The Changing Room 5

I run a clothing store at a shopping center. Early one weekday morning, shortly after opening, a young man entered and said he was interested in buying a pair of jeans. Without paying much notice, I directed him to the back of store, where we keep a fairly large supply.

About 10 minutes later, with no other customers in the store, I decided to check up on him. I left Louise, an elderly woman who works for me, at the cash register and went to the back.

As I approached the man, he was sorting through clothes. He looked like a student from the nearby college. He was wearing a very short pair of shorts, a T-shirt and sandals. He had dirty blonde hair, and, I noticed, was lean yet well-built and quite good looking.

Now, the fact that he was good looking didn't mean much to me. After all, I was old enough to be his mother -- 49 years old, to be exact.

As I got closer, he was squatting down to look at some jeans on a low shelf. I looked at him and was shocked to see his penis hanging down from the edge of his shorts. He seemed oblivious to it. He pivoted toward me to look at another shelf, giving me an even better view.

I was stunned and immediately started to get a tingling I had not felt in some time. I had been divorced for seven years, and my love life was nonexistent. To tell you the truth, I had kind of sworn off men after the divorce, and basically didn't think about sex.

But all of a sudden, here was a handsome young man flashing me -- apparently unintentionally. His penis was very long and thick -- much more so than my ex-husband's. It seemed like I was staring at him for minutes, but it was really only a few seconds. He abruptly stood up, said he wanted to try on a few pairs of jeans he had selected, and asked where the changing room was. I said I'd show him.

I led him to the back corner of the store. We have two changing rooms with pull curtains. He went in and pulled the curtain, but it didn't close all the way. Of course, with my appetite now whetted, I had to stand there and watch. He wasn't wearing underwear. He dropped his shorts with his back to me, showing off a marvelously chiseled rear end. He also took off the T-shirt. He then slipped on a pair of jeans.

As he was about to come out of the room, I pretended I was rearranging clothes at a nearby rack. As I watched him out of the corner of my eye, he went to a mirror and looked at the jeans. He then called me over.

My eyes immediately went to his now-bare chest. As I said, he was quite well built, with a deep suntan. He may have been just a kid, but he was hunk! I felt flush and was surprised by my response.

For his part, he was totally nonchalant. He asked how I thought the jeans fit. They were clearly too big. I moved to his left side and with my left hand pulled the pants away from his waist to demonstrate. As I did so, I caught a glimpse of his pubic hair. I looked up at him. He just smiled and said, "Okay, let me try another pair."

At this point, I was really starting to get hot. I couldn't imagine that this guy was interested in me. While I am attractive, with dark hair and large boobs, I have put on a few pounds. And I was wearing a plain blouse and a knee-length skirt. But I figured, at least I can enjoy the view.

He went back in the changing room. Again the curtain was slightly open. I quickly looked around. No one else had come to the back of the store. I moved to my right, near another rack of clothes, to get a better angle to see the young man. He slipped off the jeans.

As he reached for the next pair, he turned slightly, and I got a view of his cock from the side. I could not believe how big it was. While he was a well-built guy, his cock was disproportionately large.

He slipped on the pants and pulled open the curtain. I immediately acted as if I was folding clothes. He walked toward me and said, "How about these?"

They were tight. Extremely tight. The outline of his long, thick cock was clearly visible down the leg of the pants. He had to be aware of it. I was beginning to think he was teasing me.

I looked at his waist – and his bulge – for a few seconds and said, "A little bit too snug, don't you think?" Again he gave me an innocent smile.

I asked him what size the pants were, and he said he wasn't sure. I walked behind him and put my fingers inside the waistband, trying to pull it back to see the tag inside. But there was no give.

At that point, he unbuttoned the pants and pulled down the zipper to give me more room. I saw that it was a size 30 waist. I also saw the top of his lovely rear end.

"I think you need a size 32," I said. He turned around, without pulling up his zipper. I automatically glimpsed down – I couldn't help myself. His blond pubic hair was sticking out of the zipper. I quickly looked back up at his face and noticed he had beautiful blue eyes. He smiled again.

Now I was sure he was teasing me, and I wondered how far he was willing to go. He said he thought he had a size 32 in the changing room. He went back and, to my total disappointment, pulled the curtain all the way. After a minute, he stuck his head out of the curtain and said, "No, there's not a size 32 here. Can you get me one? I've already pulled off the jeans."

I brought the pants over to him and said, "Here," reaching my hand toward the curtain. He pulled the curtain open about half way and stood in the opening, completely naked. He looked at the tag on the pants. I looked at him.

He was acting as if I wasn't there. I gave up any pretense of looking away. I stared at his beautiful cock. He liked being looked at. His cock started to swell. He said, "Oh, my." I didn't say anything.

His cock bounced to life, jutting up almost perpendicular to his body. He put down the pants, looked down at his penis and then looked at me. I walked all the way into the changing room and pulled the curtain.

I got down on my knees and reached my hands out to his cock. He immediately groaned and sank into a bench at the back of the small room. Here I was, a middle-aged woman, totally dressed, on my knees stroking the cock of a young adonis. I had never seen such a large cock, never mind stroked one. I leaned forward and put him in my mouth. It had been a long time, and I never much liked giving head. But this was thrilling in a way nothing else had ever been. I started going up and down on that magnificent cock. It didn't take long. He soon erupted, and I eagerly swallowed it all.

It suddenly dawned on me what I had done. I don't know what had come over me. I quickly got up and peaked outside the curtain. No one was there, thank God. He looked up at me and reached out, gently trying to pull me toward him. But I was too spooked to do anything. "Maybe another time," I said hurriedly, and quickly walked out of the changing room.

I went to the front of the store. Louise was still at the cash register. I went into a small restroom behind the counter, closed the door most of the way, and peaked out. The young man walked to the front of the store, looked around and left.

After closing and locking the door, I fingered myself to the biggest climax I ever had.