Pete and me had been friends for years, since school in fact. We always had a laugh together and our parents also got on well, we had even all holidayed together. Pete and me were like brothers some would say.
We are both from one child families. Pete and me were approaching our 18th Birthdays in a matter of weeks, and god we were looking forward to it. Our families were planning a party for the both of us; we couldn’t wait.
Now I am 6’2″ with dark hair and eyes. Sporty build, muscles in the right places, flat abs etc. Pete was much the same, though I was taller and larger in the trouser department.
I had been a bit of a late developer, in my younger days at school I would be teased about my ‘small cock’, Pete always defended me. He wasn’t packing a lot, but he hung about 5 inches soft in the gym showers, whereas I was about 3 inches soft. Pretty embarrasing.
As I grew older, taller, muscely etc so did my cock, sometime it scared me, it seemed to grow every day. Approaching 18 I was now packing an uncut specimen that hung 7 inches soft, and a proud, and thick, 9.5 inches hard.
Like I said Pete was like a brother to me and I often hung out at his house. It was approaching July the month of our birthdays, I was 1 week older than Pete, and I was struggling to think of something to buy my friend. So I called over to his house for some advice from his Mum and Dad.
The door was opened by his mum, Mel. Now Mel was quite attractive for someone approaching her forties, she was 38. She stood about 5’8 with short dark hair, piercing green eyes and great figure. Many a time had a jacked one off to the thought of Pete’s mum, especially in her bikini which she used to wear in the garden when it was sunny.
“Hey Bill, c’mon in,” the gorgeous Mel said.
“Hi Mel. I’m struggling with ideas for Pete for his birthday, I wanna get him something special.” I said as I entered.
Mel closed the door behind me and we walked through to the living room. She offered me a drink of juice, which I accepted as it was a warm day. The french doors were open to their garden, and a warm breeze was blowing through the house, I watched Mel’s cute ass toddle off in the direction of the kitchen. She had a T shirt and shorts and flip flops on her feet. She looked delectable.
She returned with my juice, she had one too and sat in the chair opposite me. She crossed her legs. Her nipples could be seen through the t-shirt, I couldn’t tell whether she had a bra on or not.
“So where Tom,” (Pete’s Dad) I said.
“Ohh, he got called into work to sort some problems out and Pete’s gone to the library to do some study.”
“Yeah he said he was going to, that’s why I cam over for your advice.”
We talked for about 30 minutes about a suitable present and decided on getting him an iPod, the new design one. His parents were getting him a new laptop.
“It’s a great day today, really hot in the garden Bill, shall we go into the garden?” Asked Mel.
Mel got out of the chair and came across to get my glass, and I felt her hand brush mine. She smiled, like she always does, but there seemed to be more to that hand brush.
In the garden were wo sun loungers and one of those large inflatable pools about 10 foot across.
“Great you got the pool out,” I said.
“Yeah we put it up yesterday,” Mel smiled.
“Bet it’s great in weather like this.”
“You betcha Bill, I was going to take a dip before you called.”
“Ohh sorry,” I said, “I will leave you too it.”
“Don’t be silly, there’s room for us both you know, you’re not shy are you.”
“Course not Mel, you know me, but I haven’t got any trunks.” I was only wearing some Cargo shorts and a white t-shirt and trainers. “If I had known I would have brought my swim trunks.”
The thought of seeing Mel in a bikini was so horny, I felt a familiar twitch in my groin, not growing, just a twitch.
“Well I am sure that Pete must have something that you can wear, c’mon”, with that she skipped back into the house, her ass looked peachy.
“You coming?” Mel shouted from inside the house. “Ohh I would love to be coming,” I thought.
“On my way,” with that I got up of the lounger and headed into the house and followed Mel up the stairs. I couldn’t help staring at her ass, yum. Mel sort of looked back at me and smiled ‘Pete’s bound to have something, you are about the same sort of size’. If only she knew we were different, I was packing more than her son.
We walked down the hall to Pete’s bedroom which was surprisingly tidy. Pete’s room was opposite his Mom and Dad’s room, and their room was also tidy with a large king size bed in the middle of the room. Mel made a beeline to a set of drawers against the wall and opened the bottom drawer, she pulled out some speedos, ‘They look a little small Mel’ I laughed. She agreed.
“Tell you what, why don’t you keep looking while I go change into my bikini.” With that she walked across to her room and started looking through her drawers. I had to stop staring. I looked at the swimwear in Pete’s drawer and decided on some white swim shorts.
I glanced across the hall, Mel had her back to me and was removing her t-shirt. Yep, as I thought she didn’t have a bra on, she turned sideways and I caught my first glance of her outline. Nice firm tits, about 36C, she looked like she had large nipples and areola that protruded from her fleshy mounds. I am sure she saw me look, I turned away and began to remove my t-shirt.
I am proud of my body and a reasonably ripped, good chest and shoulder definition, smooth and a reasonable toned tum. I felty like I was being watched, I turned and Mel was smiling at me from across the hall, her tits encapsulated by a lovely red bikini top which only covered her tits.
“Hey, looking good Mel!” She in response laughed, “you naughty boy…”
I continued to de-clothe and removed by shorts, I was wearing CK briefs today, ones that my package fitted into well, though a little swollen from my glimpse of Mel before. I heard a whistle from across the hall. “Whoop whoop!” Mel shouted. I turned and laughed at her. She was now in her bikini and God did she look hot. I sensed Mel checking my bod out, was I imagining it?
“Nice ass,” she laughed. She was now stood in Pete’s doorway, my CK’s were round my ankles and I was about to flick them off my feet. My cock was swinging low, though felt engorged it wasn’t at the semi state, but looked good, even if I say so myself.
I picked up the swim shorts off the bed and slipped my legs in, Mel was definitely checking my ass out, I loved it. I thought two can play this game and turned slightly as I was pulling them up so Mel caught of glimpse of my schlong as I put it into the shorts. Yep, she was checking me out. I tucked him away and made sure he looked good in them.
‘Right, ready now’ I said. ‘Yep, you look ready Bill’ replied Mel with a smile and glint in her eye.
We proceeded back into the garden, grabbing a beer on the way, and headed for the pool. The weather was great, the sun was shining and it was hot and the pool was cooling.
Mel and me chatted about this and that, as you do. “Want another beer?” As she finished her bottle, “hell, why not?” I watched as Mel climbed the small steps, dripping wet, water shimmering on her, her bikini bottoms slightly into her ass crack.
My God, I was having real horny thoughts about Mel, here we were just me and her, in her garden, in the heat, drinking beer having a laugh. Life was sweet.
I watched Mel returning, her hip sway, her tits her whole body. Yep I was definitely getting a semi now, and these swim shorts were not the best choice as they felt a little tight. I even loved the way she opened her mouth to drink from the beer bottle, imagining that it was my dripping cock head.
Mel passed me my beer which I took several large gulps out off. I watched mesmerized as Mel re-entered the pool and sunk down into the water. We chatted about most things, then she started to ask about girlfriends. I wasn’t shy and told her about my previous four conquests. Not once mentioning the size of my cock though and how some of my previous girlfriends had been scared of it. I wonder if Mel would be. My mind wondered off, images of the naked Mel salivating over my cock and her pussy taking it all running through my head. My cock was stirring, it must have been the company, the heat and the beer.
Mel confessed she hadn’t had many lovers, only about six or so. “Some were memorable,” she mused, and smiled at me with a naughty look.
“How so, Mel? How were they memorable?” I quizzed.
“Bill, I don’t want to make you blush,” she giggled. “Go and get some more beers and I might tell you and loosen up.” Loosen up I thought, I want to loosen your mouth and pussy up Mel.
Then it dawned on me, I was packing a reasonable semi and she wanted me to get more beers, the thought of standing up both scared and excited me. What the heck.
I stood up in the water, Mel was about four or five feet away from me, she was definitely watching me as I stood. I brushed the water off my chest and abs and flicked some in Mel’s direction. ‘Hey’ she shouted, but too late I had turned and was just getting out of the pool when I felt her hand strike my ass. “I’ll get you for that,” as I headed towards the house, away from the pool. Then I heard a wolf whistle, “nice ass!” Mel shouted. I paused in my tracks and gave it a wiggle for her. “Two can play these games,” I thought. Another wolf whistle and a “whoop whoop” followed my wiggle.
In the kitchen I got a couple of beers from the fridge and watched Mel leaning back against the pool, her breasts just above the waterline. I checked my package and gave it an adjust, to make it look good you understand.
I headed back to the pool, Mel definitely watched me walk over. I casually took a swig of beer, then stopped and did several of my muscle man poses for her, which made her laugh out loud and applaud.
“Hope your ass ain’t stinging from that smack before,” she said as I got in. “No,” I replied, “but how does it look?” I promptly turned to show her my ass. She reached out and rubbed my butt cheeks, “yeah they are HARD,” she groaned. She continued to feel them, it felt so nice, soft and warm. I was still above water level. Mel gave my cheeks another couple of playful smacks. She was definitely toying with me now. I took the bull by the horns and put my fingers in my waistband to lower the shorts over my ass.
“Whooooeee,” cried Mel. Then all of a sudden I sensed her real close, then I felt her kiss my butt cheeks. My cock was growing in the confines of Pete’s shorts, but her kisses on my butt felt nice. I turned quickly. “Hey now” feigning a complaint.
Mel’s face was almost directly in line with my crotch now. “Ohhh my God Bill” were the first words from her mouth. She was sizing me up alright. The I felt her hands running up the backs of my legs onto my butt cheeks again. She pulled me a little closer, my crotch literally inches from her face.
‘Is that you in there’ she said, looking up at me. I blushed, ‘Yep’ I replied. Mel’s hands were still rubbing my butt cheeks. ‘It looks, well, BIG’ she said. I just gave her a little smile. Mel rose out of the water, amazingly close to me, I felt her breast against my body as she stood up. She gave me a little grin and spun me round so my back was to hers. She again started fondling my hard ass. She was good. Then her hands worked their way up my back, over my sculptured shoulders.
“You have grown into a man, haven’t you Bill” I felt her breath on the back of my neck as she blew onto it, then her soft lips on my neck. “Guess so… Mel.” Her hands had worked there way forward and were rubbing my chest, then around my nipples.
This was insanely erotic, I was getting it on with my best friends mum, a woman who had been like a mum to me. She pinched my nipples, ‘You like that huh’ she said, telling by the reaction from my nipples which were very erect. In fact I could feel hard nipples in my back too. Her hands started lowering down my abs, I tossed my head back and turned my head slightly to be met with a warm tongue flicking out of Mel’s mouth. I kissed it, sucked it, then we kissed. Her hands were at the waistband of Pete’s shorts then she was there, her hand caressing my bulge, she moaned.
God this felt so good, she was groping my cock through the shorts, feeling its girth then my balls. I was definitely stiffening at her deft hands. I turned to face Mel, and we fell into a deep passionate kiss and I pulled her real close, bending my knees slightly so that my crotch was level with hers and started girating my hips. She now tossed her head back, I ran my hands up and down her back, stopping at the bikini top and I dared to release the clasp.
She stopped me. Had I blown it. ‘Not here she said, let’s go to the loungers’ We stepped out of the pool, giggling like teenagers, fuck I was a teenager. Mel was still holding her bikini top against her tits when we got to the loungers. She turned to face me and pulled it off.
My cock jerked appreciation. Her breasts were magnificent, nice and firm and her nipples were to die for, big and puffy stood atop real dark, ridged areola. I was in heaven, or about to be taken there. Pete’s mom gave a coy look. “I’ve shown you mine, you show me yours.”
I looked her in the eye and winked, stooped over and pulled Pete’s shorts down. Her eyes widened like saucers. My cock, not fully hard yet, was protruding out from my pubes horizontally about 9 inches. It started bobbing as it hardened.
Mel walked over to me and reached out, feeling the weight of my cock. I think she approved. “Hey this is unfair I said, I am the only one naked,” I said to her. “Ohhh silly me,” she let go of my heavy meat and turned her back to me. Then, the MILF bent over and pulled her bikini bottoms down, god a heavenly ass, I could make out her pussy between her legs.
She pulled them from her feet and stayed bent over and opened her legs shoulder width apart, and gave me full view of her pussy, which was clean shaven with nice pouting lips. Her hand came from between her legs and stoked a finger through her pussy lips. Then she stood walked toward me with the moist outstretched finger and put it into my mouth. SO sweet!
Mel looked down at my cock which was now at full mast, pointing up toward the sky, the foreskin rolled back behind my head. She stroked it, and a little drop of pre cum appeared at the tip.
Mel’s warm hands on my shaft felt fucking great. She pulled my foreskin as far back as it would go then proceeded to pull it forward again, over it’s swollen plum-colored head. She repeated this for a couple of minutes, God I was in heaven as I watched her hand milking my shaft. She leaned into me and was kissing my neck, soft tender kisses. I moved my hands up the sides of her body.
“You have a fucking huge cock Bill!” My friend’s mother moaned. “A fucking hot body… and a great… giant… cock… Yum-yum!’
“Your body is awesome too, Mel.” I moved my hands towards her firm breasts. They felt warm and so soft. A moan escaped her mouth as I brushed her nipples, just light feathery stokes. Mel was still pumping my cock in a nice steady rhythm. From stroking her nipples I started gently pinching them.
“Ohhh yeah Bill, I like that,” I continued my assault on those heavenly globes, paying more and more attention to her nipples which had grown very large & hard, and her areola had swollen too, mounted with those fabulously erect nipples. I lowered my head and flicked my tongue out at a nipple, spurred on by her approval. She let go of my cock, which stayed strong & didn’t flinch, and man was it fucking hard, the tip oozing precum. She offered me her other nipple to devour by pushing her tits together.
“Mel your tits are great, baby,” I said
She giggled, “you are one hot fucker Bill, and you’re making me very, very horny!” I smiled up at her from her tits and winked, “good!” Mel moved back from me, perching herself on the end of one of the sun loungers and beckoned me over. How was I to refuse? As I got closer, her outstretched hand made a beeline for my throbbing cock and pulled me closer to her. Mel opened her mouth and ran her tongue over the engorged tip, not putting it into her mouth, but licking all around it. Heaven! Then she licked the underneath of my shaft, from the top of my balls to the tip, following the line of my fat cum tube.
My cock looked amazing as she was licking it, savoring it. She then started licking the topside of my cock from pubes to the tip, licking the thick vein protruding on the top. “I love your cock Bill’ she mumbled between licks. My cock wet with her saliva. I felt she was missing out so bent slightly and again resumed my assault on her nipples. As I was doing this she subconsciously parted her thighs a bit, I could clearly see she was wet, her lips of her cunt were glistening and they were plump and swollen, open like the petals of a flower. Nestled between her full lips was her clit, protruding now, like a small cock.
Then my cock felt enveloped by warm wetness, I looked down to see my cock head had disappeared into Mel’s open lips, open wide to accommodate my fat fucking cock. She kept going down until I could feel the back of her throat, about 3 or 4 inches in, I could hear her breathing heavily from her nostrils, then back up she came till only just the very tip was at her lips, then back down again. Mel reached up and cupped my big balls, feeling their weight in her hand, tugging on them. I tilted my head back in ecstasy. Was this really happening? My best friends mum was devouring my cock. I felt her other hand grab the base of my shaft and start slowly wanking my cock into her luscious mouth.
God this felt amazing. I watched as my cock disappeared down her throat, there seemed to be more and more going in. She would withdraw my cock to just the tip and then dive back down. Her breathing was very heavy. She left go of my balls and I watched as she traced her nipples with her fingertips then lowered her hand down further until it reached her cunt. She toyed with her lips, feeling how wet they were and gently rubbed on her clit. This was one horny lady. She let my cock fall from her mouth to grab some air; it was glistening with her spit.
“You liked that Bill?’ She winked at me. “Yeah, can’t you tell?” I responded grabbing my engorged cock at the base, I lowered my head towards her nipples again and started nibbling on them. A gasp escaped Mel’s mouth. Her hand was still on her soaked pussy. She leaned further back on the lounger.
I felt her pushing my head down, past her navel towards her cunt. A cunt that smelt so sweet. I looked and watched her fingers toying with her clit. I leaned in and flicked my tongue over it. “Oh yes baby’ she moaned. Her cunt tasted sweet, and smelt erotically musky and I loved it. My tongue circled her swollen clit, soft gentle circles, round and round. I then went further down and licked at her swollen lips that were very prominent and lapped at them, like a cat laps at cream. I felt her hand on my head, her fingers digging into my scalp, pushing me closer into her. My nose nuzzled against her clit as I feasted on her inner pussy, feeling the softness of the insides on my tongue.
I brought a hand up and gently inserted a finger in. “Ohhh YEAH!” Mel yelped. My finger delved right in feeling her wetness exploring the hot, slippery folds within, all the while still licking her. I then dared put another finger in, which her cunt welcomed with ease. I withdrew my fingers and put them into my mouth and sucked off her sweet juices. I looked up at Mel, her eyes were closed, a glow on her face.
I went back to her cunt and continued licking her, sticking my tongue into her now, fucking her with my tongue. I never knew a cunt could taste so good. I licked further down towards her ass. She lifted her legs up on to the lounger and raised her hips. I ran my tongue over her asshole, her breathing was ragged and rasping now, and back up I returned to her moistness. I continued this for a couple of minutes, all the while my cock still aching.
Suddenly, Mel pulled my mouth onto her cunt, forcefully. She tensed, my tongue in her cunt and that’s when I felt it, felt her walls of her lovely juicy cunt convulse around my tongue, heard her moaning “Ohhh I’m going to cum Bill’, her climax shuddering through her body. This was intense. Then she clasped my head in her hands, pulling me up to kiss me deeply & passionately, as the final pulses of her orgasm ebbed away, kissing her juices off my lips.
“That felt fantastic!” she exclaimed, “I haven’t cum that hard in a long while Bill.” I smiled at her “I loved it too you hot fucker,” I said hoping she would not be offended by my response. I was now lying between her legs; my cock, though not fully hard, was resting against her cunt lips. I could feel the wetness on my shaft.
“Mmmm, still got something for me, huh Bill?” I kissed her passionately, my tongue darting into her mouth. “Guess so,” I said as I grabbed my cock and gently rubbed it against her along her slippery wet cunt. A big grin came across her face. Her hand went down to my cock and she rubbed it against her clit, closing her eyes as she did so, bringing me back to full hardness again.
She continued to rub my cock head against her wet lips and clit, my cock was throbbing and aching, precum oozing from the tip. I was gently thrusting my hips and could feel my cock head pushing into her cunt a little. Mel let go of my cock and got up off the lounger. I had blown it, or so I thought. Mel pushed me down onto the lounger so I was lying flat, my cock sticking out from my body like a ships mast. She straddled my hips and took hold of my cock, looking at me all the while with passionate eyes, a wanton look on her face. She rubbed my cock against her cunt. Releasing me she slowly lowered herself onto my fat cock.
“Ohhh my God!” My friend’s mother shrieked, “you are sooo fucking big Bill!” She continued to lower herself down. My cock head was now in her sweet, hot hole. I resisted the urge to thrust my hips up. Mel was biting her bottom lip as she continued down, feeling me cock stretch her, watching it disappear into her cunt was awesome. She was about halfway down my shaft when she came back up again till just my tip was at her entrance, she circled her hips and went back down again, more and more of my cock disappearing into her. Her cunt felt hot and tight. Pleasurable moans escaping from her mouth. I slowly started to thrust my hips, nice and steady as she continued to suck my cock into her cunt.
“Ohhh yes baby, fuck me!” Mel moaned, as my thrusts became more forceful, my cock almost fully in her. Her hands were playing with her nipples, pinching them, making them harder. Her cunt juices flowing down my shaft, making my cock wetter. This was an awesome fuck that was for sure. “You feel so BIG in me,” she said, “stretching me with your young cock Bill.”
“Is this virgin territory, Mel?” I asked daringly, really questioning how much bigger I am than her husband. “Yeesss! God! Yesss! Tom is sooo small. I needed this BIG thing.”
Hearing her talk this way only made me want to fuck her faster and harder. My cock was still not in all the way. She leaned forward and kissed me, hot wet forceful kisses, as I thrust my young cock into her. She tensed as another orgasm flowed through her body; I reached up and pinched her nipples as it did so, feeling her cunt grip my cock.
“Good God, YES!” My cock still steadily pounding into her. As her orgasm ebbed away she sat up, my cock still buried into her and reached round and stroked my balls. “Have you got anything for me boy’ she said lustfully. Her hands felt warm on my balls, a finger stroking softly between my balls and ass. “I want your spunk in me Bill!” Pete’s mother demanded while squeezing my balls.
I raised myself up onto my elbows and continued my thrusts into her cunt. Mel then surprised me by getting up off my cock, I watched as it slapped against my belly, all wet with sweet cunt juices. Mel took my hand and pulled my up off the lounger and headed towards the house.
My cock showed no signs of weakening as it pointed out from my body. Mel headed towards the sofa. I took hold of her hips and put her over the arms of the sofa and opened her legs, her wet cunt open for me. I moved towards her and pressed my cock at her slit, it almost sucked me in. My cock re-entering her again fro behind, thrusting my hips forward till I was right in, my cock fully buried in her.
Mel was starting to meet my thrusts, pushing her hot cunt onto my cock. “Fuck me big boy!” Mel pleaded, “you are sooo fucking good!” This spurred me on further and I was driving my cock into her, my balls slapping against her cunt and a drove in. I was taking long forceful strokes, taking my cock almost out then driving back in. I could feel my own orgasm approaching, my balls no longer dangling heavily down had tightened in my sack.
“Ohhh God I’m gonna cum!” Mel announced as I took a firm hold of her hips and drove my cock really deep into her. I held it there, feeling her orgasm pulsating round my cock again. “I’m gonna cum Mel, God yeah, I’m gonna cum’ I moaned. I felt my cock get bigger, stiffer as my own orgasm swept through me. Feeling my cock head swelling further, forcefully pumping cum into her hot cunt whilst still buried deep in her. “I can feel it squirting in me’ she said. Sweat was dripping off my brow and chest onto her back as I spurted into her. I reached round and pulled her up, pulled her into my body as my orgasm subsided, kissing her neck then her open waiting mouth.
I could feel my cock wilting in her as I moved back and let it slip from her cunt, my cock glistening with both Mel’s juices and mine. “That was amazing Bill, I have never cum like that before’ she said smiling. “It was pretty fucking intense Mel, you are a great fuck’ I replied. Mel looked me in the eyes and kissed me passionately our tongues wrestling in each other’s mouths. Her hands brushed across my sweaty chest and tweaked a nipple as we continued our deep kissing, my hands running up and down her back, paying particular attention to her sweet arse.
Mel’s hand trailed down my body and felt my wilting cock and gave it a squeeze. A drop of cum appeared at the tip. She took in on her finger and placed in onto her tongue for me to see, then she came in to kiss me, I could taste my own cum on her tongue and I could feel my cock swelling at her touch. Mel then took my hand and guided it to her cunt and trailed my finger through her moist, cum covered lips. She brought my finger up to my mouth and I sucked on it and she kissed me again. Her cunt juices mixed with my own cum tasted great.
“Fancy a shower?” Mel asked. How could I refuse as we headed towards the stairs, my best friends mom leading the way.