I am in my early 40s, divorced and always had difficulties forming close relationships with women as I was very repressed as a child. I've been very shy and addicted to masturbation. In fact, I find masturbation so easy and pleasurable that it became a preferred substitute for real sex. Until I met Elizabeth.

She's about my age and lives two blocks away. We met through a mutual friend and I immediately felt some chemistry for her but was too shy to let her know my feelings. Anyway one day after meeting her while shopping, she invited me back to her flat for coffee and thus began our friendship.

Elizabeth is also a bit shy, a little on the plain side though cheerful and certainly more outgoing than me. She has a fairly dull office job so was really pleased when I asked her out. We went to the movies first, then to restaurants, and though we were good company for each other our chemistry didn't progress any further for a few weeks. Finally we kissed goodnight and that made me feel so good I masturbated when I got home.

The next time I was over at her flat was a weekend afternoon. Elizabeth had a shortish frock on, which didn't really hide her knees and made her look quite sexy. I told her that and she said she put it on to please me. I'd been masturbating a lot at home thinking about her and seeing her like that made me wonder what she was wearing underneath. I didn't realize how soon I would find out.

We were sitting facing each other in her lounge, sipping coffee and trying to make polite conversation. I noticed she would cross her legs tightly, then uncross them, and the occasional glimpses of thigh were very tantalizing. If she was a plain Jane, her legs made up for it. I began to wonder if she was really teasing me a bit, but figured that if she wanted to play that game, I wouldn't spoil her fun. A little part of me began to stiffen in response.

She began to be even more casual with her legs. Finally as she sat up again, her knees parted far enough for me to get a glimpse of her gleaming white panties. Elizabeth didn't seem to mind that I was looking, and continued talking while her thighs moved apart even more carelessly.

I thought the least I could do was to show her the outline of my boner. When she noticed it she apologised, saying "I shouldn't be letting you see so much, should I?" So she knew what she was doing all along!

I replied, "No, you shouldn't", then realized that she seemed to be squeezing her thighs and parting them again. I wanted there and then to expose myself to her and unzipped my fly.

"What are you doing?" Elizabeth asked a little nervously. I couldn't face her. "I can't help myself," I muttered, pulling my penis out in her view. "Ohh." She stared at it. "It's so thick." I do have a thick penis. "Are you going to touch yourself?" she asked.

I began compulsively masturbating in front of her while she looked on, fascinated. Then she pulled her skirt up a bit and spread her legs really wide. She smiled "Well, you might as well take a better look!"

No reply was necessary as I could feel myself ready to explode very soon. I tried to edge a little bit, but then Elizabeth put a hand down inside her panties and started rubbing too. As she pulled the gusset aside revealing her vaginal lips, I blew my load so hard I nearly passed out. Luckily I grabbed some tissues just in time. As my cock subsided, Elizabeth was working herself up in front of me. She became totally uninhibited, lying back working herself hard and crying "Fuck my cunt, hard, oh fuck me." I left my penis out for her to watch while she came with vigorous thrusts, then lay back and told me she was ashamed of herself. I said not to worry, and that was the beginning of a beautiful friendship which has lasted.

Now when we visit each other, I let my penis hang out as soon as she closes the door behind me, and for her part she walks around in only an apron or an open nightie. We masturbate for each other and have started masturbating each other. It was slow to take off, but who knows where it will lead? We have fantasized about inviting a couple we know to share this with us. I love her with all my heart.