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Mitchell was fed up with his neighbor above him. He lived in an apartment and his neighbor above him constantly stomped around and made noise far past ten at night.

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And it seemed to happen every night. He had tried to ignore it but on this night he just had to say something, so he put on his shoes and went out to the hallway and up the stairs to the apartment above his. Martha answered the door on the second knock and seemed a little surprised to see Mitchell. He had mentioned the noise in passing but it was the first time he knocked on her door at night to tell her. Actually, it was the first time he had knocked on her door in the years he had lived there.

Martha stood in the doorway in a robe that was tied so tightly Mitchell was sure she'd dislocate a kneecap if she were to bend over. He also noticed that she had a nice figure for a woman over fifty years old.


But that didn't change the fact that he was fed up with her disregard for his peace. "What can I do for you?" Martha asked Mitchell.

She seemed to relax a little. He explained to her that he could not rest with her stomping around at all hours of the night. He then asked her if she could try to keep it down, at least after ten o'clock. She seemed to be fine with it and assured Mitchell that she would try to keep the noise down.

On the way back down to his apartment Mitchell could not help but recall that her robe had loosened by the end of their conversation. But whatever. He was only interested in the fact that she said she would keep the noise down. Without surprise, the noise had not stopped. She had been a bit quieter for about a night or two, but that was about it.

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And this time the noise was even louder. Mitchell decided that he was going to pay her another visit. And this time he wasn't going to be as polite as he was the first time. "Hi. Do you know that you're stomping around even louder than you were a few days ago?" Mitchell asked.

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Martha put an apologetic look on her face and looked down as if she were very sorry. As she did that her robe opened a little bit, exposing her flat stomach and her black underwear. And to his surprise, Mitchell was turned on, and it sort of confused him. "Ok, well please just try to keep it down." Mitchell said. Mitchell shook his head as he turned to walk down the stairs, confused about what he was feeling and seeing. He felt that Martha may have been flirting with him, but it could have been his imagination.

"If you hear any more noise just come back up." Martha called to Mitchell. Sure enough, only fifteen minutes later the noise started up again, and Mitchell was back upstairs at Martha's door.


This time Martha asked Mitchell to walk around her apartment while she stood in his apartment. That way she could hear what it sounded like to him when someone walked above. Sure enough, when Martha went back upstairs she told Mitchell that she didn't hear a lot of noise when he was walking upstairs and that maybe his ears were sensitive. Mitchell didn't like that answer, but figured there was nothing more to do. Besides, Martha's robe was dangling dangerously on her shoulders and his confused thoughts were returning to him.

"Why don't you stay up here for a while? Then you can see if I walk too heavy." Martha offered. Before Mitchell could respond Martha's robe fell to the ground, exposing her body.

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She had on only her panties, but her chest was bare. Her pale breasts topped with almost neon pink nipples and areolas. Her breasts were a decent size and reasonably perky for a woman of easily fifty-three years. Her thighs and her stomach were tight and her calf muscles flexed as she walked towards him. Without a word, Martha grabbed Mitchell's hand and put it on her tit. He caressed it, loving the way her smooth skin flowed between his fingers like gelatin. Her nipples were like hard cherries just waiting to be nibbled.

And he didn't want to make them wait much longer. Mitchell expertly moved his way up her breasts with his mouth. He lingered on her neck, French kissing it as she moaned and purred lightly. He moved on to her earlobes and to her lips where he stuck his tongue deep into her mouth. As Mitchell kissed her Martha pulled down his sweat pants, his cock popping out with the force of a winded up jack in the box. And she rubbed and stroked it, loving the way the hard member felt in her hands.

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She loved sex, and she especially wanted to feel Mitchell inside of her. Ever since he moved into the building it was all she wanted. Martha pulled away from Mitchell and told him to lie down on the sofa. She then went in the back and returned with a couple of her toys. Martha stood in front of Mitchell and fucked herself deep and hard with a flesh colored dildo that looked as if it was too big to fit into any woman, but she seemed to take it in with no trouble. Her lips sucked on the massive piece of rubber as it passed them.

Her clit grew longer and harder with every plunge of the cock shaped device. When Martha had had enough of the plastic, she got down on her knees and began sucking Mitchell's real cock.

It felt even better to her than the toy did. His cock pulsated and strained against her tongue, her cheeks, and her throat.

Her wet lips left a slick streak of saliva on his shaft that she cleaned up and left again with every bob of her blonde head. And Mitchell sat back and enjoyed every moment of it. Martha could feel Mitchell's cock ready to explode, but she wasn't going to let him get all of the pleasure. That cock still had work to do in other holes of her body. So Martha stood up, turned her back to Mitchell and straddled him, forcing herself down on his cock, taking him deep into her.

She began bouncing up and down on him lightly then with more force. They were fucking so hard the springs in the sofa began to squeak as it moved a little bit on the hardwood floor. The sound turned on Martha who answered by fucking Mitchell even harder.

Her pussy had become a bit sore from all of the pumping by the time she had her first orgasm. It had taken so much out of her that she collapsed backwards onto Mitchell's chest and stayed there for several moments as her pussy pumped a thick liquid. Mitchell's cock was still inside of her as she gushed. His hands were all over her breasts and he kissed her neck and ears. The quivering of her thighs and the spasms of her Kegel muscle pleasured Mitchell almost as much as the movement.

When Martha regained her strength she stood up and lied down on the floor, telling Mitchell to get on top of her.


She raised both of her legs up and over one of his shoulders as he entered her. Her pussy was too sore for any more pounding and so she told him he'd have to find another way to cum.

So he took himself out of her vagina and inserted himself into her ass. The sensation overwhelmed her at first but then Martha began to like it with each thrust of Mitchell's cock. She had never been fucked there before, but she had seen it on videos. When she was younger it was not really that acceptable and by the time it was, the guys she had dated were old and a bit tired.

So having Mitchell's strong young penis inside of her, stretching her, and making her feel like a virgin again was such a rush.

She knew that between him pounding her ass and fingering her pussy that she was going to cum again. Mitchell pumped with the same enthusiasm that Martha had when she was riding him reverse cowgirl on the sofa.

The floor creaked as her ass pounded and pumped against the floor. His pelvis smacking against her soft, fleshy ass cheeks echoed throughout the apartment, and her screams did as well. The condom Mitchell had put on before they began fucking had all but slipped off during the session, but he didn't mind as he was close to coming anyway. Martha didn't seem to mind either, as even if she were young enough to get pregnant, she would have been the first to become so by a guy cumming in her ass.

As Mitchell pulled out of Martha the condom stuck to her ass, hanging out of her hole. He straddled her chest and stuck his dick between her breasts that had found their way in her armpits. He then grabbed them and sandwiched his cock with them and thrust himself, fucking her breasts. Every time the tip of his penis reached her face Martha licked it. She did that until he finally climaxed.

Mitchell came with a force that made him feel like his cock had been constipated. The first load that came out was thick and plentiful and it covered Martha's mouth and nose. The second wave Martha caught in her open mouth and she swallowed it with ease, but as more came, she simply couldn't keep up. Mitchell stayed in position over her, stroking his cock to get out every last drop of cum that he could.

When he was done, her breasts were covered just as her face was. She licked her lips to taste Mitchell's salty pleasure that was all over her mouth and face. She even scooped some off of her titties and took it into her mouth. "Just imagine if you were downstairs hearing that." Martha joked. She got up and went to get a towel to clean herself off. The sweat and the cum were sticky all over her and she wanted to put on her robe and rest after all of that.

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"I want to ask you a question. About the noise…" Martha cut him off before he could finish his question. She knew exactly what he was going to ask.

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"I was wondering how long it was going to be before you came knocking about that. I didn't think it would take you so long, but it was worth the wait." Martha said.

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"So you made all of that noise just to get me to come up here?" "Well I had to do something. I can't fall asleep at night so to relax myself I put on a movie and use my dildo.

And when I think of you down there I can't help but get a little wild. So next time you hear banging on the floor, consider that a girl just calling out for help." "So are you saying that your banging is a request for me to come up and bang with you?" Mitchell asked. "You catch on quick. See you tomorrow night." Martha said.