His Favorite MILF

"So you can be over around 7 tomorrow then?" she asked. "I really appreciate this, I owe you big time. The kids are in bed by 9, so you should have an easy night."

He hoped so. He hadn't babysat since he was in college. But he couldn't say no to her. And the kids seemed to like him well enough, so he was trying to stay positive about the situation.

He arrived at the house early and noticed only her car was there. He rang the bell. "Come on in, it's unlocked!" she called. He saw her scrambling around the house, getting things together. "Of course we're is running late tonight. He just called and said he'd be home with the kids in about 15 minutes."

She looked amazing. He rarely saw her with makeup on. She was wearing a fairly short dress that showed off her legs. She was what a younger man would call a MILF. "Wow." he thought to himself. "Even if the rest if the night is crazy at least I got to see her dressed to kill. That alone makes it worth it." he smiled to himself as he watched her dig through her purse.

"Here are our cell numbers in case you need to get a hold of us." she handed him a slip of paper. "And I know you've been over before, but not in this capacity, so I may as well give you a tour to show you where everything you'll need is." he followed her as she pointed out kids' movies, books, art supplies, snacks... He was only half paying attention though, watching her was more interesting. "Up here are the kids' rooms." she said, leading him up the stairs. "Which are, as usual, a disaster." As she bent down to pick up a stuffed toy, he couldn't believe his eyes. Her dress lifted high enough to reveal the tops of her stockings and that she wasn't wearing any panties. He tried to remain calm and pay attention to what she was saying. "...and this is his favorite blanket. Make sure he has this when he goes to sleep." He nodded, his mind still reeling from what he'd just seen. He felt is cock stiffen and tried to act cool as he followed to the other bedroom. The first thing he noticed was the books on the floor. Before he had time to hope, she had bent down again to pick them up. His eyes were glued to her. She stayed bent a bit longer this time, long enough for him to get a good look and see that she was shaven. He'd have to remember that for future thoughts of her, for accuracy purposes. His erection strained against his jeans. He smiled to himself.

"See something interesting?" she asked. He felt all the color drain from his face as he stammered. "Umm... I..." he didn't know what to say. She stood up and faced him. "Everything okay?" she asked, her eyebrow raised. She obviously knew what he had seen. He wished he could just disappear. He closed his eyes to try and gather his composure. He felt a hand reach out and trace the outline of his cock, slowly circling the tip. "I take it you liked what you saw?" she whispered. As she closed her hand around the front of his jeans, she moaned softly. "I certainly like what I'm feeling right now."

He began to panic, visions of her husband and children seeing this. "We have to stop," he choked, moving her hand off of him. "They'll be here any minute!" He couldn't believe she was doing this. And that he was stopping her.

She laughed. "Not exactly. He took the kids to see his parents this weekend. I stayed back to catch up on work."

"You mean...?" his eyes widened.

"That this was a setup? That I never needed a babysitter? Yes. As soon as I found put I would the the house to myself this weekend, I decided I'd have some fun. I've seen the way you look at me and decided to see if I could convince you to spend some time with me." She slid her hands onto his shoulders and leaned up to kiss him. She smelled amazing. His panic soon gave way to excitement and he wrapped his arms around her waist, returning the kiss. After they parted, she looked around her child's room and giggled. "Why don't we go somewhere a bit more appropriate?"

She took his hand and led him to her bedroom. He was astonished. She had obviously gone to great lengths to set this up. The room was lit by candles. She turned away from him. "Can you help me with this zipper?" His hands shook as he lowered the zipper on her dress- between her shoulder blades, past her waist, down to her curvy hips. "Mmm... That feels much better" she purred, sliding herself out of the dress. Her thigh high stockings had small bows at the tops that matched her satin bra. The stockings and bra were all she had left on. He admired the curve of her perfect ass. She turned to him and kissed him again, wrapping a leg around his to pull him closer and pressing herself into the bulge in his pants.

She broke the embrace and sat on the bed, extending a leg out to him. "Help me take these off." he wrapped his hands around her calve and slowly slid them up to the top of her stocking. Hooking his thumbs under the delicate mesh, he slowly slid his hand back down, taking the stocking with them. She offered her other leg and he admired her feet. He'd always been partial to feet and hers were very cute. Perfectly tapered toes with polished nails. He began to rub her foot. "That feels so good!" she sighed. She laid back on the bed and let him continue. After a bit more massage, he brought her foot up to his mouth and softly kissed it. Then he ran his tongue over the tips of her toes. "It tickles!" she giggled. His kisses continued up her foot, caressing her leg in his hand as he worked his way up her calve, kissing her knee and sliding his hands up her thigh. He removed her other stocking.

Climbing onto the bed, he kissed her again, his hand stoking the soft skin of her thigh, feeling the heat between her legs. She unhooked her bra, letting the final barrier to complete nakedness fall. He brought his hand up and cupped one of her breasts, rubbing his thumb over her hard nipple. He kissed her neck, loving the sounds of her moans as he pinched her nipple. He softly flicked it with his tongue, bringing his hand back to her thigh. As he licked and sucked at her breasts, his hands climbed higher and higher on her thigh until he ran a finger over her pussy. Her bare lips were so smooth. And she was very wet. He easily slipped a finger into her. She dug her fingers into his back as she cried out.

"Ahh, yes!" she moaned, her breathing heavier than ever. "I love feeling you play with my wet pussy while you suck on my tits." He didn't think it was possible for him to get any harder, but hearing her talk like that did it. He slid in a second finger and work his thumb against her clit, continuing his attack on her breasts with his mouth. She began to grind against his hand as her fingers gripped his back even tighter. "Don't stop! Make my pussy cum!" he was happy to oblige. He worked his fingers in and out of her, dripping with her juices. She was close now.

"Yes, do it!" he encouraged her. "You like having another man's hands all over you, seeing him suck on your tits? I want to feel that pussy cum." her moans got even louder. This was amazing. He had never been with anyone who liked dirty talk as much as he did. "You're so wet. I bet that naughty little pussy was dripping all day, thinking about getting fucked by another man's cock. You want to get fucked, don't you? I bet you need it."

"Yes, YES!" she was practically screaming now, bucking wildly against his hand. "I'm cumming!" she cried. Then she collapsed onto the bed, her chest heaving. "That was so hot. I love being talked to like that." He removed his shirt and laid beside her. She cuddled against him, closing her eyes and smiling. They laid there for a few minutes as she lightly ran her hands over his chest. She traced a finger down his stomach and unbuttoned his jeans. Unzipping them, she kissed him as she slid her hand into his boxers. She moaned.

"I think someone else needs attention now." she whispered into his ear. She continued to stoke his hard cock as she kissed her way down his chest, pausing to lick and blow on his nipples. It gave him goose bumps. She continued her way down and removed his pants and boxers. She admired his erection. "That looks delicious." she cooed. "I love it when a man shaves down there. So sexy."

He sat up to watch her. Her soft lips parted as she took the tip into her mouth, licking and sucking it very lightly. She blew on it. The sensation was intense. She ran her hand up and down the length of his shaft as she licked his balls. "Have you ever thought about this?" she asked.

"Yes." he moaned. "I've thought about you a lot."

"I've thought about you too." she replied. "Wondered what your hands would feel like all over my body, what your cock would taste like." she took almost his entire length in her mouth, savoring it. "But what I've thought about most though is what it would feel like to have you inside of me. Have you ever thought about fucking me, sliding that thick cock into my hot, waiting pussy?"

"Yes!" he cried.

She climbed onto him and began to grind against him in a sort of lap dance. This was a fantasy come true. It was better than his fantasies. "Do you like the way that feels?" Words escaped him, all he could do was nod. "I thought so." She kissed him passionately and pushed him back onto the bed. She lowered herself onto his throbbing cock until he was all the was in. He was amazed at how tight she felt. She began riding him slowly, rocking back and forth. She began to increase her speed, he breasts bouncing. "You feel so good inside of me, you hit all the right spots." she breathed. "Mmmm... I could cum again like this." she rode even faster now, circling her hips as she placed his hand on his chest for balance.

"Yeah, you look so hot riding my cock. Make that pussy cum on it. You're such a bad girl, making me fuck you like this. After that pussy cums I am going to teach it a lesson." she barely seemed able to control herself as he talked to her. "Yeah, cum so I can pound that sweet little pussy with my big hard cock." She threw her head back and moaned loudly as she orgasmed. When she was done, he flipped her onto her stomach. "You've had your fun, now it's my turn."

He slid back into her and began slow, deep thrusts, pulling almost all the way out before slamming back into her. His hands gripped her ass as she took his pounding. She was so wet it was hard to keep control. He felt his balls slap against her with each thrust. "Yes, pound it!" she cried. "I needed cock so bad!"

He picked up the pace, grunting. "Yeah, I know you did. You were begging to be fucked, weren't you? Now you got it. I'm gonna pound you until I am ready to cum, then I want you to watch me cover you with it." She moaned. He was getting close, this was too hot to last long. He slid out and she turned onto her back. His hand worked it's way up and down his well-lubed cock. She stared at it with desire. Finally he felt it. Hot streams of cum covered her neck and chest. He found his shirt and helped clean her up.

"That was totally unexpected." he said later, as he got ready to leave.

"They are out of town all weekend. Are you free to babysit tomorrow night?" she smiled.