I leaned back in my theater seat as the woman gently maneuvered my cock through my open fly. Through my half-closed eyes, I watched as she formed her thumb and forefinger into a circle and delicately stroked up and down my prick. It was semi-erect, but quickly growing hard in her expert hand. In the gloom of the movie theater, I could just barely discern a large diamond solitaire and wedding band on her ring finger. The soft hairs on her forearm lightly tickled my hand, which was tightly clutching the armrest next to her.

I peered at the woman out of the corner of my eye. She was sitting in the seat to my immediate right. Like me, she was hunched down in the red vinyl seat, and her legs were spread slightly. She was wearing a rather snug light blue dress, which was fastened in the front by a line of white buttons that extended from top to bottom. Her large bust strained against the tight dress, which appeared to be about a size too small for her. Gaps were forming between the buttons, through which I could see a white bra.

She was a bit overweight, and her makeup was applied a bit too thickly, I guessed to cover the fact that she was past her prime. All in all, though, she wasn't unattractive.

I glanced farther to my right, to her husband reclined in the seat next to her. His bright eyes were glued to the erotic scene. I wondered to myself how often his wife did this. How often does she give handjobs to complete strangers in porno theaters? I guessed their age at maybe 45. I assumed that this was one of the few thrills left in their marriage.

The woman continued to fervently stroke up and down my now throbbing erection with her soft fingers. Her touch was delicate and ticklish, soft enough to prevent me from reaching an orgasm too quickly, yet firm enough to maintain a high state of arousal.

Damn, I was glad I had found this place! Roxy Video, one of countless porno shops in Southern California. I had been in many such shops, rented videos in a few, but none were quite like this one. Roxy had a small X-rated theater that seated somewhere around 100 people.

I laid my head against the back of the seat, closed my eyes and reminisced back a couple of months, to the first time I had paid the $10 fee and wandered into the theater.

The first time I went, on a weeknight, I wasn't too impressed with the place. The movie was pretty good - lots of kinky sex and not much idiotic dialogue, but there were about half a dozen masturbating men scattered throughout the theater, and most of them seemed to be checking me out. At 21 years old, I was by far the youngest guy in the crowd, and it seemed that they were more interested in me than in the hot video playing on screen.

It occurred to me that the guys probably were there to pick each other up. Sure enough, after about half an hour, a couple of young men down in the front row apparently made eye contact, and one of them got up and sat next to the other. Before I knew it, one of them knelt on the floor - looked like we had a little gay blowjob action going. I'm okay with that whole thing, but it wasn't really my scene, even though I've gotta admit it was pretty erotic. I wondered though, if couples ever went there, and I vowed to go back, maybe on a weekend, to find out.

I went back a week or two later, this time on a Saturday night. When I first walked in, there were about 10 guys. Well, that hadn't changed much. But before too long, a slim, blond-haired babe and her boyfriend/husband slunk in and seated themselves in the middle of the theater. Instantly, the whole atmosphere of the place changed. Within minutes, several of the guys got up and moved to within three or four seats of the couple.

I half expected the guy to chase them off, but he didn't - apparently he and his blond escort were there to see and be seen like everybody else. I wasn't sure what they had in mind, but I was tempted to go over and join the gathering crowd of voyeurs. I decided to stay put, though, and watched the movie with one eye (it was, after all, a hot babe getting fucked in the ass by a hung stud - my favorite scene) and the couple with the other.

Sure enough, before too long, the blonde's head disappeared from view below her seat back, presumably to wrap her mouth around the guy's dick. Their small audience visibly perked up, and they openly gawked at the spectacle. The guy was totally uninhibited by the whole thing - he just casually kicked back to watch the movie while receiving the blowjob. I was sporting a throbbing erection and had almost worked up the courage to go over and check it out, when the blonde's head reappeared. She and her partner casually got up, straightened themselves, and left the theater.

I had been to the Roxy about half a dozen times since that first visit a couple of months ago, and I'd seen a lot of hot action. Plenty of couples showed up on weekends, and almost all of them ended up having sex. They weren't all necessarily very attractive, and some of them were well beyond middle age. It didn't really matter to me though - the whole scene was just so fucking hot! I got to see blowjobs, handjobs - one couple even fucked right there on their theater seat.

The best visits, though, were the instances when the couple would sit near a guy, or invite a guy over to join them, and the fellow would hit the jackpot and feel up the woman or become the lucky recipient of a blowjob. Often, the small crowd of spectators that were drawn to the scene copped a feel of the lady while she administered to the guy.

Usually I masturbated to the sights and sounds as I watched the debauchery. Most of the other single guys did too, at least those that weren't sucking each other off. I've gotta admit, with how horny the place made me, that it was tempting to let some young stud give me a blowjob, just to get off by something other than my own hand. I could never quite bring myself to do it, but it would have been easy to arrange.

I was always amazed by the fact that no one ever seemed worried about being busted by the cops for indecent exposure or something. One time the theater owner came in and chewed everybody out, and told them they'd all be sorry if the cops closed him down. He said something about getting a room if they wanted sex. I figured he must have been talking about a motel or something - only later did I understand what he was talking about.

The last trip to the theater had been the best. On that occasion, two couples arrived together and took four adjacent seats in the row directly behind me. The first couple was middle-aged, but attractive. The second couple was about my age, say 20 or 22 years old, and hot. Within minutes of sitting down, the two ladies began kissing each other while their hubbies (and me) watched.

I, along with a guy in my row and two seats down, watched in amazement as the older woman pulled the girl's halter top over her ample boobs and began caressing them. Soon, she bent down to begin sucking on one of the girl's pink, erect nipples. The girl sighed and leaned her head back against the theater seat as her friend stimulated her gorgeous tits.

The woman continued to lick and suck on the girl's nipples. All the while she stared at me with her big brown eyes, as if to taunt me. "Look what I have, and you don't," is what she seemed to be saying.

The girl, who was sitting directly behind me, was idly stroking the older woman's brown hair. Her long eyelashes fluttered as she reveled in the stimulation being applied to her tits. Her male friend, meanwhile, began to caress the inside of her tanned thighs. The short white miniskirt she was wearing did nothing to hide her beautiful legs. Gradually, her knees opened to allow him access to the hidden treasure between her legs. My attention was focused on the unfolding sight. The darkness of the theater prevented a good view, but I could get quick glimpses past the man's roaming hand up her skirt whenever the theater screen brightened.

Soon, a particularly bright and lengthy scene allowed me a full view up her skirt. Her knees were now two feet apart, and the man's hand was eagerly stroking the vee between her legs. I realized with a start that she was wearing no panties - I could see the man's fingers rubbing her pink pussy lips. Below his probing fingers, I could just make out the crack of her ass.

The scene darkened, and the quick flash was again hidden from view.

The older woman interrupted her tit licking and sat up in her seat. She whispered something to the girl - something about getting a private room. The two couples had a quick consultation, and soon, they got up and left the theater.

"Damn!" muttered the guy next to me. "I wanted to see more...that was hot shit."

"Yeah, I know," I whispered woefully. "Er, do you know what they were saying about a private room?"

"Oh, there's about 5 or 6 private rooms down the hall. They rent out for like twenty bucks an hour. There's a VCR and a couple of couches in 'em. I think most of 'em have gloryholes between 'em too. Hot stuff, but they don't rent to single guys, just couples."

He gave a low chuckle. "A couple I met here in the theater brought me back to a room once. I fucked the bitch in the ass while her hubby fucked her cunt. Pretty wild." He sighed. "I don't know if I'll get that lucky again."

Yes, that last trip to the Roxy was awesome. I loved this place - and the raw sexuality that was put on public display. I can get plenty of "normal" sex. I'm not a bad looking guy - I go out with women, and have great sex with a few. I've been seeing a fellow college student named Angie who would satisfy every sexual desire of most men. The thing is, I have an incredibly high libido, and I'm into kind of kinky stuff, especially voyeurism.

I'd yet to meet a girl who was into that kind of thing. Angie was a possibility, but I was still working on finding the limits of her willingness to experiment. In the meantime, the Roxy provided me with a great outlet for my wild side. I guess I'd be mortified if Angie or any of my friends knew that about me, but I wasn't too worried about it. Southern California is a big place, and the chance of being discovered was pretty slim.

I was brought back to the present by the sound of a sharp gasp from the woman in the seat next to me. My eyes opened, and I realized that a lot had happened while I reminisced. She was slouched down a bit further in her seat, and her legs were splayed open to the delighted gaze of a gray-haired man sitting directly in front of us.

The lowest buttons of her blue dress had been unfastened, and the front of the dress was now gaped open past her crotch. Her wiry brown pubic hair was plainly visible, thick and bushy in the vee between her legs.

Her husband gently stroked her furry pubic mound with his left hand, as she continued stroking up and down on my cock. She opened her legs even further to allow him full access to her hidden charms, even going so far as to hook one of her slightly pudgy thighs over my own leg. The invitation was clear, and, with my right hand, I began caressing her inner thigh, while her husband continued to feel up her pussy.

She was moaning softly next to me, clearly eating up the attention being paid to her body. Her breasts heaved against her clingy dress. Through all of this, my lady friend didn't miss a beat, and she continued the relentless stroking of my erection. My cock was an angry purplish-red and steely hard.

Her husband unfastened the top buttons of her dress, leaving only three or four pearly buttons to prevent the dress from gaping completely open. He pulled one of her floppy breasts free, pulled the bra to the side, and began gently sucking on a large, pale nipple.

"Yes, that's it," she breathed huskily. "Suck it hard!"

At the plea from his wife, the man began suctioning with his mouth against her soft tit. His cheeks formed a hollow as he applied greater pressure to the nipple. The action created loud, liquid slurping sounds that seemed to reverberate around the theater. It looked almost painful, but she was delighted at the heightened sensation.

"God yes!" she sighed. "Like that!"

Simultaneously, the man quickened the pace of his finger strokes on his wife's pussy, while I continued to idly caress her thigh. I would have loved to feel her wetness myself, but I couldn't butt in on the pleasurable moment the woman was experiencing - I was certain that her husband's attentions were bringing her to orgasm.

The pace and pressure of her handjob increased also. Never had I thought that being masturbated could be so pleasurable, and I was rapidly nearing my own climax. I wanted the sensation to last, but I didn't know how long I would be able to hold out.

Despite the eroticism of the scene and my impending orgasm, I half chuckled to myself. I was amazed at how lucky I was to be in this position. Luckier, at least, then the gray-haired man seated in front of us. With no hint of discretion, and completely ignoring the movie, he was turned around in his seat, openly gawking at the woman's bushy pussy. Her husband, apparently delighted in the interest being shown in his past-prime wife, spread her legs further apart with his hands to allow the voyeur a better view.

The woman began to buck in her seat, humping her pussy against her husband's stroking fingers. I could feel her muscular thigh contracting and quivering where it wrapped around my right leg as her body tensed with pleasure. I could hear the squishy liquid sound of the man's fingers in her juicy cunt, and I caught a faint whiff of her womanly scent. She was panting as her orgasm approached.

"Uh huh, uh huh, uh huh..." she moaned again and again to encourage her husband on.

Suddenly, her entire body went rigid, then began bucking furiously as her climax began to sweep over her body.

"Oh God! Yes! Yes! That's it!" she cried out with delight as her orgasm wracked her body. I looked around the theater - every head in the place was turned toward us.

She momentarily eased the grip on my prick as her orgasm reached a peak, but quickly resumed a much tighter grip than before. My cock was getting sticky through a combination of her sweaty hand and my dribbling pre-cum juices. I was delighted when she bent down and began licking up and down my hard prick with her soft tongue. I thought she was doing that just to provide more lubrication for the hand job, but I was thrilled to discover that she had much more on her mind. She took first the cockhead, then the first few inches of my shaft, in her lipsticked mouth.

The moist warmth of her mouth enveloped my pulsing cock, coating it with saliva. I groaned when she began pistoning up and down, and I bucked upward, off my theater seat. I could feel my cockhead touch the back of her throat, and she gagged slightly. She didn't miss a beat though, and kept sucking like a trooper. Her husband was certainly enjoying himself. His prick was short, but thick, and he was furiously jacking off, his mouth slightly open, as he watched the scene unfold next to him with glazed eyes.

The woman continued her enthusiastic sucking on my penis, making a liquid popping sound on the upstroke. Simultaneously, she pumped the base of the shaft with her fist. I ran my fingers through her light brown hair. It was stiff and sticky with hairspray.

My arousal was at a fever pitch, and my orgasm was quickly approaching. "Okay, I'm almost there," I whispered. I expected her to pull away and jack me off to my orgasm, but she only nodded slightly and continued sucking with a fury. I gasped and bucked my hips off the theater seat as the first long jet of warm cum shot from my cock. With powerful spasms, I ejaculated my sperm into her mouth. I was amazed to see her gulp most of it down, although much of my cum escaped past her red lips and trailed down the side of my cock, flowing onto her fingers.

The pearly liquid provided lubrication for her furious pumping. A second, then a third spurt of sperm spewed forth.

My orgasm slowed to light spasms, as more cum dribbled onto her now slowly pumping fist. She continued to lightly squeeze my prick, milking out the final drops of sperm.

She gradually decreased the intensity and speed of the suction as my orgasm subsided, then released my sticky, softening cock from her mouth. She didn't release me completely though - she continued softly licking up and down the shaft, cleaning up the remnants of sperm that she hadn't been able to swallow. She cocked her head and looked up at me with a sly smile.

Finally, she (and my softening prick) were fully satiated, and she pulled away, trailing a thin strand of sperm from her lower lip as she did so.

My breathing slowed as I reveled in the pleasant afterglow of my orgasm. The woman looked at me with a satisfied grin on her flushed face. "Thanks sweetie," she whispered to me, "that was fun," and then she reached over and pecked me lightly on the lips.

"Er, geez, thank you!" I replied.

"Maybe I'll see you here again sometime?"

"Yup, you can count on it."

Then I watched in amazement as she brought her left hand to her mouth and licked a few remaining drops of my cum off her fingers. She then turned away from me, and warmly embraced her husband. They stayed like that for several moments, whispering softly to each other.

I took that as my cue to leave. I stuffed my soft, sticky cock back into my pants, and walked out of the theater into the warm May night. Yes, I would definitely be back!

I couldn't go to the theater the next weekend. Friday evening was spent in rehearsals for my drama class' new production, after which I was going to my Mom's condo for dinner. Angie and I had plans for Saturday night, so it looked like the Roxy would have to wait for another weekend.

The rehearsal was the last practice performance before our premiere the following weekend. It was a full-costume dress rehearsal, which was very exhilarating for me - I especially liked the period-piece costumes and makeup. I was accomplished at that element of the theater, and even though we had specialists in costuming, my director often asked me to provide assistance in applying the make-up effects to my fellow actors.

The play was set in the late 1960's, and my role was that of a hippie musician in San Francisco. My costume consisted of the tie-dye and beads of the period, plus I wore a long brown wig complete with short ponytail over my natural close-cropped blond hair. A false beard and moustache completed the look. I was entirely unrecognizable, even to my closest friends, when I was in costume.

The rehearsal went reasonably well, and I knew that we were as ready as we would ever be for our premiere the following Friday night. We ran a bit longer than planned, and when we completed the final scene, I quickly removed the costume and make-up and dashed off to my Mom's condo for dinner.

As usual, I was a bit apprehensive about visiting my Mother - I had seen her so seldom these past few years. But my anxiety was gradually lessening with time, and I was more becoming more enthused about re-establishing my relationship with her. Now, with my Father dead, and she having moved back to Southern California, I had seen more of her this past year then I had during the entire time since she and my Dad divorced.

That was nine years ago, when I was twelve. I never understood the divorce, and my Dad didn't talk much about it. He did the best he could as a single father, raising me during my difficult teenage years. I was an only child, which I suppose contributed to my wayward youth. I always wished I had a sibling to talk to about it, but in the end, I survived the trauma.

My Dad and I had a decent relationship I guess, but I don't think he was ever the same after the divorce. He was distant, and buried himself in his work. It was never clear to me why my Mom - her name is Joan by the way - had left town, and why Dad raised me instead of her. I do know that they divorced on grounds of her frequent infidelity, but I didn't know the details. All I know is that my Mom moved to Texas, leaving me to live with Dad.

My relationship with her during that time was kind of rocky. I did go out to stay with her in short stints during summer vacation a few times, but the visits were always awkward. I think she felt a little guilty about the divorce, but it wasn't something we could openly talk about.

Now though, things had changed. My Dad's long hours at the office finally caught up to him, and he had died of a heart attack the year before. Mom moved back to Southern California shortly thereafter, at least partly, she said, to be near me. I was 20 years old at the time, and well able to take care of myself. Still, I was appreciative that she had uprooted to be near me again. Now, a year later, we were well on our way toward ironing out the problems with our relationship, and I was able to love her like a son should love his Mother.

Dinner tonight was a special occasion, because I would be meeting the new man in her life, some guy named Hank. I would have liked to see her get married again after all those years alone. Maybe Hank was the one? I was optimistic that he was good enough for her, but I didn't raise my expectations too high.

I arrived at my Mother's small condo in the suburbs shortly after eight, just a few minutes late. Hank opened the door, and welcomed me in with a hearty handshake and a twinkle in his eye. He was a big, strapping guy, quite a bit younger than Mom. He had a dark tan and looked more like a surfer than the real estate agent that I knew him to be.

I stepped inside while Hank closed the door behind me. The aroma of chicken dinner permeated the condo - Mom had been busy in the kitchen. I wondered if her cooking had improved over the years. Her culinary skills were not a pleasant memory from my youth.

Mom came out of the kitchen to greet me with a kiss on the cheek and a warm hug. "Oh, Troy, so nice to see you. How are you? I see you've met Hank?"

"Yup, sure have. And I'm doing fine. I brought some wine for you. It's white, because I know you're making chicken."

"Great!" She took the proffered bottle from me and inspected the label. "Ah, good choice."

I held her hands in mine and inspected her up and down. "You're looking great Mom!" And she was a very attractive woman. Slim and fit, with a pretty, lightly tanned face and big brown eyes. Her light brown hair was pulled back in a ponytail. Only a few gray hairs revealed her age. "And I like your perfume."

"Oh stop it Troy." She lightly slapped me on the arm. "You'll make me blush!" She looked at Hank. "See how he spoils me?"

Hank chuckled. "Oh, I don't know if I'd call it spoiling you. Anyway, I agree with everything he says."

Mom reached up to tousle Hank's blond hair playfully, and then the three of us walked together through her tastefully decorated living room toward the kitchen.

Despite feeble protests from Hank and me, Mom insisted on completing the dinner preparations herself, and ordered us to sit at the table and relax. We took two chairs at the small oak dinette table in the kitchen. I sniffed the air appreciatively - dinner smelled great!

"So your Mom tells me you're a drama student," Hank said to me as he poured me a cup of coffee from a flowered carafe. "I was in a few plays when I went to UCLA." He chuckled. "Time flies. That was almost ten years ago. Do you have a production in progress?"

"Yeah, we just had final dress rehearsal tonight. The play starts next Friday and runs for two weekends. Then we're off for the summer."

"Splendid! Best of luck."

He took a sip of coffee. "Any big plans for the summer?"

I shook my head. "Not really. I've got a part-time job as a waiter lined up to get some spending money. I plan on a pretty quiet summer."

Hank and I chatted about his experiences in the theater, as my Mom scurried about the kitchen preparing dinner. She interjected a helpful comment now and then, but otherwise she let Hank and I break the ice on our own. I quickly grew to like him. It seemed to me that Mom made a good find.

As Hank and I talked, I discreetly watched my Mother with admiration as she flitted about the kitchen with boundless energy. I guess I hadn't really noticed before how fit she was - she must have been exercising. And, once again, I reflected on how pretty she was for her age, hell, for any age. Only a few laugh lines at the corner of her eyes and the few gray hairs revealed any signs of the onset of middle age. The wore her hair kind of long for her age, and the ponytail made her look almost girlish, further hiding the fact that she was 40 years old. I wondered, not for the first time, why she never remarried after the divorce.

Hank and I hit a brief lull in the conversation, but my Mother picked up the slack from her position at the kitchen island. "So how's Angie?" she asked me. "Sure would like to meet her sometime. I mean, now that you two are getting so serious," she added with a wink.

"Serious!" I said in mock horror. "I am NOT getting serious. Anyway, you did meet her once."

"You mean that time at your apartment a few weeks ago? That was hardly meeting her - I only saw her for a minute when I was on my way out. I hardly even got to talk to her."

"Okay, okay I surrender," I said with a grin. "I'll have you guys over for dinner real soon. You too Hank."

My Mom looked at me sternly as she dumped some lettuce into a big salad bowl. "I'll take that as a promise." But there was a twinkle in her eye as she said it. She began to peel some carrots.

I rolled my eyes at Hank. A knowing smile spread across his rugged face.

"Troy, I saw that!" scolded my Mother. She tossed a piece of carrot at me, hitting me in the leg.

Hank winked at me, then excused himself to go to the bathroom.

"Angie sure is a beautiful girl," my Mom continued after he left. "And so slim and fit, as I recall. Does she work out?"

"Yup, lots. She does aerobics three times a week." I stooped down to retrieve the carrot from the vinyl floor.

"It definitely shows." She began humming softly to herself as she began slicing the carrots.

I watched her from my perch at the table as she continued preparing dinner. Once again, I marveled at how good she looked. She seemed to realize it also - her clothing seemed almost more appropriate for a slim teenager, rather than a 40-year old woman. I could understand why a young, handsome guy like Hank seemed so smitten with her.

She was wearing a form-fitting peach-colored blouse that accentuated her breasts. Odd, but I had never noticed before how big chested she was. I wondered if my dear Mother had a boob job when she lived in Texas. I sipped my coffee and pondered.

I snapped back to attention with the realization that she was talking to me.

"...You know Troy," she was saying. "I sure am proud of you for having such a big role in that play."

"Thanks Mom. I've really worked hard at it."

'Now that's a big difference between her and Dad,' I thought to myself. He thought going into drama was a waste of time.

I continued my musing. Even more remarkable, though, were her legs and butt.

She was wearing white cotton tights that clung to her legs. Her legs were slim - not skinny, but mature and shapely. Her butt was full and rounded, maybe just a tad wider than when she was young, but still... No sign of panty lines either - she must have been wearing thong underwear, I guessed. 'Do 40-year old women wear thongs?' I asked myself whimsically. Her smooth rear flexed sensuously as she reached high into a cupboard for some salad dressing.

Yikes! I realized where this train of thought was taking me. 'Troy, you stupid horny bastard,' I scolded myself. 'Knock it off!

Hank returned from the bathroom, and he and Mom began to set the table. I put my weird thoughts out of my head for the rest of the evening, and the three of us had a great dinner and pleasant conversation. I got home after midnight, exhausted after a long day, and slept like a baby.

I had my planned date with Angie the following evening. I was excited about seeing her. We had met at a campus fraternity party a few months before, and had been dating ever since. I didn't envision a serious, long-term relationship with her, but I definitely enjoyed her company. First of all, we had a lot of common interests and her cheerful, easy-going personality was so refreshing.

Not only that, but she was gorgeous, by far the best-looking girl I had ever dated. She had medium length blond hair, just a bit lighter than mine, and beautiful big, blue eyes. She was short and petite, which isn't usually the body type that I'm most attracted to. With Angie, though, I wasn't complaining. She was an aerobics fanatic, and had the tanned, muscular body to prove it. The complete package was so sexy, with her small but pert tits and tight little ass.

Perhaps the best part of our relationship was the hot sex. We had sweaty, uninhibited sex on our first date, always a bonus as far as I'm concerned. Her sexual appetite matched mine, and the sex had done nothing but improved since that first time.

Unfortunately, she did not live full-time in Southern California. Angie was from Boston, and was only attending school here. She would be heading back East for the summer, which was going to leave me high and dry for three months. Just when things were really heating up too.