[karlhein]

I was on a vacation in Florida, in the late spring, after the mega party that is spring break. i was just a little too old (30) to hang with the college kids, and had to work during the spring break period. In any case, i got there, out of decidedly cooler weather where I was from. The first morning, I decided to go for a run on the beach. I inquired from the hotel clerk about what running on the beach was like, and he said it was pretty good, and that there was even a clothing optional part of the beach about 5 miles up from the hotel. With plenty of time on my hands, I figured I'd go for the run in that direction, hoping that there might be a few "late spring break" girls sunning their booties up in that direction. So, I set off down the beach, pulling my shirt off and just wearing a pair of nylon shell running shorts. The day was warm, and the sun felt good on my chest and shoulders. Running in the sand for the first time in a while tends to slow you down, but that's all the better for the scenery

Almost exactly 5 miles up the beach, I passed a sign informing me that beyond her it was clothing optional. I ran on hoping that I might encounter some scenery. Less than half a mile up the beach, I saw a figure, obviously a lady, laying on the beach, with plenty of skin showinng. I changed my course slightly so that I would pass within about 5 yards of her, close enough to get a good look, but not so close that I'd be too close for comfort.

She was laying on her back, but up on her elbows, and turned her head to watch me as I approached. I figured here to be early 40's, perhaps a little thick in the middle to be Stiffler's Mom, but definitely in MILF territory, She was topless, with a fairly small bikini bottom, enough that I could see the swell of her pussy mound. I could see where there were still hints of tan lines on her boobs, but clearly she had a couple of days of sun on her uncovered tits. Her boobs were fairly large, but seemly still had some "perk" to them, with large brown aeroele and minimally pointed nipples. All in all, a very nice sight on the beach.

Just as I drew even with her, a gust of wind blew her thin covering, toward where I was running....talk about good luck. I reached down, grabbed it in one motion and stopped running and said "is this yours?(as if it could be anyone elses). She said, yes, and got up and walked to where I had just stopped and was holding it. As she walked over, i got a better look at her. Her tits were indeed heavy, but instead of sagging, has slid down her chest, and the nipples still pointed upwards. Although she was wearing sunglasses, it was clear that she was taking a look at me, and seemed to be stopping in the middle. Now, I was a college athlete, and could still comfortably run over 10 miles, so I was pretty fit looking.

I held her cover up to her, saying "hope I didn't get it sweaty, it's hot out here" She sort of giggled, ran her hand over her right tit, sccooping up the sweat, and seemingly pinching her nipple a bit, and said, "yeah, it's hot, and I think it just got hotter, would you like to take a swim?" I said, "sure, as long as I can leave my shoes on you blanket". She smiled broadly, saying "sure, come on over". We walked to her blanket, and I learned that her name was Sue, and that like myself she was from somewhere in Virginia, and that she was down here giving herself a gift after a recent divorce. My ears went up pretty quickly, as I know that recently divorced ladies are often rather likely to say "yes" to romantic encounters. She sat down on the blanket and said let me get you something to drink before we go in the water. I took a water from her, and watched while she took one for herself,and held it against her nipple, saying "that's a quick way to cool off" My dick thickened in my shorts, and actually pitcched a bit of a tent, matching the increased pointiness of her nipple. Neither the arrousal of her nipple nor the tent my cock was pitching was lost on the other.

Trying to make small talk, I found out that her hubby of 25 years had run off with a 22 year old, complaining that she didn't excite him anymore. She was pretty devistated, but was not financially independent (hubby had been a banker) and had spent the winter trying to get back in shape. I told her that she was 'looking good" and was clearly "in shape", and that I couldn't understand why her hubby wasn't excited.....is something wrong with him??? In the interim, I was taking good looks at her tits,and even at the camel toe that was faintly visible in her bikini bottoms. By this point she was also obviously noticing the ever larger tent in my thin shorts. i said " well, before I embarrass myself, I better go in the water to cool off" Would you like a swim? She smiled broadly, reached out for my hand, and pulled herself to standing. In the process, she pulled us together, close enough that her right nipple brushed my chest. I said, "they say this beach is clothing optional. Is it ok to swim fully nude?" She said, yep, and with that she pushed her bikini bottom down, revealing a well trimmed bush. I looked down, said "nice", and pulled my running shorts down. My cock was well past "half staff", in fact it was beginning to look upwards at her pretty face. I looked down, and said, "I think he likes you". With that , I slowly reached down, and stroked him a little, and he was definitely looking up at her face. She just said "oh my, I haven't seen that in a while". I'm no porn star, but in addition to being fit, I have a very healthy 7.5 inches, with a big head. I've been told that it's nice to look at, to suck and to be fucked by. With her still staring at my cock, I stroked it a couple of times more, and said "I think it's safe to say that you excite me, a lot, why don't you touch it to see if you like it" With that, she reached down, put her had around it, and jerked it just a little. As she looked down, a little drop of pre cum appeared on the tip. She ran her thumb over the drop, then brought her thumb to her mouth and licked the little drop off.

"Oh my god, let's get in the water, I haven't had a cock in me in nearly a year, and that was hubby's 5 inches, and I need you to fuck me right now." With that, I put my arm around her waist, and turned toward the water. It only took a minute or so to get to the water, but my then my hand was on her round, very matronly but firm, ass, and she put her left arm between us, grasping my cock again. She was tugging on it, and I told her to be careful, as I didn't want to cum before I was inside her, that she had me really riled up. Just at the waters edge, we stopped, she looked around, and dropped to her knees and began to fuck my cock. She pulled back, and said I want to see if I am making you excited enough to lose control and cum now, and can still fuck me later. You look young enough, am I exciting enough to make you cum more than one time. With that, I put my hand on the back of her headd, and pushed my cock deep into her mouth and let go, filling her mouth with cum. I have an ok sex life at home, but with the travel, I hadn't cum in 48 hours. I said, "Sue, for however long you are down here, I want to fuc to your brains out. You aren't going to pump the well dry.

After enough cum that it began leaking around the edges of her mouth, I finished, pulled her to her feet, pulled us togethera nd kissed her. I could taste the salty residue of the cum that she hadn't been able to swollow, and could fee her shuddering against me. Grabbing her by the hand, I walked into the water. About 10 yards off shore, we were deep enough in the water that we were hidden, even if someone were to walk by. I pulled her to me, lifted her just a little, pulled on her thighs so that the went around me, and lowered her onto my still hard cock. My hands cupped her ass cheeks to control our motion, and I began to kiss her again, some what more gently than after her sucking me on the edge of the water. With my hands providing her up and down ,motion, she began to rock her hips against me, and to kiss me harder and harder, her tounge exploring my mouth. In less than a minute, she began to moan, and her legs pulled me more and more into her. Then she was breathing hard, then harder then clenching me, then she began to mutter "fuck me, fuck me, fuck me, until she was saaying it quite loud, then she spasmed and came, her pussy clenching my cock, her arms pulling her to me.

Her orgasm must have lasted a couple of minutes, and she was crying when it was over. Eventually, she askeed "so I do excite you?" I pulled her closer, kissed her deeply, and said, "can you feel my cock? It's still hard, and almost ready to cum again, do you want me to fuck you again?" She just said, oh my god, oh my god, yes, please, don't stop. With that I cupped her ass cheeks harder, pushed my cock more deeply into her, and released another torrent of cum. In the process, she got excited again, and came when my sperm hit her cervix.

We staying in the water another 20 minutes, with my cock never going soft or leaving her pussy, during which I came twice more, and she came at a rate of two to my one. we eventually got out of the water, more because we were thirsty than sexxually sated. We walked back to the towell, had a drink and cuddled up on the towel. Had the beach been toherwise occupied, I'm sure we would have been arrested, her for giving me another blow job, and me for fingering her to another very vocal orgasm.

Eventually, we were going to head back to the room. Would anyone like to hear how the rest of the evening went? Just in case you are interested, here is a picture of her.