Memoir Of A Young Mistress Pt 23

Emily nearly jumped out of her skin. How long had he been watching?

No matter, she thought. He sees what I'm doing, and I didn't ask. I'm busted.

She steeled herself for a lecture on respecting privacy and being nosy.

"I see you found my secret stash," he said, with a sheepish grin. He was genuinely embarrassed, but also curious to see what she thought. "I hope you won't tell my wife."

"Oh, gosh, no, I'd never do that. I won't tell her anything, haha!"

She smiled, relieved that he seemed okay that she had accidentally found his video porn. It was tame, really, considering what was popular today.

"I just get it out once in a while when my wife is away," he confessed. "I don't really watch it much, but these films have special memories for me. I knew some of those people."

"Really?" Emily was immediately interested to hear this story. She threw a series of questions at Walter, dying to know more.

"Did you know that guy? Who was he? Were you friends with any of the girls? Do you know where these were filmed? Was this like porn movies? Did they sell them or what?"

The tape continued to play. Walter saw no harm in divulging part of the story.

He sat the tray down and motioned for Emily to do as she wished with her coffee. Emily added sugar and cream as he talked.

"I was friends with some of those people, yes. They were shot in a cheap warehouse in Chicago in the fifties," Walter shared his memory as he sat in his chair.

"I wouldn't call it a movie studio, that was too elegant a name for it. They had two sets, a living room and a bedroom, and a cutting room, a darkroom, and a storage room for a few props and costumes. Most of the clothes belonged to the actors. It was a real low-budget setup, but they made pretty good money for the time."

"So they did sell these?" Emily was fascinated to hear about the golden age of porn films.

"Oh, yes, party films were very popular! College boys would buy them for frat gatherings, and bachelor parties were always a good customer base. And some men "collected" them for their "artistic merit". He used his fingers to make air quotes for sarcastic emphasis. Emily laughed, and Walter felt like he was charming her tremendously.

Emily pulled the cover from the cookies and offered them to Walter, and he took a couple, and she turned her attention back to the TV, sipping her coffee. The next film had started, the last one of the set, where the final scene was the girl struggling to deep-throat Walter.

"So you knew this guy?" she asked, not taking her eyes off the screen.

"I did indeed," he answered, wishing he could tell her the whole truth, but not sure how to proceed. "He was very popular with the studio, and the actresses, because of his, um, talent."

"That is seriously the biggest cock- er, the biggest penis I've ever seen, on video or otherwise," Emily admitted, still watching the film. The girl had just pulled the actor's pants down and was marveling at the size of his partially-erect shaft.

Walter made mental note that she said, "or otherwise" and took it to mean she was at least somewhat experienced with men already. He took a chance and spilled what he knew about her.

"I know a little secret about you too, you know," he hinted, looking forward to seeing her reaction. "I know you like photography."

Emily turned and looked at Walter, who had a sly grin on his face.

"Outdoor photography. Nature photography..."

Emily did the thing with her head, turning it to one side.

"Back yard photography," and then he winked.

Shit, she thought. He saw me.

"Ohh gosh...you saw that. Um...I just wanted to..." she was unsure what excuse to offer.

"No matter, child. As you promised to me, I shall keep your secret as well," he smiled, trying his best to be charming. He hadn't worked on a girl like this for decades. He hoped he hadn't lost his touch. "I assume you were taking pictures for your boyfriend?"

"Um, ah, no...I don't have a...I mean, well, I just wanted to see how I looked. I was reading about modeling and I wanted to see if it was that hard to pose and I..." she was blushing.

"I will say with complete certainty that you could be a professional model, dear. I had the fortunate timing to be in my kitchen as you were starting, and I was entranced. I hope you'll forgive me for watching. Once I saw, I couldn't tear myself away," he smiled.

"Thanks," she blushed again, and looked at the TV again, not sure what else to say. She was genuinely embarrassed but also a bit turned on knowing someone had actually watched her, just as she had fantasized about it when she was posing.

In the film, the man was now seated, pants off, and the girl was topless, giving the man a hand job, sometimes licking the shaft to keep it slick. Walter quietly watched Emily as she viewed the scene.

No boyfriend, but experienced, he thought, as he watched her. He undressed her with his eyes, remembering what he had witnessed that day from his kitchen.

Emily noticed the makeup had worn off more from the man's arm, and she could now see the tattoo more clearly, or at least better, considering the focus and resolution of the grainy old film. It looked like it might be a mermaid. Something was registering in her mind at that moment, but she couldn't connect the dots yet.

As Walter watched Emily, he felt that small stirring again, a small twitch that told him he was still a man, albeit a very elderly one. He shifted his position in his chair slightly, to allow for better comfort. Emily heard the sound of the seat creaking and turned to look at him a moment, about to ask more about the well-endowed man in the film, and she noticed his tattoo. She froze a moment, and then tried to act as if she hadn't seen it. Walter was simply smiling back at her, and she couldn't tell if he had noticed or not.

Looking back at the screen, Emily was 99% sure that man was Mr. Mitchell. The girl was now taking the man in her mouth, but not fully. She looked a bit apprehensive about taking more.

The succubus whispered in her ear. "I bet you could take all of that, no problem," it said.

"Yeah, I could," she said out loud.

"Pardon?" Walter answered. Emily realized she had spoken loud enough to be heard.

"Oh, um, haha, I was just wondering what it'd be like, you know, to uh," she paused.

"To pleasure a man who is that well-endowed?" He finished the sentence for her.

"Yeah..." she said, watching the screen. She was afraid to make eye contact with Walter now. Did he know she knew?

"I could arrange a meeting if you'd like. He's still around. Not in the best of shape these days, but he does still have that um, talent. I doubt he's had opportunity to use it much lately though," he chuckled. He doubted Emily would say she was interested. She probably had the affection of a dozen young men her age and had absolutely no interest in such an old man as himself, no matter his past, or once-famous physical gifts.

"He's offering, take it!" Goaded the succubus.

She turned to Walter. "I wish I could," she answered. "I wish I could see something that amazing in real life."

Walter hoped his charms were at maximum, because he was about to cross a line from which he wouldn't be able to retreat. The teasing and talk was one thing, but this might push the girl into angrily storming out of his house, and possibly telling his wife, or her own parents. That would be a mess. He supposed he might be able to say he was misunderstood? No, he was going to have to take the chance. Nothing ventured, nothing gained.

"I'll let you see, but you must understand, it's been a long time since I made those films, and it's been almost that long since I've been able to look that impressive," he winked, nodding to his lap.

"It IS you! I knew it!" she exclaimed. Walter was taken by surprise. She had guessed?

Emily pointed at his arm, and turned back to the TV, where the masked man was erupting all over the girl's face and breasts. "I saw the tattoo, it matches. That's you! That is SO cool!" She was genuinely thrilled to be in the man's presence.

"Ah, my mermaid. I tried to conceal it, but the makeup didn't match at all. I guess it was silly of me to worry about in the first place. It's a common design, after all," he looked at his arm.

Emily slid from her spot and knelt closer to Walter, taking his arm. "It's cool, I like it," she said. "I might get a tattoo some time," she added. She looked at the bare-breasted mermaid. "She has a nice set of boobs, haha,"

"Not as lovely as yours, may I dare say out loud?" Walter was at full-charm output now. He felt his member twitching even more.

Emily blushed again, and felt a bit aroused. "Thanks," she said, still looking at his arm.

Walter knew how he wanted to proceed, now that he knew how the cards had been dealt. He had something she wanted to see, so he had the better hand.

"When we were kids, we played a game," he said, "I'll show you mine if you show me yours."

Emily knew what he meant, every child plays that game at least once. "Yes?"

"My eyes aren't as great as they once were, and you were so far away in your back yard. Would you be willing to let an old man have a thrill again?" he asked, and gestured with his eyes towards Emily's torso.

Emily blushed again, and thought about it. "He's already seen me," she thought. Sitting back on her legs, she pulled her t-shirt over her head, and waited a beat to see what he'd say.

"Oh, my, you are such a lovey thing," he exclaimed. "That's such a pretty brassiere."

Emily was wearing a lacy white bra today, with matching panties. It was sheer and Walter enjoyed that he could make out her nipples through the fabric.

Emily reached behind her back and unhooked her bra, but held the cups on place for a moment, to tease him. She was in her element now, with an audience again, only this time it was real. She smiled at him, pretending she was in a club, and he was a high-paying customer who had asked for a private session. Walter's eyes darted back and forth from Emily's face to her breasts. His mouth opened slightly, anticipating what was about to be revealed.

Emily let the bra fall, and Walter stared at her breasts. "Magnificent!" he exclaimed. He felt his old friend awaken more, and he looked forward to revealing himself, as he was more aroused than he had felt in years. "Maybe she will get to see a bit of my old self," he thought.

"Okay," Emily giggled a bit. "Now it's your turn."

"I'll let you do it, dear. More fun to see your face that way." He leaned back in his chair, and rested his hands on the armrests. He saw there was a slight rise in his pants.

Emily leaned forward and gently undid Walter's belt, and the top of his slacks. She slowly pulled the zipper down, and revealed his boxers. She spread the pants as far as she could, and gently reached into the opening in the boxers, feeling for what was inside. She found it, and grasped it, and pulled it out of the opening. There was slight resistance, because of the size of that which she was pulling.

Walter repositioned himself a bit to allow his half-erect penis to escape the boxers, and as it sprang out, Emily audibly gasped. "Just like in the old days," Walter happily thought.

She let it go a moment, but then took it in her hand again, and then both hands.

"My God," she said.

"Congratulations, dear, this is the closest I've been to having an erection in a very long time," he said. "All because of your lovely charms that you have so generously revealed." He was thrilled that the girl was actually holding him. He had hoped at best that she would just look at him, and then he'd put it away.

"I can't believe I'm holding such a huge...cock," she blurted.

"I'm glad you like it," he smiled.

The succubus whispered in Emily's ear again. "You can do better than those girls. Show him," Emily looked at the huge thing she held, imagining it fully hard, and what it would be like to try to take it all in her mouth. She even pictured herself on his lap in the chair, trying to fit it all inside her. Ted would never know. It'd be her secret, and she knew Walter would never tell anyone. The idea of having such a secret made her want it more.

"I bet I can get you hard," she teased.

"I'm sure if anyone could, it would be you," he answered, hoping she'd follow through with her challenge.

Emily began to slowly stroke the soft, wrinkled skin of Walter's uncircumcised penis. She worked the loose skin up and down, playing peek-a-boo with the head. Slowly, she felt him getting stiffer, blood filling the spongy tissue inside. Walter leaned his head back and watched her through half-closed eyes, smiling.

"I bet he hasn't had anything like this in years," she thought.

She leaned forward and touched the tip of his penis to one of her breasts, brushing it against the nipple until it stood erect. Then she licked the tip, and massaged her saliva into his skin. A few more times, and she had him wet enough she could easily slide her hands up and down all the way. She kept one hand at the base, gripping him, and the other slid up and down, tip to base, slowly, as she watched him grow bigger and bigger. Still not quite fully erect, but larger by far than any cock she had ever seen, she looked at Walter and said, "I almost have you there."

Walter didn't speak, but sighed happily.

Emily didn't want to ask, because she thought he might refuse, but she wanted to do more. He seemed to love his wife and she had already compromised him into a vulnerable place. She decided to act without asking, because that way he might be more willing.

She leaned forward more, and pressed her lips to the head of his cock, and ran her tongue over it. Walter smiled. She parted her lips and began to take him into her mouth.

Pressing her lips together gently, she slid down on the hardening shaft. At the halfway point, she pulled back a bit, then resumed her downward movement. Repeating this move over and over, soon she had almost eight inches of him in her mouth.

Already at the point where it was tickling her throat, Emily kept on, her eyes now closed, hungry for it and wanting to prove she could do better than any of the girls in the films. Up and down, deeper and deeper, she felt the inside of her throat expanding to accommodate the new object. She felt the instinct to gag and remembered the times Ted had held her head in place when he was all the way in her mouth. She kept working her way down.

The first time her lips touched the skin at the base of his cock, she opened her eyes. Up and down a few more times, each time reaching the base, she looked up at Walter, who now had his eyes open fully and was smiling with a most satisfied expression. She knew he was fully hard now, she felt the tightness in her throat and her lips were stretched to a point of being uncomfortable, but she kept taking him in, up and down.

She gave Walter head like this for what seemed like forever, but he showed no signs of getting close to climax. Her throat was starting to hurt and her lips were very sore. She reluctantly pulled her head up, slowly, feeling her throat relax and close to its normal size. Kissing the head once more, she asked, "How was that?"

"Truly marvelous, child. Honestly better than any woman I've ever had the pleasure of knowing," he said, meaning it truthfully. Emily had taken him fully, without much difficulty it appeared, and repeatedly swallowed him to the base. No girl had ever done that without at least choking a bit. "This girl will be quite the treasure for the man she chooses to fancy," he thought.

Holding the base again with one hand and stroking him with the other, she said, "I want to make you cum, can I do that?"

"Dear, as much as I'd love to let you try, I fear my ticker wouldn't be able to handle the extra load. I already feel like there's a jackhammer in my chest."

"Oh gosh," Emily exclaimed, reaching for his neck and feeling there. Sure enough, Walter's pulse was through the roof. She immediately let go of him and his erection began to wither so quickly it appeared to wilt. She kept one hand on Walter's neck until she felt his pulse slow again to a normal level. It took almost a minute.

Emily felt guilty and almost shrank into the small childlike pose she sometimes assumed with Ted when she felt scolded. "I'm sorry, I didn't think about it, I hope I didn't..."

Walter interrupted her.

"Please child, don't fret," he comforted, stroking her hair. "It was wonderful, no harm done, I assure you. Just more excitement than I'm used to is all." He smiled at her like a grandfather would a child. He continued to stroke her hair, wishing he was a younger man. She smiled back at him, leaning into his hand a bit.

The mantel clock chimed, startling them both, and they saw it was close to noon.

"Oh, gosh, your wife!" Emily grabbed her bra from the floor where it lay at Walter's feet and hastened to put it back on, and replaced her tee shirt. Walter stashed his package away, and refastened his pants and belt. Looking around, everything seemed to be in order, with no evidence of what had just happened.

Emily took another sip of her almost-cold coffee and giggled one more time. The succubus giggled as well.

"This was a lovely visit, dear. I hope you know you're welcome to return any time."

"I usually have to work, but maybe I can again some time," she answered. "I'd love to watch Casablanca."

"You'd be welcome to watch it here, dear. My TV is no modern big-screen beast, but it's in good shape."

"I'd like that," she replied.

The pair made small talk for a few minutes, as if nothing out of the ordinary had happened, and in a few minutes the door clicked and they heard the van backing out of the Mitchell's driveway.

"Well, hello dear! You certainly didn't have to spend the entire morning with the old goat!" she laughed. Her nickname was meant in a loving way, not a mean one. The pair smiled at each other, and Emily saw much love and devotion. Perhaps Mr. Mitchell felt no guilt, since what she had done was something he knew he'd never get from his wife.

"I guess we lost track of the time," he suggested. "She saw my movie collection, and it turns out she loves the classics, so we've been playing trivia." Emily joined in, picking up on his lie.

"He knows some amazing stories, lots of stuff I'd never heard about," she added.

"It was a pleasure sharing my deep knowledge with you, child" and he made sure he had Emily's eye when he said that.

"It was amazing. I wish I could have absorbed everything you know, but there was so much. A lot more than I expected," she teased back.

"Well, I'm glad you two had fun. Walter needs to stop watching that TV and socialize more," Louise chided.

The three visited a few more minutes, and then Emily went home. She left the plate of cookies so she'd have an excuse to return soon.

As she walked back to her house, the succubus whispered again.

"You won't be telling Ted about this, will you? No need, really. It was just a fun experience for you. Something to explore. And he might be jealous if he found out. You should just keep it to yourself. He doesn't own you, you know."

Emily agreed. It was her business, and she could do with her body as she pleased. No harm done, and it was a fun thing to do. It wasn't like Ted could judge her for cheating, could he?

As she re-entered her house, Emily fantasized about riding Mr. Mitchell, slowly, gently, until he came inside her. What would that feel like?

The succubus smiled.

End of part twenty-three.