Carly, my best and oldest friend, was staring at the gym’s mirrored wall, fixated on two women of a certain age who looked smoking hot, even while breaking a serious sweat.

The women were me and her, of course. And our age? Well, that seemed to be on Carly’s mind a lot lately. Mine, too, I have to confess.

“What the hell’s wrong with us?” she asked.

It was hard to see fault in our reflections as we both worked our different toning machines. The two of us were in damned good shape, our bodies tight and firm. Carly had an ass you could bounce a quarter off of, and I was more fit than I’d been in college.

“There’s nothing wrong with us, Carly,” I assured her.

“Then why does every guy I flirt with give me a blank stare? Or say ‘Excuse me ma’am?’ I hate being ma’am-ed!”

I sighed and said, “Maybe it’s because you hit on men who are two decades younger than you.”

She shot me a look only a longtime best friend can give: reproachful, knowing and wicked. There was a gleam in her eye.

“I like ’em young,” she reasoned. “My tastes in men haven’t changed from when I was 20.”

I continued to work out, still thoughtfully considering our reflections. We were two gorgeous women, who also happened to be steeped in erotic knowledge that many younger women knew little about. Guys of any age would be lucky to have us.

I was about to say all this to Carly, when she turned to me with a wolf-like grin.

“Listen, Rachel. We’re both single, both smoking hot. Let’s go out and seriously prowl. We don’t quit until we bag ourselves a pair of 20-nothing studs who’ll bone us all night long. What do you say?”

Before I could laugh it off, the idea took hold of me. My mind flashed on my recent spate of dates, all guys who were around my age. Nothing especially wrong with any of them, but they’d all lacked something — a certain fire.

Wouldn’t it be nice, I thought, to go to bed with a man who was full of lustful energy, who still found sex fresh and astounding. Surely only a young buck could give me that.

“I’m in,” I said.

On the appointed evening, we both wore short black dresses. Carly looked dynamite in hers, the tight garment showing off her gorgeous body, and I liked how I appeared in my similar getup. We both had serious cleavage going on.

“Damn, you got nice tits!” Carly said saucily.

“And your butt should have a frame around it — it’s a masterpiece!” I replied.

We laughed like fools, but our endeavor was dead serious.

I’d built up the evening’s potential in my mind. I envisioned my dream stud: tall, toned and handsome with a face so fresh it glowed with youthful spirit.

And he’d also have a big, hard cock.

Carly and I went off into the night. Our expectations were high, our spirits bright. We went to a dance club I hadn’t been to in some while.

As the music pounded and bodies gyrated, lights whirled around us in a rainbow of colors. We grabbed a couple of overpriced drinks at the bar and scoped out the scene.

There was plenty of young meat on display. But every guy was either already hooked up or traveling with a boisterous pack. We needed a couple of strays.

We tried striking up individual conversations, but all we got were those blank stares Carly detested. I started to feel demoralized. Even when I put my serious flirt on, the 20-year-old dudes I’d approached didn’t take the bait. They didn’t even seem to realize I was flirting with them.

I went to the bathroom to check my makeup, thinking Carly and I should probably call it quits. But when I emerged, a man was standing there. He was young, tall and handsome, and he looked like he had a fine body.

He started to talk to me, but then ducked his head, looking defeated. Almost bashful.

“Did you want to say something?” I asked.

He looked up shyly and said, “Yeah. You and your friend are the hottest chicks in here. But every time I hit on a woman your age, I get shot down.”

I gave him a smoldering smile as wicked thoughts flooded my head.

“You have a friend with you tonight?”

“Yes,” he said, suddenly hopeful. “Gary’s with me. Let me get him!

I’m Tim.”

I fetched Carly, and Tim grabbed Gary, who was also young and studly. We left the club and headed to the guys’ place. They looked like they couldn’t believe their luck.

In their apartment, there were no walls or partitions. The space was a giant open loft. I let Tim lead me to one bed, while Gary escorted Carly to the other.

I pulled Tim into my arms and laid my mouth on his. I kissed him hard and deep, pressing my tits against his fine body. His cock immediately swelled in his jeans.

At the other bed, Carly was already undressing Gary. So I did the same to my man, peeling off Tim’s clothes and marveling at his young physique. His cock was like a bar of steel.

With a quick snap and a shimmy, I was out of my dress. Tim and I tumbled onto the bed, his mouth gaping as he looked me up and down. I pushed him onto his back and resumed kissing him. His tongue was bold as it energetically tangled with mine.

Then I shifted downward, kissing a trail down his pecs and washboard abs. When he realized where I was headed, he moaned.

Wait ’til I’m sucking you!I said in

my head.

Eagerly, I swooped down onto his cock, swallowing him in an instant and working him aggressively with my lips and tongue.

Tim cried out, “Oh! Oh! Oh!”

His reaction was gratifying. In a final lunge, I deep-throated him and let my tongue dance on his hefty shaft.

I cradled his balls while I sucked his dick. Lost in ecstasy, he helplessly writhed on the bed, his fingers clawing at the mattress. I was tempted to make him shoot in my mouth, but my dripping pussy wanted attention.

I climbed onto him, taking his spit-wet length up into me with a gasp. His cock was every bit as perfect as I’d hoped. I planted my palms on his chest and began to ride him with slow undulations of my hips. I savored the sweet reaming of my pussy. My clit was singing a high lovely song, and warming pleasure radiated through me.

Tim’s face was etched with ecstasy, and the sight gave me a perverse thrill. I rode him a bit faster, and he thrust up into me, spearing me to the core.

I broke into a gallop atop him as my cresting climax reached its peak. While my orgasm overtook me, Tim let out a savage howl and spurted cream into me.

Only after my pleasure began to wane did I look over at the other bed. Carly and Gary must have just finished up. She appeared to be the proverbial cat who’d eaten the canary, while he wore a look of profound wonder, like he’d just had the best lay of his young life.

That might have been the case.

Carly and I traded grins, and our guys each gave one another enthusiastic thumbs-up. Then, to my surprise, they hopped off their respective beds and went padding past one another.

Gary climbed onto the mattress where I lay. His cock was already getting hard again — what a perfect boy!

Gary gazed rapturously at my body before I pulled him down for a hungry kiss. He groped my tits and plucked

my nipples while I squeezed his muscular ass.

Across the way, Tim and Carly were full of passion and zest as they got down to business. They looked beautiful together.

I took Gary’s cock in my hand, and he groaned as I pumped him.

“You do that so good!” he groaned.

While it was fun to tease him, I needed more.

I shifted our positions and lifted my knees toward my chest before saying, “Don’t make me wait, stud.”

Gary eagerly moved into place. He set his swollen cockhead against my slick slit and sank himself inside me.

His cock was just as big as his pal’s. He buried himself in my pussy over and over as breathless words spilled past his lips: “So good, so good.”

With my legs pulled up, I felt every inch as he penetrated me deeply. Each stroke lit me up with a new wave of pleasure.

Gary expertly used every bit of his formidable cock to please me. He

pulled out until only the tip of his dick was still in me before driving himself balls-deep into my pussy. He wasn’t rushing, and I encouraged him with little coos and sighs.

Before long, he built up speed, snapping his hips rhythmically. I rocked beneath him and felt his balls spanking me.

“Fuck me, baby!” I said. “Fuck me hard!”

His eyes popped wide with shock, and for a second he almost lost his rhythm. I guessed no woman had ever talked dirty to him. So I really laid it on: “Fuck my cunt! Pound my fucking pussy!”

He did as he was told. I could see he was headed fast for the point of no return, and he hammered into me wildly. My own wicked climax was gathering — a perfect complement to the sweet orgasm I’d had with Tim.

At the last second, I cried out, “Shoot on my tits!”

With a wordless cry, Gary pulled out and sprayed his come all over my heaving breasts as pleasure ricocheted through me.

I was sure it was a night our young studs would never forget — and neither would I.