At twenty-three years of age, I finally entered graduate school. I should have been happy but I wasn't. My poor body image followed me all the way through high school and college. I didn't date much and never had a steady boyfriend.

While I would never considered myself fat, I always thought people noticed my fat ass and sturdy frame. I was the one always wearing blue jeans, a sweat shirt and carrying a back-pack. I hardly ever wore a dress. My hair was blondish brown and always in a tail. I smiled easily, but I felt bad that my social life never got off the ground.

I moved hundreds of miles away from home to enter grad school. Instead of living in a dorm I found a basement apartment off campus. The house belonged to Emma Jones, a forty-seven year old business woman who worked out of her house. She had a magnetic personality with shoulder length red hair and an athletic body. Her face was nicely sculpted with deep eyes and a few wrinkles that added to her beauty. She worked out daily and obviously took care of herself since her tummy was flat and her bum shapely.

Emma left me alone for most of the week but always invited me for dinner on Friday evenings. As time went on, I would stay longer and longer, talking into the night. One night we talked about the topic of sex and my social life. I confided in her my fears and anxieties. It was the first time I'd ever really expressed them. She was very caring and I felt very close to her.

After we'd finished a bottle of wine, Emma asked if she could give me a small massage to relax me. I thought it was a good idea. It wouldn't be anything fancy, she said, just a rub of my shoulders and legs to sleep better.

We both went to my bedroom in the basement. I took off my jeans and sweat shirt. Lying on my stomach, Emma unclasped my bra and began to give me a relaxing massage. To my surprise, when she was massaging my thighs, I became sexually aroused. I couldn't believe how fast I felt an orgasm coming.

There came a point when I could no longer hold back. I buried my face in the pillow as my entire body stiffened and I let the orgasm wash over me. I hardly let out a whimper but Emma heard me. I didn't dare move when it was finished. Suddenly, I felt the softest touch against my ear and behind it. Emma was kissing me. I turned to face her as her lips met mine. In a moment her tongue was in mouth. I sucked on its wet warmth. It was my first French kiss.

I didn't need to explain what had happened, Emma knew. I felt embarrassed and could hardly say anything. Emma begged me to say nothing. She just lay beside me and began kissing me deeper. I couldn't resist the feelings that filled my body. I wanted her to continue. She took me in her arms and showered me with kisses all over my face.

Her tongue was in my mouth again and I devoured it. My lust was rising again and soon I wanted to come. As if she knew me well, Emma fluttered her fingers over my crotch of my white cotton panties. The stimulation felt so good. My breathing became shallow and I came to a climax very quickly. Emma watched as my body went rigid and my tummy muscles stretched. I was self-conscious as she looked at my face contorting with the rising pleasure I was feeling but couldn't stop. Emma was the first person I ever shared an orgasm with.

Being a sensitive person, Emma again told me not to speak. Instead she took my hand and led me to her bedroom. Without turning on lights, she took off my panties. Lying on the bed, I watched the older woman take her blouse and jeans off. She was wearing a dark bra and panties.

Emma lay beside me. To my surprise, I put my arm around her. Her skin was warm and I liked being close to another human being. She liked what I did as she stroked my body gently. She told me what I beautiful body I had and how honored she felt that I would share it with her.

"You don't think I'm too fat?" I asked shyly.

"No," she whispered back. "You're exactly the way you're supposed to be."

She then leaned over and kissed my neck and shoulders. Her mouth finally reached my breast and kissed my nipples. The first time is always the best. She kissed and sucked each nipple for a long time as her other hand made little circles above my vulva. I was excited again and I couldn't hide it.

When she felt I was cumming again, she thrust her tongue in my mouth and I sucked it madly until I came with a loud shriek. It was a great orgasm and its rays touched my entire body.

I was still breathing hard and I didn't think I could experience anything better until Emma's tongue slid down my stomach and began kissing my vagina.

Her mouth was fast and efficient. I felt her tongue lick my labial lips as they swelled with her touch. The idea that someone her age would kiss my private parts drove me mad with lust. I could feel her soft tongue nibble my inner lips before she found my clitoris. I exploded with a grunt.

The orgasm was quick and violent as I felt the older woman's tongue lash my clit and penetrate my love canal. She could tell that I was tight but it didn't matter. Her manner was soft and gentle.

When I finally calmed down, Emma lay beside me, caressing my body. My pubic hair was matted with wetness but she didn't seem to mind. As she talked to me I stared at her shapely breasts nestled in her bra and the smooth curves of her body. I realized that I found her body attractive and I was happy she found mine attractive too.

"Is this better than masturbating alone, Becky," she asked softly.

I admitted with a smile that it was. She then asked how many times I masturbated during the week. She told me to tell the truth. I was happy she wasn't shocked when I said four or five times a week.

She asked if I used a vibrator and I said no. We talked more and I admitted to masturbating mostly in the morning and sometimes in the shower. I even told her I stroked myself in the car. I didn't mind talking to Emma like this because I felt she cared for me and I'd kept all this secret for so long.

She then asked a big question I never thought I would hear. After tonight, she wanted to know that if I wanted to masturbate, would I come and ask her help.

"I'd love to help you, if you want Becky," she whispered in my ear. "You saw how well you felt tonight."

"I've never had a friend like you, Emma," I said, not knowing what to say. "I've never felt so close someone before."

We talked some more about my feelings but I was so sleepy and I felt so warm and secure in her arms.

She then had me role over on my stomach. First her hand caressed my ass then I felt her mouth against my ass cheeks. She licked and kissed each one while caressing the other her hand. Emma kissed my ass for a long time, telling me how beautiful it was. Her hand slipped into my crack and tickled my anus. I giggled but enjoyed the touching. When she finished she cuddled close to me and told me never to feel bad about my beautiful body and my ass.

We kissed some more and for the first time I took in the taste of her lipstick and the smell of her perfume. I didn't think falling in love was so easy. Shortly I feel into a sound sleep.

It was morning before I awoke to a warm feeling between my legs. Emma lay over me massaging my body. She'd taken her bra off and I saw her naked breasts for the first time. They were large and hung down from her freckled chest. The aureoles were large circles crowned by her fat nipples. I had never realized how beautiful pendulant breasts look.

Emma saw me staring at her breasts and brought her chest closer until her nipples were touching me. It was like electricity touching me. Without saying words, we each examined one another's nipples and breasts. We both enjoyed the stimulation as our fingers caressed and rubbed each other's tits.

"I'm only a 32B cup Emma. I feel so small compared to you," I whispered, self-conscious of my body again.

"Hush, Becky," she said, "breast size has nothing to do with your sexual response. I like your breasts because they are yours." She then kissed each nipple as they hardened under her play.

Emma kissed me with a smile. Remembering the night before and her question, I became horny and Emma detected it.

"Show me what you do, Becky," she ordered softly.

I parted my legs and let my hand slip between them. My in index finger slid along my slit until I eased it in.

I felt odd having a woman as old as my mother watch me but I knew I wanted to do it. Emma's hand glided over my stomach and her touch enflamed my rising passion.

"Would you like me to kiss your nipple, Becky?" she asked. "Would that help your morning pleasure?

I nodded as her tongue licked my nipple. The sight of an older woman kissing my breasts sent lust bursting through my body. I could feel her large breasts rubbing against my stomach. I sunk my finger into my pussy and began to stroke myself.

Looking at the older woman, I saw her hand slip into her panties and her fingers begin to play with her pussy.

When my stroking rhythm became fast, Emma stopped sucking my nipple and lay beside me. She took her hand out of her panties and put her fingers to my mouth. For the first time I smelt her sex as she eased her finger into my mouth. It was a new taste and I sucked on her fingers. The idea of sucking her juices only made me more excited. Taking her fingers from her mouth, she put them back in her panties and began to stroke herself.

We both looked into each other's eyes tenderly. I was going to cum soon.

"I'm going to watch you cum darling," Emma said softly. "You don't know how excited I am to watch you. Is that alright with you?"

"Yes," I muttered, hardly able to contain my excitement.

With her hand still stroking her pussy, she kissed me on the lips.

"Let me hear you cum, Becky," she whispered.

I couldn't hold back my orgasm any longer. The idea of an older woman watching me masturbate drove me wild. I sunk my fingers into my pussy and rubbed myself as hard as I could. With my eyes shut, my body shuddered and I groaned loudly. My pelvis went rigid with pleasure as I allowed it to reach every corner of my body.

When I calmed, Emma was still stroking herself. I was fascinated by her openness to masturbate in front of me. I had never seen another woman masturbate before.

"Did you cum well, Becky?" she asked with concern.

"Yeah, I did, Emma," I replied with my hand still stroking my pussy. "You didn't think I looked like a fat cow?"

"No, of course, not," she said quickly. "Don't be silly. You're a woman who loves pleasure. You just can't admit it to yourself. Women do it all the time. I would like to share with you how I cum. Do you want to watch? I'm cumming soon."

I nodded shyly. She had read my curiosity.

Emma took off her panties and told me to situate myself in a place where I could see her cum. She folded her legs over me so I could watch her fingers play with her hairy sex. Her index finger circled her clit and then she penetrated herself with two fingers. Lying on her back, her breasts flopped from side to side as her pace increased. I enjoyed the scent of her sex and the swishing sound her fingers made. Her pubic hair was slick with her juices.

Soon, Emma was making little whimpering sounds; her body stiffened and her hips bucked and raised themselves off the bed as she felt the pleasure of her orgasm pulsate through her. It was obvious that Emma enjoyed sexual pleasure. I wondered if my mother enjoyed it as much as her.

That was the first time I mutually masturbated with someone. It was a special bonding experience. When Emma calmed, we cuddled for several moments before she chased me off to the bathroom for a shower. She left out a very short but expensive silk green kimono robe for me to wear. The silk felt fabulous against my skin even though I felt funny wearing no panties.

I walked out into the kitchen and onto the patio. I was surprised to see Emma dressed in a black leather bra and leather thong. Despite her age, her athletic body looked great. It was the first time I saw her mature body in the day light. Like many women her age, she had a lot of freckles on her chest and her tummy wasn't flat. Her buttocks were shapely from all her exercise and they were milky white.

Emma hugged me and sat me down to eat the large breakfast she'd prepared. I was famished and ate like a pig.

When I finished, Emma reminded me with a giggle that good sex makes for good appetite. She reminded me that I'd cum five times since last evening. I blushed but she reminded me that a woman my age should be happy with a lot of sex and I was.

We moved to a lounge chair and talked for a long time about my feelings. I liked what happened to me and the feelings I had. Emma confided that she'd been attracted to me for a long time and dreamed of sleeping with me. I shocked that someone would be attracted to my body. I felt very close to her but told her of my guilty feelings concerning her age. She was older than her mother and I was only twenty-three. We held hands and talked about my guilt. I had to agree that love is blind to age and I told I wouldn't let the age gap between us bother me.

We then talked about lesbianism. I never thought I was a lesbian since I never pursued women although deep down I'd always been attracted to them.

As we sat on the lounge, Emma easily spread my legs. My robe hid nothing and she opened it to expose my breasts. I was shy about my nudity in the light of day but Emma reassured me of how beautiful I looked and kissed me again. I put my arm around the older woman and she felt free to stroke my inner thigh. She then curled her fingers in my pubic hair. I liked her sense of freedom and play as we talked and giggled. I had never felt so free with someone.

As we chatted, I tried to hide my rising excitement. A thin film of wetness appeared on my slit. I blushed when our eyes connected. She assured me that I had nothing to be ashamed of. She told me to put my tea down and looked into her eyes. Without saying a word, she took my hand and put it on my pussy.

Emma didn't have to tell what to do next. I knew she wanted to watch me finger myself. The idea of doing in front of her excited me.

I let my finger slide up and down my slit before entering myself. I was very wet inside and I felt very aroused doing it so openly and beside Emma. The older woman brushed my hair back. She insisted that I keep my eyes open looking at her as I began to really finger myself.

I didn't think I could do such a thing. We looked into each other's eyes. She smiled at me. I tried to smile back but I felt very shy.

"You look so sensuous, Becky," Emma spoke softly. "I know you it's new for you to pleasure yourself in front of someone but I can't help feel you enjoy it. Look at how your body is blossoming with your puffy nipples and your red cheeks. I love watching you pleasuring yourself. You're such a woman."

Her comments took some of my shyness away. I was still looking into her eyes as I smelled her perfume and felt her closeness. I could feel my clit stiffen. It was swollen and very sensitive. In a minute I was panting.

I couldn't help myself as my orgasm came. I closed my eyes and stretched my legs. Emma's tongue filled my mouth as I came. It felt so relaxing and relieving to cum in Emma's arms.

When I recovered, Emma kissed me all over softly making the moment feel so restful. I had to agree, masturbating with her was more arousing, relaxing and enjoyable. I never thought it was possible, but it was.

As we sat quietly, Emma caught me staring at her breasts again.

Reaching round her back, she unclasped her black bra and took it off.

"Take one of my breasts in your hand, Becky and just feel it," Emma ordered.

I took of her breasts in the palm of my hand and felt its softness and weight. Beside my own breast, I had never felt another. I guessed Emma was a 36B cup. She had nice tan lines over the crests of her breasts and her aureoles were like large circles. It was an odd experience examining another woman's breast. I was self-conscious how small mine were but I also found myself getting excited again.

The other odd thing was that I knew I wanted to suck Emma's nipples even though I had not been really attracted to breasts before. She had sucked mine the night before and this morning and I still remember the sensations.

"Emma, would you mind if I kissed your breast," I asked timidly.

"No, kiss it, Becky. It is yours to play with."

Emma put her hand under her breasts and held it out for me to kiss. I stretched my tongue out to lick the nipple and then circled it leaving a wet trail behind. Finally, I took the nipple between my teeth and teased it with my tongue. I was excited by the way Emma moaned and was aroused just by playing with her tits.

Eventually, we both leaned back and Emma put her arm around my shoulder. I took her breast into my hand and sucked greedily. Our position felt so warm and cozy. It also felt so right. This is something I'd always wanted to do but was afraid to admit it to myself. Emma encouraged me to bite harder and not to worry about hurting her. I was only beginning to understand how much stimulation nipples could take.

As I suckled Emma's breast I could feel her lust rise. I lost myself in the experience and was jarred by Emma's orgasm. She'd been stroking herself with her hand in her panties. I had been watching the knuckles of her hand stretch the leather panties. Her legs stiffened and her head fell back as the orgasm exploded inside her. I kept sucking her nipple, playing with its hardness and texture in my mouth.

When she calmed, I pulled myself away, apologizing for sucking so long.

"Don't be foolish, Becky" she said in a strong voice. "A woman my age dreams of such a situation. You don't know how good it feels to have your young hungry mouth suck me so strongly. I don't know how I can thank you. And you know I'm not ashamed to masturbate with you."

I began to blush but Emma put her hand to my face and stroked it.

"To be shocked Becky," Emma continued, "but I fantasized you were my daughter. I hope that doesn't bother you. If it does, I won't mention it again."

"I don't know what to think, Emma. Things are going so fast," I replied. "Just let me think about things for a while."

"Alright darling, I will, but tell me, does sucking my breast calm you?" she asked.

"Yes, it did. I've never felt so calm," I said with a grin.

Emma then lifted her other breast up and brought my face closer. I began to suck on her tit and again felt her warm surround me. Emma's sexual response was not as quick as mine and she told me she wasn't going to cum this time but she enjoyed my sucking. After a long time I stopped, feeling calm and relaxed. She let handle her breast and play with her hardened numb with my fingers. The tit was twice its normal size and very stiff and I rubbed my hand over it. Emma kept assuring me how good I was making her feel. While I felt horny I didn't want to cum as much as I just wanted to beside this gorgeous older woman.

"Is it wrong for me to be so attracted to you, Emma?" I asked looking up from her nipple.

"No, not as long as we respected each other," she said. "Besides were both mature adults, just different ages. Does that make sense to you?"

I resumed sucking her nipples as we both relaxed after our morning orgasms. I could have stayed the whole day just doing that.

Later, Emma asked if we could spend the day together. We kissed some more before Emma asked for me to go shopping, she was so happy she wanted to buy me some gifts.

I didn't expect the shopping spree we had. Emma knew a lot of shops and bought me almost an entire new wardrobe; new shoes, lingerie, dresses and skirts. I was stunned but almost in a trance with the directness and strength of Emma's personality.