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An unexpected friend, from a different generation


This a story about how two people from two different generations
ended up helping each other when they both needed it most.

When I turned sixty, I retired and then realized I got really
bored, because day after say I had nothing to do. I had never
had a hobby because I worked all the time. So I first tried
fishing but found that even more boring than not fishing.
So I then tried my hand at golf but I sucked at it and gave that
up as quickly as I gave up fishing.

I had a good life and a lot to be grateful for because a lot
of the men I worked with my whole life already had failing
health issues. So I knew I had to stay active but didn't
know what I could find that might be interesting. The woman
I had seen occasionally as a partner had also recently been
feeling poorly.

So I spent a lot of time at her house doing things for her until
she felt better. Marie and I were never going to fall in love
but at least we had found some happiness in having a special
friend for the past twelve years. Marie had lost her husband
early in life and spent many years afterwards, not having
any male companion. So when we met, we just sort of hit it
off and secretly satisfied each other's needs from
time to time while being very discreet.

I had never been an overly sexed man but I did like a lady every
now and then to take the edge off. And when I found Marie,
she fit the bill although she was past her prime. She was
a good, old school, German woman with a wide bottom but a
good heart. But as hard headed as Marie was most of the time,
she got very nervous the first time she invited me into her

We had been kissing up to that point, but we had never taken
it any farther. Marie was the kind of woman who liked to be
kissed and in fact was a pretty good kisser herself. I remember
she blushed a lot when I helped her get out of her dress and
I remember she was rather flat on top but she still looked
great to me.

I then helped her remove her bra as Marie began to tell me
that maybe we should just stop and not go any farther. But
I was pretty hard by then and wanted more so I told Marie to
just relax and let herself enjoy her body again, as a woman.
"But it's been so long, " She said standing
there with her full fitting cotton underwear on.

Marie ended up having terrific hips and once her panties
were on the floor, her vagina was swollen and leaking, just
like I had hoped it would. Once Marie was on her back in position
, we came together with a lot of tenderness and a lot of passion.
She worked on my cock and clung to it as I stroked it in and
out of her for at least ten minutes. She was very hairy and
once I was finished I remember seeing her pubic hair coated
with my cream. So Marie and I did our thing every month or
two and then would leave each other alone until one of us
had an urge again.

And then one day when I didn't expect it I found another
friend, not a sexual friend, just a friend. I know this is
going to sound really stupid since she was only nineteen,
but I liked Rachel from the first time I met her.

Maybe we both just needed a friend and had to settle for each
other. She lived two floors below me in my building and we
actually began to chat one day when we were each checking
our mail boxes. I guess I just liked her smile even if she
was just a kid. Who said you can be friends even if your ages
are far apart.

Rachel was not the prettiest girl on earth and she was rather
skinny but I sensed she had a good heart and a nice smile so
I invited her upstairs to have a beer with me anytime she
needed to talk. "I might just take you up on that some
night, " Rachel said at me before she grabbed her
mail and waved as she went back into her apartment.

I didn't' see Rachel for a few weeks although I
looked for her whenever I went out for my walk or went to get
some shopping done. But between her full time job and her
going to school a few nights each week, I knew her schedule
was probably like mine use to be. She was just like any other
young person, trying to better herself in life, while she
also supported herself. She had no time at all and I had all
the time in the world. Wouldn't it be easier if we all
gave each other some of our free time because some of us had
so much of it.

It was probably a month or so before Rachel actually ended
up knocking on my door one Saturday night. And when I answered
it and saw her standing there, it put a big smile on my face.
"Sorry, I didn't shave today, " I told
her as I welcomed her into my apartment. "That's
ok, I like your beard, " Rachel said although I don't
think she meant it.

She looked around my place, told me she liked some of my antiques
before she flopped on my sofa and curled her feet under her.
I remember wondering if she was really as poor as she looked
because Rachel's blue jeans were faded and all torn
on the legs. I didn't really know her but seeing her
torn jeans, did make me sad and I wondered if I should offer
her some money to be a new pair.

"You have a real nice place here. My roommate is a total
slob, " Rachel said after I handed her a beer. I watched
as she took a swig of the beer I just handed her and gagged
a little which told me Rachel was not use to drinking much.
But she pretended to be able to handle it, so I sat down across
from her as we began to chat for the first time.

She ended up staying over two hours and drank three beers
while I sat back, enjoyed having company and listened to
her life story. I know along the way I asked her why she didn't
have a date since it was a Saturday night. And I remember
Rachel blushed a little bit and told me she didn't date
all that much. I reminded her she was still young and would
have a lot of time for dating in the future. She smiled, nodded
her head and left a short time later after thanking me for
a nice evening and for keeping her company on a Saturday

During the following month since her visit, I ran into Rachel
a few times but she was always in a hurry so we just said "Hi"
as we passed each other in the hallway of the apartment building.
And then one Saturday I got a second wind and decided after
I washed my car, I wondered if Rachel needed her car washed
too. I knew she was home because her kind of rusted older
car was parked in her spot.

It was a really nice day and I liked being outside so instead
of going for a walk like I usually did, or doing nothing,
I decided, why not help Rachel out. So I walked back into
our building and went to her door and knocked. It was well
after ten in the morning and since I had always been an early
riser, I figured everyone else was too.

When she didn't answer her door after a minute or so
I knocked again and waited some more. And then her door swung
open and there stood Rachel rubbing her eyes as if she was
trying to wake up. "I am sorry. Did I wake you?"
I asked her as I backed up realizing what I had done. Rachel
used her fingers to brush her long brown hair away from her
face as she looked at me and asked me what I wanted.

I told her I was sorry again, before I then told her I had just
washed my car and wondered if she would like her car washed
too. She raised her head again clearly confused since she
was still half asleep and said , "Did you just tell
me you want to wash my car?" I told her I did and Rachel
then told me she didn't' have any extra money but
thanked me for the offer anyway.

I told her I didn't expect to be paid as Rachel was slowly
waking up in front of me. "Why would you wash my car
for free?" she asked me standing there in her t shirt
with her panties showing every time she raised up her arms
to either rub her eyes or push her hair back. I chuckled and
told her because that is what friends do. The long and short
of it, was that Rachel handed me her keys and thanked me after
she warned me her car doesn't always start right away.

I didn't know if she went back to bed but I didn't
see Rachel again for the next few hours. But I got a lot done
in those two hours and after Rachel's car was all cleaned
up, I called a buddy I use to work with to have him take a look
at her motor. Earl had been the mechanic at the plant I use
to work at and could fix pretty much anything that had a motor.

"Spark plugs are probably shot and the wiring isn't
that good either. But the biggest thing it needs is a new
battery, " Earl said after he checked Rachel's
car motor over. I told him to go get a new battery and handed
him the money he said it would probably cost. "Is she
a relative of yours"? Earl asked. I laughed and told
him Rachel was just a young friend trying to get ahead.

Earl returned with a new a battery and within ten minutes
we had put it on and Rachel's car started on the very
first try. "Thanks buddy, " I said to Earl as
we shook hands and wished each other luck before he drove
off. I felt pretty dam good about myself and what I had done
for Rachel as I walked back to her apartment door and knocked

She opened her door with her bright smile and wished me a
good morning. "Here are your keys, " I said
to her as I handed them back to her. Rachel got this strange
look on her face as she took her keys before she asked me how
I had gotten a hold of her car keys.

I explained that she had given me them at ten that morning
and I had washed her car and then bought a new battery for
it too. "I must have been half asleep yet, "
Rachel said as she rushed up and hugged me briefly. So was
so excited as we walked back outside to see her clean car
and I also had her start it and of course it started right
away. You would have thought she had just seen a mouse as
loud as Rachel screamed sitting in her car listening to
it running.

Rachel brought me some home baked cookies later that night
although she didn't have time to stay and chat again.
She said she was actually going on a date later on and had
to get ready. I told her to have fun but to also behave as Rachel
turned, blew me a kiss and rushed back down the stairs. She
was just a really sweet kid and I liked having her in my life
at least once in a while.

I ran into Rachel a few days later when I was heading over
to cut Marie's lawn again so I asked her how her date
had gone. She told me it went horribly and said she would
stop by sometime and tell me all about it. Rachel went her
way and I went to Marie's to check on her and cut her grass
as promised.

The rest of my day was like so many other of my days with nothing
to do, so all I did was go for a walk and sit alone, watching
TV in my apartment. It was around eight that night when I
was surprised Rachel as back at my door. So I invited her
in again, got her a beer and handed it to her as she sat on my
sofa with her legs curled up under her again.

She hardly talked about her date other than to say the boy
had too fast of hands for her. And then she talked about how
well her car was starting and how her job was going. There
was finally a pause in our conversation before Rachel asked
me if she could ask me a personal question. I had nothing
to hide in my life, so I told her sure she could.

"I think you told me once you were married a long time
ago, Right?" she asked me first. I told her I had indeed
been married very young in my life but it just didn't
work out. "So how long were you married?" Rachel
asked me next. I told her I was married a little less than
two years before my wife divorced me. "Ok can I also
ask you if your wife was a virgin when you married her?"
Rachel asked with her face a bright red color.

I chuckled and nodded my head yes but told Rachel most girls
back then were virgins on the wedding nights. She took a
sip of her beer before she got rather serious and told me
she wasn't a virgin any longer and that might be why
boys don' t want her.

She quickly drank more of her beer before she asked me if
she could have another one. I told her that sure she could
and then told her to just get it for herself. Rachel walked
back carrying me another beer too while she told me how clean
my kitchen was compared to hers.

I really liked her company and I liked how her spirit was
so alive like a young person's should be. In fact Rachel
and I sat up chatting until nearly midnight before I walked
her back down stairs, just to make sure she got home safely.
She thanked me again for a great evening before she rushed
into her apartment as I waited to hear her lock her door before
I left.

I found out the very next morning that Marie's health
had taken a turn for the worst so I rushed to the hospital
to see her. And I spent pretty much the entire next two weeks
by Marie's bedside until she passed on late one evening
after I had gotten the call. I got to meet her only daughter
at the funeral and simply told her, I was a close friend of
her mother's and her father's although I had never
met her father. But she didn't need to know what her
mother and I had shared later in our lives.

I went back to my apartment after the service and luncheon
and was pretty much at my bottom. I had no one left in my life
that I was truly close to any longer. And I guess you could
say I sort of gave up after that. I stopped going for walks,
I stopped even going out other than when I needed groceries
and beer. I didn't want to die because no one in their
right mind wants to die but I had nothing left to live for,

I guess it was a week or maybe two before Rachel knocked on
my door again because she had not seen me around for the past
week or two. I wasn't sad, I wasn't depressed but
I just had nothing left to get excited about. So as soon as
I opened my door and saw Rachel's' bright smile
I did my best to smile back after I invited her in, if she wanted
to. "Where have you been?" Was the first thing
she said to me as she looked around and saw my apartment cluttered
for the first time.

"What's wrong?" Rachel said next as she
began to pick up the empty beer bottles and the pile of newspapers
that had been stacking up by my chair. And when I didn't
answer her Rachel asked me if I was sick. "No, I'm
just tired, " I said to her and took another drink
from my beer. "You have to pick yourself up. Marie
needs you, " Rachel then said as I finally broke down
in front of her.

For only being nineteen, Rachel was wise beyond her years
as she quickly rush to me and sat down right on my lap as she
held me while I sobbed in front of her. I realized the thing
Rachel and I had in common was that we were good people who
cared. So I let her hug me and comfort me as I worked my way
through my mental funk.

After a few minutes I told Rachel I was feeling better and
thanked her for caring about me, so much. And what happened
next is something I never saw coming because as Rachel pulled
back and we were facing each other inches apart, we kissed
each other. I knew we shouldn't be kissing each other
but it was still a real kiss that Rachel and I shared as she
remained on my lap. And as a man, I began to enjoy a kiss like
that because it reminded me what my life use to be like.

Her lips were warm and soft and the longer she pressed them
against my lips, the more I felt life returning to my body.
Her arms were wrapped around my neck as we kissed and slowly
my arms came up and held her slender frame too. When Rachel
and I stopped embracing after a good minute or so her eyes
looked glazed over while she told me she needed that as much
as I needed it.

"Do you want another beer?" She then asked me
and got off my lap to get us both one. I watched her as she carried
my beer to me and even though she was very, very slender without
hardly any curves, Rachel had the walk of a woman with something
on her mind. She bent down, handed me my beer and whispered
to me that she really liked our kiss.

She then giggled and rushed back over to the sofa where she
curled her legs under my body like she always did and then
just stared at me. "It was kind of crazy, kissing each
other, huh" ? Rachel asked me. told her it was very
crazy but it was still a very good kiss and then I thanked
for it.

"I think we just both needed a good kiss" Rachel
then said sipping her beer staring at me. I chuckled and
told her I definitely needed it and thanked her again for
being such a good friend to me. "I'm not saying
this would mean anything serious like, but what if I spent
the night?" She said and then shut up. I suddenly felt
very nervous and my first reaction was to ask Rachel to just

But I didn't ask her to leave and instead told Rachel
we could never do anything like that, and I said it as kindly
as I could. The last thing I would ever want to do was hurt
Rachel in anyway. I realized at nineteen Rachel had a lot
of hormones she was dealing with on a daily basis. And I knew
not many boys were coming around, interested in her. So
I didn't blame her for saying something as crazy as
her spending the night at my apartment. It gets confusing
when you are as young as she was.

"That is probably not a good idea, " I said as
I took another swig of my beer and stared back at her while
she continued staring at me. "Ok, you're right.
I know your right. It was just a stupid idea, " Rachel
said smiling back at me. I smiled back at her and told her
that didn't mean she wasn't a very lovely young

"Nice to hear. But I know I am not pretty and I am very
flat and not what men are after, " Rachel then said
which made me feel even sadder. I told Rachel I thought she
looked very sex in her own special way. "Do you really
think I am sexy?" She said with her eyes as bright as
stars. I drank my beer and just nodded my head as I watched
her smile grow even bigger.

"But you have to admit, we were really good at kissing
each other, " Rachel said before she got up and walked
back over to my chair. I felt her frame sit back down on my
lap again as she leaned forward and pressed her warm lips
against mine for the second time. Maybe we were just a weird
example of two lost souls because as Rachel and I shared
our second kiss, there was meaning behind it.

Her arms were once again wrapped around my neck and my arms
came up and held her slender frame again as our lips danced
with each others. And even though I didn't want it to
happen, my dick was beginning to slowly fill with blood
the longer Rachel and I kept kissing each other. I was actually
making out with a nineteen year old girl.

Her body began to tremble , the harder I kept getting and
the more she felt me stiffening. . Our kiss was long, hot
and continuous until Rachel pulled back, reached for her
t shirt and pulled it over her head before we kissed each
other again. I never realized they made bras as tiny as hers
but I liked feeling it on her back as I held her and kissed
her even longer.

"We need to stop" I finally said after we had
made out for a good ten minutes in each other's arms.
"Stop trying to save me. I am old enough to know what
I want, " Rachel said before she pressed her lips
against mine, yet again and the heat between us exploded
seconds later.

At one point my own urges were spiraling out of control so
I reached for her bra hooks and unhooked it during another
of our kisses. Rachel was about five foot six and didn't
weigh more than a hundred pounds and none of her weight was
in her breasts. She was as flat as any girl or woman I had ever
seen but her tiny breasts still looked wonderful to me.

We somehow made it into my bedroom where she quickly removed
her jeans while I undressed too. When Rachel finally revealed
her womanhood to me, she had about as much hair as I had, had
at twelve. But I still picked her up in my arms and kissed
her one more time before I laid her onto my bed and then joined
her. I had always been a hairy man and over the years my stomach
had also grown, probably from all the beer I drank, but none
of that seemed to matter to Rachel.

I asked Rachel if any boy had ever licked her before between
her legs and when she shook her head no, I knew she was in for
a real treat. She laid there trembling as I nibbled my way
down her very slender frame until I came to her pussy and
kissed it a few times to begin with. And then using my tongue,
I slowly went to work on her pussy and Rachel began to jerk
her entire body, right from the start.

We were not two minutes into it when Rachel began to become
totally unhinged. She gasped and moaned and twisted and
turned but I didn't stop for a second as she was building
to a wonderful climax. And when Rachel's orgasm hit
her, it hit her hard like a tidal wave.

So I let her recover by rubbing her chest and stomach trying
to comfort her as best I could. And when she finally rolled
back over her eyes were so alive and so bright, it was if she
had just discovered what it mean to be a woman. "Did
you like it?" I asked her massaging her small but soft
breasts. Rachel had a huge grin on her face when she nodded
yes to my question.

My lips then started the same journey again as I stopped
at her nipples and sucked each of them until they blossomed.
I then worked my mouth over her very flat tummy until I reached
her love spot again. "Oh God, " Rachel said
once my tongue went back to tasting her sweet juices which
flowed from her bright pink crack.

Rachel got into it quickly and worked with me until she lost
all control of her entire body once her orgasm hit her again.
Her arms whaled around and her legs stiffened and then kicked
until her release was over. But I knew everything I had done
was still wrong on almost every level, so once Rachel had
calmed a little bit I slowly began to crawl off of my bed.

Rachel sat up immediately and looked at me in a panic before
she said, "Where are you going? You can't leave
me like this." And that is how a sixty year old man and
a nineteen year old woman became lovers. I remember I tried
to be extremely gentle while I entered Rachel's pussy
for the first time but she gasped and quivered anyway. I
wasn't a heavy man but I did have a gut on me and me being
over this skinny young woman, probably looked like the
most ridiculous thing anyone could have imagined.

Moments later I was all the way inside of Rachel's womb
as I had her pinned on my bed with our faces an inch apart.
I remember how bright her eyes looked as she laid under me
feeling my swollen hard cock throbbing inside of her cunt.
"Oh my goodness, " Rachel said as we just laid
there staring into each other's eyes and we had not
even begun to move yet.

Marie could handle having a man's body but it was clear
Rachel was still adjusting to me because I was not a boy like
she had been use to. As intense as the moment was for me, it
was twice as intense for Rachel. "Are you going to
start moving?" She finally asked me with her eyes
wide open staring up at me.

"Do you want me to"? I asked Rachel as she smiled
and said she wanted to see how that would feel too. So I began
to slowly move deep into her pussy and then pull back out
before I went in again and found the end of her womb with the
round end of my cock. "Is this as amazing for you, as
it is for me?" Rachel asked after a few thrusts in and
out of her pussy.

By then I had so much blood in my shaft it was harder than it
had been in years. I simply nodded my head back to Rachel
as I began to then pick up our pace. Rachel held on, nibbled
on my neck and scratched my back a little bit once I began
to fuck her seriously. "Oh my God, " Rachel
said a few more times as my cock began to stiffen even more
once it was in the deepest part of her womb.

I don't know if it was a blessing or a curse but Marie
had always told me I came way more than her husband use to.
And now, poor Rachel was going to find out, first hand for
herself. Once my balls were prepared, my orgasm began when
my cock was in the deepest part of Rachel's pussy. And
then I basically flowed, having one spasm after another,
after another for nearly thirty seconds before it ended
up with only a few more drops.

Rachel spent over ten minutes in my bathroom after I was
finished, just trying to clean herself up. She was still
naked when she finally walked out but she was blushing like
a flower too. Her outer lips were still stretched open to
a degree and they were very, very pink from the experience
we just shared, too.

"I have certainly, never experienced anything like
that before, " She said as she searched my bedroom
floor for her panties. I chuckled and asked her if she enjoyed
it and Rachel looked up at me beaming and nodded her head
yes. She told me she needed to wear her panties for a while
because she didn't want to make any stains on my sofa.

So I threw on my robe and joined Rachel back in my living room
where we each had another beer and chatted about what we
had just done. And the longer I looked at her slender frame
and small cute breasts, the sexier Rachel got. She had half
way done with her beer when she asked me if I wanted her to
get dressed or was she ok if she just wore her panties.

I found her question odd and asked Rachel why she had asked
me something like that. She lowered her head and softly
told me she didn't think she looked very sexy so I might
have wanted her to cover up. "Heaven's no. I don't
want you to cover up your body, " I said back to her
as she lifted her head smiling. Rachel spent the night in
my bed snuggling with me although we didn't make love
again. We just snuggled, hugged and fell asleep in each
other arms. Both us just needed the touch of another human
being for a night.

I was up at five like I usually am but I let Rachel sleep until
it was almost eleven before I went to wake her up. She looked
so dam sweet lying on her side with the covers up around her
neck. Rachel had hard to wake up but she eventually woke
up enough to get dressed before she stumbled out of my bedroom
with her hair a complete mess. "I always look like
crap in the morning" was all she said as she walked
to my door, thanked me for a wonderful night and left.

And even though it was wonderful and mind blowing for both
of us, the fact remained that I was sixty years old and Rachel
was still only nineteen. I felt like we had were always meant
to be friends but the lover part was kind of confusing for
both of us. So we both agreed to just be friends again and
that seemed to work for the next few months. But then Rachel
was always on the go and I really had nothing to do but I felt
a lot better about my life because I had a friend to chat with
every once in a while.

But she still stopped over every week or two when she had
enough free time and needed a friend to chat with. And those
visits, although not very often were just enough for me
too. It had been a few months since Rachel and I had made love
that one time when she was sitting on my sofa one night and
we began to talk about sex again.

"Would it be so terrible if we did it again?"
She asked me smiling her cute but naughty smile from across
the room. Rachel didn't really need my answer because
she knew what she wanted and quickly removed her t shirt
before I could even speak. She was still as flat as a board
but she was at least feeling sexy about her body.

I chuckled, sat in my chair and told Rachel if she was serious
she should also remove her bra for me too. "If you insist, "
She said giggling as she reached behind and unhooked it
before she threw it at me. Her pink nipples looked excited
as did her eyes and before we knew it, Rachel and I were once
again together on my bed.

She had already climaxed twice before I had entered her
and we both stopped again and just stared into each other's
eyes before we did any kind of moving, what so ever. Our two
bodies had become one for the second time and we both knew
how wonderful that truly felt. Rachel laid under me and
savoring me fucking her slowly at first and then hard near
my end.

She was as worked up as I was getting and kept telling me not
to stop over and over while my shaft pounded her. Rachel
might have looked like a sexy woman but she was one of the
best, as far as I was concerned. Even when she was pinned
under me Rachel kept kissing me as my cock worked it's
magic. And when I finally stiffened again deep inside of
her, Rachel told me she wanted to feel me cum in her again.

It was never going to be a long term solution for our lives
but it sure made a half of dozen evenings more fun. Rachel
and I got pretty good at making love every once in a while
over the next couple of years. It was two of the best years
of my life and not because of the sex we shared. It was because
of the time I spent with a very special friend who happened
to also be very young.

She eventually graduated from night school, got a much
better job and knocked on my door to tell me she was moving.
She looked sad but it told her it was a time to be happy in her
life as she began to tear up as she ran into my arms. "You
have been the best male friend I ever had, " She told
me as we hugged and clung to one another. I told Rachel she
was also very special to me too and that I would never forget
about her.

I don't think she planned on it, but Rachel ended up
spending the night with me, one more time. And once were
both caught up in making love, our age differences didn't
really matter. "This is probably out last time, "
Rachel told me once she had my entire cock up inside of tight,
slippery womb. I told her I have always enjoyed her as my
friend and as my lover. Rachel made me stop moving for a moment,
reached up and kissed me one last time and it felt like she
really meant it.

I got a few letters from Rachel once she was settled in her
new bigger apartment and her new job. And in the third letter
she wrote to me, she mentioned to me that she was begun dating
a young man she worked with and things seemed very promising.
"He reminds me of you because he keeps telling me how
sexy I am, " Was how she ended her letter.

I recently received an engagement notice from Steve and
Rachel and I can't wait to attend her wedding as an old
but dear friend.

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a love story with some sex thrown in as well good story


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Very good story. I keep expecting at least one from you every day....


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VERY GOOD STORY. I sure wish I could find a friend like that,
Sounds wonderful.


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I love this story. Excellent!


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As With 99.9% of Your stories...... AWESOME Love Story Of older/Younger....And YES I'd Love to Find a True FWB Like Rachel...... Keep them Coming and We'll Keep Reading!!!! Thank You!


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Very good. Simple and profound.........