Ben

I was never big on flying, but after meeting Ben I can't wait to get on a flight again. And hey, this was no ordinary "mile high club" thing either.

I was returning to Chicago from a busy business trip in Milan. It was along flight and I was looking forward to some sleep before getting home and the huge list of "honey dos" that was no doubt awaiting me. Just before we boarded I closed my laptop for the final time and threw my newspaper in the trash. I had no thoughts for anything but sleep on this flight.

Ben was already seated when I stashed my case in the overhead locker. She was at least ten years older than me, which made her about forty-five, but definitely still eye-catching. She was dark blonde, quite tall with a traffic-stopping figure and bright blue eyes. Her clothes were nicely cut, a white shirt and designer jeans, and her jewelry was expensive—the diamond-studded Longines watch caught my eye immediately.

"Hi there." She smiled. Her voice had a definite Italian lilt but was obviously far removed from that part of the world. I found out later she had lived in Madison, Wisconsin, L.A. and now Chicago for the best part of thirty years.

"Hi." I tried to be polite, but really didn't want conversation tonight. I avoided eye contact but couldn't fail to notice the ample breasts that moved enticingly beneath her shirt as she shuffled to let me take my seat.

Once in the air the crew quickly served lunch and as we munched our way through the small plastic containers on offer, Ben introduced herself, as Benitta, and started to tell me the most unwelcome story of her life. I think she told me she was divorced and living off her former husband. I think she told me she had a daughter. I think she told me she had been visiting her sister. Truth was, I wasn't listening. I still wanted to sleep.

Then she started to tell me about coming to the US, and her desire to be an actress. I guess the possibility of being with a minor celebrity caught my ear. Alas she found next to no work in Hollywood, but was definitely proud when she told be of her modeling assignments from twenty years earlier. My ears really pricked up when she stated matter-of-factly that she had spent six months as a glamour model before she met her husband.

"You mean, like, a nude model?" I asked.

"Sure." It seemed nothing to her. "It was good work, well paid."

Now I looked at her again, noticing the clarity of her skin, the lack of wrinkles for someone her age and the hugely attractive boobs that now commanded my attention in equal measures to the tight thighs of her jeans. Ben had a way of moving and smiling that was very sensual and I began to forget about sleep for the first time on that flight.

Quite unexpectedly, she started to tell me about the wild parties she'd attended in her modeling days, mostly in California. When she started to tell me about taking three men at once and having men snort coke from her nipples I couldn't help but form vivid images in my mind about her naked and the wonders her body could deliver.

Ben was obviously open and unashamed of her sexual past, proud of it even. I found her attitude refreshing and not a little arousing. More than once I had to squirm in my seat for comfort as my cock reacted to her descriptions of her making love under the moon on Malibu beach or dancing naked on the table at another drunken orgy. She laughed it off as a colorful part of her past and, I'm sure, pretended not to notice my discomfort.

We had an extra glass or two of wine as she told me more and more of her modeling days until the cabin crew turned down the lights and most of the other passengers prepared to get what sleep they could at 37,000 feet. We both accepted the blankets offered by the crew but when Ben opened hers out, she threw it across both of our laps. I threw her a slightly puzzled look but she simply smiled and took mine from me and did the same, covering us both with each blanket.

Almost before I could consider what this meant she reached over and pulled the shade from her window closed. Then I felt her hand creep across my thigh. "You liked my stories?" she said softly. I nodded and she smiled in the half-light. "I still like them too, makes me feel very sexy." Her hand found the front of my trousers and paused there while my already considerable size grew some more.

Somehow she managed to pull down my zipper and started to fish around for my throbbing hard on. I was almost relieved when she worked my underpants away and grasped my shaft with her hungry fingers. I watched her face as she smiled at me, sharing this intimacy in the presence of a hundred others, without them knowing. "You like?"

I liked!

She did very little but rest her hand on me for the longest time, if there was any movement at all it was very slight, but there was never any doubt how I felt about this, still growing and feeling the pressure begin to build in my balls. I started to inch my hand across to her seat but she resisted, "No. You first." She pursed her lips in a silent kissing motion.

She started to move her hand a little more now, slowly and not moving the blanket much, making the longest strokes she could in the confined space. After a while, she slid her hand lower, cupping my balls and pulling them tight for a moment or two before restarting her slow, gentle strokes. I closed my eyes, thought of the twenty-year younger Ben dancing naked on a table and the inevitable became the moment. An intense heat washed over me as I fought to stifle a groan and my cock began spurting a considerable load of come into her hand.

When I opened my eyes I swear she was smiling, so much it was almost a laugh. She asked me to slip her a tissue under the blanket while she cleaned up and, finally pulling her hands above the blanket, took a look at a last drop of my come on her finger before popping it into her mouth with a smack of her lips. Wow.

She pulled the blanket up around her neck and closed her eyes. I guessed it was time for me to go to work. First, I ran my hand gently across her breasts, feeling her breathe and sigh as her nipples reacted to my touch. I managed to undo one button on her shirt and slipped my hand inside and down into her bra. Her nipples were hard and very excited when I got there. Ben was trying to control her breathing as I pinched the nipple and watched her face.

Next I placed my hand on her thigh and slowly slid it towards the front of her jeans. What a nice surprise awaited me. Ben had already undone her zip and pulled them down a little. I wondered briefly if she hadn't been fingering herself while working on me. Just inside her panties was a small triangle of pubic hair, but below that and all around the rest of her pussy she was shaved. I worked my fingers further inside her panties and found a very warm, soft and wet pussy waiting for me. As I gently stroked the length of her lips, I watched as Ben's face smiled with delight, eyes closed, almost like she was having a good dream.

She moaned very softly as I maneuvered to get a finger inside her, shifting her butt to help me. I left my finger in there while I played with her clit with the end of my thumb, all the time wishing it was my tongue and that I could smell and taste her as well. I continued the small movements of my hand and watched her face for the tell-tale signs of pleasure. Ben came unexpectedly quickly. A short intake of breath, a tightening of her pussy muscles and a slight flicking of her eyelids was all the evidence there was as we continued to hide our activities from our fellow travelers.

Still enjoying the feel of her pussy, I left my hand down there as she opened her eyes and smiled. "That was so nice. You have a lovely touch." She had shown some pretty nice handiwork herself. "Lick your finger. Please." She watched intently as I withdrew my hand and slowly licked its length. Ben tasted sweet and it was very horny watching her watch me taste her. "You like?"

I liked.

Rest finally came in the sweet aftermath of out climaxes. As close as we had come to being lovers, we held hands and slept for a few hours. When we touched down, I expected to say goodbye and that would be the last I saw of Ben. She had other plans.

We small-talked our way through to the baggage hall and then on to the appointed carousel then I asked if anyone was meeting her when she grabbed my arm and pulled me away from the carousel. Before I knew it we were in a disabled washroom and she was hurriedly locking the door behind us.

Ben wasted no time when she turned to face me, reaching down to undo my pants and kneeling in front of me when she sprung my rapidly growing hard on. Without so much as a word, she took the whole thing in her mouth and started working on the shaft with her tongue. When she withdrew it so only the head was in her mouth and her hand was working me, I knew she knew exactly what she was doing. It was easily the best head I'd ever had in my life and I leaned back on the sink to support myself and enjoy the moment. Ben continued to work my hard on in her mouth as her hand stroked me and cupped my balls with a feather touch.

I was beginning to think that she was intent on me blowing my wad right then when she withdrew me and pinched hard around the head of my cock. "That should keep you at bay for a few minutes." She smiled, fumbling with her shirt buttons.

I grabbed at her breasts as soon as she hard undone enough for me to access her bra. As I pushed hard against the material Ben reached behind her and released the catch and set her assets free. I held one and bent down to kiss the other. She had large nipples that were already engorged and in need of attention. I felt her hand at the back of my neck urging me on, pulling me to suck harder and play with her with my teeth.

While I worked at her nipples with my mouth and left hand, I worked my right hand down to the front of her jeans, pressing hard against her pubic mound and feeling her press hard back. She felt hot and I swear I cold feel the beginnings of a damp patch there. I pressed harder again and rubbed through the denim, sawing at the vague outline of her swollen pussy lips.

I started to fumble with the button and zip on her jeans when she pulled my head away from her breasts to look me in the eye. "I want you inside me. Now. Fuck me. Hard."

Like I was going to have another opinion? I stepped back, swiftly got her jeans open and pulled them downwards. Without a word, Ben turned away, bent towards the sink and offered me her lovely ass to look at while I aimed my swollen cock at her pussy. I held the sides of her hips while I positioned myself and with one single, hard, thrust, I was deep inside her.

Before I started to move, I held my position momentarily, enjoying the sensation of her very hot, wet and soft pussy squirming around me as she subtly worked her muscles on me. In the moment, I tried to focus on pleasuring her, but was struck by the excitement of such an unexpected encounter with this very sexy and experienced older woman. When she reached between her legs to trace her long fingernails across the skin of my balls I was lost. I started to thrust repeatedly, determined to give her the hard fuck she asked for.

As I plunged hard and what seemed like constantly deeper into her, I tried to reach forwards and take one of her breasts in my hand, but the best I could do was feel the nipple dangle and brush against my hand with each stroke. I heard her moan and tried to slow down a little. I reached down between her legs, searching for her clit and feeling my own shaft against my hand as it pushed and pulled in and out of her.

Her clit was huge and obviously very excited as I rubbed it a little. She moaned some more and I could feel her tensing as her moment approached. I wasn't quite there yet and decided to slow down my thrusts and keep rubbing, making her come as hard as I could.

She did. All of her body stopped moving for a few seconds and I rubbed slowly and then as fast as I could when I knew she was in the midst of her orgasm, trying to prolong and make it as intense as I could. When I felt her relax I removed my hand, grabbed her by the waist and pumped as hard as I could. Seven or eight strokes later I unloaded inside her with a shuddering orgasm that pulled my balls tighter into me than they've ever been.

When I withdrew Ben turned around and took my sopping wet cock in her hand, smiling at me as she bent down and wrapped her lips around me. She worked her tongue around, tasting and sucking wonderfully as she tasted our juices. "You were great," she said, standing again, but still rubbing me.

By the time we dressed and quickly left the restroom ours were the only bags left on the carousel. I lifted hers onto a cart for her. She smiled again, "A gentleman. Thank you."

We walked through to the arrivals hall together, quiet and somewhat subdued after our exertions. When we got outside she hailed a taxi and turned to face me. "It was so nice to meet you. I had a lovely flight." And then she was gone. I never did get to know her surname and never saw her again. As I watched the taxi disappear the whole encounter played through my mind again and I felt a familiar straining in my underwear.

It's still the same, every time I think of flying, I think of Ben... and get very hard.