An English Matron

This story is semi-autobiographical and set in the UK in the late 1980's. My other stories have been quite short. This is quite a bit longer and will run into several parts - my magnum opus so to speak. I wrote a version for another now defunct site but have redeveloped it to meet Literotica's higher standards. I hope you like it.

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In my mid twenties I became a little bored with rock music and started to listen to classical music as well. By my late twenties I had started to go to go to classical music concerts in Birmingham, the biggest English city outside of London and one with a fantastic orchestra and a brilliant young conductor who now holds one of the top conducting jobs in the world. It was a little strange as none of my friends were into classical music nor did the concerts seem the place to make new friends. However I was there for the musical experience and not to make friends and picking up anyone seemed so remote that I did not even consider it. Anyway one year I got a season ticket which meant that I sat in the same seat every week. Sat next to me was an elderly matron in her late fifties or possibly early sixties. Elizabeth was quite well built, very pleasant and wore the sort of dresses that were last fashionable in the 1950's. I found her very easy to talk to before the concert and during the intervals. I did not find her especially attractive as her figure was not shown to great advantage in her old fashioned frocks, but I did and do have a fancy for older women.

In the second concert she took a great deal of interest in finding out about me and my personal circumstances, almost but not quite prying. I reciprocated in part although I did not really want to know that much about her. I did find out that she lived in the city in a big house that she'd been widowed for 20 years and that her family did not live close by.

By the time of the third concert we seemed to be regular companions in that she sought me out before the start and we bought each other drinks during the interval. At the end she told me how much she looked forward to the concerts and to meeting me again. By now strange thoughts were in my mind and stirrings in my loins. I had taken the opportunity by now of reappraising her figure. Elizabeth had nice shapely legs with no obvious veins or old ladies' blemishes. She had wide hips and a large somewhat sagging bosom with occasional flashes of cleavage. Her face was lined but intelligent and very sweet. Her teeth were white but imperfect enough to reassure me that they were still her own.

At concert number four she kissed me on the cheek when we met and took my arm as we walked to our seats. However conversation was strictly above board no hints were dropped about what either of us were really thinking. We popped into a smart bar after the concert and continued chatting. I walked her back to her car and she enthused again about how she enjoyed my company. I suggested that the following week we meet up for dinner beforehand. Elizabeth was a little taken aback which surprised me. I don't know what move she expected. Anyway she recovered very quickly and readily and enthusiastically assented. I kissed her on the cheek and left.

Dinner went off very well and we really did enjoy each other's company. During the concert she took my hand and held it. I was a little bit self conscious as the lights were not turned down very low but fortunately we were at the end of an aisle. As I walked her back to her car she asked me back for coffee. I followed her car, my heart thumping. I nearly had an accident as I was not concentrating on my driving.

Elizabeth lived in a flat in a big old house. It was quite large, very nice, well furnished and as old fashioned as her dress sense. She made me coffee which I ignored and she showed me round but not the bedroom. As I followed her back into the living room she turned round in the middle and smiled at me. It was a lovely smile, the lines on her face and around her eyes enhanced her attraction to me and I put my arms around her and kissed her. She responded more passionately than I expected but no tongues. We sat on the sofa and kissed again, this time probing deeply with our tongues. I put my hand on her knee and just under her dress. As it was old fashioned it was quite loose so there was plenty of scope to stroke both knees and legs. I moved my mouth down to her neck. It was not smooth and quite wrinkly but I was not put off and very gently started nuzzling her with my lips, tongue and then teeth. I was also able from this vantage point to see down her dress but all I could see were the white of her slip and bra.

I thought I would have to take this quite slowly because she got quite excited about my activities and pulled back a little embarrassed and flustered. Elizabeth talked again for a while about how long it had been since she had done anything like this. I listened to her, stroked her hand, apologised for being a little hasty but said that I was very attracted to her. We talked a bit more as I tried to get her to relax a bit. Our conversation settled into a comfortable silence and I raised her hand and kissed it. I turned to her and kissed her mouth and put my hand on her knee again. I returned to her neck and she seemed ready to go further this time moaning very softly with pleasure.

I moved my lips down to the top of her breasts which were all that were showing and then back to her mouth. I eased my hand slightly further up her knees. I suspected that she had stockings and not tights but was not able to verify at this point. I looked into her eyes and she ran her fingers through my hair and then started nuzzling my neck. While she was there (and I found the experience very exciting as I always do) I took advantage of her position to move my hand off her knee and on to her left breast, holding it and lifting it up slightly. It was well upholstered and very large. She did not flinch so I moved further and undid a button and moved inside. It was softer inside and her slip was silky under my fingers as I kneaded her. She stopped nuzzling my neck and pulled slowly back but I did not remove my hands. She looked down and then looked at me.

"I don't want to..." she said hesitantly.

"That's OK we can go as far as you like or just sit here and talk if you want"

We sat and talked a bit more. Elizabeth was worried about where all this was leading and what we would do going forward and about the huge age gap.

"It's not complicated," I said. "We're just two people who enjoy each other's company and who are physically attracted to each other. Nothing else matters and let's just go with the flow"

Elizabeth relaxed a little and we sat and talked. It was getting late however and I had to force the issue to go or stay.

"I'd better make a move as I need to be at work early."

She was quite reluctant perhaps fearing that if she let me go then she'd never see me again.

"Stay awhile!"

"I need sleep and I've a long way to drive back."

"Sleep here...in the bed."

"Are you sure? We don't have to do anything or go anywhere you don't want to. We can just cuddle."

Elizabeth nodded and moved towards the bedroom. I followed. Things were a little awkward now. She went into the adjacent bathroom and I undressed down to my briefs and turned off all the lights apart from a little bed side lamp. Elizabeth came back in the room in a voluminous white nightie that revealed nothing except her bare arms. We got into bed and she put out the light. We lay there a while and I moved over for a chaste cuddle but I could feel her large breasts through her cotton night dress. I did not try anything because I knew that this would be a long game. We kissed a bit and talked some more and drifted off to sleep.

I left early to get back home and go to work. She got up to see me off. She looked tired, a little embarrassed and awkward and not so sexy in the cold light of day. However I kissed her and said I'd ring her later. She looked unsure. Any way I did ring her at night and we chatted. I needed to know whether she was hung up about the age difference or just sex. To be brutally honest I could work on the first but I'd dump her if the second. I don't do chaste.

"Does the age difference make it awkward for you?" I asked.

"Not really."

"How about love-making?"

I'm sure that I could have put it more subtly but I couldn't find the words and direct is often a good approach.

"I've thought about making love to you many times since we met but, well, its such a long time for me and..." Her voice trailed off uncertainly. Encouraging for me and I inferred that it really was the age difference. Well that could be remedied. She just needed to get used to the idea.

I suggested that we meet again at the weekend and asked her if there was anything she fancied doing She asked if she could cook me a meal.

So I showed up on Saturday. She'd certainly made an effort and was more elegant than her normal conservative dress. She wore a calf length green dress with shortish sleeves and as much cleavage as her large saggy breasts could show. I complimented her on her appearance and kissed her on the lips and then deliberately looking her full in the eye put my hands on her buttocks and caressed them. They seemed suspiciously firm. Elizabeth returned my gaze quite steadily and we kissed quite passionately. I nuzzled her neck and she put her arms around my back and stroked it. We carried on like this for some time. Then she broke off quite reluctantly to attend to dinner. Dinner was lovely and I made sure that she had at least two glasses of wine and that I did not eat too much myself as sex on a full stomach is uncomfortable.

I helped with the washing up and behaved like a perfect gentleman. We returned to the living room. Elizabeth turned the lights down low and we moved to the sofa. We had always found it easy to chat and she was telling me about something I now forget. As she did so I had my left hand on her leg and started to stroke it but not too assertively. I then started telling her some stories of my own and she was laughing heartily. As the laughter died down we looked at each other and started kissing again. I got quite close to her with my left arm around her shoulders and she took my right hand in her left and squeezed it.

After a while I let it go and started stroking her arm and then put my hand on her lower shoulder just above her breast. I brought my finger down and started lightly caressing her circling but not yet locating the nipple. Elizabeth looked at me.

"Naughty, naughty!" she smiled and feebly tried to restrain me.

I continued and she kissed me again, thrusting her tongue right into my mouth. Taking this as a green light I carried on, cupping her breast and locating the nipple with my thumb (through at least two layers of undergarment). I squeezed and tweaked ever so slightly and then more firmly. She broke off kissing and looked at me again and undid two of my shirt buttons and kissed my chest. I undid the front of her dress. She was wearing an old fashioned white slip and underneath that to my dismay was a corset! How was I supposed to get that off! I murmured how sexy corsets are but I did not mean it. Still it was progress of sorts and I continued to unbutton her dress and was rewarded by the sight of her fat white thighs in stockings held up by clips on her corset - it was that old-fashioned. Actually it was quite sexy. My cock told me so. I ran my hands up and down her thighs and up her corset and cupped and fondled her breasts. Elizabeth stopped me again and said that she'd rather do all this in the bedroom.

So we went to bed and again she was in her big white nightie that came down to her calves. I was not so sure as how to proceed after the previous two false starts but I cuddled up to her and after some time gently cuddling and kissing I started stroking her bum through her nightie. She took a big step forwards when she started stroking my cock through my briefs. I was rock hard. Soon she put her hands actually down my briefs and started stroking my naked dick. This was great she was actually taking the lead and becoming quite adventurous. After a while I took them off so she had full access and this also gave me the excuse to raise her nightie so I could put my hands on her bare and quite large buttocks. I raised my hands to stroke her back and to occasionally bring one forward to touch the side of her breasts. Eventually she knelt up and took it off. I gazed at her. It was very dark but what light there was bounced of her ample white flesh. I leaned forward and put my face into her breasts which hung almost down to her belly. Her belly itself was also large and white and spilled on to her thighs as she knelt on the bed. I kissed both her breasts and then down to her belly. I would have liked to go further but now was not the time and I returned to her breasts and then rising kissed her gently on the mouth.

"Oh baby!" she whispered

She lay down and I put my hand between her legs and stroked her plump thighs. I worked slowly and gently for an age between her knees and her hips, straying to her bush occasionally. She stroked my hip and occasionally my buttock but did not go back to my cock. I got a little more adventurous in my attentions to her and ever so slightly her legs parted. I continued my stroking taking care not to go too far too fast. I kissed her gently and frequently and she relaxed a bit but it was difficult to tell how much she was enjoying or merely enduring this. I did not want to just lie on top and hump away while she lay back and thought of England.

I started caressing other parts of her body, nuzzling and kissing her breasts. I kissed her legs all the way from her knees to her hips going close but not touching her bush. I kissed and indeed buried my face into her belly which was big but not grotesquely so and which in fact really turned me on. Back to her breasts and then her throat and neck and finally her mouth, I was now leaning over her but not on top of her. She put her arms around me inviting a closer caress and we kissed and cuddled some more. I returned to stroking between her legs. I was biologically ignorant. Perhaps women of her age stopped getting wet when aroused especially if she had not been sexually active for years. How could I find out? What should I do if it were true?

I need not have worried because I did start to feel some dampness although it was obviously still early days yet. I started on her knees again, kissing both in turn and then working up her thighs moving from one to another. I kissed all around her lower belly, grazing but only fleetingly her bush and then up to her upper belly, breasts, neck and mouth. By this time she was definitely more turned on but I was conscious that she was probably very much out of practice, still quite nervous and unsure, overly aware of the age gap and had also probably never been used to anything more than a passive role in lovemaking.

I did the knee to thigh kissing run again trying not to seem too mechanical but it did seem to produce some results. I would have loved to explore her bush with my tongue but tonight was really not the time for that. I did return to probe with my fingers and she was much moister now and I could now stay there and continue ever so gently. As I touched her in her most sacred place I kissed her lips gently, then a little more passionately and then gently again trying to get her to respond and discover what turned her on more. She did respond and soon I was probing her more deeply. She was still not sopping wet but I could move without friction and her kissing was getting more passionate. I eased my forefinger right into her, she tensed a little bit and then the tension eased and I moved it around a little trying to spread her juices about. I withdrew and stroked her lips and then penetrated again this time with my big finger. I stroked her clit with my thumb and tried to find her clitoral button but the little man would not yet raise his head out of the boat. I now inserted both fingers at once and the juices flowed a little more. I was now a little more rhythmical in my approach and she was definitely turned on now. I continued to search with my thumb and eventually I found what I'd been looking for.

She started to move with me now and I held my fingers still but stiff and let her control the pace of events. I made sure that my thumb hovered near her button circling the area and grazing it from time to time without ever getting too forceful. She was rocking her hips now and cried out incoherently. I let her bring herself to orgasm and felt her flesh convulse around my fingers.

When her orgasm had subsided, her emotions erupted and she cried and kissed me and told me how wonderful I was. I cradled her in my arms and told her how beautiful and sexy she was and she stopped crying but her emotions were still all over the place. I did not want to be selfish but I still had some unsatisfied needs. I kissed her lips and her breasts and asked her if we could go all the way. Her affection was wordless. She stroked my cock, I moved to put myself over her propping myself up with my forearms and she guided it inside her and I started slow gentle rhythmic thrusts, going the full length of my cock so that it nearly popped out a couple of times. I kissed her and she lightly scratched my back and brushed my buttock cheeks. I accelerated ever so gently and was soon humping away with gusto. She started gasping and moaning and she came again. I looked down and saw her aged lined face moving with passion. I was conscious of her large breasts lying flat and brushing my own chest as I moved. She opened her eyes and looked into mine and smiled and that smile brought me to climax as I gave one more thrust and then spilt my load into her ancient womb.

I rolled off her and her emotions again poured out as she kissed me

"Baby, baby, that was wonderful!"

We kissed and cuddled and talked sweet nothings for quite a while before going to sleep.

We were due to meet Wednesday evening for the concert but I was too horny to wait until then and we agreed to meet up on Tuesday. It was a bit inconvenient as work was very demanding and Elizabeth lived about sixty miles from where I lived. However I could not think straight and my cock dragged me willingly back sooner.

So I called round on Tuesday just after 8. Elizabeth looked a lot more attractive than when she tarted herself up. She was wearing a simple woolen purplish red top and a calf length sensible navy blue pleated skirt. Her figure was shown off to better effect than the old fashioned dresses she wore. That it is to say it hung loose a bit and was not imprisoned in a corset (although she probably wore a slip) so I was properly able to gauge how ample her breasts were and the fullness of her belly. I confirmed my suspicions when we hugged and the softness of her flesh yielded to my touch.

I told her so. "I'm glad your curves are on better display," I whispered when I was nuzzling her ear.

We went to the sofa but instead of sitting down next two her I knelt in front of her, upright against her knees, leaning slightly forward to hold her hips. Her knees parted lightly and her skirt was loose enough to let me move forward.

"On your knees!" she remarked looking at me fondly

"I think a bit of Elizabeth worshiping is called for, don't you?"

She laughed and I moved my hands up to cup her breasts although they were a little too large for that. She edged forward so that she was sat more on the edge of the sofa and her legs came up to rest against my thighs. We kissed long and passionately and I took full advantage of both my hands being free. I caressed her breasts through her top trying to find the nipples and get them aroused which did not take too long. I put my hands up inside and caressed them again through her slip and finally I persuaded her to take the damn thing off altogether. Elizabeth was too turned on to be embarrassed even when I leaned back to take in the view.