Aerobics Class

The black leotards showed every curve, and there were lots of them. Bright red hair, going in all directions, eye makeup smeared with sweat, she was really trying to keep up with the instructor, who was probably 22, and weighed about 115!

But not Betty! This was our third class together. I was getting a beer gut, and by joining the Community College classes, you got use of the equipment room and pool, so I decided to try aerobics, since it was included.

Betty was about 50, or 25 years older than me, and she just made me smile. Always the first there, she would try to keep up, but couldn't because of years of not exercising, and the fact that she had no rhythm, meaning the music didn't match her movements.

Allison, the instructor, told us to shake it out, take some deep breaths, that we were done for the evening. Betty turned to me, her eyes wide. "I'm gonna die!"

I smiled, "You're doing fine! I can see the improvement each week!"

"Oh, Honey, you are so full of shit! But thanks, anyway! I can use the encouragement! But, if pain means gain, tomorrow I will gain a ton!"

Sweating myself, I toweled off. "You have to remember to stretch tonight, so you don't tighten up."

She smiled. "I know, but I get home and all I can think about is a glass of wine!" The bead of sweat I was watching rolled down her cleavage, vanishing into the abyss. She looked strangely sexy in black, with a short red skirt barely covering her ample butt. She patted her face, so as not to drag more makeup around. "When I was your age, they called this figure zaftig! Then, full-figured. Now, I'm just plain fat."

I shook my head. "You're curvy, not fat." I looked her over, and it was true. Although her breasts and ass were at least full-figured, she had no gut to speak of, and her legs were still taut, not flabby. And from what I could tell, she was probably pretty under all that makeup.

"Nicely put. And considering you are probably here to meet girls, why do you always wind up behind me, where you can't even see anything but my fat ass?"

"I'm here to lose this beer gut, and maybe I like the view!" leering playfully at her.

Her eyes twinkled as she said, "Try having a couple of kids if you want a belly! I'm still trying to lose that! And the youngest is your age."

"Either you are way off with my age, or you were a Child Bride, cause my mom doesn't look anything like you, or I'd still be living at home!"

"Why, Jake, that's so fresh of you! Why do I feel flattered? I'd better go before you have me acting like a school girl! See you next week, Hon"

I showered, and it felt good. I changed into fresh jeans and tee and walked to the bus stop, hoping it wouldn't take too long. My car was in the shop, so I was stuck with public transportation.

No one else was there, and when I looked at the schedule, I saw I had just missed a bus. I was resigning myself to a 40 minute wait, when a red Mercedes convertible came down the road, a real beauty. It was past me, when I heard the tires squeal, and the car backed up. The passenger's window came down, and I bent to see Betty, freshly showered, like me, but she hadn't done the makeup thing.

"Hey, Jake, missed your bus?"

"Yeah, they're still running, just a bit of a wait."

"Hop in, I'll give you a lift."

Why not, I thought. Anywhere was less gloomy than a community college on a summer night. "Are you headed into town?"

"I am now, come on, we can put the top down." And we did. The ride was less than 10 minutes, but she was taking turns like a pro, accelerating on straight-aways, laughing and talking all the time.

My place was above a garage, behind an Italian restaurant, small, but clean. She pulled in back at my direction. "This is where you live?"

I laughed. "It's not as bad as it looks."

"Oh, no, I didn't mean that! It reminds me of one of my many places, when I was raising the kids, before I found out my ex was hiding all our money in different companies. Then I got a good lawyer, and now I get to drive this!"

I nodded. "Maybe there's still hope for me. I just have to find a rich ex-husband!"

"Don't be in such a rush, enjoy what you have. Those were some of the best years, living and working, and the kids were fed and happy!"

"I'm not complaining, believe me. Anyway, thanks for the ride." "Anytime, Hon. I'll give you my number, if you need a lift next week."

"I should have my car back by then, thanks."

"Well, if you'd like to carpool, just say so." She gave me a business card. "You can even drive next time. In this car, if you like."

"Thanks, Betty, and don't forget to stretch."

"Honey, maybe after the wine."

"I'll tell you what, if you're not in a rush, come on up and I'll give you a glass of wine, and we can stretch together."

She looked me over. "You're on, Hon, even though I don't have exercise clothes on. And don't look at my butt!"

I looked right at her boobs, held toghtly into a white button-down blouse. "I promise!"

She loved my place, or at least said she did, said it reminded her of old times. I think she meant the decor but wasn't insulted. The wine wasn't out of a box, but I'm sure it wasn't up to her usual standards, and she was gracious in asking the name as if she really liked it.

We both sat on the rug, and I had my leg straight out, and grabbed my foot, stretching the calf and Achilles. When she couldn't reach that far, I helped her bend as far as she could. She grunted, then sipped some wine, and laughed about her efforts.

In the light, without makeup, I knew I was right. Even though the hair was brassy, her face was still youthful and pretty. Her cheek bones were high, even with her chubbiness, and her skin was smooth and tight. She seemed embarrassed, and asked what I was doing. "Just appreciating your beauty."

She laughed and I said, "Well, you asked."

"You think I'm beautiful, huh? You must really like that Mercedes!"

"I do, but that's not the reason. This is the first time I've seen you plain-faced, I'm sorry if you get angry, but I'm not big on makeup, and I find women much more attractive fresh and natural."

I saw her blush, and she sipped her wine. "I hope I wasn't out of place."

She touched my leg. "Not at all, I've just worn makeup my whole life, and I'm not used to such compliments from men, especially young men."

I smiled. "I'm not used to having conversations like this with any woman. I like you, Betty, you make me smile."

"I'm glad, hon, and I'm starting to feel like that school girl I told you about."

"But then you'd be too young for me!"

"Right now, I'm too old for you!"

"We're both adults. As long as we are happy, who are we hurting?"

"Jake? Are you hitting on me?"

"I don't know, would I have a chance?"

"Hmm, I think better than fifty-fifty!"

I squeezed her hand. "I like the odds." I went up on my knees beside her and she rose to meet me. We moved against each other, and our lips met. Her body trembled slightly as my hands went around her waist. As we kissed again, she stared at me. "Are you sure you want this?"

My hands massaged her lower back, just above her ass. "I'm sure, but if you're not, I don't want to pressure you."

Her eyes were wide as she kissed me again. "I haven't done this in a while..."

"It's like riding a bike, they say."

"Hmmm, I was never very good at bike riding."

"I'll bet you do just fine." We kissed again, and her lips parted and I took the cue, sliding my tongue in and she met it, with our eyes still wide, searching each other. My hand slid down to her butt and squeezed, pressing her against my pelvis, slowly rubbing together.

The kisses were more passionate, and my other hand felt her breast through the blouse, kneading it as I bent to kiss her neck. Her head went back and I felt her hands on my chest, rubbing me through the tee shirt, teasing my nipples.

As I began unbuttoning her blouse, she hoisted my shirt over my head and flung it, kissing my chest, toying with the hairs, then biting my nipples before I got inside her bra, which was over-flowing.

Her hands were on my belt now, groping at my crotch, and my cock was reacting, almost fully grown now. The bra fell and I pinched her nipples and she moaned and finally got the jeans open. I laid back on the rug and she tugged at them until they were off. I was on my back and my cock was at attention, saluting her.

She held the shaft, looking up into my eyes. She stroked it, as if deciding, then she went down, engulfing my cock head into her steaming mouth. She slurped and her tongue danced as she stroked me faster. She popped off. "Is this good?"

"Betty, it's awesome! Too good, you're gonna make me come!"

She smiled. "That's the whole idea, right?" She went back down with a vengeance, slurping and sucking, and I laid back, enjoying the view of her huge boobs bouncing as she rose and fell and I held her head when I knew there was no turning back. I began throwing my hips into her face. If she wanted me to come, I would do it with gusto!

The friction had me on the edge, and I told her I was close. She didn't miss a beat, staying on me, even as I gave the final push, and held it deep inside her mouth, releasing stream after stream of hot liquid.

She took the first and second, but by the third, she hadn't swallowed and it exploded from her mouth and nostrils, and she coughed, almost choking. I grabbed my tee shirt and began wiping her face, getting the gobs of white from her cheek and chin.

She smiled, embarrassed again. "I told you I wasn't very good."

I pulled her up to me. "Are you crazy? That was awesome! I don't know if I ever came so much!" I kissed her firmly on the mouth, and let her relax before sliding my tongue in. i didn't want to gross her out, but she was fine, and we laid there, touching each other, slowly undoing her shorts, and sliding my hand into her panties.

Her eyes were wide when I was leaning over her, and I slid a finger into her moist hole. We kissed again, and I trailed down her chest, her nipples, her thighs. She grabbed my head. "You don't have to do this."

"I want to," I replied as I lowered my head between her legs and tasted her lubrication. It was tangy, probably from the workout, but not unpleasant. I felt her body shudder around my ears as I dipped deeper into her flesh, letting my tongue massage her to a gentle spasm.

I was hard again, and I wanted to feel her around my cock. I crawled up, spreading her legs, and her eyes were still wide as I slid my cock up her length through rough black hair, then plunged in, suddenly feeling like I needed to fuck her hard and fast.

She grunted, "Ohh!" as I sent it deep, and nestled in.

"Are you okay?" I asked.

She just stared. "Fine," she replied, in a deep voice.

I backed out of her, to the tip of my cock, then went back, each time, bringing it to the end, then back into her. She was groaning and moving, smiling, then serious, all the emotions. I plowed deep and she met each thrust and she yelped and grabbed me, holding me inside her and her body spasmed. Again. She had come, too.

She kissed me again, and whispered, "Can I be on top?"

Without answering, I rolled on my back and she was above me, her pendulous tits, swaying before me. I held the nipples as she sat on me, her eyes rolled back in her head.

She took control now, up and down, setting the pace, riding me like that school girl on a toy horse. I watched as I slid in and out, and she reached down and squeezed her clit as we fucked, increasing her pleasure.

She was ready again, and so was I. We bucked like broncos, and she stayed on me, moving, groaning, squeezing, and then she screamed as I hit the high note, lunging forward, hips in the air. She shuddered above me, then slowly came down, coming to rest on top of me, panting, sweating and whimpering.

After a moment, she kissed me excitedly. "Now that's what I call stretching!"