The Buffalo Marathon

Note: This story was written with laxchick, who deserves full co-writing credit.

*****

Amanda

Its May.

I'm finished university.

It's almost a numbing feeling, and I've been spending some afternoons, when previously I'd have been studying like a maniac, just staring off into space in disbelief.

Unlike some of my classmates, I have a job lined up, a decent one, and even better, it doesn't start until October. I have a summer totally, completely, to myself.

It only takes a weekend of freedom though before I'm planning, and organizing. I'm an overachiever. In fact, that's what I used as my "biggest weakness" during my interview for the job I landed. I'm looking at the calendar, and thinking about goals to achieve over the course of the summer. I run often enough that a half-marathon shouldn't be too big a stretch for me, and looking at the Runner's World website, my eyes land on the Buffalo Marathon, which actually happens in just a few weeks.

Drive up the coast. Upstate New York. Get a hotel in Buffalo for a few days. And Dad, I know, is willing to let me ring some charges up on his Amex as a graduation present.

Fun.

Carter

I stop near the Thoreau Cabin, and check my Garmin, the midday sun shining down on me. 10 kilometers now, and even at an easy pace, my right knee is beginning to complain. Goddamnit. Buffalo is in two days. I'm not sure the knee is going to last the 42km of the marathon. It's funny, I barely noticed turning 30, nothing really seemed to change, but turning 35 was different, and the body isn't what it once was.

I lean into a tree and take my foot in my right hand, pulling it up behind me towards my ass. A few tourists are milling about the cabin, I've passed others on the trail around around Walden Pond. I love running, and I love running here in particular. The sunlight shining through the leaves of the trees, the spray of dust behind me as my feet pound the the fine gravel of the trail.

Margaret and I used to run together here.

I stretch my left leg as well, then give them both a shake as I begin walking away from the cabin. One more lap of the pond? Two? I take a breath and push off, feeling strong - well, mostly strong. Some pasta tonight, the drive to Buffalo tomorrow. I feel so awkward about seeing Margaret that I've booked a hotel instead of staying with her. She moved to Buffalo about a year ago now, a year and a half... taking a job she couldn't refuse as an account manager with M & T Bank. I'm not sure how hard either of us really tried to make it work. Long distance is hard. I had my first fling at about the 6 month mark. Talking about it later with her, my heart in my mouth as I confessed my sin, I found out that she'd done the same thing at almost the same time.

It was always still her though.

I'd wake up, go about my day, women would filter past, and I'd be attracted to some, smile at them, wonder about them, but as I kept walking, it was still Margaret I wanted. I wanted to find her at home, pouring herself some water in the kitchen, push her against the counter, run my hands over her body as my lips found her neck, kissing her warm, urgent.

But... when I got home, it was just my clean kitchen. A few bananas, some nuts, a beer in the fridge, then leaning against the front window looking down at the street.

A flash of sunlight on Walden Pond. The twinge in my right knee growing more persistent. I slowed down to a walk. Hey Maggie, I thought, I guess I'll see you tomorrow.

Amanda

I'm at the Hyatt in Buffalo. I arrived late Friday night, thinking I'd spend Saturday walking the course, but when I wake up it's pouring rain. I fiddle with my phone for a little while, finding out where the nearest YMCA is, and after calling them and confirming my membership back home can be used here, I get geared up to go to a mid-morning Spin class. But, then there's the rain. I spend a few minutes at the front door of the hotel, looking out at the sidewalk and the street, when someone stops beside me, holding an umbrella in his hand. "Which way are you going?" he asks.

I look at him. He's, maybe 35 or so. Around 5'8 or 5'9. Dark brown hair. Fit. And he's smiling, which might actually be the single most attractive thing a man can do. "The YMCA. And I obviously didn't bring an umbrella."

"The YMCA? Are you going to the 10:30am spin class?"

I laugh a bit, surprised. "Are you going too?"

He nods. "Want to walk with me? We can try to share the umbrella. We'll both just get half-wet."

I smile. "I'm Amanda."

"I'm Carter." He puts his hand lightly on my elbow. ""Let's go."

Carter and I laugh most of the way to the YMCA, and find out that we're both in town for the marathon on Sunday morning. When we clamber inside the Y, we're both pretty much soaked, but we split up to our respective change-rooms, and the next time I see him, he's already on a bike in the class, soft-pedalling, wearing tight black cycling shorts, and a tight black athletic top. The instructor smiles as I step into the room. "Hi, welcome to the party," she calls over to me. "I'm Denise."

"I'm Amanda," I say. "The girl on the phone told me you're an awesome spin instructor, and work your students hard."

Denise laughs. "Well, we'll get a workout. I'll try to not kill anybody though."

Carter raises his hand into the air. "Old broken guy here," he says, jokingly. "Let's definitely try not to kill anybody. Meaning me mostly."

As I move to a bike in front of Carter, with Denise just in front of me to my right, I can't take my eyes off her. She looks like a Mom that decided to make a little extra money, and she has a figure I'd kill to have at her age. Blond hair, to her shoulders, trim muscular legs, a tight upper body. And she and Carter are both laughing, joking about who is older and who is more broken. Denise slides off her bike and hands both Carter and me a core bungee, and towel. When she returns to her bike she starts us with the bungee, and I look past her to the mirror on the wall and the clock. She's got great taste in music, and i can already tell the hour is going to fly by.

We do a heavy standing hill on the bikes. I can tell my leggings are soaked with the sweat sliding from my lower back and down my butt. I glance into the mirror and see Carter pumping through his standing hill behind me. He looks up into the mirror and our eyes catch, and he smiles, shaking his head in either a real, or a fake, "I'm dead" expression.

*

Denise and I bump into each other on the way out of the women's locker room. We chat, and she suggests meeting for coffee later in the day. She volunteers to help with the marathon, and has some tips for me. We decide to meet at 4:00pm at the Starbucks in the hotel lobby.. Back at the Hyatt I lay down for a nap, and set the alarm on my phone for 3:00pm. When I wake up, and shower, I realize with a bit of regret that I'd lost touch of Carter back at the Y. Maybe he came straight back here to have his shower? Shit. He was nice.

I towel dry my hair briefly, then apply a tiny bit of makeup, just a little gloss. I look in my suitcase, and smile when i pick up a black V thong. Why not? I slip the thong on, an exercise bra and top, and Lululemon leggings, and slip on my flip flops a few minutes before 4 and go down to the lobby.

I spot Denise walking in and wave. Wow. She walks up to me wearing torn jeans, a black, self-supporting camisole top, and adorable flip flops from Tory Burch - not what I was expecting from someone meeting to talk about the upcoming race and local scene. "Hi Amanda, am I late?", Denise asks.

"Not at all," I say, smiling, and still drinking her in. "You look great Denise, I feel underdressed for Starbucks", I say with a smile. "I love the top, and Tory flip flops. I'm impressed."

"Don't be, I'm meeting a friend for dinner later, my husband and kids are visiting his parents for the long weekend, so it's Girls Night Out for me and her. And the sandals were a present from me to me. You have to indulge now and then!"

Having coffee with Denise is amazing. We laugh a bit about Carter, realizing that we were both eyeing him up a bit, and wonder which one of us he was eyeing more than the other. I remind Denise that due to the way we were positioned, he pretty much had to be staring at my ass the whole time, and she laughs and says "good point, good point."

Denise is married, and has two children in high school. But she's on her own this weekend, with her husband having taken the kids on a trip to see his parents back home. At one point Denise's phone beeps, and after tapping at a few messages, she looks up at me and smiles. She reaches her hand over and places her fingers on my thigh. "Amanda, my friend can't make dinner, do you want to join me? We were going to do Italian. There's a place around the corner that does great Paleo Italian dishes."

I almost blush. Actually, maybe I did blush. The idea of continuing this day, this date, with Denise is so exciting. "Of course," I answer. "I'd love to."

Denise takes my hand, not giving me time to think. "Come on, I'm parked outside."

"Shouldn't I change first, Denise?"

"No, you're perfect, I wouldn't change a thing about you," and she squeezes my hand as she leads me out to her car. We leave the hotel, and walk down the sidewalk. Denise holds my arm in hers, and says "I can tell this is going to be a great night, sometimes things happen for a reason." My head is spinning from all the messages she's sending me, and that she's married, and well, just damn hot.

Denise takes my arm again after we park near the restaurant. Two girls walking together, but from her touch it feels like much more. The restaurant is small, and adorable. The waiters and waitresses are in black tie and Parisian aprons. The host, a cute guy who could be an A&F model, looks up when we walk in. "Hi Denise," he says, smiling and genuinely happy to see her. "I'm Greg," he says to me. "Welcome to Chianti." Greg leads us to our table, in a cozy corner of the restaurant, far enough from the piano player that we can talk comfortably. "Is this okay, Denise?" Greg asks.

"This is perfect Greg", Denise says.

"Can I get you anything to drink?"

Denise glances at me, but I wave my hand. "No, I'll pass. Just ice water for me. Maybe a glass of wine tomorrow after my race."

Denise smiles, and nods, then looks at Greg. "I'll have a white sangria, and a house chianti with dinner. Thank you."

"It was serendipity that it was raining today, and I thought about doing a spin class, and that you happened to be the spin instructor today," I say. "I'm so glad we met, and I wasn't looking forward to sitting in the hotel eating take out"

Denise nods, staring at me thoughtfully, then looks up when the waitress appears beside us. "Brenda!" Denise smiles, purring slightly. "I'm glad you're our server tonight." She looks at me, and half-whispers "do you trust me?" I nod, and say certainly, and she orders our meals. "You can pick desert, if we have room," she winks.

The dinner is wonderful - meatballs and sauce, and julienned veggies. We hardly stop talking, I feel like I've known her for years. I've never connected with someone 20 years older than I am so quickly.

I ask about the friend that she had originally planned to have dinner with, but who had cancelled, allowing me to be with Denise instead. "Oh Kristen, she's the mom of a friend of my son's. We met at microsoccer 10 years ago and have been best friends since. We try and do lunch every couple weeks, and when one of our husbands is out of town, we do a Girls Night Out."

"You sound like my Mom, seems like everyone she socializes with are the parents of one of my friends."

"Yes, life of a soccer mom. In 10 years you'll know it well. And Kristen, is, well," she hesitates, "well she's a very special friend"

Denise changes the conversation to me, and I tell her about my ex-boyfriend, how he decided to take a job out of state without talking about it. I tell her about how I'm now in between guys and enjoying the summer, and looking forward to starting my career in the Fall.

When it's time for dessert, she looks at me. "Well, your choice Amanda."

"I'm stuffed, but maybe we could share a spumoni?"

When it arrives, we both dig into the ice cream, and when it came to the last bite, Denise picked it up on her spoon. "You need the energy more than I do," she said, lifting it to my lips. I opened my lips, smiling at her, and she slid the spoonful of ice cream into my mouth. I sucked the spoon clean as she slowly slid it away. "There you go baby," she purred, and the way she said it made me tingle. I licked my lips, and watched her watch me do it.

"I'm stuffed. Denise can you take me home and tuck me in?" I said, sinking back in the chair. She took my hand, "Come on honey, I'll take you home." We walked to the car, and drove back to the hotel. "I really had a fun night, Amanda," she said, as she drove us through the city back to the Hyatt.

"I did too, Denise. I'm so glad we met." I couldn't help noticing her legs in the torn jeans. She was so fit from all the cycling, and whatever other things she did. "I feel so wound up, between the food, hanging out with you..., want to have a Teavana with me and I'll show you the room I have? The hotel was booked full and they bumped me to a suite. My Dad made the reservation with his Platinum Rewards."

"That sounds like a perfect way to unwind Amanda, I'd love to."

We got to the hotel, stopped at the Starbucks in the lobby, got our tea, and walked to the elevator.

"The Starbucks guy was really friendly" I said, half thinking he'd actually been too friendly.

Denise laughed and put her hand on my arm. "You know he was staring at your butt when you walked to get sugar?"

"Rightttt." I replied. We were in the elevator now, riding up to my floor.

"Why shouldn't he, it's an adorable ass, anyone would die for a piece of it. Guys or girls," she teased, and she slid her hand down to give me a friendly rub on my left ass cheek. Her hand lingered there, her fingers softly pulsing into my ass. When the door opened, she gave me a little pat and let her hand slide away.

In my suite, Denise oohed and ahhed. "Wow, you have a jacuzzi in your bedroom. Have you tried it yet?"

"No. I was so tired when I got here last night, I just crashed."

"Mind if I get more comfortable?" I asked. I went to my suitcase and took out an oversize T shirt. I pulled up my top, and took off my bra. "Did you call your husband," I asked. "How are he and your kids doing?" I asked.

"I did before dinner, they're enjoying the time away, though I don't think as much as I am," she said smiling at me. "Baby you really look amazing, no wonder that guy in the coffee shop, and Carter during the spin class, were both staring at you."

I pulled the T shirt on, then slipped my leggings and panties off. Denise's attention was starting to make me feel warm, and curious. I moved towards her, where she was sitting on my couch, wearing just the T Shirt now. "Layback baby," Denise whispered, I'll give you a foot massage, you look like you need one after all the work getting ready for the race."

Denise really had my bi curiosity up. I laid back into the couch, and put my feet up in her lap. Her hands worked magic on my feet, first one, then the other. "Denise, what you're doing feels wonderful, I could do this all night, " I said, and i closed my eyes. I felt one of her hands massaging my calf while the other continued to massage my foot. I suddenly felt her lips on my toes, softly kissing, and I gasped, but didn't pull away.

She read all the signs, and whispered, "scooch over baby", and laid next to me, resting her head on her bent arm, looking at me. She smiled, and leaned over and gave me a soft kiss on the lips. I smiled at her and kissed her back.

"Are you sure you're ok Amanda?"

I nodded yes, and smiled. She leaned into me and kissed me again. We kissed deeply, passionately. Her arm around me. I felt her tongue begin to explore my mouth, then she gently sucked my tongue into her mouth, while holding me. I felt her hand roaming over me, slipping under my shirt, her first touch on my breast was so sensual. Feeling her massage my breast softly. "Let's move to your bed, baby."

We got up, and I walked over to the bed and slipped under the covers. Denise turned the lights out, the glow from the bathroom light was enough to see her. She crossed her arms, and pulled her cami top off in one motion. Then she unfastened her belt, and unbuttoned her jeans, and slid them down and off. She looked perfect in just her thong. She moved to the bed, and slid under the blanket, and reached under and took her panties off, and pulled them out and put them on the bed. Then her hands found my T-shirt. "Lift your arms Amanda," she purred. I raised my arms, and she pulled my T-shirt off.

Denise rested on her elbow, her eyes on me, and then she slowly leaned forward, and kissed me. Our kissing was soft and gentle. I could tell her hand was moving under the blanket. She was starting to masterbate while we kissed. She lay back, her fingers obviously stroking her pussy. "Would you help me?" she whispered, and then took my hand, without giving me time to think, and put it on top of hers. I matched her movements, my hand on hers, massaging her fingers warm down into her pussy. Her breathing started to get heavy. She pulled her hand from mine, and moved her hand to her breast. I continued to rub her the way i like to touch myself. I could feel her neatly trimmed mound under my fingers. Denise's breathing got heavy, she stared at me. I felt her tensing and getting close, very close. Her thighs were quivering against my hand. I rubbed her clit with the right pressure and rhythm. "Ohhh," Denise moaned, and I felt her convulse. "Stop stop, I'm soo sensitive after I orgasm, it almost hurts to be touched. Please stop."

I moved my hand to her thigh, and softly caressed her leg, comforting her. She was staring up at the ceiling. "God Amanda, that was nice. Can we just lay a minute?" I put my arm around her and rested my head on her shoulder. I could feel her hand move to my bottom, softly caressing me.

"When did you learn how to do that?"

"Was it ok?"

"Are you kidding? It was amazing. Your fingers worked magic on me." As Denise said that her caressing on my ass and thigh turned more into a massage.

"Are you still ok?"

I nodded yes.

"I'm glad, maybe it's my turn to do a little exploring. Layback baby." she said.

I lay back. I felt her fingers move from my thigh to inner thigh. Her other hand gently parting my legs. I brought my knees up a little and parted my legs more. Her hand moved to my pussy. I felt her fingers gently touch my wet lips and my clit.

"Mmm, what is it with your generation and the love of razors?" she said, teasingly. She kissed me as her fingers moved across my smooth mound. My pussy was totally bare; while she kept her pussy trimmed.

I shrugged my shoulders and smiled. "Its summer," I said, "it's easier when I wear a bikini."

"Any other reason?" She asked, moving her palm a bit harder against me.

"Oral is a lot more fun" I smiled.

"And?"

"I like how it looks, and it drove my ex crazy," I said.

"This is going to feel so good baby." Her fingers danced on my pussy, and immediately I was in heaven. I could feel her middle finger move up and down between my lips from my clitty to my ass. She kept caressing me, touching me. Then she pulled her finger up my pussy and rested it on my clitty. She slid her left arm under me, cradling me, embracing me. She kept focusing on my clit now. I closed my eyes, buried my face into her neck and cheek and my breathing started to get laboured. I felt that sensation building up, and I nudged my lips to her neck and kissed her. She leaned into me and kissed me on the forehead, then my nose, then I looked up and she kissed my lips. She whispered how adorable I was. I bent my neck back, feeling my orgasm get close, the excitement of the whole day of meeting and being with her was ready to release. I felt like I couldn't catch my breath. I held Denise tightly and felt the orgasm coming.