Little Millie
By Dreamspinner



There is nurse named Millie who owns my imagination. She was seventy- five
years-old when I met her ... maybe more, and despite her age I was drawn to her
as much as I ever have been drawn to any woman.

Let me describe her: To begin with, she is four foot eight and I would guess
weighs no more than ninety pounds, but those pounds are wonderfully
distributed on her small frame. She has tiny feet, what I thought at first
were slender legs, a small compact ass, narrow waist, square shoulders, and
large breasts. She has a fine, small head, a full mouth, a ready smile, and
her large wide-set eyes are gray-blue. Her hennaed hair is thick and wavy, cut
bluntly at mid-neck.

In many ways Millie looks her age. Her face is lined and her hands are marked
with liver spots, and her makeup dates her ... she wears spots of rouge high on
her cheeks and bright red lipstick that would look ridiculous on a younger
woman. On Millie, though, it all works.

Despite her years, she has boundless energy and walks with small quick steps.
In the nursing home where we met, she seemed to be everywhere at once ... tending
to a patient, passing meds, deep in consultation with the administrator and
then back on the floor without missing a beat.

I had been consulting at the home for nearly three-and-a-half years when I met
her. She was sitting in the administrator's office and turned suddenly in my
direction, and seeing me, began to run her fingers through her hair. The
administrator introduced us. She did not stand when the administrator said,
'Doctor,' but she took my hand and gripped it firmly. I found myself liking
her immediately. I am sure she liked me.

After our introduction, I took a seat and studied her. I thought she was very
pretty ... beautiful, even. Her heavy-lidded eyes were as deep as a woodland pond
and as calm as its surface. In them I could see the beautiful young girl that
lived in her still. She held my gaze and took a strand of hair and wound it
around her forefinger. I got big looking at her.

From the beginning, I felt pulled to her as if by magnetic attraction, and
made any excuse to talk to her. Millie kept busy with her nursing duties ... I
was the one who made the approaches. Still she welcomed me ... even encouraged
me.

She flirted with me ... outrageously and theatrically at times. There is no other
way to put it, and as think about it, that's the thing that drew me to her.
She batted her eyes, looked at me over her shoulder like a coquette when she
walked away, and she tossed her hair dramatically when we spoke. And when we
spoke ... and we spoke often ... her gaze held mine. At times she stood very close.
I wondered if the others thought we stood too close.

On my next visit to the home I invited her to lunch ... in the social worker's
office. I knew he was out and would be for several hours. Over lunch, Millie
told me that one of her hobbies was writing. My heart jumped into my mouth.

"What kind of writing?" I asked.

"Romance," she said. She turned her deep gray-blue eyes on me. "I like to
fantasize," she said, and then, "Don't you think it's healthy to fantasize?"
She took a sip of coffee. "I do," she said, before I could answer. "It's fun.
I like to let my imagination run away and write whatever comes into my mind."

"Are you published," I asked.

"Yes," she said. "I am. Are you?"

Here was my dilemma: Tell her I write stories about muscular women, or say,
'No, I'm not published ... yet.' I was dying to tell her the truth, but I was
afraid to. I didn't know why.

"No," I said. "Not yet," I said. We made small talk and I got depressed.

Within days, I wanted Millie to feel my muscle. The idea overwhelmed me and I
spent hours contriving a way to manipulate her into it. Finally it came to me:
I would tell her I have a 'lump' on my arm and would like her to feel it and
give me her professional opinion of what it might be. That would do it. She
would reach out, her face full of curiosity ... I would have my hard muscle
waiting for her. I couldn't wait for the opportunity.

Just my luck, I saw her standing at the med cart when I walked in the next
time I was in the home. There was no one else around. I strode quickly to her.
"Millie," I said. "I've got a lump coming up on my arm. What do you think it
is?" I flexed my left biceps and said, "It's right here." I held out my arm.
Without missing a beat, she reached across my chest and felt the hard muscle
with the pads of her thumb and extended fingers. She squeezed it seven
times ... too many for simple curiosity's sake. She seemed enraptured and she
shivered. It was obvious that my muscle was not the first her fingers had
explored.

"There's one on this arm, too," I said, and held up my right arm, bent at the
elbow. She willingly squeezed the muscle ... again, I think ... too many times for
curiosity's sake alone.

"You've been lifting," she said, her well-practiced fingers still holding my
right biceps. I pronated and then quickly supinated my wrist, causing the
muscle to suddenly ball up beneath her fingers. She gasped. "Gosh, you've got
big muscles."

"Are you surprised?" I asked.

She smiled. "Yes," she said, then quickly corrected herself. "No ... I could tell
you take of yourself."

A week later, she teased me about something ... I don't remember what it was, but
I grabbed her arm as she scooted away, laughing. It was hard as a rock.

I followed her, my heart pounding. She turned in a patient's room. When I got
there, she was already busy checking vital signs. "Millie," I said. "When I
grabbed your arm, I couldn't help noticing your muscle."

Millie bent her arm at the elbow. "Oh, I've got muscle, all right," she said,
and went back to her duties.

My concentration was shot. I spent the rest of the day replaying that
scene ... kicking myself for not reaching out and really feeling her
muscle ... imagining I could see the sharp curve of her tight biceps beneath the
sleeve of her lab coat ... then telling myself I did the right thing. After all,
she had been taking the vitals of a very sick patient and I shouldn't have
distracted her.

I was full of plans the next time I went to the home, but the charge nurse
told me within minutes of my arrival that Millie was working at another home
owned by the same corporation. "Just for a few days," she said. As soon as I
had a break in my work, I called.

I held the phone tight against my ear. She answered with, "Graystone North
Nursing and Rehabilitation, this is Millie speaking." I felt blood rush in at
the sound of her voice.

"Millie," I said. "I've come to see you here and you aren't here! What will I
do without you?"

"I'll be back in a few days," she said. "This is only a temporary assignment."

"Well," I said, "I'll pine for you until your return."

"Be sure and give Andrea lots of lovin'," she said, referring to her favorite
patient. "Everybody needs some lovin'," she said.

I hesitated a beat. "Are you sure you're talking about Andrea?" I asked.

She burst out laughing.

I thought fast. "Millie," I said. "Do you have Email?"

"Yes," she said and gave me her Email address.

A week went by, then two. On the first day of the third week, I went to the
home. I didn't see Millie. The Administrator was in her office. I went in.
"What's new?" I asked.

"Not much," she said. "Same old-same old."

"Yeah?"

"Yeah," she said. "Oh! Millie resigned."

I tried not to seem panicked. "What's she going to do?" I asked.

"She'll be doing some traveling across state. That's all I know," the
Adminstrator said, not looking up from her work.

I saw Millie several months later at Graystone North. She had driven another
nurse there for an interview. We spoke briefly in the parking lot. I wanted
her to feel my muscle again but I am afraid the other nurse would come out.

"Millie," I said. "Can I Email you, or call you?"

She looked surprised. "Didn't I give you my Email address?" She batted her
eyelashes.

"Yes," I said. My mouth was dry.

She got out a pen and scrap of paper. "Here's my phone number," she said,
scribbling. She handed me the scrap. "Call me anytime," she said.

Two weeks and a half-dozen unanswered Emails later, I call her number. I get a
recording. Not knowing if any of her adult children might be
visiting ... children who might be listening to me leave my message ... I leave only
my name and number, with a special emphasis on the 'doctor' part. Millie
doesn't call back.

I send her an Email and insert the original first line of this story, "In one
of the nursing homes where I am a consultant, there is a nurse named Millie
who has captured my imagination." I write below it: "I can't finish this
unless we see each other again." She replies but it doesn't pertain to my
plea.

I write again, thinking she's forgotten the chemistry, trying to provoke her:
"I bet you've broken many younger hearts, haven't you?"

She Emails back: "What makes you think they were all younger?" and I know she
still likes me.

I get a few very short Emails over the next three months, but after that,
nothing. I don't call, either. On impulse about three months later, I write
and tell her there is a big posting on one of my favorite websites that night
and that I was occupied and she shouldn't call. I hope she writes and asks
what it is that has me occupied so I can tell her all about it, but she
doesn't.

Six months later, I give my consultancy at the home where I met Millie to
another provider but keep on at Graystone North. Late in May of 2005, one of
the nurses at the second home tells me Millie has returned to the first on a
part-time basis. "But you know Millie," she says. "She never does anything
part-time. I heard she's working twelve to midnight, six days a week."

I nod. "I hope I do as well as she when I'm her age," I say. I reach for the
phone and punch in the number.

The DON answers. "Graystone South Nursing and Rehab," she says.

"Is Millie there?" I ask. "This is Doctor..."

"I know who it is," the DON says. "Do you think I'd forget your voice? How's
the love of my life?"

"Linda, you can't mean it!" I protest, but that Linda has the hots for me is
public knowledge. She has as much as propositioned me in front of all her
staff too many times to count.

Linda puts her hand over the receiver, but I can hear her anyway. "Millie ... the
love of my life wants to talk to you."

I hear the sounds of the receiver being transferred from one set of hands to
another. Millie comes on the line. "Hello, stranger," she says.

"Hello, yourself," I answer. "Why can't you be here?" I say. "Are you avoiding
me?"

Millie laughs. "No, silly. I can't talk here. Why don't you call me at home?"
she says.

"I will," I say. "And I'll write you an Email. Will you answer it?"

"I'll try to remember," she says. She is teasing me.

"You're teasing me," I say. I know she is at the nurses' station and can't
speak openly.

"You've got me at a disadvantage," she says.

"I'll write an Email. Check your Email tonight," I say.

"I promise," she says. I can hear her bat her eyelashes over the phone.

"Good," I say. "Hopefully, see you soon."

"Hopefully," she says, her voice suddenly smoky. She hangs up.

I am sopping.

That night, I click on the 'Write Mail' icon. "Dear Millie," I write. "I miss
flirting with you."

Two days later, she writes back: "You should have heard the talk after I hung
up. You are quite the subject ... Millie. PS: I recognized the flirting behavior.
I found it quite flattering."

I write back: "The flirting behavior went both ways, you know."

Three days later, she replies: "I know."

"Remember when I tricked you into feeling my biceps?" I write back.

A week later, her reply comes: "I remember the biceps incident. I laughed out
loud when I read your Email."

I dial her number. When she answers, I tell her I just read her Email about
'the biceps incident.'

"You didn't trick me," she says, "I knew what you were going to do."

"Your expression told me it was..."

"It was enjoyable," she says, filling in the blank.

I am silent, remembering how her fingers explored my biceps. I swell up.

"Do you think I would be able to sell medical equipment?" she asks non
sequiter.

"What are you talking about?"

"I've been offered a position selling medical equipment," she says. "Do you
think I could be a salesperson?" she asks in her most seductive voice.

"I for one wouldn't be able to keep my eyes off you," I say.

"Let's get together for lunch," she says.

"OK. Email me Monday with your schedule?"

"I'll Email you Monday," she says.

I write an Email the minute I hang up: "Wear a skirt and heels for our lunch
date."

She writes back the next day: "No. I hate my legs."

I write: "What?"

On Monday, she writes: "I hate my legs ... they're lumpy. PS: Here's my schedule.
Looks like Friday's the day."

I write: "What do you mean, 'lumpy'?"

On Tuesday, she writes: "You know, lumpy."

I write back: "No, I don't know. What do you mean, 'lumpy'?"

"Lumpy = bulgy," she writes on Wednesday. "They aren't smooth. They're more
like potatoes ... you know, bulgy-hard. Lumpy."

I write: "I like lumpy. Wear a skirt. And wear heels."

On Thursday, she writes: "You are nuts. OK, but don't say I didn't warn you."

"I stand warned," I write. See you tomorrow."

The next day I am up at 5:30, unable to sleep for wondering about Millie's
lumpy-bulgy-hard potato legs. I shower, shave my legs, and dress with
deliberate speed, trying to reign in my imagination. It takes every bit of
willpower I can muster not to be at the bistro two hours ahead of the
appointed time.

I get a space across the street, thinking I'll take a few minutes and collect
myself, but as soon as I turn off the motor I see Millie dart across the
street from two cars ahead of where I've parked. She's wearing a skirt and
heels. Her calves are lumpy ... extremely lumpy. She checks her watch and goes in
the bistro. So much for collecting myself, I think. I get out and go across
the street, my mouth full of cotton.

Millie's waiting for me just inside the door. Even with her heels, she only
comes up to my chin. I wrap one arm around her waist and hoist her off the
floor.

Her eyes open wide. "Good to see, you too!" she says, gasping for breath.

I put her down and kiss her on the lips. "Hi," I say.

She acts like she's going to faint and wraps her arms around my waist to
steady herself. "Let's get a table," she says, and turns to survey the room.
"There's one in the corner," she says. She lets loose of my waist and leads
the way, lumpy calves bulging with every step. When she gets to the table, she
takes her seat. I sit quickly, hoping she doesn't notice the damp spot on my
crotch.

When I get settled, she says, "I wore a skirt and heels."

"So I noticed," I say. "And you're right ... your legs are lumpy." I shift my
weight.

She turns and sticks both legs out, pointing her toes so her calf muscles ball
up. "And you like lumpy?" she asks. She twirls her feet around so the muscles
bulge every which way. "Really, do you?" she asks again, holding her legs out.
It's almost as if she wants me to feel them.

I reach down and grab hold of her left calf. It feels like a baseball. I
shudder and my cheeks get hot.

"You do like lumpy, don't you," she says. She points her left toe extra hard.
I feel it shake with the effort. Then she laughs and shakes her head and puts
her feet on the floor.

"What's so funny?" I ask, sitting up and re-tucking my hair behind my ears. My
cheeks are still burning, and I'm throbbing down below.

"I always wanted smooth legs, like Ginger Rogers," she says. She sticks her
leg out and makes her calf muscle pop up. "I always hated these lumps," she
says, smacking the medial head of her gastrocs. "When I was younger, I used to
pray my legs would turn slender, but they kept on growing. I was horrified."
She puts her foot on the floor again. "So," she says, "I wore slacks most of
the time ... even on the hottest days ... never shorts. I have very few skirts."

"I'm glad you wore one today," I say. My head is swimming.

After we order, Millie says, "You told me in one of your Emails that there had
been a big posting on one of your favorite websites. You said it was going to
'occupy' you that night and for me not to call."

My jaw drops open. "You remember that?" I say.

She reaches across and takes my hand. "I remember. Just because I don't write
back doesn't mean I don't remember. So tell me," she says, "what website was
it?"

I think about this moment. I'm going to tell her, but I pretend I don't want
to ... it's more exciting that way. I take a sip of coffee, stalling, hoping
Millie rises to the bait.

She reaches under the table, lays a hand on the inside of my thigh and gives
it a squeeze. "Tell me which website 'occupied' you," she says. She leaves her
hand on my thigh. She takes a sip of coffee and holds the cup at her lips,
staring at me over its white rim with her pond deep eyes. "C'mon," she
insists. She gives my thigh another squeeze. She bats her eyelashes.

"Photography!" I blurt. "Yes, that's it," I say. "A photography website. It's
a hobby." I shift my weight, pretending to be uneasy.

Millie puts her coffee down. "What kind of photography?" she asks, running her
finger around the rim of her cup. She is clearly enjoying seeing me squirm.

I clear my throat. "Artistic," I say, my voice half octave higher than normal.

She just stares at me, waiting.

"Don't you believe me?" I say.

"You mean you're lying?"

"I'm not lying," I say. "It's just that there's..."

"More to it?" she says. She reaches across and takes my hands in hers. "Tell
little Millie what you look at on your computer late at night when everyone
else is asleep."

"It's not what you think," I say.

Her blue-gray eyes open wide. "What do I think?" she says.

"I think you think it's pornography."

Millie leans back and laughs, then leans in close. "So what if it is
pornography?" she says in a parody of Doctor Ruth Westheimer, complete with
heavy accent. "Is that so bad?" She still has my hands in hers.

I take a breath and blow it out. "OK," I say. "Here it is: this site is all
about women with muscles."

"Women with muscles? There's a website about women with muscles?"

"There's not just one," I say. "There's dozens, if not hundreds."

Millie looks very far away.

"Is it so hard to believe?" I ask.

"Times surely have changed," she says. "In my day, men had muscles."

"You have muscular legs," I remind her.

She rolls her eyes. "Don't remind me."

I take a sip of coffee. "Some of the women on the site are very sexual," I
say, but not in a pornographic way."

Millie quickly turns to me. "So these pictures of women with muscles turn you
on?"

I nod.

"These women," she says, "do they have legs like mine?"

I nod. "Some do," I say.

Millie lets go of my hands. "You've got my curiosity now," she says. "I'd like
to see this website. Would you show me?" she asks.

"Now?"

"No time like the present," she says, getting to her feet.

"Wait!" I say. "Our food!"

Millie looks sheepish. "I got so excited I forgot," she says and sits back
down.

Over lunch, Millie tells me that for the last ten years her husband has been
in and out of nursing homes because of his stroke. At the moment, he's home,
she says and tears come to her eyes. I ask if he's OK to be left alone. Millie
looks away. Finally she clears her throat and she says he's as safe as he
would be if he was at Graystone South. I nod. It occurs to me then that she's
being openly unfaithful. Everything she's done ... the way she's acted, her hand
on my thigh ... everything about her behavior shouts 'adulterer.'

"He's at home now, you said?"

"Yes," she says. "He's OK, though ... don't worry about him."

"It's not him I'm worried about," I say.

Millie looks surprised. "Why would you worry about me?"

I take both her hands in mine. "I think your conscience might get to you," I
say.

She gives my hands a squeeze. "Let me worry about my conscience." She pats my
hands. "Now, let's finish our lunch."

Fifteen minutes later, we order wine. I lean back and stare at Millie. I take
a sip, thinking about all of it. In the time she's been talking, I've been
looking to the side or at my food with only brief glances at her. That's the
way I listen best. It's really the first time I've looked right at her.

"Didn't your mother tell you it wasn't polite to stare?" she asks.

"Sorry," I say.

She laughs and reaches under the tablecloth and puts her hand on my thigh
again. "Well, never mind," she says. "Tell, me, what were you thinking?" she
asks.

"You come right to it, don't you?" I lay my hand on hers. It has inched up my
leg. "Are you always this direct?" I ask. I've started to perspire.

"Always," she answers. "Now, then...since I'm so direct, how about telling me
why you wanted me to feel your muscle?"

Her heavy-lidded pond eyes deepen. In them I can see the beautiful young girl
she must have been and the beautiful woman she is now. I throb just looking at
her.

"To be honest, Millie, I'm not sure," I say. I take another sip of wine. "All
I know is that I felt compelled. The idea was irresistible." It occurs to me
how strange it is that she's plunged right into this right after she'd been
talking about her husband.

She is silent for an eternal two minutes, then frowns and asks, "Have you felt
that compulsion before?"

"Yes," I say, "but never as strong,"

She stares at me with her pond eyes. "I wonder if it has something to do with
my personality," she says.

One of my teachers told me to never deny the obvious. "Yes," I say.
"Everything about you ... and especially the way you flirted with me ... drove me
like an engine. I was powerless. When we were close, all I could think of is
having your hands on my muscle ... you enjoying it...and, you getting hot."

"So you wanted me to be turned on to you?" she asks, her eyes deepening.

"Yes, Millie. I did." I took a sip of wine. I am getting lightheaded.

She smiles. "When you first came on the floor, I sized you up. 'There,' I
thought to myself, 'Is one handsome individual.'" She holds her glass to her
lips and the pink tip of her tongue comes out and flirts with the rim. She
takes a sip, then replaces the glass and holds her face in her hands, her
elbows on the table . "I could tell by the way your clothes fit you had
muscles ... even though you always wore long sleeves and slacks." She gives a
little laugh. "It's ironic, really," she says. "I wanted nothing more than to
figure out a way to feel your muscle ... to have you flex for me." She sighs
deeply.

"Why didn't you follow up, then? Call me, or Email and propose that we get
together sooner than today? After all, you got what you wanted," I say.

She shrugged her square shoulders. "Guilt, I guess. Or ambivalence. Fear of
getting what I really want, perhaps. I don't know."

"Why did you finally agree to meet me for lunch?" I ask.

"If you want the truth, I'm tired of doing without," she says.

I finish my wine and placed my glass so the rim touched the rim of hers. "What
shall we do, then?" I ask.

Millie puts her hand on the inside of my thigh. I feel it move. In a moment,
she's on me, palpating me, testing me. She leans into me again. "I wondered
when I was feeling your biceps, if your other muscles were just as hard."

"I can make them hard...if I'm so induced," I say.

"Can you ... would you?" she says.

I tap the rim of my glass with my nails and smile.

Suddenly she pulls away. "I'm suddenly very warm," she says. "Would you help
me off with my blouse?"

I hold the shoulders of her jacket and in one movement she comes out. Her
underblouse is sleeveless. Her arms are slender but astonishingly lean ... ropey,
even, and her ropes have knots tied in them in exactly the right places. She
turns her palms upward. Her bicep knots tighten. I can almost hear the hemp
creak. "I'm just full of surprises, aren't I?" she asks.

I let it sink in. Seventy-five years have not subtracted from her ... if
anything, the years have had an additive, positive effect. 'Little Millie' is
a knockout.

She stands up abruptly. "Let's go see that website," she says.

We take my car. On the way to my place, I see her pull up her skirt and look
at the muscles in her legs from different angles, pointing and flexing her
feet, making her calves bulge out every which way like she did in the bistro.

When we get there, we get out of my car and go inside straight away. "Well,"
says Millie, without even looking around, "let's see that website. Where's
your computer?"

"In the bedroom," I say.

"Of course," she says. "I should have guessed." She smiles. "Lead the way,"
she says.

I pull up an extra chair and we get settled in front of my monitor. Millie
says, "This is exciting," and rubs my leg.

I go to one of my 'favorite places.' When the Home Page comes up, I go down to
the gallery of a girl whose legs I'd admired the day before and open it. I
hear Millie gasp. "Oh, my!" she says. "You do like lumpy legs, don't you?"
It's clearly not a question ... it's a statement of the obvious.

"Do you want to see more?" I ask.

Millie nods, and I open the galleries of three other girls. After we look at
the third, Millie asks, "So this is what you do ... look at these images one
after another?"

"At first," I say. "I make a slide show of the ones I really like and watch
the images fade out and in. Do you want to see one?"

She nods.

I put in a CD, go to my slideshow program, and start it. Images of twenty-four
muscular girls come and go.

I turn to Millie. She's staring at the monitor with a funny expression on her
face. "Is there more?" she asks, without looking at me.

I go to the file where I've downloaded my favorite clips and pick one of a
girl whose legs look like Millie's. I tell her to get comfortable, and she
leans back and folds her hands in her lap. The clip is of a girl with big
calves and very slender thighs. She's wearing shorts and white K- Swiss
cross-trainers and in this clip, she holds her knee at ninety degrees and
makes her calf muscle bunch up over and over again. The clip is in slow
motion. I've been wet for an hour already and by the time the clip is halfway
through, I'm sopping.

Millie says, "Her leg looks like mine." Then she pauses and asks, "What would
you do if I wasn't here?"

"What do you think?" I say.

Millie leans over and puts her hand on my crotch. She squeezes it and says, "I
think you'd be working on this."

"You're right," I say, "I would have."

Millie leans against me. "Can I do it for you?" she whispers.

I nod.

She opens my slacks, pulls down my zipper and puts her hand down my panties.
Millie makes a V with her thumb and middle finger and pushes down so my clit
sticks up and scrapes at the tip of it agonizingly slowly with her forefinger,
barely making contact with the most tender spot in my universe.

"Faster," I say.

"Don't be in such a rush," she says. "We've got all night. Lean back, look at
that girl making muscles and relax."

On the monitor, two lobes of muscle contract, then relax, then contract. When
the girl points her toe, the twin V's of her calf arise abruptly. When the
muscle goes long, they disappear. Then when she puts her foot forward, they
pop out again.

The clip plays through twice, and Millie does not pick up the pace. I am
filling with tension. I think I will go insane with frustration. "Millie," I
hiss, "for God's sake, hurry up."

"No," she says, and slows her hand to a snail's pace.

"I am on the verge!" I shout. "Do something!"

Millie brings her mouth close to my ear. "Pretend it's me you're watching,"
she whispers. I feel her lips brushing against my ear. "Pretend that's my
muscle bulging and contracting there on your monitor," she says.

That idea pushes me over. I arch my back and my breath catches in my throat.
In an instant, everything of female significance spasms uncontrollably and I
am completely in the world and everything makes perfect sense.

Millie jerks my slacks and panties all the way to my knees and goes down on
me, putting her tongue in me, sucking me, licking me, riding it out, staying
on me, making the waves wash over me again and again. When I have had enough I
push her away. I hear her lick her lips.

The girl starts flexing her calf muscle again.

"Millie," I say, "let me turn this off."

She sits up. I click on the X at the upper right hand corner of the Media
Player screen and the calf goddess fades to black.

"Now it's your turn," I say.

"You don't need to," she says.

"I want to," I say. I stand up and step out of my slacks and panties, bend at
the waist and easily hoist her up, one hand at the small of her back, the
other under her knees. A few steps and I am at my bed. I drop her on the
mattress. She giggles.

A minute later, my top and bra are off and I have her undressed. She tries in
vain to cover her small old body with her hands ... one at her crotch, the other
across her breasts. "Don't be shy, Millie," I say. "I think you're lovely," I
say, and straddle her.

She wends her arms around my neck, her mouth reaching for mine. We kiss and I
taste my sweet, musty spunk. I move down to her neck, to her breasts, her
belly.

She takes my head in her hands. "Don't go further," she whispers.

It is too late. I am there already, my breasts brushing her thighs, my tongue
at the fold of her right inguinal area. I give her a teasing bite at her
gray-haired pubis, then over to the left I go and back to center, finding her
shield, pushing it aside with my fingers, slowly, barely touching the tip of
my tongue three times to the tight head of her old clitoris.

"Hurry up!" Millie demands.

"No," I say. "There's no need to rush. We've got all night."

"You are a bitch," she says. Her hips begin to move in a slow circle. I put my
hands under her buttocks and feel them contracting and relaxing as she moves
without thinking on my sheets. I am as deliberately slow with her as she was
with me.

After three minutes, she screams, "For God's sake, do something!"

"Feel my muscles," I say.

Millie lets her hands play over my arms and shoulders. I make them hard for
her. Her back arches ... she sucks in her breath, holds it, and in a moment, a
low moan escapes her. Then the moan becomes an order.

"Get up here!" she commands, and as I am bidden, so I do, and in a heartbeat I
am on her with one hand hard at work below and she goes heaving underneath me,
scratching at my back, sucking and biting at my tongue, crying, and finally,
pulling at her hair.

When she settles, I slide off and lie on my side, smoothing her hennaed hair.
She takes my hand and kisses it.

"Thank you," she says, and drifts off.

I wait until Millie's breathing becomes deep and regular, then I ease my arm
out from behind her neck and get out of bed. There's no way I can sleep.

After I use the bathroom, I go back into the bedroom and get my sketch pad. I
pull up a chair next to my bed and begin to draw. I know what I'm doing ... my
four years at the Portland Art Museum School were decades ago, but the lessons
I learned there stuck. First, I appreciate Millie's bony structure and begin
my rendering by showing the points where her skeleton is evident ... the ankles,
shins, knees, hips, ribs. So on up my old lover's bones I go. Next, I rough in
the muscular masses that hang on her frame. Easy ... in Millie's case, since she
has only the barest minimum of subcutaneous fat.

I particularly like certain of her muscles. Millie has turned on her side now,
with one knee brought up high. That allows the hamstring to sag delightfully,
its belly just touching the sheet. Similarly, the calf of her other leg (which
is straight) is spread by gravity evenly on either side, one globe of her
gastroc hanging medially, one laterally. Their contours remind me of mangoes
in a bag.

It is only when one attempts to draw a thing that one sees it clear, and I see
now that the muscles of Millie's arms are compelling. Her ropey arms are as
pleasing to the eye in profound relaxation as her other parts. She has her
face on her right hand, making her look like a child napping. The meat of her
biceps hangs; stretching the skin on the upside of her arm, exposing the bony
ridge of her humerus. Even under no strain, I see the two heads in their sack
of skin. I make a mental note to ask to see her flex her arms when she
awakens. I remember how they looked in the bistro and I am anxious to see them
tensed again under different circumstances. They will be spectacular, I know.

About a half hour into it, Millie rolls over on her back, bringing my study to
an end. Gravity works wonders on her in the supine position, and at first I
consider making another drawing, but the sight of her lying in the middle of
my bed, one arm behind her head, the other by her side, her legs together,
stomach gently rising and falling gives me another mini- hardon and any hope I
had of being able to focus on anything but the blood flowing to my pussy goes
'poof.'

I put my sketch pad down and look between my legs. It is red and swollen and
it pulses with every heartbeat. It begs to be relieved. I stand up and kneel
on the bed. Millie awakens and reaches for me.

We lie on our backs holding hands after we finish. Minutes go by. Finally
Millie rolls to me and puts one leg over mine.

"I'd better go," she whispers. "My husband is probably hungry." She swings her
legs over the edge of the bed and pushes her hair back. The muscles of her
back and shoulders ripple as she brings one hand and then the other from her
brow to her nape.

"You still love him, don't you?" I say.

"I love what he used to be," she says, still smoothing her hair.

"Were you happy?" I ask.

Millie puts her near hand on the mattress and turns to look at me. The several
muscles that comprise her triceps spring into evidence.

She laughs a little laugh. "You and your 'interest' in muscles," she says.
"Yes, we were happy ... in the good times and the bad." She stands up and picks
her clothes off the floor. Piece by piece, she gets dressed deliberately. She
is clearly not in a hurry to leave.

I desperately want to ask her if he really knows her, but instead I ask, "Will
I see you again?"

Her breath catches and she stops. She turns her pond eyes on me, her hands
together at her waistband, frozen in mid-task by the inevitable big question.

"I can't think about that right now," she says, and goes back to fastening her
skirt.

We say nothing on the drive back to her car. When we stop, I turn to Millie.

She puts her finger on my lips. "Let's take our leave without words," she
says, and gets out.

I wait until she has her car started, then I pull out. In my rear- view
mirror, I see her car pull away from the curb and into traffic. She follows me
for a block, then takes the on ramp to 65 South and I lose sight of her. I
take the on ramp to 65 North. I get on the gas and merge with traffic. I
wonder what Millie's husband has been doing for the last few hours, if he's
hungry, and what the hell she'll tell him when she gets home. I look in the
rearview mirror and see mascara running down my cheeks.

To be continued