. Now you’ll understand what the consequences of disobeying will feel like,” Sarah patiently explained.

When she ordered me to lie on the bed on my back, I obeyed immediately. She moved very slowly and deliberately from post to post. She’d attach a leather cuff to a limb, pull the cord tight, tie it off, then move to the next one until she had me bound spread-eagle and naked on her huge bed.

A tiny shiver of fear twinged in my stomach when I tugged on the cuffs. They weren’t for show. Each one held fast when I pulled. It occurred to me that if I used the safe-word and she chose to ignore it, there was nothing I could do. Then it occurred to me - I’d been so impatient to get started, I couldn’t even remember the safe-word. Up until then, I knew I could have simply walked away if I’d really wanted to. Now I truly was her prisoner and completely at her mercy.

Sarah stood at the foot of the bed and surveyed my helpless body. A wicked smile worked the corners of her mouth. My head was on a pillow and I had to strain forward to see her and I desperately wanted to see her because she’d begun loosening the tie on her robe. When she finally opened it and let it slide off her shoulders I got my first glimpse of her nearly naked body. My cock had softened during the paddling, but it quickly revitalized itself when she started to undress. She had the matronly curves of a woman who’d never been slim, but never overly large either. A black leather G-string barely covered her in front and a matching black leather half bra supported her ample breasts while leaving her nipples exposed. That a woman her age could look so tantalizingly sexy had never crossed my mind until just then. I didn’t think I could get any harder than I already was, but I did. My cock literally ached for some relief.

Eventually I had to put my head back on the pillow to give my neck a rest. When I looked back up, she was gone. I lay there wondering what was next when a barely audible mumbling drifted in from down the hall somewhere. It sounded like she was calling someone. The mumbling lasted a minute or so and then she was back.

“Still here?” she teased. Then, “Oh I guess you can’t really go anywhere can you?” she laughed. My eyes followed her as she moved to the bedside table on my right. I watched her pick up the toys, one by one. She’d hold each one up as if deciding whether to use it on me or not, then set it back down. Butt plugs, vibrators, strap-ons and a couple I didn’t even recognize. Most of the toys scared the hell out of me. I breathed a sigh of relief when she put the last one down and strolled back to the bottom of the bed.

“Don’t get too exited Ray,” she cooed. “I have every intention of using all those toys on you eventually.” She smiled her evil smile again and reached back to unhook her bra. Her tits were larger than I’d originally thought and had a bit of retirement age droop to them, but her nipples stuck out like pencil erasers. I found them incredibly enticing and wondered if I’d ever get the luxury of having my mouth on them. Sarah moved to the side of the bed, hooked her thumbs in the waist string and slid her G-string down and off her hips revealing a neatly trimmed strip of salt and pepper pubic hair over a soft fleshy mound. I almost lost my load looking at it.

“Wow! He is good looking. Nice body too!” a woman’s voice from the doorway said. My eyes darted from Sarah’s pussy to the doorway. I hadn’t heard anyone come in and wondered how long she’d been standing there. She was a larger woman. Much larger than Sarah and every bit as old. She was short and round with large thighs and plump arms and shoulder length hair dyed a medium brown. Her face was round, but pleasant enough and at that particular moment, her eyes were like round saucers staring directly at my naked, restrained body. She looked at me and I looked at her.

“Hi Suz. Nice huh?” Sarah said, apparently not the least bit self-conscious about her own nakedness.

“Very nice Sarah! Thanks for calling. Is this Walt’s friend?”

“Yeah,” Sarah replied. Then, as if politeness was to be practiced regardless of the circumstances, she formally introduced us.

“Ray, this is Suzanne. Suzanne meet Ray.” I could have crawled under a rock from embarrassment if I hadn’t been secured to a bed naked with my cock sticking straight up.

“Nice to meet you Ray!” Suzanne walked over and pretended to want to shake my hand. She glanced at both hands then said, “I guess this will have to do,” and grabbed my still hard cock and gave it a couple shakes.

“You going to use the toys on him?” Suzanne asked as she unzipped the back of the skirt she wore.

“I was thinking today would be pleasures of the flesh. Probably should go easy the first time out. We’ll see about the toys next time when everyone’s here.”

There were others? Next time? I wondered if next time meant something other than next time because I hadn’t signed up for a next time.

Suzanne had squeezed herself out of her skirt and started on the buttons of her blouse when Sarah said, “Suz is going to join us Ray unless you have some objection.”

“No objection here,” I mumbled meekly. It wasn’t that I didn’t have any objections to Suzanne being part of Sarah’s twisted game, it was my objection to feeling the sting of the paddle again shaped my answer. Sarah had picked it up when she asked the question and stood next to me caressing the eighteen inches of thin, ass-scorching fir wood as she waited for my answer.

“Good,” Sarah smiled at Suzanne. “See, I told you he wouldn’t mind.”

Apparently Suzanne was pretty certain I’d agree too because she was down to her standard white bra and cotton granny panties by then.

“Would you like him for a minute?” Sarah asked Suzanne. “I have to pee.”

“Oh yes.” Suzanne said. I watched helplessly as she quickly dumped her bra, freeing two boobs the size of cantaloupes with more than their share of droop. Sarah headed down the hall and Suzanne peeled her panties off her larger than life hips. Her pussy was completely shaved and I could see how wet she was from ten feet away. She moved to the head of the bed, grabbed my face and pulled me into a wet, tongue searching kiss which took me completely by surprise. As soon as she released my mouth, she scooted down to my steel hard pole.

“I have to do this now because Sarah probably won’t let me later,” she explained, then leaned down and took me into her mouth. The warmth of her mouth felt like heaven and I remember thinking she was pretty damn good at what she was doing. One hand toyed with my balls and the other slid up and down my shaft in rhythm with her lips. I strained my head and watched in amazement as Suzanne took all of my seven thick inches into her mouth. Suddenly she pulled her head up and hopped off the bed. Five seconds later Sarah appeared in the doorway.

“You were sucking his cock weren’t you Suz?” Sarah kiddingly chastised her.

“Just a little taste.” Suzanne admitted. They acted like I wasn’t even in the room.

They talked and toyed with my body for a while and when they finally got busy on me, I lost track of time. Suzanne climbed up, straddled my mid-section and unceremoniously lowered herself onto my cock. Her wetness let me slip in easily enough, but she felt much tighter than I expected. Her gigantic boobs bounced with every stroke and I couldn’t help wondering if it hurt. Sarah let Suzanne have her fun for a couple minutes before she positioned a knee on either side of my head and lowered her pussy onto my mouth. She faced the top of the bed and wrapped both hands around my head, pulling me tightly into her honeypot where I did my best to pleasure her. I licked and sucked and nibbled and the longer we went, the harder she pulled until I thought I might suffocate.

It took a while but eventually Suzanne suddenly stopped bouncing, grabbed two handfuls of my chest and let out a shrill, ‘Oh God!’. Her orgasm apparently subsided and she unsaddled herself from my cock and slipped off the bed. Sarah broke her seal with my mouth and simply scooted down my body and took Suzanne’s place. She guided me into her sex and started a slow, steady rocking motion. Sarah was every bit as luscious as Suzanne and it felt like a warm, wet heaven had wrapped itself around my hard cock. I felt the bed heave as Suzanne climbed back on facing Sarah. After a few seconds to situate herself, she sat back and buried me between her huge ass cheeks. She ground her way down and reached behind to pull my head where she wanted me to be. I worked her ass like I’d done Sarah’s pussy. She’d let me go a while then, satisfied for the time being, she’d move back so I could give her clit the same treatment then repeat the process. My arms and legs ached from straining against the leather cuffs as the two women used me as their personal sex toy for what must have been an hour.

Eventually I couldn’t hold out any longer. My balls tightened up, my cock expanded just a bit and Sarah bottomed herself out and held me in her as I exploded a a huge load deep inside her.

I lay there spent and limp with Sarah collapsed on top of me and Suzanne beside us for a good ten minutes before Sarah crawled off to free me from my binds. I looked at her face and the smiling blue eyes were back.

“Are you okay Ray?” she asked when she had me loose. She seemed a little embarrassed.

I lay there naked just watching her with Suzanne sound asleep beside me. When I didn’t answer right away she said, “I’m sorry. I know it’s a bit much.”

I smiled up at her. “I’m perfect Sarah.”

Her face lit up. “Really?”

“Really,” I said. Then, “You mentioned a next time to Suzanne. Tell me about next time.”