Chapter 1

Ben Harkins lay naked in bed next to Julie Towers. Ben was a man in his middle forties. He was of average height, his middle was slowly going soft and now there were small rolls of fat on his stomach where once there had been hard muscles. His hair was thinning, but he had still not gone bald; he was a man of average looks, with fair skin and hair.

Julie, the woman lying naked in bed next to Ben, was just thirty. She had a lush body that was warmly-curved and voluptuous; she took care of herself and there wasn't a sag to be found in any of her breath-taking curves. She had long, flowing black hair, flashing white skin ; she was a pink and white bundle of passion, a pretty woman who was still years from sinking into ruin ; she looked years younger than thirty.

Ben was a widower, and Julie was a widow. A year earlier they had both lost their mates, at virtually the same time. Their mutual grief had brought them together. They had been friends, and now, with the death of their mates, they had become lovers. Ben's wife of twenty childless years had died tragically in an auto accident. Julie's husband had strangely perished in the same way. Coincidence, mutual need and mutual desire had brought them together. They cleaved to one another in their mutual loneliness.

"We've been very good for each other, Julie," Ben said, reaching over to the table by the side of the bed for a cigarette.

"I know, Ben, darling; I don't know what I'd do without you," she said tenderly.

"Fate is strange, isn't it?"

"Yes. Strange and cruel. It seems now I need you more than I ever needed Dave."

"I think it's because you're so lonely, same as I am, Julie."

"I don't know how you manage the girls, though, Ben."

"Well, they're good girls. They haven't been much trouble. But it's hard to be both mother and father to them. I'm a poor substitute, I'm afraid."

"Now, don't say that, Ben. You've been just wonderful to the girls. It really is strange, though. Both you and I lost, really lost-you lost Marsha and I lost Dave-at the same time, almost. Auto crashes. And the girls. Both their mother and father taken from them by auto wrecks. Maybe cars really aren't pleasure chariots. They seemed to me to be more like lethal weapons. They killed your wife, my husband and the girls' mother and father. Now I have you, you have me, and the girls have to look to you as both father and mother."

"They're so young, Julie. Tara's only just turned fifteen and Dianne just turned seventeen. That's awful young for girls to lose their folks. It's like the side of their world's been smashed away. They're lost little girls and I'm all they've got. I only hope I can do right by them."

"I'm sure you're doing your best, Ben," Julie said comfortingly as she leaned over to kiss him gently on the lips, her full, firm breasts brushing over his hairy chest.

"Yeah, but is my best good enough, Julie?" he said with anguish.

"Don't doubt yourself, Ben," she said, running her tongue over his lips.

"How can I help but doubt myself ? I never had any kids of my own. I don't know what to do. I have to guess at the right things to do. And they're girls. They need a woman in the house. What do I know about teenage girls ? Yeah, that's what the girls need-a woman in the house. A woman to share their girlish experiences; a woman to guide them ; a woman in whom they can confide. Maybe we ought to get married, Julie."

"Let's not rush things, Ben."

"Rush things? Hell, you and I have been making it together for nearly a year. We know each other. We like each other. We need each other."

"Yes, I know, Ben, darling. But neither you or I ever talked about marriage until the court made you guardian for the girls. We've had a good relationship, Ben. Let's not get it all fouled up because you want a woman in the house to help raise the girls. That's no reason for marriage."

"We could make a go of it, Julie, honey, you know we could," he said lamely, knowing that what she had said was true.

Ben truly didn't want to marry again. Although Julie was very dear to him he knew that she could never replace his lost wife. No, she was right. It would be wrong to marry out of need alone. But he needed a woman in his house. He was confused. He did not know how to treat the girls. He was a lonely man. He had his needs and he had no wife to satisfy them.

Julie was the woman who now satisfied his needs. She gave him the womanly companionship that he needed. She gave him the sex that he needed. But he needed more than he could get from her. He also had a need to give. And, he could not give enough to Julie. The problem was that he could not see Julie often enough. His visits to her had become less frequent over the three months since the girls had come to live in his house. He had to spend so many evenings at home with the girls.

And, the girls were so lovely and innocent in their budding girlisliness. Both girls were so lovely that they disturbed Ben. Tara had just turned fifteen and Dianne had just crossed over into her seventeenth year. Only two years and two days separated the sisters. Ben knew that they would grow up into beautiful women. They were beautiful in their tender teen years. In no time both girls would have plenty of boyfriends, but right now they knew few boys.

It was summer and there was no school, no natural place for them to easily and quickly meet young boys. And, both girls seemed to want to keep to themselves. They were both still gripped by the grief brought on by the loss of their mother and father. For some secret, emotional reason they seemed to cling closely to Ben for friendship, affection, love and understanding. It seemed as if he was more important to the girls in their need than boys were. That would change with time. Time is the greatest healer of all. But now the girls clung to Ben. They leaned on him. They asked his advice. They shared their hopes and dreams and fears with him. And, as girls growing up they needed a man, a father figure, a man who would be their ideal of what their future lover and husband would be. That man had been their father. Most young girls play at the flirting game with their father, practicing for the day when they would have their own man. The girls played innocent, flirting games with Ben.

Those little flirting games disturbed Ben, even though they were absolutely innocent. Both Tara and Dianne had the bewitching bodies of young women, even though they were still young. They had developed, their curves had become pronounced, firm and full while they were still ill-equipped to understand the full impact of their feminine desirability.

The full impact of the girls' desirability disturbed Ben. He had seen the girls in panties and bras when they had recklessly, laughingly, run about the house, playing little games with one another. The sight of their delectable bodies, young and firm and ripe, drove Ben out of his mind. He was a man in his middle years, but a man with sexual drives nonetheless. He did not have his sexual appetite satisfied often enough.

No, Julie was not enough for Ben. If he could only be with her daily ... but that was not possible. Ben had to spend most of his time in his own home, confined there by the needs of the girls. They were so kittenish and tempting. Ben groaned in his need as he watched the girls. Their breasts swayed so beguilingly. Their firm, little bottoms twitched as they swayed their hips and swished around. They truly drove Ben wild. But he could not dare to touch them, as much as he longed to. After all, he was thirty years older than Tara and twenty-eight years older than Dianne. He had no right to entertain such thoughts. That would be statutory rape. They were under-age and they were his dependents. But rationalization did not change the fact that the presence of the two lovely teenage girls in his house troubled and disturbed Ben.

He had to fight his need and his desire. So many times he had suffered erections just watching the girls, so young and desirable ... When either one of the girls playfully and affectionately sat on Ben's lap he had to fight back the desire that the feel of their tempting buttocks brought on. Several times his prick had lumped up under the moving softness of the girls as they sat chatting on his lap. At those times he had shifted about nervously, in an attempt to keep the girls from discovering the lump of his erection. It was shameful, but he could not help himself. His was their sole guardian in the world, .their sole means of support and care and affection. He could not let his loneliness, his frustrated desire, betray his position. He had to fight back his great need. But it was so difficult, so very, very difficult.

"Ben?" Julie whispered, pressing her lush, naked body close to his, her taut, strawberry nipples grazing over his flat nipples.

"Yes?" he answered, coming out of his secret thoughts.

"What have you been thinking about?"

"Thinking about?" he smiled.

"Yes. You've seemed so far away, so deep in thought. It's as if you're not with me even though you're lying here next to me, naked and all man," she said low in her throat, her desire putting an edge on her sultry voice.

"I'm sorry, Julie. I guess I was thinking about Tara and Dianne."

"Well, now. You just stop worrying your head about the girls. You just concentrate on me. I know how to make you stop worrying," she said with a deep sigh, crossing her warm thigh over his. She liked the feel of his muscular, hairy thigh beneath her creamy, warm thigh.

"Okay, Julie, honey. I'll concentrate on you," he grinned. "That shouldn't be too difficult to do."

"I should hope not," she frowned, a mocking look of anger coming to her pretty, mature face. She brushed a stand of hair gracefully from her forehead. All of her movements were touched with womanly grace. Her womanly grace was so strangely different from Tara's and Dianne's girlish grace, but Ben had to admit to himself that there was something very appealing in the grace of all three of the women in his life-Julie and the two teenage girls.

Ben glanced at Julie. She lay close to him in the rumpled bed. It was dark outside, the shades of the bedroom were drawn, and only the dim light of the bed lamp illuminated them. The sheets barely covered Julie's lush body. Her hair was in disarray, and her face was glowing with desire, her eyes, half-lidded.

Julie leaned up and the sheet fell away, revealing the pink-tipped cones of her full, firm tits.

"Ben, I'm awfully hot to trot," Julie said in a charged voice.

"Is that right?" he teased.

"How about a little action, Ben?"

"Well, I have to go home to the girls soon. They're home alone in that house."

"They're big enough not to be frightened at being alone at night. They probably have boyfriends over there loving them up anyway."

"Don't talk like that, Julie."

"Well, now, aren't we getting touchy? What's wrong if the girls are at home necking and fooling around with boys. They're teenagers. It's natural for them to fool around with boys. How else are they going to learn what life's all about. Oh, don't be so darn sensitive, Ben."

"Yeah, I guess I am kind of sensitive about them. It's like they're my own daughters, in a way, I guess."

"Well, they're not your daughters. And they're big enough to look out for themselves right now. Forget about them for a little while, huh, Ben, sweetie. Your Julie needs a solid loving mighty bad," she purred.

"I really out to get back to the girls," he said lamely.

"How about a kiss ? " she said, her voice soft as she ignored his lame protest. She knew he didn't truly want to go home now.

"Okay. A kiss," Ben grinned.

He rolled over toward her. The sheet fell away, leaving them both naked. Julie glanced down at his exposed cock. Her eyes feasted on it.

"You look mighty yummie down there, Ben, darling," she cooed, her eyes caressing his cock.

"Come here, woman," he laughed.

They moved close to each other. Ben took Julie into his arms. Their lips fused in a deep, tongue-stabbing kiss. Julie sucked heatedly on his tongue as it drove deep into her willing mouth. Slow heat from the deep kiss and the rubbing of their naked bodies started building in both of them. Their arms tightened about each other. Their tongues darted and probed. He suddenly felt her hands slipping down his back, gripping his buttocks, pulling him down on top of her. The fever of their kiss built quickly. Ben felt her hard, stabbing nipples jabbing against his chest and his desire began to flame up higher. Then he felt one of her hands reach up to pull his head down to the urgent, swaying fullness of her tits. His tongue flicked out and began to lave the hard, taut rosy, straining nipples, making her moan.

"That's it, darling, suck on my tits. Gobble 'em up. I love it," she sighed as he hungered over her heated breasts. "Suck on them lover. Oh, I love the way you do my boobs. Yessss," she hissed in her driving need.

As he hungered over her heaving tits he felt her hand slip between their naked bodies, over the rolls of flesh at his stomach, down, down until she expertly found and gripped his naked, throbbing, hardening cock.

"Ah, that's it, honey," she sighed.

He breathed deeply as he sucked on her nipples, his tongue tracing circles around the hard, straining nipples. He gasped as her hand gripped and caressed his hard cock, massaging expertly his swollen flesh. Hot sensations swept over Ben. They were both drowning in the mountain waves of desire. She was responding to him with abandon, one of her hands raking over his back and ass, the other curling in a maddening caress on his swollen cock.

"Oh, Ben, I want you so. I need you to fuck me with that wonderful prick of yours. It's so nice and hard now. I'm ready for you Ben," she breathed raggedly.

And she was ready. As their bodies pressed and rubbed together, his mouth devouring her breasts, her hand jerking up and down on his cock, he moved one of his hands down to her trembling thighs. He teased his fingers over her creaming hill of love. Her cunt lips were damp and moist. His fingers gently, teasingly, spread apart the lips of her pussy, flicked through the soft, hair-tangled hill. like a teasing sword his forefinger knifed its way along her pulsing trench.

"Ohhhhh, Ben," she sighed, bucking her hips as his finger teased over her creaming pussy lips. Her fingers, in a closed, tight circle, fondled feverishly up and down along his long, thick prick.

His finger flicked in and out between the pink slit, making Julie jerk her hips spasmodically. She spread her thighs wider apart, to better accommodate the teasing, finger-fucking that he was expertly giving her.

Julie shuddered involuntarily in reaction to the sexual stimulation. She wormed her hips until she felt his fingers bury itself all the way into her hot vagina. She felt the rub of his hand over her erect, tingling clitoris. She heaved her ass, urging his fucking-finger on. Soft mews of pleasure came from her as his finger slithered in and out, slowly, slowly, making her squirm her hips in equal rhythm.

Then, with a deep, animal groan, Julie kicked her legs wide apart. She pulled Ben down on her, his hairy body covering her pink, glowing curves. His hips drove forward, hard, and his huge erection thrust its way up into her moist, well-lubricated passageway. His cock slid deep into her upturned pussy, jabbing into it without mercy. She laced her legs high up around her waist, pulling him down into her with strength and urgency.

"That's it, Ben," she groaned. "Sock it to me, darling. Oh, I love the glorious feel of your prick in me. I loooove it. It feels so good. It feels delicious. It fills me up. Fuck me hard and fast, Ben. I'm burning up."

"God, you're a terrific lay," he said, panting, as he drove his hips forward, impaling her on his driving erection.

Julie tossed under Ben lasciviously. His hands cradled her heavy, heaving ivory buttock's globes. She loved the way his cock poked in and out of her heat-drenched pussy. She quivered beneath him, giving him full access to her pink, creamy slit of desire. Her tits, swollen with passion, heaved as she bucked her body wantonly. She labored and gasped and squirmed her ass mightily, grinding her pussy up to meet the jabbing thrusts of his spearing prick.

His lips hunger over her swollen nipples, thrilling her. Julie gave herself to Ben in abject, living surrender. His relentless cock crushed apart the tight, elastic grip of her pussy lips, driving deeply. His red prick slipped, dripping with pussy juice, burying and withdrawing itself from the hot, tight tunnel of her vagina.

Julie sobbed and squirmed her buttocks round and round, trying to capture every delicious jab of his cock more fully. She strove to envelop, en-sheath every inch of his speeding cock as it dove in and out of her voracious, gripping vulva. Her soft, heaving, nest of lust took every inch of his stud's cock completely. She thought she could feel the hard knob of his pecker spearing up into her trembling belly. She loved it.

Her gash was passion inflamed, pink and covered with cream as the cock fucked it. Ben bucked faster and faster over Julie, and she sobbed and drove her hot crevice at the cock that was taking her so expertly and hotly.

They were flowing together in familiar unison, her thighs, strained wide apart, open to receive completely the hot thrust of his prick. The bed springs creaked under their twisting, thrashing bodies as they feverishly fucked one another. Both of their bodies were tense with action. She clutched him closer, tighter, with her eager arms and thighs and gripping pussy lips.

His slippery organ, throbbing and slick and dripping, thrust in and out. His huge cudgel was buried so deeply up in Julie's squirming pink grasping hole. His cock sunk in to the balls. The balls slapped against her heaving ass. To the hilt he buried his erection, his balls swaying and slapping against her wet split. Julie moaned and Ben groaned as they fucked with expert rhythm, panting and heaving at one another. She undulated her lush body and circled her ass with abandon as he fucked her deliciously. She was in the grip of supreme rapture, as he was. Her tits danced as she tossed in tempo with the cock that screwed her so fiercely, so relentlessly. She loved the in and out drive of his hot, glistening poker.

Both of their gyrating bodies were glistening with perspiration as they exerted themselves to their fullest. Tiny beads of sweat trickled down in the deep valley between her heaving breasts. She bit down hard on her lip and cried out as he jabbed hard, faster and harder. His cock was speeding and dipping wetly between her surging, clinging pussy lips. She cried out lewd encouragement to Ben as he took her, but Ben needed no encouragement. He lashed her with his huge prick as she ground her buttocks in wild need, screwing her cunt round and round, giving extra friction to their mating.

Julie reveled in the delight of being so soundly fucked. She heaved her body, lifting him up as he drove madly over her. Rivulets of moisture drained in the tight crevice of Julie's grinding buttocks. Her thighs strained, clutching Ben in even closer.

"Fuck me, you wonderful stud," Julie cried as tears of joy trickled down her fevered cheeks. "Jab me good and hard. Ahhhh, that's the way. Faster, faster. I'm on the edge. I'm going to come. Faster!"

"I'm going to come too," he said hoarsely as he worked over her.

Ben buffeted her on the squeaking, shaking mattress, his swollen cock fucking her cunt with blinding speed now.

Suddenly Julie screamed. She twisted her head from side to side, caught in the grip of the beginning of her climax. Ben coughed as he began to feel his own climax nearing swiftly. Julie screwed her ass-cheeks close together and heatedly screwed her pussy up and around. She screamed again and again, in the middle of her climax. Ben's pulsing cock began finally to spurt out its white jets of come.

His cock spit thick jets of sperm deep into her clasping, pulsing vagina. Julie's trembling buttocks ground and contracted and heaved as her own orgasm smashed over her. Gush after gush of his white sperm spurted into her trench. Thick, white liquid began to ooze from Julie's cunt as she squeezed it tightly on his discharging cock.

Her ass heaved wildly and her thighs were wet with come. Her pubic hair furrowed around her creaming slit was soaked and matted. His cock continued to maul her climaxing pussy, shooting fountains of sperm deep into her clutching tunnel.

And then, slowly, the ripples of climax began to subside and his cock began to deflate inside of her. Julie had nearly passed out from the intensity of her finish. She had given her all and had taken his all. She was exausted, drained, satisfied. He was, too.

He lay on her, kissing and caressing her, his deflated cock still buried deep in her trench. He could feel the internal pulse of her climax as it finished. He slowly withdrew and then, as she lay there, thighs wide apart, panting, he bent his head low and kissed her over her throbbing cunt lips, tasting the oozing juice that flowed from inside of her.

They lay together for a long time, breathing heavily, whispering and kissing each other.

"Oh, Ben, darling, that was soooooo wonderful," she sighed.

"It was the best," he said with an appreciative smile.

"You're such a great lover, darling."

"You're pretty damn fantastic yourself, Julie, honey."

She smiled at him, her pretty, mature face relaxed from the satisfaction she had just experienced beneath his driving cock.

"I wish you'd fuck me again before you go home, darling," she purred.

"I can't, even though I'd like to stay here all night."

"Ummmm, that'd be sooooo nice, Ben."

"Yes, it would."

The head of his now soft prick lay close to the creamy V at the top of her spread thighs. She loved the way her pussy felt, so totally used and ravished.

"I think I'd better take a shower, dress and get back to my wards," Ben said.

"Can't you stay for a quickie, please?" she begged, crawling down over the length of his body until her lips were hovering over his spent cock.

"No, I'm afraid not. It's getting too late for that, honey. Ahhhh, that's good," he groaned.

She was licking her long, pink tongue up and down over the slick length of his spent prick. His cock was shiny and covered with the mixed juices of their come. She liked the taste. She licked up and down his soft cock, slowly, savoring the taste and the thrill of his secret flesh under the curl of her tongue. Then he gently pushed her face away.

"No more, honey," he said softly. "I want more. I like the way you were licking. I want to lay you again. But I have to go home."

"I'm jealous of the girls," Julie pouted.

"You shouldn't be."

"Well, I am They have you all the time. I hardly see you anymore."

"That's the way it is," he said, his voice trailing off as he climbed out of the bed.

Ben showered, dressed, then kissed Julie deeply before he finally left. He got into his car, feeling satisfied, and slowly drove through the dark of the night back to his house. It was just after midnight. He had wanted to get home earlier. He didn't like to leave the girls there alone. But, he had his needs, too, and only Julie could satisfy them, not often enough, but at least she gave him the release he constantly yearned for.

He turned the car up the driveway and guided it into the garage, snapping off the lights.