I arrived at the airport early for a 7pm flight from Brisbane to Perth. I sat down and was read a magazine when he noticed a woman sitting opposite me. She looked to be in her late forty's, 175cm and 70kgs rather cute for her age long jet black hair and a beautiful smile. I find my eyes wandering… looking over her form. She is wearing a light blue sleeveless top, which buttoned up at the top with about 3 buttons and a low cut neckline but not so low as to take away her classy appearance and which shows off her incredibly...... what I would say to be at least......38C breasts and a bra holding them in place showing a really nice cleavage, and a white cotton skirt just above the knee with splits along the sides but not to high though. She has on her feet open toed sandals, and a necklace with a sparkling jewel hanging from her delicate neck. her eyes sparkled and I find myself taken by them… her hair falling loose and free about her shoulders, neck and face as she again swipes a stubborn stand away from her eyes. Beautiful doesn’t do her any justice… She was reading her book and she did not notice me looking at her.
I have always loved older women, especially in skirts. They are so feminine and arousing. Well, I continued reading and looked up at one point and then made eye contact and we smiled at each other. I asked if she was also flying on the same plane and she said yes. She was visiting some old friends of hers. we chatted aimlessly for a moment or two and silence once again came between them.
I continued to read, but now, I kept taking little peeks at her every couple of minutes and my mind was now no longer on what I was reading. I noticed that she kept crossing and uncrossing her legs and with each movement, her dress rose just a bit more, until I was looking at her knees and part of her thighs. Now I really looking without making it to obvious!!
At that moment, she looked up and caught me staring. I blushed, but all she did was smile and resumed reading her book and I went back to reading my magazine.
After a few more minutes, I dared to look once again and low and behold, her dress was now even higher and she was showing beautiful white legs, with a wider expanse of her thigh. I was so aroused and I could feel my cock beginning to grow. I could not concentrate; she was hot and I wanted to see more a lot more.
Once more, she caught me looking and smiled, but this time, instead of just resuming her reading, she slowly uncrossed her legs, very slowly, and spread her legs just enough for me to see that she was wearing black panties. I could not help but wonder what she would be like naked as she showed me her essence under her skirt, she stood up and asked me if could I watch her things while she had to go the ladies room. I stammered "sure no problem", ever sounding like a fool.
Now all I could do was picture her going into the stall, and slowly raising her skirt up and pulling down her panties to revel her pussy now the only question was it hairy or shaven I had hoped the latter .........I thought I will never know.
About 10mins later I saw out of the corner of my eye as she returned and smiled as she sat down. I immediately noticed that she had undone a 2 buttons on the front of her top to revel more of her breasts and every time she bent over, I could clearly see that she had no bra on now. With each movement of her bending over, he caught further glimpses of her smooth, full and creamy breasts with and full pink nipples standing erect through her top I was ready to cum my pants!! I through this woman was hot!!
My thoughts was interrupted by the announcement that the flight I was on is boarding. I stood up and gathered my things and got on the plane, found my seat an aisle at the rear of the plane with the one next to me free, put my things in the overhead bin, got a couple of blankets and pillows and sat down to read.
A few minutes later, I felt a tap on my shoulder, looked up and there she was. I think I have got the seat next to you, she said as she was looking at her ticket. I couldn't believe my good fortune. I rose, took her bags and put them in the overhead while she got comfortable.
They began to chat to her I found out her name it was Helen. Told her mine and as we chatted I further learned that she was single and she lived not to far from where I lived about an hours drive or so and that we had some common interests.
As we prepared for takeoff Helen mentioned that the only thing she didn't like about to flying is taking off and landing and asked if it be alright if she could hold onto me during takeoff and when we land. I smiled and said OK and I would be happy if that is what you want with the thought in mind she could hold onto to something else if she wanted ....namely my cock.
As the plane started to taxi to the runway the air conditioning was to up to high for her and Helen asked me if she minded if we could share a blanket as was only one and she could not be bothered to call the anyone as she knew they were all buckled up and ready for takeoff I said not at all as I was throwing the blanket out over us my hand accidentally touching her thighs in the process. I said that I was sorry and she said that was OK
Helen lifted the arm rest between the seats and moved closer to me and put her arm through mine and put her head on my shoulder as the plane roared down the runway she held even tighter and closed her eyes and buries her face into my shoulder as the plane lifts off then we both look into each others eyes and I can see that look of lust and desire our faces are that close that she reaches out just a bit more kissing me letting our tongues explore our mouths and she moves her hand and begins to rub the inside of my thigh, inching ever so slowly up to my crotch. I looked at her and she smiled that pretty smile while asking me if it was OK. She moves her hand to my and is now rubbing my cock outside of my pants and it felt wonderful. My cock was hard as a rock when our mouths met and now he is driving me like crazy.
While she was engaged in giving me this pleasure, she undoes my belt and top button of my pants and pulls the zipper down and starts to rub me outside my underwear then she she pulled the top of my underwear down and her hand is on my hard cock and was slowly stroking it. I moved my arm around her shoulder and with my other hand I lift her dress and massage her thigh rubbing the inside of her leg ever so lightly with my finger tips which brought a twitch to her body, and I could hear her let out a faint cry bringing a huge smile to her face as she spread her legs further apart giving me better access (now I knew why she went ladies room earlier and that was to remove her bra and panties).
I started rubbing fingers over her soft smooth mound and found her clit and began to massage it. Helen gasps in pleasure as my finger find her g-spot and she licks her lips loving ever so sensually. Feeling deliciously helpless and wanton, with lust she closes her eyes and let her fantasies run wild. Her body tensed and it didn't take long her musky wet scent was clearly evident on my and as I slipped a finger in her wet love hole all her natural juices were flowing all over my finger indicating her arousal.
I put an other finger in and her body responds to the direct stimulation and I could feel the coming of a orgasm as I thrust my fingers in deep and hard. Her juices are flowing full on and freely now and all I want is to have my tongue between her sweet folds of love hole and lapping up her sweet pussy juices that I love so much and I could tell that she wanted me to taste her to but the only place it pours out is on the seat between her legs
Just then one of the flight attendants walks past and sees the wanton look of lust on her face cause Helen just want more then just a finger the attendant asks is your lady friend all right I said yes she is feeling great and she walks to away with a smile on her face I think she knows what we were up to because she comes back a few minutes later and hands me a note which says “If you want to fuck her come to the back of the plane where there is a bit more room and a bit more private” I showed Helen the note and she says what are we wanting for as we adjust our selves to go out the back as she stands up she feels weak at the knees in anticipation of what was to come

As she regained her balance, we followed the flight attendant to the back of the plane, past the kitchen area and entered behind a curtain where there were about six seats where the flight staff sit during takeoff and landing. The flight attendant introduced herself to us as Karen and we told her our names and then Karen left us so she could get back to work.

We moved towards one of the seats kissing each other, letting our tongues explore our mouths, and then I kissed down her neck just behind her ear. My hands played with her tits outside her clothes. I could feel the erect nipples. I took a nipple and squeezed it with my fingers. Both my hands moved to her arse as I pulled her to me and she could feel the hardness of my cock pressing up against her crotch.

Helen reached down with both hands and undid the top button of my pants and unzipped my fly. She reached in and pulled out my now rock-hard cock, sliding her fingers up and down my shaft; then bending down taking the entire length of my rock-hard cock in her mouth with one gulp. She swallowed it, taking it all the way to the back of her throat. I began the motion with my hips as I held her head fucking her mouth and making sure my cock went to the back of her throat with each thrust. I was weak at the knees but she did not let go sucking my cock as if her mouth was like a vacuum. She continued until I was almost ready to blow and all I wanted to do was shoot a load into her mouth. When she felt that I was about ready to let go, she stopped. She had other ideas. She did not allow me to cum just yet.

Helen took my cock out of her mouth and stood up dropping her skirt to the floor and removing her top, revealing herself in all her glory. Her tits stood firm and proud on her chest. There was not even the slightest hint of sag to be seen! What a fantastic vision to see such beauty! At the top of those glorious hills standing firm and erect were pink nipples. Cupping each tit in my hands, my mouth found her pink nipples, sucking first one then the other as she pulled my head to them. She held me there tightly and told me to “Bite a little harder”. I sucked and bit in rhythmic ecstasy. I placed both my hands behind her and felt the contours of her arse. I sat her down, and pulled her arse to the edge of the seat. My tongue made its way between her open legs until it danced on her clit.
She moaned when my fingers entered her and her back arched as she felt the sexual tension enveloping her body. “Oh god yes, don’t stop, keep going, I want to feel your tongue licking my arse.” As I move down to her brown hole she went mad. I watched her face as her eyes rolled back into her sockets and she threw her legs over my shoulders giving me better access to her butt. She grabbed my hand and told me to rub her clit. Between my tongue in her arse and my finger rubbing hard on her clit, I could feel her getting closer. I kept a steady pace building her to a very big orgasm. She was dripping like a faucet as though someone has turned on a tap, all over my fingers and mouth.
I moved my tongue to her clit. I began to work my tongue to her first orgasm. I moved my fingers deeper, and with another finger rubbed her clit and began to move it rapidly on her hard and erect clit. I felt her arse twitch each time my tongue crossed over her clit.

Her hips began to move faster and her breathing got heavier. She said, “Don’t stop now! Suck it, suck my clit hard. AAAHHHHH I’MMMMM CUMMMING!!” While she was still high on pleasure, and hot with desire, I extended my tongue, exploring the folds of her pussy lips. I ran my tongue up and down, tasting the increase in her wetness and then penetrating her, my tongue hard against her clit. I licked it again, and she cried out again and again she pushed my head down hard and she shot hot jets of her juicy nectar in my mouth as if someone has turned on a tap all over my fingers and in my face.

While she was still pretty high on pleasure, with my hands outstretched, I stood her up and turned her around, moving behind her still wet pussy. She leaned over and rested her hand on the seat in front and spread her legs wide. Slowly ever so slowly, I placed the tip of my cock at the entrance to her pussy rubbing her clit, until she begged me to “Fuck me hard....I want your cock all the way in.” She whimpered but I remembered back to when she was sucking my cock and not letting me cum.

It was payback time so I started to rub my cock on clit and her soft moist lips were getting wetter. I allowed the tip to go in and out and I could feel her wetness. Just before it felt like I couldn’t take it any more, she begged me to fuck her. She was on a sexual high, and she moved her hand between her legs and took hold of my cock. She held it tightly and she slid back onto it as I felt my cock at her entrance. I held her hips as my cock slowly pushed into her soft moist lips, pumping in and out with long and deep strokes. I leaned forward and cupped her tits in each hand and played with them like putty, pinching those erect pink nipples and making them extra hard as she cried out. “AHHHHHH! Yes that good! Oh god yes, don’t stop, keep going,” as my cock buried its way in to my balls, working hard and fast with each forward thrust, as with each thrust she pushed back hard against my cock and it hit her cervix.

Her whole body tensed up as she shook with spontaneous shivers of delight as she exploded to a huge orgasm... it went on and on and her cries and moans were unbearably stimulating. She screamed out “FUCKKKKKKKKK IIIII’MMMMMM CUMMMMMINGGG !!!!!!!! OHHHHH GOD FUCK THATS GOODDDD!!!!!!!”
Her climaxes went on and on, again and again with my cock still going in and out. Faster and faster I pumped her helpless pussy hard and deep; her muscles contracted around my cock sending me to oblivion, as I felt my balls tighten and I shot my hot load deep into her pussy. I grabbed her around the waist, as with one more thrust, I pumped the last of my load into her exhausted pussy. She moaned again, as my now cum-drained cock started to go soft. It fell out and all the cum that was deposited deep in her ran down her legs. We fell to the floor totally and sexually drained.
She said she had never been fucked like that before and that she wanted to feel that way again; that it has made her feel like a woman again. After a few minutes to get our breathing back to normal, we picked ourselves up, got cleaned up and dressed and took our seats in the main part of the plane.

Karen came up to us and asked “How was it?” She need not have asked as she could see the sexual release on Helen’s face. It was glowing and she looked very contented as if she just had all the weight taken of her shoulders, but Helen did thank her again and said it was the best that she has ever had. Karen said "That's OK it’s all part of the service" Karen whispered in her ear, “Don’t let this one go, a good man is hard to find!” to which Helen agreed.

Karen told us to buckle up because we would land in ten minutes, so we buckled up and put the blanket over us again, and this time not only did she hold on to my arm she also had my zipper down again and was stroking my cock to a full hard on again.

The plane landed safely and we all began preparing to get off the plane and go our separate ways. We exchanged phone number so we could arrange another meeting. As we went down to get our luggage, we chatted, laughed and smiled like old friends. What we had established was more than just sex. It was a common bond of fun, laughter and good conversation all ingredients for healthy and enjoyable intimacy. I helped Helen carry her luggage out and got her a cab. I gave her a big kiss said for her to call me real soon and said goodbye with the promise of meeting again.

I couldn’t get Helen out of my mind. She was a hot, sexy, funny, bright and captivating beauty. I knew that I would see her again. As I was got into my cab I put my hand into my pocket and I found a white pair of nylon panties. Helen must have slipped them into my pocket without me knowing. This confirmed that we would meet again real soon. Now I couldn’t wait to get to the hotel. When I got to my room I called her and told her of my find...