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THE COUGAR TALES



The Grateful Milf







Oduse David O.

















Copyright © 2019 by Oduse David.

All Rights Reserved.

No part of this book may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system, without prior written permission from the author.



This book is a work of fiction. Any resemblance with any person, either living or dead is a pure coincidence with the author's imaginations.



















CHAPTER ONE

"Can you fix it?" Joe asked from over my shoulder as I peered at his frozen computer screen.

"For the third time, I think so." I replied, bringing up the task manager, "And do you think you could back off a little? I like you, but you're not exactly who I want breathing in my ear."

"Sorry." Joe moved from behind me and sat in the chair next to me.

"But all my school works on there, plus since dad took the lap top, my mother's been using this too." He sighed, "It's all we have right now."

"Hey, no worries." I gave him a confident smile,

"I'll get it going."

Joe nodded and began tapping his fingers nervously on the old kitchen table he was using as a desk. I felt a pang of sympathy for my best friend. His asshole father had been caught cheating a few months ago with his intern and the divorce had been ugly and cost Joe's mother her entire savings to be able to keep the house. Money was tight for them and I knew something like this was a huge deal.

Looking through the list of programs I wondered for the hundredth time why Joe's father cheated in the first place. Joe's mom, Melanie, was fucking hot; so hot that for three straight years the guys in our home room had voted her sexiest Milf.

Much to Joe's chagrin, I had showed a picture of her to the guys in our fraternity and it looked like she was going to win at the college level as well. What his idiot father thought he was getting from some young girl, he couldn't get at home, who knew?

Not that I had ever been with a woman older than me, but all the porn videos and even regular movies made older woman out to be a damn wild ride. One thing was for certain, I'd be lying if I ever tried to tell Joe I had never beat off to the visual of his mother taking me for said wild ride.

"I feel stupid," Joe cut into my less than pure thoughts, "But my father always handled the tech stuff. If it's not an art program I don't know what I'm doing."

"It's cool Joe. We're all good at different shit." I frowned at the screen. "Hey, says there's a program running on this called protect your pc."

"Mom went on a site and that popped up." He shrugged "Norton expired and it's pricey so she downloaded it."

"It's a virus itself." I explained, "It gets in your computer, slows it up then wants you to sign up for it so it can fix itself."

"So we're screwed?" he sighed.

"Nope." I waved my hand at him, "I'll upload AVG. It will wipe it out."

"But we don't have any..."

"Free." I put my hand up while shutting the computer down. "Before I upload it though, I'm going to go through that disaster under the table, make sure everything is hooked up right."

Joe looked down to the mess of tangled wires and plugs. "Yeah, dad hooked this up for me and as you can see he did a shitty job, I was going to try, but not sure what's what."

"I'll make it neat." I pushed my chair back and sliding off, crawled under the table and began unplugging everything from the wall.

"Man Phil, I really owe you for this."

"Hey, that's what friends are for."

"Yeah, but you don't have to keep fixing all the crap I mess up."

"I don't have to do anything," I assured him while tackling the tedious process of unknotting the wires and tracing them to their origin behind the pc and printer.

"Hey, you boys want anything?"

At the sound of Melanie's voice, I turned my head from the wires and found myself staring at her bare feet. Her nails were painted deep red and she was wearing a silver ring on the middle toe of each foot. There was a small colorful butterfly tattooed on the top of her left foot and I could just imagine those feet against my shoulders, or bent behind her ears. I grinned at the thought you knew a woman was hot when even her damn feet could turn you on.

Forgetting about the cables in my hands I let my gaze work my way up her legs. Melanie had a rose tattooed on her ankle, the stem wrapping around her leg and a small unicorn on the calf of her other leg.

Those calves were pretty damn fine even when she was barefoot, but when she was in those fuck me heels she wore to her new part time waitressing job, they were mind blowing.

The table only allowed me to see just over her knees and I wondered what she was wearing; maybe a nice tight pair of shorts, or perhaps a skirt?

Melanie worked in an office during the day and generally wore skirts that, although not improper, tended to be above the knee.

"I'm all set mom." Joe answered.

"What about you, Phil, would you like some iced tea or a Coke?"

"No thanks, Mrs. Wilson." I replied, trying to refocus on the task at hand rather than the legs of my best friend's mother.

"Hey, Mom, Phil said the computer's okay; he just has to put a free program on it."

"Really?" Melanie squatted down so she could look at me "That's great Phil! Thank you!"

I couldn't answer right away for fear of my mouth opening and staying open. Melanie was wearing a short black skirt and when she squatted, not only had it ridden up, but her legs were wide open.

I could see straight up her skirt and was confronted with the view of a white thong between her tanned thighs. Melanie was not exactly slender; having a delightful set of curves to her mature form and her lush thighs looked soft and inviting.

Not as inviting as that thin strip of white material looked, but I was sure they would be fun to kiss before getting to the sweet spot between them.

"Phil?" she prodded.

"Yeah, um, n...no problem." I stammered, forcing my eyes from between her legs.

That was a mistake as my eyes widened at the sight of her large breasts protruding from her low cut sleeveless red blouse. This was one of her waitressing ensembles I was a huge fan of, and even on all fours under the table, my cock was stirring.

The tops of her well rounded tits were tanned, but I could see the creamy skin of her lower breast down the shirt. Under the revealing top was a red bra which consisted of such flimsy red lace I could make out the shadow of her nipples.

"Earth to Phil!" she whistled and I felt myself blushing and hoping to hell she hadn't noticed me gawking.

"Oh, sorry!" I held up the cord to their speakers,

"I was just trying to figure out where this goes."

"Beats me," she shrugged, causing her tits to jiggle, "All I know is the tab always goes in the slot." She sighed, "At least that's how I remember it, but it's been awhile."

"Mom!" Joe exclaimed.

"Mom, what?" she rolled her big brown eyes,

"You guys are nineteen, not nine." She gave me a huge smile, her teeth white and perfect between her full ruby red lips, "Not boys anymore, but men. Right, Phil?"

Feeling like a horny kid, I nonetheless agreed, "Yup, young men."

"Good looking ones as well." My eyes widened as those words were accompanied by a wink. She was still squatting and had to know she was giving me a show; was she flirting with me?

Don't be an idiot; I thought even as I took in her long curly sandy brown hair and wondering what it would look like across my stomach.

"But what I was saying Phil before you got distracted by..." she gave a meaningful pause that deepened my blush, "Where to stick your plug, that it's not Mrs. anymore, I'm divorced, remember?"

"Sorry," I nodded as I plugged the USB into the back of the computer.

Her crack about thinking about where to put my plug had my hand trembling as I imagined my personal plug slipping into a soft, wet, and much older slot. "You're welcome Miss Wilson."

"Melanie. You're not a little kid anymore and you've always been respectful. Melanie is fine from now on."

"Okay." I kept my eyes down and focused on the wires in front of me.

"Thank you again for all your help. Phil." She went on, "The pc today, last week you unblocked my cell phone when I locked myself out of it and you even helped Joe rake the leaves."

"Anything I can do to help." I replied.

"I just wish I could pay you somehow." She frowned, "But you know, things are tough."

"No worries."

"Well you don't have too, and it's appreciated."

"I don't have to do anything," I answered out of habit.

"You are a good boy, always were" She laughed,

"I always wonder if you could ever be a bad boy."

Another leading remark? If it was, I wondered if they were lost on Joe. We were best friends since elementary school and told each other everything. He was more than aware I thought his mom was hot. In fact, occasionally I would bust his balls about it. He took it with his usual good nature, but knew all I was doing was looking. Right now, it really seemed as if his mom was screwing with me and I hoped it was going over his head.

"Hey, Joe." I called out, reminding her, her son was there, "Turn that on will you?"

"Its on." Joe said, then when the sound of windows starting blared through the speakers he exclaimed, "Hey, we got sound again!"

"Yeah," I made my way from underneath the table. "Your father hooked it up wrong."

"He was probably thinking about his other hook up." Melanie standing up and moving so I could crawl out and get to my feet.

"Forget it mom," Joe said, "His loss, your gain, we're better off without him."

Melanie tousled his brown hair and nodded, "You're a good son Joe, and already a better man than your father."

"And one with his I-tunes back!" Joe laughed and picking up his headphones put them on as he started bringing other items up on the PC.

She turned to face me and putting her hands on my shoulder kissed me on the cheek, "You too, Phil, your folks raised a good boy."

"Thank you."

"You're going to make some young lady very happy." She stared into my eyes and leaning forward added, "Or maybe an older one, who knows?"

"Um, okay." I shot a nervous look over to Joe, who was oblivious between the music and the computer.

"Women my age are a sucker for cute young guys with big blue eyes like yours." She tousled my hair the way she had Joe's, "blue eyes and black hair is a nice combination you know."

"Thanks," I muttered.

I took a nervous step back and she looked as if she were trying not to laugh. That sealed it, she was screwing with me. She was newly single and flirting, just trying to get me going and having some fun. I was let down she was mocking me, but relieved too, if she had been hitting on me, what would I do? Joe was...

"Don't suppose you're handy self can fix a lawnmower?" she raised her eyebrows.

"I don't think so, yours broke again?"

"Yeah, last week and the lawn looks like crap." She sighed, "Maybe I'll have to splurge and pay a landscaper." She winked again, "Maybe he'd accept something besides cash, some of those young guys are awfully cute."

"I...uh, could let Joe use my dad's. He can pick it up or I can bring it over."

"Phil, you're a lifesaver!" She kissed my cheek again, "Honey, I owe you big time!"

"Don't worry about it."

"No, I will worry about it." She tapped my chest, "I'm not sure how yet, but I'm going to do something nice for you for all your help."

"No, really," I protested.

Looking at Joe to make sure he wasn't paying attention, she whispered, "And for helping Joe, he's having a tough time with this and you've been a rock to him, he talks to you more than me sometimes and I know you're a good influence so really, Phil, thank you."

"That's' what friends are for." I smiled, "He would do it for me."

"Absolutely." She gave me a sultry smile, "There's benefits to being friends, or is that friends with benefits?"

"Well, I..."

"Shit!" she looked at her watch, "I have to get to the bar." She sighed, "Time to shake my money maker so to speak. Who would have thought a business degree would lead to this?"

She turned away and as she did, pulled one of the buds, from Joe's ear. "Honey, Phil is going to get his dad's mower, think you can get to it soon?"

"Shit, mom, I have school and work the next four days and nights. Plus Rebecca's getting pissed I haven't been around much."

"You don't work on Thursdays," she said over her shoulder as she walked over to the couch where her purse was.

"I took extra shifts remember? It will cover the car insurance this month."

"You're right." She waved her hand disgustedly, "Get to it when you can honey, I'm sorry you have to work so hard."

"It's okay, mom, you're not the one who should be sorry."

As they spoke I admired the swing of Melanie's hips as she made her way across the room.

Watching her, the word busty came to mind, that would be the best way to describe her curby form.

Her full hips gave her a nice figure and matched her well rounded ass, and those impressive tits.

When she reached the couch, she bent over; causing her skirt to rise again and I could just make out the curve of her ass cheek.

Alarmed, I glanced over at Joe to see him sitting there, staring at the computer disgustedly, and probably trying to figure out when he could take care of the lawn. Glancing back, I saw Melanie was now sitting on the couch and putting her shoes on.

I swallowed as I took in the red stiletto heels and the straps she was winding up her leg to tie behind her knees. She was bending over and I could see straight down her blouse again.

When she finished, she stood and with a wave to me, walked towards the door. The shoes made her well shaped legs look even better and I could feel a stirring between my legs. When she closed the door behind her I turned back to Joe, "So why don't you move over and I'll install the antivirus?"

Joe nodded and slid his chair over. As I satdown next to him and brought up the AVG site, I could feel him staring at me.

"Something wrong?" I asked.

"Sorry about my mom." He told me.

"What do you mean?"

"Come on, Phil, I'm not dumb, she was flirting with you."

"I don't think she..."

He waved his hand, "Don't worry, I'm not mad at you." He shrugged, "Her either I suppose. She hasn't been out since the divorce and I think she's kind of...I don't know. In heat."

"That's not a nice thing to say about your mother," I laughed.

"Better than what a lot of the guys we know say about her."

He gave me clap on the shoulder, "Not you though, you didn't play along cause you're not a pig like them, you like my mom cause she's sweet, not cause she's hot."

"Right." I nodded, feeling more than a little guilty, but added, "She is hot though."

"I know, I've been hearing it my whole life." He sat back in the chair, "Tell you what, its awful to say, but I wish she would get laid, I think it would cheer her up and be good for her." He looked at me, "What do you think?"

"I would love to see her cheered up." I told him honestly, but leaving out the fact I wouldn't mind being the one to make her happy.



















CHAPTER TWO

I stopped pushing the mower and reaching down to the bottle holder I'd clipped to the push bar, removed the Gatorade and took several long swallows. Leaning on the mower, I gave a tired sigh, but looking at Joe and Melanie's nearly finished lawn felt a sense of satisfaction.

I was originally supposed to just leave the mower in their garage so Joe could do it Saturday, but once I got there, decided to just go ahead and do it for them.

Joe was starting to have a hard time in school because he was working so much and if he had to do the lawn Saturday that would take even more time away from his studying. I certainly couldn't picture Melanie doing it.

Well, I could, sort of. I grinned at the pleasant visual of her sweet round bottom jiggling as she pushed the heavy mower up and down the lawn.

But in reality, she was working two jobs and could use a break as well.

I put the bottle back and grabbing the bottom of the grey tank top I was wearing, pulled it up and wiped my face off with it. It was just after seven and close to dusk.

It wasn't all that warm, but I'd been mowing for damn near an hour and a half and had worked up a sweat. Running my fingers through my hair, I stretched my arms over my head and bent to the side cracking my back.

Looking at the last part of the yard, I figured it would take another half hour to finish. Leaning over, I grabbed the cord and preparing to pull, smiled at the thought of how surprised Melanie would be when she came home.

I yanked the cord and the mower sputtered and died. I tried again, with the same result and bracing my foot on top of it, yanked as hard as I could.

The old machine roared to life, bit once again, petered out. "Come on, you piece of crap!" I gave the mower a swift kick with my booted foot.

"Phil, what are you doing?"

I jumped and turned around to see Melanie behind me. She must have pulled into the driveway while I was screwing with the mower.

She had just come from work and her appearance right now was the opposite of her night job persona.

Melanie was wearing a knee length black skirt with a white blouse. The blouse was open to reveal a sleeveless shirt underneath that was tight and, although not improper, showed off her ample chest.

Her hair was pinned up and she was wearing a conservative pair of black heels. All she needed was glasses and she would have been sporting the hot librarian look. Right now she had her arms across her chest, pushing her tits out even more and I quickly brought my eyes up to meet hers.

"Well?"

"I'm mowing your lawn." I told her, "You needed it..."

"I can see that." She rolled her eyes, "But why? Joe said he would do it."

"Joe needs to study." I explained, still keeping my eyes on her face. "I'm lucky, I only have to work a couple nights a week and have some extra time. I don't want to see Joe run ragged."

"I appreciate that." She sighed, "I was going to do it tonight while he was working so he couldn't yell at me."

"Then I'm glad I did it. A lady should never have to do this."

"Phil, either you are really sweet or really smooth!" she laughed, "But either way thank you. You didn't have to..."

"I don't have to do anything." I winked at her. "I do things because I want to. I like to help my friends."

Melanie paused and her brown eyes left mine. She appeared to be staring at my chest and as I watched her eyes gave me a slow up and down.

"I like to help my friends too, Phil." She said softly, "In fact I would love to do something nice for you right now."

"You would?" my eyes widened as my mind filled with the image of Melanie sinking to her knees in front of me.

She ran her hand down my arm, "I would very much like to do something nice for you. Will you let me?"

"I...of course." I said my heart pounding so hard I thought it was going to go through my chest.

"Good answer." She purred, "Because I would love too..."

She leaned closer to me and as she paused, I whispered, "Love to what?"

"Make you dinner!" she said, "I have ribs in the crock pot and I'll make some corn on the cob and salad, how's that sound?"

Unless ribs and corn was another way of saying fuck me, I had just let my little head run away with the big one. Feeling like an idiot, I forced a smile, "That's okay; I'll eat later at home."

"Aw come on!" she batted her eye lashes at me.

"Joe's working until midnight and if you don't stay, I have to eat all alone again." She pushed her lips into a pout and looking up at me through her long lashes she added, "You wouldn't want me to be lonely, would you Phil?"



"Well..."

"Please?" she smiled, "It's the least I can do for how nice you've been. Come on, stay for dinner."

"Well," I gave her a nervous laugh. "I guess when a woman asks that nicely a man should do what she wants."

"I like that answer." She said, again giving me that look I now knew was just for show. "Make sure you remember that."

Stepping back from me she asked, "How long for you to finish?"

"About twenty minutes I guess."

"Good, when you're done, come on in and I'll have something hot and spicy waiting for you."

"The ribs are spicy?" I asked.

"Well yeah," she frowned, "What else would I be talking about?"

"Nothing." I said quickly, my face beginning to heat up as I'd made myself look stupid again.

Melanie looked as if she were going to say something else, but reaching down, I gave the cord a hard yank and mercifully the mower started.













CHAPTER THREE

I entered Joe's house through the side door that led into the kitchen and was assailed by the smell of the ribs. Taking a deep breath, I heard my stomach growl and thought maybe dinner wasn't a bad idea after all.

Walking through the empty kitchen, it dawned on me that ribs in the crock pot told me there was nothing going on here, but me keeping Melanie company and letting her do something nice for me.

Again, I felt that wave of mixed feelings. A little disappointed she wasn't one of those hot milfs from the porn world that paid young guys with sex, but glad because it would really be kind of low seeing Joe was my friend. I stood in the kitchen looking around and wondering if I should just sit when, Melanie called out.

"Hey, Phil?"

I turned and looking down the hallway saw her poking her head out of the room she used as her office.

"Hey, what's up?" I asked, "We going to eat in here?"

"Sure, but..." she gave me a big smile, "Do you think you could do one more thing for me?"

"Sure," I answered leaving the kitchen. "What do you need?"

"The window in my bedroom is stuck. I think it swelled with all the humidity we've had. Can you get it up for me?"

I almost laughed at that obvious remark, but refusing to be toyed with anymore, kept my composure. "I think I can get it up for you."

"Great!"

She remained in the doorway with just her head peering out, her hands on the doorframe. I looked at her red fingernails and wondering why she wasn't coming out when she looked down and frowned.

"Do you mind taking your boots off, I just cleaned the rugs."

I followed her gaze down to my grass stained boots and shrugged, "Yeah, no problem."

"Thanks! I'll meet you in the kitchen!" She slipped back in the room and closed the door.

Leaning against the wall, I removed my boots, leaving them in the hallway and entered her bedroom. I headed over to the two windows across from me, then stopped when I realized the air conditioner in one of them was blasting.

Why would she want me to open the window?

Nevertheless I walked over to it and was just putting my hands on the top, when I heard,

"So, what do you think, baby?"

Baby? I turned from the window and unlike the other day under the desk; I failed to succeed in keeping my jaw from dropping. Melanie was standing in the doorway wearing a short black nightie ,the top of which was transparent lace.

Even from across the room, I could clearly make out her pink nipples, her hard pink nipples.

"Well?" she asked, stepping into the room and closing the door behind her, "Do you think you can do it?"

"D...do what?" I stuttered as she sauntered over to me.

The slinky black lingerie barely fell to her upper thigh and was sheer enough for me to make out a black thong between her smooth thighs. Her full hips were swaying seductively as she approached me and when she stopped no more than a foot in front of me, she smiled, "Get it up for me!"

"The window?" I asked like an idiot as my heart began racing.

"No, silly." She giggled and the sound of it sent a surge of excitement through me, but nowhere near as much as what she said next.



Leaning over, she rose up on the tips of her bare toes and whispered, "I'm talking about your cock."

"Oh my god!" I gasped, then immediately began to blush as I had just made myself sound like even more of a moron.

"Hmm," she purred in my ear, "I like the sound of that, but I think it will sound better when I say it while you're fucking me."

"Miss..."

"Melanie." She corrected me. Leaning back just enough to look me in the eye, she placed her hands on my arms, "You're a big boy now Phil, you can call me by my first name." she giggled again, "Unless there's other things you want to call me."

She gave me a wink then made a show of running her pink tongue across her red lips. Her tits were pressing against me and I was acutely aware of her nipples poking me in the chest.

Unsure of what to do, I kept my arms at my sides. Part of me wanted to touch her, but a bigger part felt it would be wrong.

"What's the matter, sweetie? Cat got your tongue? I hope not because I was hoping it would be my pussy that would get it."



"I..." taking a deep breath, I forced out the other thought going through my mind. "Are you messing with me?"

"I'd like to be." She widened her blue eyes and rubbed her soft hands along my arms. "Hmm, you know Phil, for a long time whenever I thought of you, I thought of that geeky little kid that used to come over and play X-box."

Giving my arms a hard squeeze, she cooed, "But not a little boy anymore, are you?"

"No, but..."

"But what?" I started to speak, but she put her finger to my lips, "Please don't even try to say you don't want to. I know you, look Phil, not just now, but for a long time."

Stepping back, she raised her hands over her head. That move lifted her tits up to an even better angle and I could feel my cock rising with them.

"Like what you see, baby?"

"Well, I...it's not about that."

"Why not?" This time she put her hands on my chest and running them down though my shirt stopped at my waist. "You going to tell me you haven't thought about it?"

"Um, maybe." I said softly as she worked her hands under my shirt and started running her nails across my stomach



"No maybes." She shook her head, "I know you have, I bet you used to lay there in bed when you slept over and jerk off to me didn't you, Phil?"

I felt my blush return and leaning into my ear she continued, "Did you baby? Did you stroke your nice hard dick to me? Did you think about me doing dirty things for you?"

I jumped when her tongue flicked out and caught my ear lobe, "You think about me sucking your cock? Slipping into your bed and giving you a nice long blow job, then letting you lick my pussy?"

"Damn." Was all I could come up with.

"Hmm, then what?" she sighed, her breath hot on my neck as my cock hardened between my legs.

"Did I ride you? Did I lay back and put my legs up?" she lowered her voice to a sultry whisper, "Or did I put my ass in the air and let you fuck me on my knees?"

"I..." her hair was in my face and I could smell her perfume, she was nuzzling her soft cheek against my neck and her hips were grinding into me. Her hands moved up my chest and I gasped when she caressed my nipples with her fingernails

"Well?"

"All of it." I blurted out, "E..everything, I thought of everything!"

"Good boy, admitting you're a bad boy."

Her hand left my chest and I groaned loudly when she found my cock and squeezed it through my jeans. "Oh, a very bad boy!"

She began rubbing my cock through my pants and no longer able to hold back, I put my hands on her soft hips.

"That's it, you can touch me anywhere you want to." She smiled up at me.

My hands trembling nervously, I slid them up her sides and stopped just below her tits.

"Go ahead," she whispered in my ear, "Grab my tits, feel them the way you've always wanted to." She gave my neck a soft kiss that caused my cock to twitch, under her touch, "The way I want you to."

I hesitated for a moment, but when Melanie kissed my neck again, this one ending with her tongue teasing along my shoulder, I slipped my hands under her round heavy breasts and gave them a gentle squeeze.

'Hmm," she sighed in my ear, "The nipples, honey, play with my nipples."

Still through the nightie, I found her hard nipples with my thumbs and began rubbing them.

Melanie moaned in my ear and I gasped when she began rubbing my cock harder.

"That's it, baby. Play with them, they're all yours! I'm all yours, I..."

She stopped speaking when my hands stopped moving. Over her shoulder, I had just caught a glimpse of a picture of her and Joe on her bureau.

"What's the matter?" she asked, "Are you shy honey, do you need me to..?"

"W...what about Joe?"

I stepped back and dropped my hands from her amazing tits. Melanie shrugged, "We're not going to tell him, Phil."

"Yeah, but it's not right."

"Says who?" putting her hands on my shoulders, she began speaking softly, "Look, honey, this will be perfect for both of us. I get to thank you for all you've done for us and you get to have something you've always wanted."

"I...I'm not sure."

Well that was partly a lie, my cock was pretty damn sure, throbbing painfully and begging to be released from my jeans.

"Besides, Phil, you like to help, don't you?"

"Sure."

"Well, I need help."

Pressing against me, her hand once again found my cock and right or wrong there was no way I could find the will to move her hand. Instead, I closed my eyes as her hand slowly stroked me through my pants.

"I'm lonely Phil, I'm lonely and I'm horny. It's been a long time for me and I need it."

"I...I bet there's a lot of guys who..." I began, but was silenced by her grabbing my jeans and unsnapping them.

"There are, but they're assholes looking to take advantage, besides, they're my age. They're boring and out for themselves. But a nice young man like you?" I closed my eyes as I felt my zipper being pulled down. "You would take good care of me wouldn't you?"

My answer was a whimper of pleasure when her fingers slipped into my underwear and wrapped around my cock.

"Oh, that feels good!" she moaned, "So hard!

So..." she flicked her tongue across her lips, "Young."

"Oh, Melanie," I whimpered as she began stroking my cock while running her lips along my neck.

"I like that." She cooed, "I like how you say that. Besides, as for Joe? He wants me happy, but doesn't really want to know about it, if you know what I mean?'

"Yes." I breathed as she pushed my underwear down over my hips. My eyes rolled back when she added her other hand, caressing my balls as she pumped my aching dick.

"So this way, I can have some fun, with no drama, and him never suspecting who I'm with."

Releasing my balls, she brought her hand up and placing it behind my head, brought my face down to hers.

'What do you say Phil, you want to help out your friends horny mom? You want to give her what she needs?"

Her eyes were closed as she spoke and her head was tilted to the side as she guided my mouth to hers, "Better yet, you going to let me give you what you want?"

Her lips lightly brushed mine just as she stroked the tip of my cock with her fingers and with a low moan, I pressed my lips hard against hers.

Melanie moaned deep in her throat and inspired by that sexy sound, I put my arms around her and pulled her hard against me as we kissed.

Her hand was pinned between us, but she still managed to move it up and down my shaft and my hips rocked, pushing my dripping cock through her now slick hand.

Melanie returned my kiss with more fervor than any other girl I'd ever kissed and her soft full lips felt amazing pressed to mine. She was working her mouth back and forth and as I tried to keep our lips together, she giggled and flicked her tongue teasingly across them. Her fingers were running through my hair and my hands were caressing the smooth soft skin of her back.

I could feel her nipples pressing into my chest and this time I knew once I started playing with them I wasn't going to stop. Her mouth began devouring mine, her kiss even harder than before, and I moaned when her tongue plunged into my mouth.

I eagerly greeted it with mine and as her wet soft tongue probed my mouth, she let my cock go and grabbing the bottom of my shirt tugged it up.

I lifted my arms over my head, and breaking the kiss, let her remove my shirt and toss it to the side.



"Hmm," she ran her hands up and down my bare chest, "No more geeky little kid for sure."

Grabbing my cock she added, "Damn, I can't wait to have this inside me!"

Her words echoed through my mind, holy shit I was really going to fuck her! I...

My thoughts trailed off when stepping back to stand next to the bed, Melanie raised her hands over her head, "My turn?"

Stepping forward, my cock waving between us, I grabbed her nightgown and eagerly pulled it off of her.

"Oh, damn." I said softly as I let it fall to the floor and took in her bare tits.

They were bigger than I'd imagined, but despite their size, were well rounded and still standing up pretty well. Her large pink nipples looked as hard as my cock and her tits were rising and falling as her breathing was as heavy as my own.

My eyes wandered down to stare at the thin patch of black material between her legs and I could just imagine the wet pink lips beneath it. I grabbed her tits and as I had before began stroking her nipples.

This time however there was nothing in between and I couldn't believe how soft her creamy tits felt beneath my hands. Melanie moaned and closed her eyes as I fondled and stroked her swollen pink skin.

Grabbing my shoulders, she turned to the side, causing me to turn with her. With a laugh, she gave me a playful push and I fell into a sitting position on the side of the bed.

"Take those damn clothes off." She pointed at my jeans and my underwear which had slipped back over my cock.



Lifting my hips, I shoved them down to my knees. Melanie grabbed the cuffs and in one practiced motion pulled my socks off as well as my jeans and underwear.

"Oh, look at that nice big cock." She grabbed it for emphasis and I moaned at the sight of myvpre cum oozing out of it. "Oh, I am going to enjoy this," leaning over, she gave my cock a kiss and lifting her lips from it showed me the trail of sticky fluid attached to the head of my dick.

"Fuck me." I whispered.

"Oh, I'm going to, but first, it doesn't seem fair, you get to be naked and not me!"

Melanie pulled her thong down and my now free cock jumped at the sight of her smooth pussy.

She pushed the thong down to her mid thighs and turning around, shook her well rounded ass playfully at me.

"Go ahead," she said, looking over her shoulder,

"Pull it down."

Leaning forward, I took the thin strings in my fingers. There was a small voice in the back of my head that said this wasn't very fair to Joe, but it was overwhelmed by pure lust.

Best friend's mom or not, this was the finest woman I'd ever known and she was going to let me have anything I wanted from her. As I pulled the thong down her legs, Melanie bent over, sticking her ass directly in my face.

With no hesitation I kissed first one cheek of her ass, then the next.

"That's not what you want to kiss, is it?"



Melanie reached back and spreading her ass, exposed her glistening pussy to me. The sight of it inches from my face, caused me to lose all control. Grabbing her hips, I plunged my face between her legs and pushed my tongue into the wet folds of her pussy.

"Oh yes!" she moaned, as I ran my tongue quickly up and down the length of her hot wet flesh.

I took a deep breath and sighed at the sweet scent of her pussy and Melanie began to wiggle her ass, rubbing her wet slit across my face.

My tongue grazed her swollen clit and with a low moan, she started working her hips up and down.

Keeping my tongue still, I let her rub her clit along my tongue and I swore my cock was going to explode just from tasting her.

To my chagrin, Melanie stood up, removing her pussy from my face. Turning to face me, she kicked the thong off and smiled, "Don't worry, baby, I'll give you plenty of time with my pussy, but right now, my tits need some attention."

Standing between my legs, Melanie grabbed the back of my head and pulling it forward, shoved my face into her tit. I certainly didn't mind as I opened wide and eagerly sucked her hard nipple into my mouth. I grabbed her other breast, my fingers capturing her nipple between them as my tongue traced wet circles around her large nipple.

"Oh, just like that baby!" Melanie moaned, "That's what I need!"

I switched off to sucking her other nipple and was not only enjoying having it in my mouth, but all I could smell was her pussy on my face.

Melanie had her arms around me and was rubbing her hands up and down my body, squeezing my arms and shoulders and moaning as I worked my tongue from one delicious nipple to the other.



Bracing her hands on my shoulders, Melanie swung her leg up over mine, then the other so she was straddling me. I gasped as the head of my cock slid through the wet lips of her pussy and wrapping my arm around her waist, tried to slip it inside her.

"Uh-uh!" she giggled, lifting her hips and beginning to tease her hot slit across the yearning tip of my cock. "Not until we play!"

"Please?" I begged around her nipple, "Please ,Melanie?"

"I could get used to that." She laughed, and added, "In fact I think I will be getting used to it. But nice and easy honey, I want to cum! Can you make me cum?"

I paused, unsure of what she wanted, but taking charge, Melanie, grabbed my wrist and shoved my hand between her legs. I started to groan at the feel of her sopping wet pussy beneath my fingers, but was cut off by her shoving her tit back into my mouth.

"Go ahead, baby, stroke that pussy, make me purr!"

She began rocking her hips, shoving her hot moist skin against my fingers. Keeping my arm around her waist and my tongue busy on her nipple, I rubbed two fingers through her lips.

"Inside." She breathed in my ear as she rested her head against mine. "Put your fingers...ohh!"

Her groan was directly in my ear as I eased my fingers inside her. Her pussy was not only sopping wet, but hot and tight. I gasped when she contracted it around my fingers, squeezing them hard. Melanie started to rock up and down, pumping my fingers in and out. Finding her thumb with my clit, I pressed against it and was rewarded with a long moan.

"Yes, oh yes, rub that clit nice and hard!"



I started moving my thumb in circles, pushing her hard button as my fingers plunged inside her amazing pussy.

"That's it!" she groaned, "Nice and fast, I need to cum so bad honey, I...I..."

Her voice trailed off and she started moving her hips harder, driving my fingers deeper inside her.

Melanie was breathing hard in my ear and her fingers were digging into my hair as my lips encircled her pink nipple.

"Right there," she whimpered, her hips now moving in slow circles, while I fingered her and stroked her clit, "Oh, it's been so long, I...I oh, fuck!"

Melanie cried out in my ear so loudly I started to pull back from her tit, but she roughly shoved my mouth right back onto it. I felt her pussy clamp around my fingers again and throwing her head back, Melanie released a long loud squeal that caused my hips to move, rubbing the length of my cock along her inner thigh.

"Don't stop!" she called out, "Oh yesss!"

Melanie cried out again and her hips were bucking so wildly I could barely keep my fingers inside. She was driving up and down, slamming my fingers into her sopping pussy. I could feel her juices dripping down my fingers and with a long shuddering moan, she slumped against me.

"Oh my God." She breathed in my ear, "Oh my God, I needed that!"



Melanie, lifted herself from my fingers and looking down at me, her face flushed and sweating she asked, "And what do you need, Phil?"

"I, um..." As excited as I was I was finding it difficult to tell her I would love for her to return the favor.

"No answer?" she winked, "Okay, how about I just guess?"

Slipping off my lap, she pushed me back onto my elbows and lowering her head took my cock deep into her mouth.

"Oh, fuck!" I exclaimed as her warm wet mouth engulfed my throbbing cock.

Keeping her hands on my thighs, Melanie started bobbing her head taking my entire length down her throat. I moaned like an idiot as I watched my best friend's mother devour my cock right down to the balls. Melanie was moaning each time she took it down and her eyes were closed as if having my cock in her mouth was sheer bliss.

She sank down to her knees and reaching between my legs, began lightly caressing my balls.

"Oh, man." I panted, "Oh my God that feels good!"

Sliding my cock from her mouth with a wet sucking sound, she laughed, "It's supposed to!"

Grabbing my cock she made a show of rubbing my dripping tip along her cheek, "How's it look Phil? How's your nice big dick look against my face?"

"Damn good."

"Feels good too." She quickly sucked the tip into her mouth and released it with a loud smacking sound. "Tastes even better."

Running her tongue down the length of my shaft, she asked, "Think about this Phil? You think about these lips wrapped around your cock? You dream about cumming in my mouth?"

"Yes." I whimpered as she ducked her head and swirled her tongue around my balls.



"I love it!" she purred. Pausing to run her tongue along my balls again she moaned, "I've been thinking of you baby, I know you look, I've always known and the last few months this is all I've thought of, sucking and fucking this nice hard young cock."

"You...you did?" I moaned the words as she started teasing the tip of her tongue along the sensitive edges of the head of my dick.

"Damn straight I did. Not very fair; a good looking boy like you in front of a lonely horny woman like me." She gave my cock a kiss and winked, "But I think I have better things to do with my mouth besides talk, no?"

"Oh, yeah." I nodded.

Melanie laughed, then raising up on her knees, leaned forward and wrapping her huge tits around my cock, took just the head into her mouth. I groaned as she started bouncing up and down, sliding my cock between her soft tits. She was swirling her tongue around the head of my cock, but not sucking, and it was teasing the shit out of me.

I started pumping my hips, causing my cock to push deeper into her mouth and lifting her mouth from my aching purple head, she nodded, "Go ahead, baby, fuck my mouth!"

She wrapped her lips back around my head and remained still. Taking my cue, I began thrusting my hips harder than before. Melanie moaned as my cock shoved deeper into her mouth and she pressed her tits tighter around my thrusting cock.

Her eyes were open this time and as she stared into mine, a surreal feeling came over me. Was I really sitting here naked fucking Joe's mom's tits?

The feeling of her talented tongue sliding along my shaft told me I was and I moaned softly as my thighs began to tremble. As much as I wanted this to last, my cock had been yearning for release since she had walked into the bedroom and my hips started moving faster,

trying to cum as quickly as possible. I whimpered when she popped my cock from her mouth.

Letting her tits fall from my cock, Melanie smiled up at me. "You need to cum baby?"

"Oh please." I whispered, my cock still thrusting against her chest.

"You don't have to beg; after all I'm supposed to be thanking you." She gave my cock a kiss. "So how about you just relax and let me show you how grateful I am?" Melanie giggled and grabbing my cock added, "After all, what says thank you better than a blow job?"

My only answer was a loud groan when she took me deep into her mouth and began bobbing her head again. This time however, she wasn't teasing or taking her time. This time Melanie was sucking my cock as if she was on a mission and I was moaning and whimpering as her soft lips slid rapidly up and down my shaft. I could see her lipstick smeared on my shaft and she was once again moaning as she blew me.

Her hair fell across her face and reaching down; I took it in my hand. Melanie grabbed my wrist and still sucking, placed my hand on the back of her head. I began pushing and pulling, gently guiding her head along my shaft. I looked down her smooth back and could see her hips grinding and her perfect ass shaking back and forth while she sucked off her son's friend. I gasped at the feeling of my cum beginning to build up though my cock and sensing it, Melanie rose higher on her knees.

Placing her hands flat on my thighs, she began taking me all the way to my balls. I lifted my hips and moaned as I watched her giving me an incredible hands free blow job and began fucking her mouth, driving my hips hard into her descending lips. Melanie slid her hand down between my legs and as she gave my balls a squeeze, I cried out as my cock erupted.



"Oh, fuck!" I called out at the feeling of my cock spurting into her eager mouth.

Melanie made a gurgling sound and her eyes rolled back as she continued to suck my squirting cock. My legs were twitching and my hips bucking as I came harder than I ever had before. My cock continued to spurt, sending thick streams of cum down her throat, but Melanie took it all and moaned each time another squirt flowed into her mouth.

With a pathetic sounding whimper, I let go of her hair and let myself fall back onto my elbows, as I fought to catch my breath. Melanie eased my cock from her mouth and after giving it a sweet kiss, opened her mouth to show me her cum coated tongue. She closed her mouth and made a show of swallowing before showing me her now empty mouth.

"Jesus." I breathed "I can't believe I..."

I was cut off by her standing and pushing my chest. As soon as I landed flat the bed, Melanie crawled up next to me and quickly turned around so that her ass was facing me. Before I could react, she swung her leg over my shoulders and rested her head on my thigh.

"Holy shit." I whispered at the sight of her spread cheeks and her pussy inches from my face as she had placed us in a perfect sixty nine.

"Now, you can lick my pussy." She laughed, I didn't need to be told twice. Grabbing her ass, I spread it open and as she rocked back into my face, plunged my tongue directly inside her.

Melanie squealed loudly and started rocking her hips, back and forth sliding my tongue in and out of her succulent pussy.

"Look at you, tongue fucking me!" she called out, "Oh, you bad boy!"

I swirled my tongue around in her wet hole, then sucked hard. I moaned as loud as she did at the sweet taste of her in my mouth and sliding my tongue from inside her hot little box, ran it

through the wet folds of her pussy. Melanie was resting her cheek on my thigh and sighed contentedly as my tongue found her swollen clit.

I started tracing slow circles around it, and moaned when she grabbed my semi hard cock and started to slowly stroke it as I worked her clit with my eager tongue.

"Oh, honey, that feels sooo nice!"

I worked my tongue past her clit and unable to resist, slipped my tongue into her ass. Melanie squealed and laughed, "You are a bad boy!"

I smiled even as I let my tongue pay across her little pink rosebud. I'd never licked a girl's ass before, but that was the point; Melanie was no girl, she was a hot older woman! Melanie began to squirm in my face, sliding her ass back and forth across my tongue before moaning, "My clit baby! I want to cum again!"

I left her ass and finding her clit again, this time took it between my lips and sucked on it.

Melanie started rocking slowly back and forth in rhythm with my gentle sucking. Sliding my hand across her ass, I slipped a finger inside her as I sucked her clit and she squealed her approval.

She leaned further back and I was aware of her soft thighs beginning to tremble against my cheek. The scent and taste of her pussy was driving me wild and I could feel my cock swelling in her hand.

"Lick it, baby!" she moaned, "Lick it nice and hard!"

I did as she asked, pressing my tongue against her clit and swirling it as fast as I could. Melanie groaned then it was my turn as she took my once again hard cock into her mouth. I gasped and had to force myself to keep licking as Melanie blew me as I worked her clit.



She was taking her time, her lips barely around my cock as she eased me in and out of her warm welcoming mouth. It was teasing, but felt incredible. Unlike her mouth, Melanie's hips were moving faster, and she was now pushing her pussy hard against my face. I didn't mind having her sweet hot flesh against me and holding her hips, pinned her against my mouth and started sucking her clit as hard as I dared.

Melanie released my cock long enough to moan.

"Just like that, baby! Just a little more!"

She took my cock back in her mouth and almost immediately screamed around my hard flesh. She slammed her ass back into my face and began grinding her hips, rubbing her pussy up and down my face. My cock was still in her mouth and her muffled moans and squeals added to the thrill of her cumming in my face. Her hips were moving so fast it was hard to keep my lips to her clit,bbut I lifted my head, keeping my face buried in her convulsing pussy.

Melanie removed my cock from her mouth and let loose with a sound that could only be described as a howl. Pulling her quivering pussy from my face, Melanie swung her leg back over me and moving faster than I would have thought she could, spun around so she was facing me.

Placing her hands on my chest, Melanie swung her leg over my hips and with no hesitation drove her sopping wet pussy hard onto my cock.

I cried out as the full length of my dick was buried in her hot, wet and very tight pussy.

"Oh fuck yeah!" she cried out as she let her weight go, impaling herself on my cock.

Sitting straight up, Melanie began to grind her hips back and forth and I whimpered in pleasure as she rode me.

"Fuck you have a nice cock!" she moaned "Oh, honey I'm going to be getting me as much of this dick as you'll let me!"

As much as...?

Even as her words echoed through my stunned mind, Melanie lifted her arms over her head and as I watched began to make a show of sensually grinding back and forth on my cock.

"How do I look?"" she moaned as she looked down at me, her blue eyes bright with lust, "How do I look riding that nice hard dick?"

"Beautiful." I moaned as she clenched her pussy around my throbbing cock. "You're beautiful, Melanie."

"Ohh, smooth talker." She laughed, then placing her hands on either side of my head, leaned over and pushed her nipple into my mouth.

I lay there in heaven, my hands on her hips, her nipple in my mouth and best of all, my cock buried in her hot tight pussy. Melanie moved back and forth, sliding her nipples across my lips, then sitting up, put her hand son my chest and with no warning, began slamming herself up and down on my cock. I cried out as she repeatedly drove herself up and down on me so hard I could feel the bed bouncing beneath us.

"That's what I want!" she groaned, "I want to get fucked! Fuck me!"

She lay down on top of me and started pumping her hips into me. Grabbing her around her waist, I lifted my legs and started fucking her as hard as I could in that position. Melanie started yelping in my ear and the sound caused me to keep trying to fuck her harder. Her nipples were pressing into my chest all I could smell was her pussy on my face. Melanie pushed back up and rolling off me, lay on her back with her legs off the bed.

I all but jumped off the bed and as soon as I stood between her legs, she placed her feet on my shoulders. Grabbing hold of her ankles, I looked down for a brief moment, admiring the sight of her perfect pussy then watched as I drove the length of my cock into it.

"Fuck yeah!" Melanie screamed, her eyes rolling back, "That's it baby! Give it to me! Fuck me like you've dreamed about! Fuck that pussy! It's your pussy baby!"

Holy shit did that sound good! But nowhere near as good as it felt as I slammed my cock deep into her tight little pussy. Leaning forward, I pushed her legs back until her feet were over her head. That lifted her ass off the bed and bracing my arms behind her knees I started fucking her as hard as I could. Melanie let loose with another of those incredibly loud howls and the sound sent my hips plunging eve harder.

"Fuck, fuck, fuck!" she kept crying out. "Oh, baby! Oh look at you fucking me!"


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