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At the bar in a women's only club, one woman sat drinking alone. She looked around the busy club, at the women enjoying themselves while she just sat by herself. Her self-loathing was disturbed by some laughing behind her. Looking over, she saw three women in their mid to early 40s sitting in a booth laughing. She wondered what the joke was and how nice it would be to have friends to joke with. She watched the woman in the middle, although a little firmer than her other two friends and aging looks, the girl at the bar still found her attractive. The shoulder length brunette looked up at that moment and their eyes locked. The woman at the bar smiled and nodded. The older woman accepted that and went back to her friends. The woman at the bar returned to face the bar, occasionally looking back.

The woman on end of the booth noticed the looks from the bar and leaned forward.

"Has any one else noticed that girl checking us out?"

The middle woman laughed, "I don't think so Sarah."

"She looks cute and lonely, sitting there by herself, I should see if she wants to join us."

"Don't you dare, Sarah," the middle woman groaned.

But Sarah was out of her seat. As the woman at the bar got up from her seat, she bumped into Sarah.

"Oh excuse me."

Sarah smiled, "You're not leaving already…. It's only 10pm."

"Well…" started the woman.

"I'm Sarah, and my friends and I were wondering if you would like to join us. That is unless you are waiting for someone."

"No…. I'm alone…. I'm Casey."

They shook hands and Sarah held Casey's hand a little longer. Sarah gauged the woman was about 30 ish, short honey blonde hair. Casey looked deliciously fit, but her complete figure was hidden under a leather jacket.

Sarah and Casey returned to the booth and she was introduced to Rachel on the far side and Helen, the woman that Casey was a bit more interested in sitting in the middle. Helen shifted a little to allow Casey to sit in and was trapped by Sarah on the other side.

"You ladies sounded like you were having a good time," Casey chuckled nervously.

"I know we can be a little loud," Sarah replied.

"You can be," corrected Helen.

"So what brings you out tonight Casey?" pushed Sarah.

"Jeez Sarah give the girl a chance before grilling her," laughs Rachel.

"Actually just want to make some friends. I'm new in town, transferred so…."

Helen smiled, "so what do you do for a living?"

Casey thought about it before answering, "I…. work for the local community."

Helen nodded accepting that was all she was going to get out of her on that subject.

They chatted and laughed for about 30 minutes. Sarah noticed that Casey was more into Helen than her and Rachel. When Casey headed to get the next round of drinks, Sarah set upon Helen.

"Helen she is so into you, and I'm so jealous," groans Sarah.

"She is not, you are imagining it. My god she's probably half our age."

"Don't knock it, if it's offered," laughs Rachel.

"I'm not offering or accepting anything. I'm out with my two friends to have a good time, not to score."

"Oh for god sake Helen, when was the last time you really let your hair down? Just go with the flow, she seems really nice."

Helen shrugs, it has been years since she had been with a woman. She didn't tolerate fools and was not into one night stands. Helen was however growing tired of this side of her life.

"Well she's coming back so c'mon Rachel, let's hit the dance floor."

Helen eyes widened and grabbed Sarah, "Don't you dare leave me alone."

Sarah pried her friends hand away and they headed off. Casey sat back down with the drinks.

"Was it something I said?"

"No Casey, they just wanted to go dancing."

"Oh well… did?"

"I don't dance," Helen growled out, then apologized. "I mean thanks but I don't like dancing, my feet end up aching."

Casey smiled.

"That sounded so old and lame."

"Nah, its ok, I'm not much of a dancer either. Too many people invading my personal space makes me feel a little claustrophobic."

There was an awkward silence when someone stood next to Casey.

"Ummm it's your turn on the pool table, your money's up."

"Oh……." Casey didn't want to leave Helen.

"You go," offered Helen.

The woman stands over Casey, "Your partner will need to play."

"Please tell me you play pool, please?" Casey looked over to Helen almost begging.

Helen nodded and they moved towards the pool table. As they picked up their cue sticks, Casey leaned into Helen's ear.

"I am really bad, do you think they would make me drop my pants if I don't hit a ball down?"

Helen smirks and points to sign on blackboard stating that was the rule of the table. Casey groaned and lined up the white ball to break first. Casey miss-hit and the white ball only just touched the main set. The opposition laughed.

"I'm in deep shit," Casey said as she returned to Helen.

When it came to Helen's turn, she showed that she was a skilled pool player and sent down a few balls. Casey eventually hit one ball down much to her excitement.

"Lucky, now you don't have to drop your pants, " Helen said shaking her head.

"Yeah…. Isn't that disappointing?" Casey winked at Helen.

Helen won them the game and they all shook hands.

The next challengers were up and so increased the flirting between Helen and Casey. Their slight touches, brushes passed each other, Helen stepped back at one stage and Casey put a hand around her waist. Casey wondered if she was going too far but when Helen didn't pull away, she left it there.

They won again with Casey only getting a ball down. The next challengers were drunk, loud and slightly abusive. Helen felt it was time to leave but didn't want to disappoint her young friend. Casey went to hit a ball when Helen stopped her.

"Hey try and hold the cue stick like this, " instructed Helen. "Just relax your grip," Helen said as she leaned over Casey.

"Aaaahh cmon just hit the shitting thing, " complained one of the opponents.

Casey hit the ball and it went in.

"Woo hoo….. I can't believe it…." she laughed, hugging Helen.

"Aaawww nice to have mummy show you things."

Casey's demeanour changed instantly as she faced the woman. Helen grabbed Casey.

"Ignore it and have your next shot."

Casey lined up and as she went to hit the ball the woman spoke up again, "What else does your mummy show you?"

The ball miscued and the opponents laughed. Casey shook her head.

"C'mon girls, this is supposed to be a friendly game" urged Casey.

The girls scoffed and continued to pick on them.

"Can't you find someone your own age," they teased looking at Helen.

Casey threw the pool stick on the table and walked over to have a piece when Helen grabbed her jacket and pulled her back.

"C'mon they're not worth it, let's get some air. Game is yours girls, enjoy your night," spoke Helen nicely.

Casey grabbed their drinks and followed Helen outside. They stood next to table and Casey looked away sheepishly.

"I'm sorry, I don't usually get that way. I don't like fighting."

"Hmmmm, well don't let them spoil our night."

Casey was pleased that Helen was enjoying her company and they chatted a little more. Helen confided that she worked for the government and enjoyed her job, it was challenging. Casey stepped into Helen's personal space and boldly grabbed her hips.

"I've enjoyed your company from the moment you walked in and sat down with your friends."

"What…. all that time, jeez," Helen said, her eyes widening.

"I thought you might have been with one of your friends."

"No…."

"No…. anyone?"

"No….. anyone," confirmed Helen.

Casey closed the gap, their lips almost touching. Casey then made first contact and pressed her lips to Helen's. Helen relented and let Casey take charge. Their kissing intensified with each snatch until they were devouring each other. They were like two hungry teenagers set upon each other for the first time, neither holding back, neither breaking the moment. Helen's hands wrapped tightly around Casey's waist moaning when Casey's tongue invaded her mouth, dancing, touching. Helen sucked hard feeling Casey's hand s tighten on her forearms. Only a slight clearing of the throat broke the moment, Helen stepping back quickly.

Casey looked sheepishly at Sarah. Sarah smirked at both. Although it was dark, Casey could sense Helen's embarrassment.

"I'm just going to the toilet," announced Casey. "Be back in a minute."

Once Casey had left, Sarah hooted: "Oh my god, that was so hot!"

"Oh don't be dramatic, it was only a kiss," Helen replied, still embarassed.

"A kiss? That was more than a kiss, that was intense. You were full on into each other, I mean neither of you came up for air."

"Sarah," pleaded Helen.

"That was hot, I was watching for at least five minutes."

"Ok ok….we got carried away."

"Hmmmm, you are taking her home right?"

"Just cos we kissed, doesn't mean.."

"Oh Helen this girl is into you, she wants you and by damn if you don't take her home you deserve to have a boring life."

"Sarah, this is not me."

"Exactly, so do something different, be daring…. fuck sake Helen, try having a good time."

"Sarah I don't know….it has been so long since I've done it. I've probably all dried up down there."

"If that is how she kisses, your banks will be bursting if you two actually go for it."

"I can't do this."

Sarah laughed, "Enjoy I'm going home."

Casey walks back with two drinks and see's the exchange.

"Oh, are you guys leaving?" she asked in a noticeably disappointed tone.

Sarah looks at Helen to make her point.

"Sarah is leaving, I'm going to hang around a little while longer."

Casey smile beamed, "That's… great."

Sarah left.

Their moment of passion ceased back to idle chit chat. The mood was almost lost when Helen looked at her watch again.

"Look if you want to go home, I'm ok with that," Casey said.

"I know it's only gone 12am, but I've had enough of the loud music and drinking," laughed Helen.

Casey nodded not sure of her next move. Helen looked at her disappointed friend and thought she looked adorable with her pout. Helen took a deep breath.

"If you like…. ummmm did you want to come back to my place?" Helen asked, trying to control her breathing.

Casey holding her composure put her drink down, "Yes…. I would like that."

They left the club, their hands brush so Casey boldly holds Helen's as they flag down a taxi. Helen's mind was racing, she'd never been picked up by anyone before, and why was this young girl fixated on her? She was uncertain and felt a little over anxious at the next stage of the night, which was moving into morning. Sex…. what if the girl was expecting some woman of the world in the bedroom? It had been so long and she was beginning to feel tired. What if she fell asleep? Her mind was bought back to reality when Casey leaned into Helen's ear.

"Are you ok?"

"Ummm yeh, why?"

"Cos you just squeezed my hand really tight and I will probably need that hand later," Casey smirked at her.

Helen blushed and was aroused at the same time. She was so gorgeous and polite but her intentions were clear. It wasn't going to be just a sleep over. The taxi dropped them outside a 5 story apartment block and Casey noticed the smell of the sea in the air.

"Are we far from the beach?" she asked.

"Just a 5 minute walk."

Helen opened the door to her top floor apartment and they both entered. Casey looked around at the quaint apartment, feeling rather homey like.

"Ummm make yourself at home, can I get you a drink?"

"Ummm cold water would be perfect, I'm so over alcohol."

Helen headed to the kitchen. Casey took off her leather jacket and put it over the couch. She opened up the curtain and sliding door stepping out onto the small balcony. She could see lights off in the distance flashing. Helen came up behind her.

"There you are. Thought you had done a runner on me," she teased as she handed over her drink.

Casey took a sip, "Hmmm I was just admiring the view, although dark its endless," she groaned feeling stupid.

Helen touched her arm, "The flashing lights are the shipping lane. It's a lovely view during the day."

Casey knew then and there she wanted this woman and put her drink down along with Helen's. Casey rubs Helen's arms and encourages them around her body dropping her lips first onto Helen's neck, nibbling, gentle kisses placed just to the exposed part of Helen's shoulder.

Helen's hands rubbed up and down Casey's back and across her behind squeezing it. Casey moved to Helen's mouth and plunged back into the passionate kissing they were displaying at the club. This time the balcony was full of moaning sounds as their arousal built up. Casey's hand found skin under Helen's shirt, rubbing across the plump breast, squeezing it lightly.

Helen broke the kiss and leaned her forehead against Casey as they both caught their breath. Casey sensed hesitation and removed her hand.

"Helen, are you ok?"

"Yeah, I'm just visualizing someone out there in the other apartments with a telescope spying on us," Helen laughed.

Casey hugged Helen. "It's after 1am, do you think anyone would be doing that?"

"I wouldn't put it passed them. Come on, let's spoil their night," Helen murmured, grabbing Casey's face.

Helen took Casey into her bedroom. It was the first time a woman had been in her bedroom since she bought the apartment 5 years ago. Now it was about to be christened. She could see Casey's desire, the way she looked at her. She knew that there was no going back and she doubted Casey could be held back. At this point her own desires didn't want her to be held back either.

Helen turned the light on and Casey, with little warning, was on her, devouring her neck, hands removed her shirt from her pants and playing underneath. Helen didn't hold back either, hands reaching under Casey's shirt behind her shoulders pulling her hard to her body. Their bodies rubbed against each other, it was Helen's hand that made the first move, rubbing down the front of Casey's slacks, between her legs. Massaging in and around her crotch.

Casey broke for air and gasped at her touch.

"Yeah" she replied with laboured breath.

Casey started to unbutton Helen's shirt, nibbling at her neck hard. She opened her shirt and was about to unclip her bra when Helen backed away and pulled her shirt around to cover herself.

"Sorry…. Can we turn the light off?"

"Why….." Casey frowned.

Helen looked down and Casey sensed her embarrassment. Casey flicked the switch turning the room back to darkness. She felt Helen move up to her again.

Helen didn't want to turn the young woman off. She grabbed Casey's hands and returned them to their job of unclipping her bra. Their lips joined again as Casey's hands removed Helen's shirt and bra. Her hand massaged and caressed Helen's plump breast, teasing the nipple. Helen grabbed Casey's t'shirt and pulled it over her head dropping onto the growing heap of clothes. Casey bra was easily and quickly discarded as Helen became more confident in her craving. She immediately took Casey's small breast in her mouth, sucking it, rolling her tongue across the nipple. It produced immediately response with a shiver. Helen could feel the young woman's goose bumps.

"I've got your attention," coos Helen.

Casey grabs Helen face and kisses her all over, "You never lost it Helen."

They eventually crash onto the bed, clothes discarded and rolled under the sheets until Casey pinned Helen and massaged between Helen's legs. Helen closed her eyes, anticipating her embarrassment when she will have to bring out the lubricant like she usually does when she's alone. Casey's finger disappeared into Helen and both groan from the wetness that is discovered.

Helen finally relaxed now that her body had not let her down and Casey went to work touching, exploring, inserting and re-inserting. Every part of Helen was alive and waiting to go off. Casey wanted to taste this woman now but when she went to move down Helen grabbed her.

"I'm not ready for that."

"Ok."

Helen's head went back and hips lifted as Casey worked her slowly then harder, a finger changed to two. The force was harder, quicker. Helen started going over the edge. She grabbed Casey and kissed her. Casey pushed her thumb against Helen's spot and she exploded with loud moans, groans and a final cry. Helen's contractions trapped Casey's hand at first, and then she slowly removed herself.

Helen body quivered when Casey touched her.

"That was….." paused Helen, "Hmmmmm."

Casey bit her earlobe, "That was one hell of an explosion."

They giggled and wrapped themselves around each other kissing, fondling, massaging. Helen ignited the next charge rolling her young lover over and biting playfully at her neck.

Casey moved away and chuckled, "That's tickling."

Helen silenced her with a kiss, slowly, easy. She lowers herself down and pushes Casey legs wide.

A smirk hid in the dark "Hmmmmm I wonder how.."

Helen silently slipped inside Casey's hole and brought instantly reaction.

Casey grabbed Helen, hips raised to meet the momentum, "Oh wow…"

Helen felt those goose bumps return and was encouraged, "My dear woman you are so wet, there is just so much."

Casey lifted and snatched a kiss, her body shaking.

Helen worked inside Casey, pulling out just to rub at her clit producing different vocals.

"Oh yeah…. Right there. Oh please."

Helen worked around then felt the young woman give all of a sudden. She wrapped her arms around pulling Helen down hard on top of her. Another wave ripped through Casey from only a slight movement of Helen's finger. Casey bit down on Helen as her last climax was freed from deep down.

Helen rolled off and onto her side.

"Did we get it all?" she asked as she brushed back the girl's hair.

"Hmmmm ummm… oh boy I'm still riding that one," Casey replied, taking a little more time before she rolled back against Helen.

They kissed for a little while longer before returning to throes of passion, the intensity lifted to the next level for both. Helen felt more youthful than she had in ages and now was testing the young woman's flexibility. Casey's leg rested up against Helen's shoulder while she was being fingered, riding Helen's rhythm.

"That's it……" encouraged Helen. "Take it all."

Casey's pussy swallowed three of Helen's fingers, finally clamping hard as another orgasm ripped through her.

Casey stirred and looked at the clock on Helen's side reading 5:12am. She dressed and looked down at her sleeping lover. She didn't want to leave without saying good bye, but she didn't want to wake the woman either. She sat on bed next to Helen who woke up and looked at her through sleepy eyes.

"What's wrong?" she asked, seeing her dressed.

"Nothing, just I should go."

Helen looks at clock and groaned, "Doesn't even feel like I've been to sleep yet."

Casey chuckled, "Hmmm well you got at least two or so hours. I didn't want to leave without saying good bye."

Helen sat and pulled the sheet up tighter to cover her modesty. It was now light and she felt even more self conscious of her aging body. Casey leaned in and kissed her softly.

"I really had a great time."

Helen rolled her eyes, "Your mother definitely taught you manners."

Casey sat forward and touched Helen's tired face, "She also taught me not to lie."

Helen fell for the sentiment and sat forward grabbing Casey and launching at her lips, kissing her with all the energy her body could muster. Casey did not back away, returning the passion. With a little help from Helen, she was out of her shirt and pants and back in bed naked with Helen. They explored and released each other's sexual tension for over half an hour.

Casey dressed again and stood above Helen laughing, "Ok lets try take two on me leaving."

Helen nods, blushing at her over-eagerness and prowess to this young woman. "Well I had a great time too Casey, you were very invigorating."

Casey blushed and bit her lip, then reached into her pocket and pulled out piece of paper.

"I don't want you to feel any pressure but here is my mobile number. I would love to catch up again, maybe go out for dinner. Ummm so yeah just ring it. If you want…. No pressure," she repeats herself.

Helen smiles, "That's sweet, we will see."

Casey leaves and Helen picks up the paper with the number on it and scoffs not believing this young woman would hand over her number so easily to a stranger.