I'm a little nervous about submitting this. I've never done anything like this before, but I just had to tell my story to someone. Up until about a month ago I was a 54-year-old virgin. All my life I've always been incredibly shy and not exactly what most people would consider pretty, so by the time I reached middle-aged I had pretty much accepted my spinsterhood and the fact that I would probably die alone with no one but my two cats to mourn me. For the last 15 years I've worked as a housekeeper at a hospital. About 6 months ago they hired this 19-year-old boy who was fresh out of highschool. I would occasionally see him sitting in the cafeteria on his lunch break, usually reading. He was a very handsome young man, but mostly kept to himself. Then one day as I was sitting at the table next to him, reading all by myself, I was a little surprised when he actually spoke to me and asked me what I was reading. After that we broke into a conversation about our favorite authors and from then on we became fast friends. Every day on our lunch break he would come and sit by me and we'd engage in conversations about life, politics, pretty much whatever was on our minds at the time. Despite being young and handsome, he was very smart and was obviously going places in life, so I often wondered what he was doing talking to an old housekeeper like me who could have easily been his mother. But for whatever reason our personalities just meshed well and we got along great. I found him absolutely fascinating and over time got the impression that despite being young, smart and handsome, he was obviously very lonely and maybe that's why he seemed to enjoy our friendship so much.

On one particular occasion we were sitting there discussing the latest films that had just come out and I was surprised when he actually came out and asked me if I wanted to go see a particular movie with him that Friday night. I told him I didn't drive, but he said that was okay, he could come and pick me up. I knew it was obviously just two friends going to see a movie together, but for some reason I found myself looking forward to it with about as much anticipation as a young girl going to her first prom.

When that Friday finally came along, I dressed myself up in my finest clothes and eagerly waited for my young friend to come and pick me up. We stopped and grabbed a bite to eat before heading to the theatre and at first I was a little self-conscious about what the people around us must be thinking, me being 54 and him being 19, but then I realized that for all they knew we could be mother and son, so all of the sudden it didn't seem so awkward. In all, we had a delightful evening and from then on we started hanging out together outside of work on a regular basis. My coworkers would often point out how weird our friendship was, but I didn't care what they thought. The more time we spent together the more I looked forward to seeing him, and before long I actually found myself guiltily fantasizing that we were more than just friends as I lay there in bed at night touching myself. I knew that was weird and at first I felt extremely guilty about it, but the more I did it the more natural it felt. I knew, of course, he would never want to be more than just firends with a homely, chubby old woman with sagging tits who was old enough to be his mom, if not grandmother, but what I did in my fantasies was my business.

Things suddenly changed one night when he invited me to come over to his apartment and watch a DVD together. As we sat down on his couch, he asked me if I wanted a glass of wine. I didn't normally drink and had to stop and wonder where a 19-year-old boy got a bottle of wine in the first place, but somehow I felt like it would be rude to say no, so I accepted his offer. Somehow the mood in the room was a lot different than usual and I would have had to be a complete idiot to not notice the signals that I was getting from him, but I dismissed them as being nothing more than my imagination. Then, about 15 minutes into the movie I was surprised when his hand suddenly crept over onto mine. I didn't know what to think about that. Was that just his idea of being friendly, or was it something more?? I just kept telling myself that it couldn't be. What would an intelligent, handsome young man like him, who could easily find a woman his own age, see in an ugly, flabby old woman like me who even in my prime couldn't attract a decent looking man if my life depended on it. Then, before I knew it, he actually leaned in and kissed me. Once again, I didn't know what to think, so I just let it happen. Despite my better judgement, I wanted it to happen. Deep inside it occured to me that despite his good looks he was probably just a very shy and very lonely young man whose raging hormones were probably driving him crazy and who was desperately seeking out any kind of affection from the opposite sex wherever he could find it, and maybe it was wrong of me to take advantage of that. But I just kept reminding myself that I was a lonely old woman who had spent my entire life getting teased for how ugly I was, so as far as I could see I more than deserved this moment.

He eagerly slipped his tongue into my mouth and I let him. I was very nervous and very self-conscious so I just sort of laid back and let him do his thing as my pussy grew sopping wet. I couldn't believe this was actually happening. He ran his hands all over my body as his tongue ravenously explored the inside of my mouth. I kept expecting him to suddenly be repulsed by my flabby folds of skin, but he didn't. As a matter of fact, I could feel his hard cock pressing against my side which excited me even more. I had never actually seen or felt a man's penis before. He eagerly groped my sagging tits with an excitement that was all too obvious. As he kissed my neck, I let out a groan of approval before reminding him for some reason that I was old enough to be his mother.

"I don't care," he said. "I want you so much. You have no idea how many times I've fantasized about this." Even as he said it, I had a hard time imagining that a handsome young 19-year-old was actually fantasizing about me as he jerked off. Just the thought of him pleasuring himself to me was so hot.

"You're making that up," I insisted as he sucked on my neck and caressed my tits.

"No, I'm not," he insisted. "You have no idea how many times I've pictured you naked or imagined what I'd like to do to you." God, that was hot hearing him say that. I reached down and eagerly felt the bulge in his pants, which got a positive reaction out of him. "Take your shirt off," he practically demanded. I did as he asked but once again felt very self-conscious about the pale rolls of skin around my midsection and my floppy, hanging tits. He didn't seem to mind though. He eagerly ran his hands along my folds of old lady fat, then he pulled my bra off and hungrily started sucking on my bare tits. I just laid back and moaned, enjoying every minute of it.

Just then he started unbuttoning my pants. I hesitated for a moment, but after some gentle coaxing I was surprised that I actually let him pull them off. They were quickly followed by the rather embarrassing pair of granny panties that I was wearing, leaving me sitting there completely naked on his couch. He climbed down off the couch and spread my legs apart. I wasn't quite sure what he was doing, but then my eyes grew wide with shock as I felt his head slide between my legs and his tongue start to lick my clitorus. I had never felt anything like it in my life and couldn't help but let out an awkward moan as he traced his tongue along the inside of my pussy, ending on the sensitive nub of my clit. He kept me moaning and moaning as he delicately massaged my clit with his tongue, until finally my entire body exploded with the most intense orgasm of my life.

After that, he stood up and pulled off his shirt before removing his pants and boxer shorts. In the lustful aferglow of my orgasm I found myself eagerly kissing and licking his tight 19-year-old abs before slowly moving down and placing my lips around his hard cock. I had never sucked on a man's cock before, but I suddenly found myself full of a lusty desire to do so. He moaned and ran his fingers through my hair, then he abruptly stopped me and led me to his bedroom. He guided me onto the bed, instructing me to get onto my hands and knees, then he climbed onto the bed behind me and all at once I was shocked as I felt his hard cock slide into my open pussy. I had never had anything larger than a tampon in my pussy, so at first it felt kind of weird, but as he slid his cock in and out of me it actually started to feel really good and I found myself moaning with peasure. My saggy, hanging tits bounced back and forth as he hammered my pussy harder and harder until, finally, I felt myself explode into another orgasm as I let out a loud scream, trying my best to contain myself. He let out a loud moan of his own and I could feel his cock spasming inside of me, filling my pussy with his cum. I couldn't believe it that at 54 I wasn't a virgin anymore. No more spinsterhood for me. I'd finally had my cherry popped by a man who was young enough to be my son and I enjoyed every minute of it. I felt like a changed woman as we lay there in bed naked together.

I can't even remember how many more times we did it before he finally dropped me off at my apartment the next day. He was like a machine. In the weeks since then, we've had sex countless times, whenever we can find the time. The way I see it, I've got lots of time to make up for.

I'm sure he'll eventually find a girl his own age to run off with, but until then I'm enjoying our naughty little forbidden romance while it lasts.