I watched the movie in it’s entirety; guys fucking girls, girls sucking guys, girls eating girls, hell, the movie ran then whole gamut of sex positions. Not my dick, duh!!! It had died and just forgot to fall off. I shut the VCR off and just watched the television the rest of the night, until I finally went to bed. I was not feeling very chipper the next day. Elmer, a friend of mine knocked and came into my apartment. “Hey Josh, how’s it hanging”, he said. “Just the words I need to hear buddy”, I said. He saw the dejected look on my face and with concern in his voice, he said, “What’s the matter, you feeling alright?”“Elmer, we’ve been friends for a very long time, but there are some things I just can’t talk to you about”, I said. “Let’s just go get some breakfast. ”We walked out to the street and down to the restaurant and ordered our coffee and food and ate in silence. I left Elmer sitting there and just walked around the city, trying to get my mind straight. It was a nice day, the sun was shining, plenty of shoppers walking the street, kids playing in the park. I didn’t pay much attention as to where I was walking and I found myself in a part of town, I didn’t recognize. I continued to walk and I looked up and noticed a very pretty girl walking towards me. She was dressed in a sheath type dress that hugged her figure like a second skin. Her breast were braless, as I watched the natural bounce of those large lumps of flesh, as she approached me.
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Her hair was cut very short into a pageboy type cut. Her face was a vision of beauty; blue eyes that were large and sparkling. Her nose was sculpted to fit her face and her lips were full, with dark peach colored lipstick. Her legs were so long, and shapely. She was reaching into a large shoulder bag she carried and put something in her hand and held it there. As we got closer to one another a smile crossed her face and I think I started to puff up a little, trying to make myself look better. When she got right up to me, she stopped and said, “Excuse me, sir, but do you know where Randolph Street is from here”? “I’ve got a map, but just can’t seem to find it”. “I’m not from this area, but if you show me the map, I should be able to help you out”, I said. “Would you hold this for me”, She asked, as she handed me a plain looking wooden case. Then she dug into the bag and brought out the map. I found the street she was looking for, and she folded the map and said her thanks and walked away. I too walked away, but quickly realized that I still had her little wooden case. As I turned to call out to her, she was no where in sight. It was like she disappeared from the face of the earth. I placed the case in my pocket and turned to walk back home.
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While walking, I checked out this little wooden box, and I’ll be damned if I could figure out how it opened. It did not have a single joint on it. I thought maybe it was one of them Chinese puzzles I had heard about. All the way home I attempted to open the thing, but with no luck at all. It was late afternoon by the time I got home, seems I walked a lot further than I had wanted to. At home I placed that box on my table next to my bed, then went and started to fix a meal for me. The apartment was getting real hot, so I opened a few windows and a nice breeze came in and cooled off the rooms. I showered after supper and just put on my robe again and as normal watched television. I tired early, so I shut the TV off and just laid on top of my bed. Waking while it was still dark, I used the bathroom and headed back to bed. I took my robe off and was just going to lay on the spread, but I tripped on something and my hand flew out trying to find the nightstand to catch myself. I caught the edge of that little box, and my fall was not broken. The box seem to jump off of the nightstand into the air, as my forehead caught the edge of the table and knocked me out. When I did wake up, the sun was shining through the windows, I was sprawled out on my back, on the floor by the bed. I started to get up, and felt my head get very dizzy, bringing my hand up, I checked for blood, nothing, but a small lump where I had hit the table.
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Turning on my side, and getting up is really when I noticed something had been on my chest; it was that little wooden box, and it was open, and dust was all over me. As I rose further, I also picked up the box and steadied myself on the table. Still woozy, I sat on the bed and I looked down at myself to see if I had any bruises. My eyes nearly fell out of my head; the little dick I had yesterday was now reaching to mid thigh, and it wasn’t even hard. “What the hell was going on here?” I thought. I stood and looked into a mirror and saw that my entire body had changed. My chest was fuller, my flabby stomach now was a washboard, my legs from the thighs down were muscular. Both my arms were rippled with strong muscle.
Flexing my arms, I made a bulge in my bicep that I had only hoped for as a younger man. The gray was gone from my hair, which had changed into the dark brown of my youth. The lines on my face had disappeared and I was young again. I appeared to be somewhere in my twenties. My eyes went back to my cock, “My God, look at that hunk of meat hanging on me”. Grabbing hold of my cock, it felt nice in my hand. I had an idea; I got the tape I played yesterday and turned it on again, as I sat in my chair.
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As I watched that blonde giving a blowjob to the dude on the screen, my cock started to get bigger and bigger. Good lord, if it got any bigger, I’d be able to give myself a blowjob. Running my hand down the shaft, it felt so good, an actual hard on, and this baby was at least twelve inches or better and close to three inches around. I took my other hand and added it to my cock and with both hands, I commenced to jack my dick off. The sensation I had just doing this, feeling hands on my cock, knowing it was hard. I closed my eyes and thought about that girl on the screen, making believe it was her mouth on me, and I could feel the load of cum in my balls. Fast and fast I went with both hands and God when my cock started to shoot that cum, it must of flew a good four feet in the air. Two…three…four…five…. six times, I shot a stream into the air. My heart was pumping a mile a minute. My hands fell to my side and I just sat there. After regaining my composure, I got up and went into the shower and cleaned up and started to get dressed. There was a problem here; all my clothes were to big. I had to dig out some old clothes and try just about everything I had so I could find something to wear. I finally settled with an old pull over shirt, and an old pair of dungarees.
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My shoes and socks were ok, but now I had to get a whole new wardrobe. I got my wallet and headed for Wally World to get clothes. While in the store, I got this pretty young thing to help me pick out some clothes. She had no idea I was thirty years older than I looked. Her name was Mandy, about 19, very long black hair and large black eyes. She stood about 5’6”, and has about a 36D chest. She was wearing tight fitting jeans that hugged her beautiful ass and a top that allowed an ample view of her cleavage. I told her that all my clothes were burnt in a house fire, and that was why I needed new ones, but wasn’t up on what people “our” age were wearing. She picked out some nice clothes and brought me to the changing room and told me to try them on; she’d wait to see. I put on a set of clothes and went out to show her. “No”, she said, that shirt goes with the other pants”. As she walked closer to me, she took my arm and brought me back into the changing room and handed me a different pair of pant. I reached down and dropped the ones I was wearing to the floor and took the ones she had and started to put them on. “Oh my”, she said as she looked and saw that I didn’t have any underwear on, my cock hanging. Gulping in a breath, she backed out of the little room and closed the door.
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After putting them on, I went back out and she was gone, I just stood there trying to figure out where she was. She returned within a minute or so with some packages, “You forgot to mention that you needed these”, she said, as she handed me packages of boxer briefs. I apologized to her, and we then went through all the clothes she picked out, everything fit good. “Now all I need is someone to show off for”, I said. “Well, I’m off at seven tonight if you’d like, that is”, she said. ‘I’d like that a lot”, I said. “I don’t have a car or a driver’s license, so what can we do around here?”“I do have a car, and I can meet you here a little after seven, but I would like to go home and clean up before we go anywhere, if that’s alright with you”, she said. “Okay, it’s a date, see you then”, as I wheeled my cart to the cashiers stand. I just knew she was checking out my butt as I walked away. I went home and hung up my new clothes and packed away everything else. I shit, showered and shaved, the dressed in the one set of clothes she liked best and walked back to Wally World to wait for her outside. She was right on time and she drove to her apartment, and we went inside. Sitting in the living room, on the couch, I waited. Her bedroom door was left ajar, and every once in a while I caught glimpses of her moving in the room. I heard the shower start and when she turned it off.
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She came out of her room, with her hair in a towel, and a robe on. She was acting like she was looking for something, so I asked if there was anything I could do to help her out, as I rose from the couch. “Would you mind brushing out my hair, so I can put my make-up on. ” she said. “Don’t mind at all”, I said, as she handed me the brush, and sat on a stool, by the table to apply her make-up. I removed the towel from her head and her hair fell, gosh it was beautiful. I brushed it softly as I stared at her face in the mirror, smiling. “You have a nice touch for a guy your age”, she said. “Most guys would be pulling my hair out by the roots, but you do it very nicely”. By the time I finished her hair, she was done with the make-up and stood facing me. Her robe was partially opened from all the moving around. I put my arms out and she came into them and we kissed. It was a nice soft “getting to know you” type kiss, but the longer we held it, the more passionate it became. I could feel her tongue dart out and enter my mouth, and I let it. I danced with her tongue, as mine too wanted to caress hers.
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I pulled her closer to me, her robe covered breast shoving into me.
Her crotch was rubbing on my leg, as I pressed it hard to her. We held that kiss as our bodies fought to get into one another. My hand went down over the robe and I cupped one cheek of her ass in my hand, and pushed her even closer to me. I could feel her wetness against my leg. She moaned and brought her hand down and ran it over the length of my cock in my pants. Mandy said, “ I want this, I’ve wanted it all day at work”. I’ve thought of nothing but your cock all day”, as she lowered herself to her knees on the carpet. She undid my belt, unhooked my pants, the brought the zipper down, as her mouth was nibbling on my stiff cock, through my pants. She backed away and pulled them to the floor. My briefs were next, as my cock sprung up and her hand grabbed it. “My this is such a beautiful cock, I wanted to suck it right there in the changing room, when I saw it”, as she brought the head closer to her mouth. Licking the head, she slid her tongue down it’s length and then placed one of my nuts in her mouth and sucked. It has been so very long since I had a girl like this do the things to me that she was. Can I hold out, can I make it worth her while?Now both my nuts were in her mouth, as her hands roamed the length of my cock.
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My sack plopped out of her mouth as she shoved the head of my dick into her mouth. She still had both hands on me, and pumped my cock. After she got use to me, she took in a little more and then a little more. She was able to take in half of that cock, but she was good and knew what she was doing. Her head moving up and down, along with her hands, I was ready to blow my load. “Mandy…Mandy, I’m going to cum. Suck my cum down your throat, suck me dry”, I said, as my hips shoved into her face. When I felt my load go through my shaft and into her mouth, I went weak in the knees. She was able to hold most of the first shot, but it dribbled out the sides of her mouth. She had to remove her mouth as I shot load after load onto her face and chest. Her hands pumping out every ounce of cum in me. When I finished, her mouth was back on my cock, sucking the cum off of me. She leaned back and with her hands, she collected my sperm and brought it all to her mouth, sucking her fingers clean. I reached down and pulled her up to me and I kissed her, tasting my cum in her mouth. Running my tongue inside and again, our tongues danced.
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I removed her belt and opened the robe, and let it drop to the floor. She was wearing a soft blue satin bra and matching thong. I reached behind her, and unhooked her bra and it joined the robe. I was right about her breast, 36D, as I lowered my mouth and took one nipple into my mouth. I played with the hard nipple, as it stiffened even more. While my mouth was still attached to her tit, I reached down and lifted her into my arms and carried her to the couch. My mouth never left that nipple as I laid this beautiful girl on the couch and me on my knees, by her side. My hand then went to the other breast and cupped it, as she moaned again in delight. I fondled her breast and nibbled her nipple, but what I really wanted was her pussy. I removed my hand and it trailed to her abdomen, under her thong, where there was a small wisp of hair at the top of her nether lips. My hand journeyed lower and I could feel her wetness, as I ran my finger over those wet lips. I came up and spread her labia, as my finger entered her moist tunnel and my thumb made contact with her clit. She arched her hips and I went in deeper. I then inserted a second finger and moved gently in and out of her. Taking out both fingers, I brought them to my mouth, and sucked them clean of her juices.
I spread her legs out, moved her strip of panty aside and I moved to her pussy with my mouth. I extended my tongue and licked up from inside her lips to her clit. Her hands were on the back of my head, as I sucked in on her clit and softly nibbled on it. I then placed my tongue inside of her. She was so moist, I sucked in all of her that I could. Inhaling that sweet nectar, my head was dizzy as I shoved my tongue deep into her tunnel. Her back arched as she shoved her pussy into my face. I lapped up her juices as they flowed from her, wanting her to climax. I brought my fingers to her clit and rubbed softly and as she urged, became harder and harder. Her climax was wonderful, her back came off the couch and her pussy shoved against my lips, as her hands held me to her pussy. I took in all of her, as her juices covered my face. When she relaxed a little, and her hands left my head, I got up and removed her thong, and placed myself between her legs, my cock wanting to enter her. I rubbed the head all over her labia and then inserted it into her. As the head was large, I went slow. I wanted her to enjoy my cock, not be in pain by it.
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Softly I pushed a little more in, then more and more. About half of me was in, and her tunnel was liquid velvet on my cock. I pulled out to the head then in further, about three quarters of the way. Backing out again, I again came forward and when my balls hit her ass, I was there. “OH YES, YEEESSS, JESUS THAT FEELS SOOOO GOOD”. FUCK MY PUSSY, FUCK ME GOOD, MAKE ME CUM”. I started moving in and out of that pussy. Its walls were so smooth and my cock felt so good inside of her. Back and forth we went, her hips shoving into mine. I watched her face as she climaxed while I was pumping into her. Her head rolling from side to side, hands gripping my back. I continued to fuck her as she reached climax after climax, the sweat was rolling off of both of us. Our bodies pounding one another, as we stroked to reach that plateau. I could feel the weight of my cum within my scrotum and I let her know that I was about ready to cum in her pussy. My cum shot up my shaft and into her pussy.
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With each shot of cum, she too shuddered in orgasm. I fell on top of her, as we both struggled to regain our breathing. We laid there, and I kissed her lips, as my hand felt for her breast. So round and beautiful, the nipple still erect. I broke the kiss and asked if she still wanted to go out. She responded by crossing her legs over my ass and pushing my now flaccid cock to her pussy. “We can go out some other time”, she said. .
