One of Marlene"s many uncles who lives far away called up and asked if we could drop by to check on his ex-wife"s mother, Stella, who was in an assisted living center near us but whom they had been undable to contact.

We did drop by and were told by the staff that she was in fact in good health but had a major disagreement with her daughter and had cut off all direct communications - including changing her phone number. After a little while Stella who we had only met slightly a long time ago, came down to the reception and we explained the reason for our visit. Once she had ascertained that we had nothing much to do with her daughter, and were just checking as a family courtesy - she was in fact quite OK with us. In fact she invited us up to her flat for a chat.

She did tell us the real story about her daughter and we could at least see why she was so upset, we sympathized and said as far as we were concerned our mission was complete.

Her flat was very modern and she appeared to be not only in excellent health but really very sharp witted humourous and generally a great host. She seemed far younger than most residents and was very stylishly dressed in a "classic beauty" sort of way - very classy. We were both surprised she was living there at all - she explained she had been quite ill a year ago when she first moved there and needed the medical support & supervision but now she was feeling very well - fully recovered - but she felt limited by the generally older and more infirmed residents.

She eventually confided that she really needed a man in her life but didn"t see any prospects here... After some further discussion she gradually made it clear that what she really needed was the physical comforts of a man and not a husband or provider, and that the men here were all quite physically dissapointing to her, and she pretty much said the women there were more attractive to her than these geriatric old men..

"I need a virile man like yours here - maybe a young stud to come over a few times a week to take care of me.." she sighed - she said this laughingly as if a joke - though the way her eyes then drifted to the ceiling said she was dwelling on the idea of it.

Suddenly Marlene said quite matter of factly... "Well you can make use of my man here anytime you like" Stella looked up a little startled, "darling I need a man for sex - didn"t you understand what I was saying" ... Marlene said "yes I understand quite well and I don"t see why either one of you should miss out"

Marlene came over to me - pulled me to my feet, quickly undid my belt & trousers and slipped them to the floor. I wasn"t wearing full lingerie as I sometimes do but did have on a zip front thong which she proceeded to unzip. She pulled my cock & balls out, dropped to her knees and sucked on me for about 15 seconds while Stella just stood there with a surprised look on her face. Once I was hard Marlene moved to my side with my cock still in her hand and said "So what dio you think of the merchandise - will this work out for you..."

A smile crept onto Stellas face and she walked over to me and grabbed my cock - squeezing it to see haw hard it was... Marlene let go and Stella started wanking it up and down. "Oh its been a while but this sure feels good" she said. I mumbled my agreement to this.. She kissed me slowly then harder - with lots of tongue.. she tasted good too.

Marlene was now behind Stella and was fiddling with her skirt - this soon started sliding to the floor, Marlene now reached from behind to unbutton Stellas blouse - she stopped to cup Stellas ample breasts in her hands and as she did this I could hear Stella moaning. Once her blouse was off Stella stepped away to pick her expensive clothes off the floor and I could see she was in a very beautiful turquoise embroidered basque with half cups, beautiful creamy lace top stockings and a tiny thong with exquisit embroidery details to match the basque.

The lacy basque just barely covered the nipples on her larger than expected breasts, she was quite curvy and in the basque looked quite magnificent. The tiny almost see through panties revealed not a hint of pubic hair - she was fully shaved for sure.

She quickly slipped the thong off confirming this "I don"t want to get your cum all over these she said with a sly wink" She turned to Marlene and wispered "thankyou you darling girl".

She stepped over to me - dropped slowly to her knees and like Marlene had done she took my cock into her mouth - but slowly... she was savoring every minute - she started with only my head in and very slowly took more. Maybe she was out of practice - but bit by bit she took more of me into her mouth - sliding on & off my cock, all the while gently massaging my balls.

Meanwhile Marlene had slipped off her dress & bra and was down to her suspender belt, stockings and open crotch panties (she had taken to wearing these whenever the two of us went out together - so we could take advantage of them).

My eyes were closed with the pleasure of it all - then I could feel Marlene moving between my legs - pushing them apart as she wriggled along the floor until her head was under Stella"s pussy - humm good girl.. Stella pulled off my cock as Marlene"s tongue contacted her pussy... she rolled her eyes - must be hitting the spot. She seemed comfortable enough with a woman licking her so I positioned my cock down for her to suck again - and she went straght back to work - moaning gently as she did.

After a few minutes Marlene pulled out from under us and wiping her face off said - "I was getting drowned down there - I think you need to take Stella"s now"... Stella laid back on the floor and pulled her breasts out over her bra cups.. Great big nipples! she though so too because she immediately took one in each hand and started twisting them hard between her thumb and index finger - she was well gone already with her eyes closed... I slipped my well lubricated cock easily into her very wet pussy... but umm wow! she was really wet but still quite tight for an older lady - this was going to be a nice snug fuck...

Marlene moved around above Stella"s face and facing me lowered her pussy until she could rub her clitoris on Stella nose. I had to lean back for her to get in position. Stella must have seen or smelled her coming because her tongue was already straining up to reach pussy - even with her eyes closed. Marlene & I kissed - I could taste the pussy on her - what a divine wife I have.

Stella reached up and repositioned Marlene down a little so she could better tongue at her pussy slit & clitoris - she had obviously done this before - she was just too good at it & very enthusiastic.

Marlene reached down and took over nipple tweaking duty for Stella - who then twisted a little so she could reach one hand up to reciprocate on one of Marlene"s hardening nipples. I leaned forward and took her other nipple in my mouth. Both women were very agressive on each other"s nipples.. I swapped Stella"s hand to the other nipple so I could swap too and found the one she had been tweaking was really super engorged.

I was getting close - so I asked where I should shoot... Marlene was the one who was insistent "well for the first time you need to shoot it all up into her pussy of course" Stella nodded from under Marlene"s pussy. Marlene climbed off and remounted the other way around riding hard back & forth across Stella"s nose with her pussy to get herself off. I could see Stella"s tounge flitting in & out of her pussy with each stroke. I dropped my head to suck on Stellas nipples - sucking super hard alternating left to right.. Marlene started squealing and lost control of her movements for a bit - obviously cuming hard.

It didn"t take long after this for me to start to spurt - big heavy squirts as I rutted super hard into Stella"s soft pussy. I think she must have felt each of the five big squirts (they felt magnificent) before the short strokes to squeeze every last drop of my juice out. Marlene pushed me off Stella and wriggled herself back between Stella"s legs - lapping at her pussy to reclaim my sperm... a few minutes of this and Stella came in a big whole body convulsion - arching her back and gasping for what seemed like ages. Marlene emerged from lapping at Stella"s pussy with a content look and some of my sperm still dripping off her chin. She looked great

After a few minutes of recovery Marlene said - "so how about we both come over for a visit every Tuesday, then I"ll send him on his own for a vist on Fridays...?" Stella just nodded with a big smile on her face.

This plan seemed great to me but actually Marlene joined me for several weeks on both visits - which was just fine by me.