OC: Anybody interested in playing the mom of my bestfriend?
just feel free to join

IC: Joey strutted to Bill house bringing his duffel bag, full of clothes. His mom had asked the Henderson's if Joey could stay with them while they where away for the week-end. Joey is practically like family to the henderson's having been bestfriend's with Bill since the 1st grade.

So as Joey arrived at the front walk, he knocked on the door. After several seconds the door opened and it was Mrs. Henderson dressed only in a skimpy short and tank top......

Ding dong.

I dried my hands on a dishtowel and went to answer the front door.

�Hi Joey, come on in.�

�Hey, Ms. G.�

�Bill�s not here right now, his truck broke down on the way back from the lake. I was getting my hair done and couldn�t leave so Liv went to get him. I don�t know when they�ll be back.�

�How was your birthday?� I continued. �It was the big 18, right?�

�Awesome. We partied all night.�

I shuddered. �Don�t tell me, I don�t want to know!�

He laughed and said, �Something smells great.�

�I�m making you a special birthday dinner.�

Joey�s handsome young face lit up, �Fried chicken? And mashed potatoes?�

I smiled at his enthusiasm. �Go toss your stuff in that trash pit Bill calls a bedroom and come help me peel potatoes.�

He obediently trooped upstairs and I returned to the kitchen. When had the boy next door turned into a man? He�d really filled out over the summer; developing broad shoulders, strong arms, and a tight butt I couldn�t help sneaking a peek at as he ascended the stairs.

Whoa! Where did that come from? This was my son�s best friend who I�d known for years. Still�the memory of that boyish yet sexy smile made my stomach flutter.

I set out the potatoes for him to peel and returned to the stove. Joey returned, washed up and began peeling. We worked in companionable silence for a few minutes, then I felt his eyes on me and looked up. His gaze was glued to my chest where my nipples were clearly visible under my thin tank top. I was used to being on my son�s friends� MILF list and typically ignored such things. Tonight, though, it was hard to ignore. I felt a tingling between my thighs and my nipples got even harder.

Clearing my throat a little nervously I looked at what he was doing.

�Joey, who taught you to peel potatoes? You�re hacking them to pieces!�

He grinned again. �You did, Ms. G. You know my mom doesn�t cook.�

I heaved a mock sigh and moved over to the sink. �Look, let me show you.�

I stood beside him, breast brushing against him lightly. Taking his arm, I covered the hand holding the peeler with my own and took the potato in the other hand.

�Do it gently�long, slow strokes��

He drew in a breath at my unintentionally sexy words. I met his eyes, marveling at the clear green eyes with their thick blonde lashes.

He closed them for a moment, as though gathering his courage, then leaned over and kissed me. His lips were soft and sweet.

I dropped the potato and peeler into the sink and wrapped my arms around his neck. He pulled me close, body to body, and we lost ourselves in the kiss.

I was spellbound by her beauty, when Mrs G. opened the door. I thought I saw a goddess infront of me. Boy was she a sight to behold. Her beautiful body was just too much of a temptation for my cock causing it to harden as she invited me to come.

�Bill�s not here right now, his truck broke down on the way back from the lake. I was getting my hair done and couldn�t leave so Liv went to get him. I don�t know when they�ll be back.� she conseled me. Knowing that Bill would not be here made my cock twitch inside me pants as Mrs. G. told me to leave my things in Bill's room and help her peel some potatoes.

I hurried to his room and got down immediately not wanting to spend anymore time away from this goddess. We peeled the potatoes in pregnant silence as I couldn't help staring at Mrs. G's heaving breasts.....Oh how i'd like to carress them in my virgin hands and take those ripened nipples of this older married woman in my mouth......then she startled me by asking asking who taught me to peel potatoes and then she went to my back and gently held my hand, the one holding the peeler, and her other held the one holding the potato...as her deliciously soft breasts brushed across my back.....I couldn't take it any longer so brushing aside all good sense I turned to her and pulled her to me and gently kissed her on the lips ....Oooohhhh her lips tasted so sweet. She dropped the potatoes and wrapped her soft arms around my neck and returned my kisses passionately. Dying to taste this beautiful mature lady...I pulled off from our passionate embrace and slowly ran my hands up and under her tank top groping for her sumptuous breasts and when i've located them gently played with her soft lustful titties drawing a passionate moan from my best friend's mom.

Encouraged by her reaction, I lifted her top and exposed her soft warm breasts to my lustful eyes and then I hungrily devoured her delicious bosoms.

"hhhhaaaaaaaaa.......Joey.....It's been sooooo long!" Mrs. G cried out in pure ecstasy as I suckled her luscious bosoms.

Then all of a sudden we heard a car pull up the driveway, causing us to pull away from each, and straightening ourselves. After a couple of minutes I heard the front door open and

"Honey....I'm home!"

It was Bill's dad.....Mrs. G's husband

I was out back by the pool reading one of those trashy summer paperback books and sipping on some ice tea when the phone rang. I picked up the cordless.

"Hello"

"Liv, it's me Toni. I need a big favor. Bill's truck has broken down on the way back from the lake. His friend Joey is due here any minute, and as always, I can't reach Jim on his cell phone. Would you be a doll and go get Bill? Don't worry about his beat up old truck. I'll have Jim worry about it whenever he finally gets here. I will owe you big time."

"Sure Hon, not a problem. Jeff is gone on business for a few days and I was just catching some rays. Glad to help"

"You're a lifesaver. He said he was about 2 miles from Butler's Marina on Old Highway 6."

"Old 6? I thought that was closed for repairs."

"It is, but you know Bill and that 4 wheel drive. He thinks he can Go anywhere. I don't think where he broke down is bad though."

"Good, Jeff took the SUV so all I have is Jeff's old Miata. My car is being serviced."

"There's the doorbell. It must be Joey and I have not even had a chance to shower and change clothes."

"Go girl. I'll get Bill."

I hung up the phone and went inside to change out of my suit before jumping in the Miata and heading out to get Bill. I kept the top down on the car and had the radio volume up loud as the wind blew through my hair.

I thought about Toni. She and I had been friends ever since they moved onto the cul de sac. Her husband Jim and mine, Jeff, played golf together all the time. Now that Bill had started college, Toni and I had spent a lot more time together having coffee, shopping and other girl things. I know it would shock Toni if she knew how much more girl things I would like to do with her.

I have had a bi streak in me ever since some wild days in college. Jeff knows it and accepts it, although he does not want me to let him know when I satisfy a craving. It has been almost 4 years since my last tryst. I never had thought of Toni in that way until recently. We were talking at a Christmas party, Toni had a little too much wine, and she let it slip that she and Jim almost never had sex anymore. Maybe once every 6 weeks after Jim had to much to drink and it would last a couple of minutes max, then Jim would pass out before Toni even had a chance to climax.

Then at our block New Years Eve party we both had a little to much and at Midnight we kissed and Toni's mouth was opened slightly and I slid my tongue in. She responded immediately and we drew catcalls from everyone. I had brushed it aside but now that summer was here, seeing Toni in her bathing suit, my interest was once again stirred.

I came to the "Road Closed" sign for Highway 6 and eased around it. Sure enough, just over the first hill sat Bill and his red truck on the shoulder.

" Fancy meeting you here," I laughed as I pulled to a stop beside the vehicle.

" Hi Ms. Little. Sorry to be so much trouble"

"No trouble. Hop in."

Bill was shirtless and wore only a baggy bathing suit that was the style for men these days. He was built like his Dad, about 5'10" and stocky. Jim was pretty flabby these days but Bill was solid as a rock. My hand brushed against one of his massive thighs as I shifted the car and we pulled away from his truck.

I fumbled with my cell phone as I called Toni to let her know everything was okay and we were headed back.

"That's funny. No answer." I said as I looked over at Bill.

He just shurgged his shoulders and looked out the windshield. It looked like a substantial tent had formed in his lap.

Toni is just plain sexy. I fantasize about her all the time. But, we seem to be out of synch when it comes to the bedroom and that is a source of frustration I think for us both. She wants me to be spontaneous so I took off the afternoon to see if we can get things into �synch� before Bill�s buddy comes over for the weekend.



When I arrived at home I saw an unfamiliar pair of shoes in the hall.



�Honey�I�m home�, I called and shortly my wife emerged from the kitchen. God, she looked great. Her braless breasts bobbed beneath a thin tank top. Her nipples were clearly visible. Boy, what I wouldn�t give to hang around the house in one of her afternoons. She�s always told me that for some reason afternoons make her horny; that is her time of day she�d tell me - precisely why I decided to pay a visit on this one.



I advanced an awkward kiss on her and she quickly told me we have a guest. �Joey�s here dear�for the weekend�remember?�



�I didn�t expect him so early�, I responded with disappointment.



�Hello�, Joey said as he stepped into the hall. I didn�t recognize him as the kid my boy befriended years ago. That kid was thin and this one is built like a brick shit house. I sucked in my gut and offered my hand.



I could tell Toni was taken by him because she kept eyeing him up as we exchanged greetings. I also noticed that Joey�s shorts were unzipped. I guess some things never change.



�Why are you home, Jim?� Toni questioned. She must have been busy because her hair was all out of place and she was obviously sweating.



�I just thought we could spend the afternoon together that�s all�, I offered.



Trying to salvage my afternoon off I asked Joey to excuse us and invited Toni upstairs. She suggested I hop in the shower and she�ll be along once she�s done in the kitchen. I agreed and headed off.



Upstairs I started my water, did a few push ups (to pump up the muscles a bit, heh heh) and stripped. Just before stepping foot in the shower I watched the water pressure drop and then resume. I realized the dishwasher or washing machine must�ve been on. I called out for Toni to cut it off and heard no response. Grabbing a towel, I trotted down the stairs.



I passed the laundry room and nothing. No machine whirring away in here. As I approached the kitchen I heard muffled sounds. Gripping my towel closed in one hand, I pressed the kitchen door forward and saw my wife on her knees in front of Joey. Joey leaned against the kitchen counter while Toni gripped his cock and stroked it into her mouth. Anger and betrayal fleeted by quickly and I let the towel fall to the floor as my own member swelled and craved attention�

We were lucky that Mr. G didn't caught us both in those very compromising positions.....Mrs. G hurriedly went out the kitchen and met her husband.

"Hello Joey!" Mr. G greeted me as I stepped out to the hall, he had his arms around his wife's waist making me cringe in jealousy....
"Damn! I would be the one holding her right now if her husband hadn't not come home so early." I muttered to myself .

"Joey could you excuse us for a moment?" Mr. G told me as he led her beautiful wife upstairs to there bedroom, making me all the more frustrated. But as luck would have it, after a couple of minutes Mrs. G came back down and made her way to the kitchen.

I followed her to the kitchen, and when I got there Mrs. G was bent over the sink washing some dishes. My hormones got the better of me, so against better judgement I went up behind unzipped my pants, pulled out my cock, her held her waist and ground my now hardening cock against her very soft behind.

"No, Joey....we can't my husbands upstairs....no!" Mrs. G protested as I guided her petite hand to my throbbing member.

Instinctively, her soft hand girded around my angry cock as she slowly stroked my manhood.

"Oooooohhhhhh.....Mrs. G.....you've made so horny I just have to get some relief....Ooooooooohhhhh!" I moaned in appreciation, then in my utter amazement Mrs. G turned around and kneeled in front of me then took my pulsating cock into her burning mouth.

"Haaaaaahhhh......hhhhaaaaaahhhh....."I cried out in pure delight as this older woman treated my cock with a very intense blowjob. In and out of her experienced mouth, licking and slurping on my viened member each delicious stroke bringing me higher and higher until I felt somthing burst inside, as I sprayed my cum into her waiting mouth....streams after streams of my hot white cum soiled her face. Lazily stroking my slowly softening cock

"Joey? I really need you to return the favor honey?" Mrs G. asked me as she sat on top of the counter and pulled the crotch of her very skimpy shorts aside and offered me her glistening pussy.

Astonished by the first naked pussy that I have ever seen, I quickly plunged into her burning bush, frantically licking and sucking her drenched pussy.

"No....take it slowly.....lick it here.....yes that's it....yessssssss." Mrs. G guided me to where my juvenile tongue should be, causing her to push my head deeper in between her thighs.

"Haaaaaaahhh.........oooooohhhhhhhhh........Joey.....that's it baby!" Mrs. G groaned as her body squirmed on top of the counter, forcing me to grab hold of her buttock to settle her down, but it was to no avail has her body shuddered, her hands pushing my head deeper into her as my face got soaked by her love juices. After her violent reaction to my tonguing her pussy her body went limp and collapsed on to the counter top. After a couple of minutes, both of us regaining our strength's she pulled to her, gave a very wet kiss and whispered in to me

"I've got to have your cock inside me Joey!"

"I'd really love that Mrs G?" I answered her.

Then all of a sudden we heard her husband call out.

"Toni....honey where are you?"

I sat on the side of the road on the rusted-out tailgate of my truck. I'd gone to help out with my uncle's boat out on the lake in the morning, but I knew I had to be back in time for the birthday thing our folks were throwing for my buddy, Joey. He was a month and four days younger than me, so we'd been damn near twins, virtually inseperable, since his family moved into the neighborhood when we were both just kids.

Everybody I knew asked me the same question, "What the hell do you need a four-wheel drive around here for? Besides, the one you've got's a piece of shit?"

My sly response was always, "You never know when you're gonna get stuck in the mud or something. With this, I don't have to call a stinkin' tow truck. You only think it's a piece of shit 'cause it isn't yours."

Now, after trying to pound my way back the "shortcut" from the lake, over the place on 6 where they'd knocked out the road to put in the new bypass, I was starting to believe the piece of shit stuff. For the last three months, damn near every cent I made at work went into this fucking truck. When I heard the metallic "SNAP" after coming up and over what used to be the edge of the ditch (I will admit I was hotdogging a little, but when you've got a 4-wheel-drive, you've just *gotta*! Otherwise, what's the point?), and the truck just came to a dead stop, engine still running, I knew I'd just fucked up something royal.

Once I'd gotten the profanity thing over with, and started to come to grips with my situation, I pulled my cell out and called home. I felt like a real shithead, explaining to Mom what'd happened. Hell, I couldn't even see what was broken! Mom had been one of the more outspoken ones about my choice of vehicle. She didn't call it a piece of shit, like Joey and the guys at work did, but she used more ladylike, motherly terms to say basically the same thing.

I hadn't thought it was too hot while I was driving, and when I was working on Uncle Jerry's boat, it was still pretty cool, so I wasn't prepared for how hot it was just standing still, broke down by the side of the road. I could see the "Road Closed" sign from where I was, just to rub it in a little. Mom told me she'd send somebody after me, but that it'd be a while, and she'd have my dad take care of the truck later.

While I waited, I grabbed the half-drunk bottle of Pepsi out from under the seat and nursed that, even though it was warm, flat and pretty much tasted terrible. When it got too hot waiting in the cab, I stripped off my T-shirt and opened the tailgate. Even though I was out in the sun there, at least there was a little breeze that wasn't getting in the windows.

It seemed like it took forever for somebody to come. I laid on the tailgate for a while, shielding my eyes from the sun with my arm, until I heard a car coming slowly up the rough, neglected pavement. Glancing in the direction of the sound, I saw Mr. Little's old silver Miata coming my way. My first thought was, 'Better not come too much closer. Once the pavement stops completely, that thing's a goner.'

Fortunately for the driver, they stopped just short of the end of what road was left. Considering the vehicle, I expected to see Joey's dad come out. Imagine my pleased surprise when I saw his mom emerge from behind the darkened windshield.

Now, I'll admit, I think Joey and I both developed crushes on each other's mom when we were about 9. As we got older, I don't think that interest changed much. My mom was good-looking, but she was my mom. Ew. Joey's mom, on the other hand... no "ew" factor there. As I got older, Liv Little got sexier and sexier, and while I sneaked men's mags from my dad's stash and jacked off to them, more and more I found myself visualizing Joey's mom in the place of the girls in the magazines. I also found myself using her as the standard for my selection of girls to date. Anybody not measuring up... no such luck. I guess I was really limiting myself, there were an armload of really knockout babes my age who would have given almost anything to go out with me (as far as I knew), but I couldn't get beyond Liv Little.

"Fancy meeting you here," she laughed in that melodious voice she has.

I sat up on the tailgate. "Hi, Mrs. Little. Sorry to be so much trouble."

This was difficult. I couldn't remember being alone with Joey's mom. There seemed to always be somebody else around. I felt a twitch in my shorts at the thought. As you can well imagine, my crush had become, over the last few years, lust. In my eyes, Liv Little simply got more sexy as the years went on. Probably that would change after a while, but at the moment, she was the best-looking woman I knew of.

She smiled at my politeness, something I'd had hammered into me when very young, and a trait I knew most adults admired in someone my age. I loved this woman's smile. It said, without words, that everything was going to be okay.

"No problem," Mrs. Little responded, "Come on. Hop on in." She headed back to the car.

I groaned when I saw her ass swaying back and forth in the tight shorts she'd put on. Each step she took made my cock harder and harder. I thanked god my swim pants were baggy, otherwise I'd be making a hell of a bulge. I wondered for a minute if she'd deliberately worn what she'd put on, for my benefit, then dismissed that thought as wishful thinking.

By the time I was to the car, I was as stiff as a board. I wished I'd have grabbed my T-shirt, thinking maybe it might hide my erection.

When I sat down, my cock caught on the fabric of my shorts and it stood straight up, making a little circus tent of my pants.

Suddenly, I got a bold thought and just decided not to straighten myself out.. I found I wasn't embarrassed anymore, like I had been walking to the car. I was through hiding what I felt for this woman, and this was the most obvious way to show it.

Mrs. Little hadn't noticed, because she'd been on her cell. She turned to me and caught herself, "Funny, no answer..." She *had* to have seen the tent my cock had caused in my pants. I wasn't going to say anything. In fact, my new-found bravado told me to act like nothing unusual was happening. With a shrug, I turned from her stunned face and looked out the windshield, at my piece of shit truck.

I jumped at the sound of Jim�s voice. I had asked him to please finish his shower and I�d be upstairs shortly. His fascination with the sight of me with Joey�s cock in my mouth aroused me and I whispered, �Be patient, it�ll be worth it.�

�Joey,� I said, �straighten your clothes and let�s go upstairs.�

He looked at me in astonishment. �But Mr. G��

I smiled. �Trust me, everything will be fine.�

I led Joey up the stairs, putting a little extra wiggle in the hips just for fun.

We entered the bedroom where Jim was laying on the king size bed in a pair of black silk boxers. Joey fidgeted nervously but didn�t say anything.

�Joey, you sit here.� I installed him in a wingback chair in the corner of the room. �Mr. G and I are going to have some fun now and if you�re very good, we�ll let you join us later.�

Moving over to the bed I slowly removed my tank top and tossed it across the room. The shorts and lacy panties followed. Both men were watching every move. I put a knee onto the bed and moved until I was straddling Jim�s middle. My pussy was still wet and swollen from Joey�s attention earlier.

I laced my fingers with his and dropped my head until our lips met. We kissed more passionately than we had in years, his tongue thrusting into my mouth and making me moan. He kissed his way across my cheeks, then began to lick my ear. I shivered and felt my nipples harden, grinding my crotch across the huge bulge in his boxers.

Looking across the room, I noticed that Joey was already hard again. He had unzipped his baggy shorts and was stroking away.

Jim�s and my eyes met, �Oh to be that young� he muttered ruefully. I laughed and wiggled against his throbbing hard-on, �I don�t know, you feel pretty good to me.�

�You�re going to feel even better,� he promised. He reached up and caressed my breasts, playing with the sensitive nipples until I moaned.

�Jim, I want you to fuck me. I need to feel you inside me.�

�Mmmmhmmm, in a minute. I�m busy right now.� I felt his clever fingers move down my chest, across my stomach, and move to the damp place between my thighs. He stroked and caressed until I was panting and squirming.

In his chair, Joey was stroking his hard young cock and watching us intently, thinking this was better than and porno flick he�d ever �borrowed� from his dad�s collection. He really wanted to put his hands on Ms. G, or better yet his cock, but he was afraid if he interrupted they�d make him leave.

�Jim,� I begged. �Please! Put your cock in me.�

Jim was obviously enjoying being master of the situation. �I don�t know. I think you need to be taught a lesson for what I walked in on in the kitchen.�

He moved me off him, arranging my body until I was kneeling between his spread legs. With his hands on the back of my head he guided me to him, whispering, �Suck my dick like you were doing Joey�s when I walked in.�

I took him into my mouth and began licking and sucking furiously. Knowing Joey was sitting there watching us gave me an extra thrill.

The look on Joey�s face was classic. �He�s never had this before and now he�s having the best�, I thought to myself moments ago. But turnabout is fair play. I watch now as Toni�s mouth encircles my own cock and this kid sits there in amazement. He�ll need therapy for this one.

My wife hasn�t sucked my cock like this in forever. She feverishly bobbed on me while plunging her fingers into her pussy fucking her hand hard. Her other hand shifted between cupping my balls and drawing my member further into her mouth.

I glanced again at Joey. He was obviously pacing himself not wanting to cum from watching alone. He adjusted himself often in the chair nervously; probably fearing taking a step forward but hardly having the patience to wait.

Toni let me slip out of her mouth and gasped breathily saying, �Someone has to fuck me and fuck me now.� I�ve fantasized about her with other men before but never before was it just put on a plate for me like this. I thought about it for a moment and shot a look at Joey. He looked frightened. What a way for a guy to lose his cherry.

I knelt down to Toni and looked into her eyes. I gave her a soft kiss on the lips and whispered that I loved her. Her eyes smiled and she kissed me back as she crawled to the bed. As Toni eased herself into the pillows she beckoned the two of us with her hands outstretched. Joey gave me a pleading look that made me laugh and I made my approach on Toni with Joey following.

We climbed onto the bed and Toni took a cock in each hand. Joey�s prick was thinner than my own but it was at least a good inch and a half longer. Toni was in heaven. She tickled her nipples and slapped her tits with our rods. She could guide and direct us all she wanted from this vantage point. I looked down at her swollen pussy and wanted it so badly. It was as if she could feel my gaze slipping inside of her because she would drive her hips forward slightly like someone was already gently making love to her.

The next move would be hers�

I don't know if it was the trashy novel, my thoughts of Toni, or what, but seeing Bill's youthful erection so obvious under his bathing suit was like a lightning rod, and I was about to strike.

I pulled the Miata to a stop about a quarter mile before the Road Closed sign, beside an idle bulldozer and turned towards Bill, who looked at me with questioning eyes.

"We've known each other a long time Bill. Can I ask you something?"

"Sure Ms. Little."

I looked down at his lap, "Did I cause that?"

"Ah, well, ah, Gee I'm sorry Ms. Little."

"Don't apologize, Silly. It's the nicest compliment I've gotten in a while."

Bill sat in awkward silence though I did see a slight twich in his suit as his tent got even larger.

"Do you have a girlfriend Bill, to help you with that?"

"Ah, not right now."

"Then I guess you must jack off a lot, don't you?"

"Oh wow, Ms. Little" Bill stammered as his face turned bright red.

"It's okay Bill. Every man does it from the time they figure it out until the day they die. It's normal"

Bill stared into my face but wouldn't make eye contact as his cheeks turned even a brighter shade of red.

"Can I ask you something else Bill?"

"Yes Ms. Little"

"Have you ever thought about me while you jacked off?"

"Oh God yes. All the time." Bill blurted out quickly before turning his face away.

"Will you jack off for me now, Bill?"

"What? Right here in the open?"

"No one's around Sweetie, cept me. And I just love to watch big, strong men rub their dicks and shoot their loads over me"

Bill looked around nervously before moving his hands down his sides and pushing his bathing suit slowly down his legs.He had trouble getting the material over his swollen cock before it popped free, it's plumlike head reaching straight up to his navel. Clear juice oozed from the angry red slit at the top.

"Stroke it for me"

Bill wrapped his fist around his dick and began to rapidly stroke himself.

"Slow down Sweetie. This should be a marathon, not a sprint."

Bill did as I asked.

"Tell me, do you think about my tits while you play with yourself?" I asked before reaching up and touching my breasts through my top.

"Ah huh"

With my cock and Mr. G's in her hands, Mrs. G looked liked a whore from a trashy porno flick I saw a long time ago, which made my cock even harder. Seeing that my member was all ready for it's task; Mrs. G positioned herself such that she was on all fours, licking and sucking her husbands cock while I placed myself behind her glistening backside. Seeing how delicious her pussy was I couldn't help but give it a lick or two

"Damn.....Joey.....Please fuck me now please.......I need a cock inside me right now baby...pleeeaaaase!" she scolded as I was devouring her silken vagina.

Encouraged by her utter helplessnes I placed my cock at the entrance of her pink pussy and then slowly pushed my way into her gaping hole. Inch by inch my cock burrowed into her hot canal driving me crazy with the delicious sensations that permeated from my crotch. Ooooooohhhh her pussy was so hot that I felt my cock burning indside her.

"Now Joey.....pull back and push it in again...baby...that's it....wow baby....that's it!" Mrs. G momentarily released Mr. G's cock from her mouth to give intstructions.

So following her instructions I sawed my cock in and out of her burning pussy while my hands reached out and fondled her naked breasts.....each motion driving me higher and higher the ladder of pleasure until I heard her say

"Joey....harder baby....fuck me harder....."

Needing no more encouragement I ram my cock into her forcefully in and out of her vagina in a frantic pace causing her to cry out in delight as my virgin cock brought her to a mind shattering orgasm.

"Aaaaarrrrrrggghhhhhh.........Joeeeeeeyyyyyyy.....I'm cummmmmmmmmming!" Mrs. G cried out as her body shuddered and convulsed in a violent way. Her cunt were squeezing my cock inside her causing me also to cum in her pussy as I continued driving my spewing member in and out of her.

A moment later, Mrs. G collapsed on top of her husbands cock while I reluctantly pulled out of her.

"Good job Joey..." I heard Mr. G speak up.

"Thanks...Mr. G...."I answered him, I didn't know what to do
or say for that matter; It was an akward moment having a conversation with the husband of the woman you just fucked
just seconds ago?

It felt really strange to be talking with Joey's mom about jacking off, but if anything, the way she was talking was making me even harder. I mean, here was the woman of my dreams, asking to see my cock! My brief nonchalance about the whole thing suddenly went out the window. When she asked if I jerked myself while thinking of her, I couldn't believe I told her "All the time." It was the truth, but geez...

When she asked me to masturbate for her, I almost came on the spot. I was thrilled, but at the same time, I was terrified. I mean, god, this was my best friend's *mom*! Not only that, it was my *mom's* best friend! What would she tell my mom about all this?

Apparently, by my stunned silence, Mrs. Little thought I hadn't heard her, so again, she whispered, in a voice that sounded pretty husky from what I assumed was arousal, "Will you jack off for me now, Bill?"

Trying to salvage some modicum of what I'd been taught to view as propriety, I gasped, "What? Right out here in the open?"

There was no doubt I would do it for her, even from the start. The way she said, "No one's around Sweetie, 'cept me. And I just love to watch big, strong men rub their dicks and shoot their loads over me," had me ready almost instantly. I mean, from the sound of things, she wanted me to cum *on* her. Man, I'd seen that in pictures on the internet, and in a couple of the pornos a few of the guys managed to lift from their dad's/brother's stashes, and the thought of seeing that in person, with *my* cum, on *this* woman, had my head spinning.

My cock was tangled up pretty good with the lining of my swim trunks, and it took some doing to get them off. Get them off I did, though, and never before had I been prouder of the cock I'd been given. Hell, if anything, it looked like I was even longer than normal, but that could have been just the position I was sitting in, because my cock reached damn near to my bellybutton. I'd never been naked in the car before, and *definitely* not with such fabulous company. My cock was harder than ever, and it dripped a big drop of precum off the tip and that hung off till it came in contact with my belly, leaving a thin, shiny line from my cock to my stomach.

I'd never before seen the kind of look on anybody's face that Mrs. Little had right at that moment. I almost felt like a bird in a cage being watched by a hungry cat. There was something seemingly desperate, and definitely animal, in the look in her eyes. If I didn't know better, I'd have almost thought she was drooling.

"Stroke it for me."

The sound was almost imperceptible, she whispered so softly. She wanted this bad, but not as bad as I think I wanted to do it for her. Shit, even if this was the only thing I'd ever get to do with Mrs. Little, it'd be worth it.

I took my cock in hand and started to masturbate like I always did in my room, with my folks just down the hall. God, it felt good - as usual - but with the audience I had, it was even better. I'd never even had a girlfriend who was curious about my cock. I was sure curious about their pussies, and their tits, but not one of them had ever wanted to play "show and tell". Hell, I'd have been too damn scared to actually *do* anything, but I sure had wanted to look.

I was brought up short when Mrs. Little stopped me.

"Slow down Sweetie. This should be a marathon, not a sprint."

She wanted a show, and for it not to get over too soon. Well, I could certainly oblige. Besides, it just meant that I could spend that much more time one-on-one with her. If we went back home, who knows the next time I'd be this close?

I slowed the pace quite a lot for me. On a good day, I can cum three or four times, but it usually only takes about five minutes a session. I'd never really had - or taken, once I thought about it - the time to devote to just savoring the feelings masturbating caused.

Slow strokes sure felt good, and it helped keep me from getting too close too quick. Of course, when Mrs. Little asked if I thought of her tits when I jerked off, then reached up and ran her fingers over the fantastic swell of her breasts, I nearly shot right there. It wasn't even voluntary when I groaned out, "Uh huh."

My breath was getting really heavy and ragged while I watched Mrs. Little cover her tits with her hands and squeeze them gently. I watched as the flesh bulged out between her fingers, and wished I was the one with her tits in my hands. Hopefully that would be coming up later...

I was having a hell of a time keeping any kind of rhythm, stroking myself while watching Liv (I figured after this, I might as well start at least *thinking* of her that way) taking pleasure in her own tits.

It suddenly occurred to me that she'd been using terms like that: locker room words that I didn't know girls and women really used. The sudden dawning just made this whole thing dirtier and more arousing.

Suddenly, that streak of bravado came back, even though it was being strained by the eroticism of the situation. I wanted so bad to see her tits. I'd fantasized about it for years. I'd stroked myself to orgasm many a time, wondering just what they really looked like. Would they be firm? Would they sag a bit? What color were her nipples? How big were they? How long did they get when aroused? What did it actually feel like to have a breast in your hand?

I swallowed. Working up the courage was taking a lot. Still stroking my throbbing (literally) cock, I asked, with a voice that was surprisingly calm, considering all the nervous energy streaking through me, "Mrs. Little? Would you..." Then I faltered.

I had this strange almost other worldly feeling seeing my wife with this guy. Was I feeling cheated on, was it�? I just know that my wife looked like a horny slut. There was no other way to describe it. She sucked and choked on my cock while Joey rammed her from behind.

I could see his stomach muscles contract with each drive. I could hear him slapping against her ass. It made me dizzy; it was so primal, so�perverse. Toni barked out orders to fuck her harder and Joey kept pace with her demands. I was so ready to fuck her myself. There�s nothing like seeing a strange man�s cock pounding into your wife right in front of you and watching her reel with pleasure.

I let her release her obligatory grasp on my sex while I leaned down and showered her neck with kisses leading me directly down to her breasts. I pinched at her nipples and she responded with encouraging moans. I explored her with my tongue while I let her tits brush and bump into me as she was being fucked.

Centering my attention on her nipples I watched with awe from below her as Joey stabbed at her. Her lips would heave his cock from deep within and release it without ever fully letting it go. I know those muscles, I know what he feels.

Toni was clearly ready to cum and hard. Joey was already buckling; the bastard is going to cum inside of my wife. I heard her shrieking as Joey drove with his last efforts. I felt her face press against my groin while I continued to suckle at her nipples from below and voyeuristically gaped at the action; seeing Joey�s balls smack against Toni�s clit.

In a moment I watched as he shuddered and Toni thrust her ass against him one last time. Their moans harmonized and I felt Toni give appreciative licks on my cock as she released an exhaustive sigh. When Joey withdrew I saw a rush of semen drain from her. I wanted to shove his seed right back into her with my own hard member.

I complemented Joey on his efforts, and helped Toni to a more comfortable position. �You�re not done yet, sweetheart,� I said as I rolled her onto her back and stroked myself nestling between her legs.

My conscience screamed at me, "What the hell are you doing, Liv?", as I watched Bill slowly stroke himself. Here I was, a 40 year old woman with someone not yet 20. How depraved I must be.

Whatever my conscience was saying, my body was telling a different story altogether. My large nipples were pushing through my thin bra and top and I could not help but pinch them as I continued to knead my own breasts through the material. Little tremors of pleasure sparked in my pussy, in harmony with Bill's strokes on his erection. I could feel my juices first soak, then overflow from my panties.

We were both to far gone to stop the madness now, so I decided to end it as quickly as possible. I knew the least little thing would push Bill over the edge so I decided to push.

I pulled my top up and over my head as Bill watched in almost awe. God this was driving my ego sky high. I reached between my breasts and unfastened the clasp and let my breasts fall free. While not overly endowed, my breasts were a nice shape and size, topped by large, ripe nipples.

Bill was speechless as I leaned over towards him, in the cramped confined space, and began to lick his nipples, as I covered his hand, with my own, wrapped around his cock, and increased the pace.

"Oh shit" Bill cried out.

I looked down from his chest as stream after stream of hot cum shot from the angry, purple head of his cock, some of which landed on my breasts and neck. Bill continued to shoot copious amounts for what seemed like minutes before the stream slowed to a trickle before ending altogether.

Bill slowly regained his composure then reached for me.

With all the will that I could, but little conviction, I pushed him away.

"We better get back. Toni will be worried about us I'm sure.

Bill looked crestfallen.

Not believing my own ears I told him,

"You know Mr. Little is gone for a few days if you want to use the pool or something."

Bill watched as I rearranged my clothes and started the car.
A smile slowly coming to his face as I pulled back onto the pavement.

The whole drive home I could think of nothing except the fire raging between my legs.

Even though I was unable to finish my request, I didn't care. Liv (oh, how I loved thinking of her that way, instead of as Mrs. Little) kept playing with her tits while she waited for me to finish my sentence. When it was obvious I wasn't going to say any more, she took her hands away from her breasts, revealing how hard her nipples were. God, they poked out the front of her thin shirt, and it made me remember the last time I'd seen a girl's nipples do that. It had made me hard instantly. Now that I already *was* hard, it just brought me that much closer to cumming.

When she slipped off her shirt, I was flabbergasted. I felt my cock twitch at the sight, then, when the shirt was off and she reached around to undo her bra, I just stared. The material of her bra was so sheer, I could see her tits and nipples clearly through it. She was as good as nude already, but when she finally got her bra undone and shrugged it off her shoulders, I damn near came then and there.

My god, what beautiful tits she had! All these years, I'd been dreaming about them, wondering so many things about them, jacking off while thinking about them, that I'd never imagined I'd really get to see them for real.

Now, I simply *had* to cum. There would be no stopping it now. How I wanted to reach out and take one of those gorgeous breasts in my hand and feel just how soft it was, feel how hard her nipple was. I wanted to squeeze it and hear her moan. I wanted to kiss it and suck on it. Moreover, I wanted to shoot the load that was swiftly building up urgency on them and watch her rub my cum into her skin.

I was just about to work up the guts to reach a hand out and find out just what her tits *did* feel like when she leaned over to me. For a minute, I thought she was going to kiss me. When she bypassed my lips and headed lower, I felt a *big* twinge, thinking I knew where she was headed. I was a little surprised when she stopped at my chest and took one of my nipples between her lips.

Shit! I'd never imagined my nipples could be that sensitive! She sucked like she really knew what she was doing. Of course, I had no idea what something like this was supposed to feel like, so I guess anything she would have done to me would have felt fantastic.

I was so dizzy with lust that my cum was only fractions away. When Liv wrapped her hand around my own crazily stroking fingers, that was it. I couldn't hold back any longer.

I hollered as I felt the first couple shots race up my cock and explode from me. I couldn't remember having cum so much before. My chest and stomach were covered with jizz when I was finished.

When Liv leaned back from her nipple-sucking, I saw that she had cum on her neck and running down her breasts. God, did that look sexy! Man, the pictures in the mags and on the videos were nothing whatsoever compared to this!

As my cock started to deflate, I began to wonder what I was going to use to clean up with. Mrs. Little wasn't any help either. She seemed a little distracted yet, but still she sat up and said, "We better get back." I wondered if she was regretting what had just happened. I know *I* certainly wasn't! This was a wet dream come true! Hell, if I perished in a fiery car wreck in two seconds, I'd die a happy man.

Liv grabbed her shirt and slipped it back on over her head. I noticed she didn't try to wipe my jizz off her, and she forgot her bra, so her nipples still stood out pornographically through her shirt. Where my cum had landed on her, a damp spot showed through the material. Either she still wanted to put on a show for me, or she was *really* flustered.

I guess I must have looked kind of disappointed when she said we needed to get going, because she told me, "Mr. Little's gone for a few days, if you want to use the pool or anything..." I couldn't tell if there was any innuendo there, I wasn't normally too quick on the uptake with women, but my ears pricked up at just about *anything* right now. Joey and I had horsed around in the Little's pool for years. This was the first invitation I'd received from his mom, though. I found my mind racing to figure out some way to get Joey the hell out of the way...

As we started back to the main road, I realized, I still needed to get this cum wiped up. I looked around the car a little, but didn't really find anything. I didn't want to use my pants, I still had to put those back on. Finally, my eyes lit on Liv's bra.

She had to have seen me reach for it. I found myself holding this piece of lingerie like it was the most valuable thing on earth. This was so fucking sexy. And the fact of where it had been had my head spinning again, and my cock trying to stiffen up again.

Part of me hoped she didn't see, and part of me hoped she did, when I lifted the thing to my nose and breathed in the slight musk of her sweat. This was the kinkiest thing I'd ever done before, sniffing somebody else's underwear, and she was right there beside me! My cock was well on the way to hard again, but I still had to get the cum off me.

I took Liv's bra and, my bravado returned, looked into the rear-view mirror, directly into her eyes, as I used it to wipe the jizz from my body.

From the way she was breathing, I wondered if Liv was okay, then just figured she was horny from what I'd done for her. When I was done cleaning up, I held the cummy bra out and dropped it behind the driver's seat. Then I grabbed my shorts and pulled them up my legs.

It was pretty tricky getting my cock back in, it wanted to stand straight up again. When I was situated, I tried to act like nothing had happened, but I couldn't get my mind off Liv's tits.

Turning slightly, I watched her as she drove. She seemed to be very intent on the road, apparently trying deliberately not to look at me.

Suddenly brave again, I reached out and cupped her nearest breast in my hand. We both gasped at the same time, her because of the touch, me because of how amazing it felt. I squeezed gently, enjoying the wonderful sponginess of the flesh. Her nipple seemed rock-hard against my hand, and I took it between my fingers and pinched it a little.

I was surprised at the moan that came from her at this treatment. I knew *my* nipples weren't that sensitive, even after what she'd done to me earlier. My cock was again hard in my shorts.

I continued squeezing and pinching Liv's nipples, and loved the sounds and movements she made.

Somehow, she came up from her erotic haze enough to pant, "Bill, stop, please. You'll run us off the road."

I discovered I just wanted to keep playing with her body. "Then you better find us someplace to pull off." Damn, didn't I sound like the Casanova? But I was horny as hell again, too, and more than anything, I wanted to make this woman cum.