A Lesson From Eleanor

Dedicated to a couple of very good online friends, who both suggested I should submit this. I hope you appreciate it as much as I enjoyed writing it! Comments always welcome. Names and places changed, yada yada.

It's fairly difficult to know where to start on this one. I'd known Eleanor for years, as long as I could remember. She was an old school friend of mum's. That makes her in her early 60's now. Me? I'm 40 now and reasonably happily married. The sex life at home is pretty good, and I've had a few wild experiences over the years, but if I look back, it's this time with Eleanor that gets me going all over again, it feels like yesterday.

April 1983, one Thursday evening. I was back late from school. I'd turned 18 the month before, and was a typical teenager I guess. Obsessed with girls, music and football. Apart from a few sweaty-palmed fumbles at parties and a couple of heavy sessions with an ex girlfriend, my obsession with girls was one sided. (Tracey had dumped me a few weeks before, when one of the post grad students at the local teacher-training college had started taking an interest in her... bitch, I was still smarting.) I walked into the house, sports bag slung over my shoulder, and strolled in. "Is that you Alex?" I heard from upstairs. It was mum. Unusual for her to be home so early. I remembered then, that she had a date with a guy she'd been seeing from work. I didn't like him much, and the feeling seemed to be mutual. But mum seemed to like him, and as I popped my head round the door, it was obvious she was taking the trouble to look her best. We exchanged a few pleasantries, as I watched mum applying her make up. We'd both had a good day, and yes, I was pleased with the grades from my latest History essay.

"I'm running a little late, Alex" she said. "Would you mind doing me a little favour? I promised I'd drop these books into Eleanor's this evening, but I haven't time. Phil's due here in about 10 minutes."

"Sure mum" I replied. "I promised I'd call in at Terry's this evening, so I can drop your books off at Eleanor's on the way." In truth, I'd have done mum's errand whether I'd planned to visit Terry... I'd had a crush on Eleanor for years and was always happy to see her. OK, she was the same age as mum, but she was absolutely gorgeous. She was around 5'7 I'd guess, blonde and slim with perfect legs. She wasn't big breasted, but what she did have was perfect. I'd caught a glimpse once. She'd leant forward at the table, giving me a view right down her top. That tantalising image had stayed with me ever since, and if ever I needed a good cum when I was masturbating, Eleanor's breasts brought me on. Mmmm, those pert, firm breasts, those dark nipples. How I wanted to caress them, and tease her nipples to hardness with my fingers. How I wanted her to kiss me, to run her long nails all over my skin, to nibble on my ear lobe. How I wanted her to kiss her way down my naked body, holding me in her fingers, stroking my hardness, until she reached there with her mouth and...

"So that's great then," said mum, snapping me out of my daydream. Fortunately, I'd grabbed the books and was holding them in front of a rapidly growing bulge in my school trousers! She handed me some money so that I could get a meal from the fish and chip shop, just as we heard Phil's car pull into the drive. "I'll see you later" she smiled, pecking me on the cheek. She slipped her feet into her heels, trotted downstairs, and I watched her kiss her date before getting in the car and driving off.

Mum had seen a lot of Eleanor recently, and as a consequence so had I. Her husband, Den, had been forced to take a job on the North Sea gas rigs. He didn't want it, and Eleanor didn't want to see him go, but with the economy being what it was at the time, Den had been forced to 'get on his bike' and find a job. Naturally, I wondered how Eleanor coped without him, and whether I could help her out with some of her needs. A typical teen fantasy I guessed, but one I enjoyed.

I unpacked my school bag, got changed into the usual jeans and polo shirt and skipped downstairs. I picked up the books from where I'd left them and left the house. Eleanor's house was only a ten-minute walk from home, but even in that short time I'd managed to work myself into a really aroused state. Fortunately, my jeans were quite tight, and that arousal wasn't immediately obvious. Which was just as well, because as I was walking up to Eleanor's house, there she was walking towards me. And oh, god, what an amazing sight!

It was a beautiful spring evening, and I did a swift double take. Eleanor was carrying her raincoat over her arm, and was wearing her working clothes. I didn't know exactly what she did, but I knew she had an office job somewhere in London. It was expected that she dressed smartly, and I never realised that smart could be so completely sexy. She was wearing a lovely business suit, complete with shoulder pads, as was the fashion at the time, and her skirt was cut just below the knee. Underneath, she was wearing a silky blouse in a stunning pale blue colour that matched her eyes, and my eyes were drawn to her shoes, some simple, yet striking heels. I've since read an anecdote about Marilyn Monroe and how she trimmed a quarter of an inch from one shoe to achieve her trademark wiggle. I've wondered whether Eleanor did the same, as I loved the way she walked. She hadn't yet seen me, and sad though it is to admit it (but hey, I was only 18 remember!) I hung back so that I could walk behind Eleanor as she turned into her own road until she reached her house. I can still remember that walk, and the almost hypnotic sway of her bum and hips.

It was only when she opened her front gate that I actually caught up to her. She turned and gave me the most beautiful smile. Tight jeans or not, I was pleased to have the books again, as that smile caused my cock to stir, and I was pretty sure that Eleanor would have noticed it had I not had the books.

"Hey, Alex, what brings you this way?" purred Eleanor as she fumbled for her door key.

"Erm... Mum asked me to drop these books round. She's out with that Phil guy again tonight" I replied.

"Again! What a hussy!" she winked. "That's sweet of you to bring them round. Come on in, and make me a coffee while I get showered and changed" she smiled, unlocking the door. My eyes almost popped out of my head when Eleanor bent down to pick up her mail. Her bum in that tight skirt... oh god, I just knew I'd be masturbating over that view later on!

I followed Eleanor into the kitchen, and she dropped the mail onto the counter. She slipped off her shoes, and sat on a high stool, giving her feet a little rub.

"Oooh, that feels so much better... I love

these shoes, but they aren't the most comfortable."

I didn't know then that I had a foot fetish, but I clearly did, as looking at those sexy toes wriggling as she rubbed her feet was doing something to me! I remembered how Tracey's legs felt when she was wearing tights, and I longed to stroke Eleanor's thighs and rub her feet, the way she was doing. Something about the feel of tights was arousing back then, and still is now.

"Right, shower time now" smiled Eleanor as she slid down from the stool. "You know where everything is, don't you Alex, and help yourself to some biscuits if you fancy one." She turned, and headed for the stairs. Again, I was transfixed by her wiggle until she disappeared from view.

I got down from my own stool, and prepared the coffee, two mugs. I've never been one to turn down the offer of a biscuit, and the dark chocolate digestives were very welcome. I moved around to where Eleanor had been sitting, to look at some photographs she'd hung on the wall. "Oh my", I thought as I looked at a holiday picture of her and her husband, Eleanor looking luscious in a bikini, sitting by a pool somewhere in the Mediterranean. My fingers subconsciously stroked the seat where she'd been sitting. Her perfume still lingered, and I breathed it in. I could hear the shower starting, so I took the opportunity to caress myself through my jeans. God, I was hard. I undid my zipper, and looking at the sexy picture on the wall, I began to rub myself through my boxers. With thumb and forefinger, I rubbed my cock head as I looked at Eleanor. I could see her nipples, slightly erect, pushing through her bikini top. Oh, it felt so nice. I could feel a little precum soaking my pants. I hadn't felt so horny since the last time I was with Tracey.

I found myself wishing I could take the photo down, and run home. I wanted to slip off my jeans and boxers, and lie back on my bed. I just knew that I'd quickly have an amazing cum looking at that photo. I had a couple of nice photos of Eleanor in my collection, but none as sexy as this one.

The sound of the whistling kettle brought me back to reality

I lifted the kettle from the stove and poured the water into the mugs, before adding the milk, and the two sugars I knew Eleanor took. As I stirred, I felt a touch on my shoulder, and dropped the spoon in surprise.

"That was great timing" Eleanor said as she took the mug from me. She leant across and kissed me on the cheek. "You are so sweet!" She moved away, and sat back on the stool. I took in the view. I felt myself redden, but I had no idea whether it was the feel of the soft lips on my cheek, or seeing Eleanor sitting there. Her hair was wet, and she'd brushed it back from her face, and there was no hiding just how naturally lovely she was, now that she'd removed her make-up and washed that awful sticky hair-spray from her hair. (I knew after trying to run my fingers through Tracey's hair how awful it made it feel, and I just felt it wasn't worth it, however nice it looked.) The business suit was off, and replaced by a satin calf length robe, fastened at her waist with a matching belt. She'd crossed her legs, and the robe had fallen away, revealing the entire length of her left leg. I'd seen Eleanor in shorts and bikinis, but somehow her legs had never looked this good.

Naturally, I had to cross my legs too. I'd somehow managed to cover my bulge. I'd be mortified if I thought Eleanor knew some of the things I'd been thinking about her, and I could hardly think of anything more embarrassing than Eleanor seeing me with a hard-on. And of course, that hard-on of mine hadn't gone away. If anything it had got worse, and I was more aware of it.

"Your mum tells me you and that awful Tracey have split up. I'm sorry to hear that, Alex, but she wasn't good enough for you anyway."

"Thanks, that's nice of you to say" I said, "but I do miss her." I told her the tale of her split up, leaving out the bits about how Tracey had told me that while she was happy to play about with me, and while she loved the mutual masturbating she didn't yet feel ready to have sex. I actually began to feel angry when I recalled how, after she'd started seeing that bastard Chambers, she taunted me by telling me that, after only the second time she'd been out with him, they'd fucked. She actually used that word. Fucked. She'd never talked like that when she'd been with me.

I felt myself begin to boil, even a few weeks after it had happened, so I took a long gulp of the coffee. As I did so, I watched Eleanor's sympathetic smile somehow turn into a very cheeky glint in her eye.

"So," she said, with a mischievous tone of voice, "did the two of you get to fuck before you split up?" I couldn't believe what I'd just heard, and it was all I could do to stop spraying my mouthful of coffee all over the kitchen in shock! Instead, I started choking. I stood up, and put down the mug while I was having what was a very embarrassing choking fit. Eleanor joined me on the floor, and stood close by.

"Are you OK?" she said. "I didn't mean to shock you like that."

"I'm OK thanks" I said, rapidly recovering my composure. I wasn't aware of just how close Eleanor was standing as I turned slightly, and my crotch brushed against her thigh. Her hand brushed my face in concern at my choking, and then it was her turn to blush, as she realised what was pressing into her leg!

"Oh my!" she said. "Who'd have thought you'd be such a big boy! What's brought that on?"

I couldn't believe this, I'd never been as embarrassed in my life as I was at that moment. Eleanor had stepped back just a little and I checked her out again. The satin robe was clinging to her. She was a slender woman, but she had curves in all the right places. I loved how the satin clung to her breasts. It was obvious she wasn't wearing a bra, and I couldn't help but look as I noticed that her breasts were slightly pointed. Yes, they were small, but they had such a beautiful shape, and I was surprised to see that her nipple was erect and clearly visible as it pushed through her robe. Oh god, I could almost feel it hard against my tongue. I turned away.

"I... I'm sorry" I stuttered, and made to leave, but a gentle touch to my forearm stopped me in my tracks. I turned, and I looked around and saw Eleanor looking up at me.

"Hey, it's OK" she said, as she looked up into my eyes. At that time I hadn't finished growing, and was only a couple of inches taller than Eleanor, but she was barefooted. I was caught up in getting lost in her eyes as she reached and took hold of both my hands. She stood on tiptoe, and kissed me full on the lips. Oh god. What do I do? Something took over, and I just reacted, and pulled Eleanor close and returned the kiss, firmly and passionately, just like I did with Tracey. I felt Eleanor snuggling against me, as though she was enjoying the feel of my rock hard cock against her tummy. One hand moved to the back of Eleanor's neck, the other to her ass as I caressed her bum cheek. Eleanor's face pulled away from mine.

"Shit", I thought. "Bad mistake. She'll tell mum, and she'll be furious." I was wrong.

"Mmmmm" murmured Eleanor, "that was nice." She looked at me with an expression I'd never seen on her face before, or on any girls face for that matter. Now, I'd recognise it as a look of lust and desire, but back then, I had no idea. She smiled, and taking my hand, led me out of the kitchen and up the stairs to her bedroom. I just had no idea what to think, I was a complete jumble of excitement, fear and lust and could feel myself trembling slightly. Just as we reached the bedroom door, Eleanor turned back to look at me and smiled, and we went inside.

Eleanor dimmed the lights slightly, and turned to me. Her arms moved around my neck, and she pulled my head forward and we kissed again. I felt an electrifying jolt as her tongue flicked at my lips and I slipped out my tongue and touched Eleanor's. Now she bit my bottom lip gently, and sucked on it. Her hand moved from my neck, brushing her nails against my cheek, and then stroked its way down my side, until she reached my thigh. Her hand moved across then, and I felt her hand firmly caressing my bulge. I moaned involuntarily as she squeezed. Even through my thick jeans and my boxers, Eleanor's fingers felt amazing against my hardness.

She pushed me away, just a few inches and grabbed the hem of my polo shirt, and pulled. I lifted my arms, and she lifted the shirt over my head. She threw the shirt across the room, and moved in close again and we kissed once more. This time, her tongue slid between my lips and into my mouth. Mine did the same, and we kissed hungrily. It wasn't the first time I'd kissed like this, but it had never been so good. The girls I'd kissed had been as inexperienced as I was. It was good of course, but nothing had prepared me for Eleanor.

Eleanor began to kiss my cheek, and moved down my body slowly. I couldn't believe this. I was completely staggered. She kissed around my neck, gently biting as she went, down, and down. She kissed along one collar bone, and then across to the other. As she kissed, I felt her hands unbuckling my belt, and unfastening my jeans. Her fingers unzipped my fly as still she kissed. Oh my god! Her tongue circled each nipple now, and she gently sucked one into her mouth, and I felt it hardening a little. Then across to the other, sucking again, this time biting just a little.

"Bad boy, Alex, you like that, don't you?" Eleanor murmured.

"Uh huh" I said as I felt Eleanor pulling the jeans down over my bum, easing them over my uncomfortably hard bulge. She guided me backwards until I found myself sitting on the edge of her bed, and then knelt in front of me. She pulled off my trainers and my socks, and then removed my jeans completely. There I was lying back on Eleanor's bed, wearing only my boxers now. Eleanor moved up, and kissed me on the mouth again, her hand releasing the belt around her waist, and allowing her robe to fall open. As we kissed, I felt Eleanor's fingers tracing a path over my chest, and down my stomach, her little finger teasing my belly button. My hand moved to her side, and I gently caressed her.

"Lift your bum" Eleanor whispered, as she hooked her fingers into the waistband of my boxers. I did as she asked, and she slid my boxers down over my bum and thighs, and off my legs. "Oh god Alex, that's beautiful!" Eleanor exclaimed, grasping my cock and as she did so, she wriggled out of her robe, and I could see her now, completely naked. She leaned forward, and her breasts looked amazing, hanging down, nipples long and pointed. She moved from side to side, nipples brushing my cock, and I could feel my manhood throbbing at each tiny little touch. I reached with one hand, and gently caressed one of her breasts. One lesson I'd learned from Tracey was that I should be a little more gentle with her breasts, at least at the beginning of our play, than I was in my excitement. Eleanor groaned gently as I caressed her, and whimpered as my fingers touched her nipple.

"Alex, that's so nice", she said. As I gently teased her nipple, she brushed the other over my cock head, still kissing my tummy, letting her tongue tease my belly button. Her hand moved to gently cup my balls in one hand. "So big and full, baby, they are lovely" she whispered. As if that wasn't nice enough, she leant forward and gently kissed the tip of my cock, and I jumped, never having felt anything of that intensity before. She took my cock head into her mouth, and gave it a little suck, before trailing down my shaft with her tongue, licking it, and peppering it with tiny little kisses. All the while, she was cupping my balls in her hand, lightly moving them as her tongue found its way back up to the top. She pulled back my foreskin now, revealing the cock head completely, and I watched, astounded as she took it into her mouth and gave another little suck. This time though, she moved down, taking about half my length in her mouth.

All the while, Eleanor was looking me straight in the eye, and somehow, I was finding this just as sexy as what she was doing with her mouth. One hand now carefully grasped my shaft and began to stroke, light little strokes in time with her sucking. This was just incredible. I'd read about blow jobs in a couple of magazines, and even seen a couple in some of the dodgy movies Terry's brother had let us watch. Sure, they sounded and looked good, but boy, experiencing one for real was just wonderful.

"Shit!" I yelled, quickly followed by "ooooohhhhhhhh god!" My hands grasped the sheets on Eleanor's bed as I came. I don't think I'd ever cum so much. It felt like I could have filled up a pint glass. But Eleanor still had her mouth around my cock, and was still milking me with her hand. My breathing became fast and shallow as I watched her move away from my cock. A little trail of cum escaped from the corner of Eleanor's mouth and it looked as if she was swallowing. With her long finger, she wiped up the trail that was trickling down her chin, and sucked her finger clean. I couldn't believe what I'd just seen!