Megan's Advice

Though both of us had been divorced nearly two years now, we seemed to have very different approaches to our life style paths. Megan, having not had children, had been dating regularly since she had, as she put it, found her freedom. I, on the other hand, devoted my time to raising my eighteen year old son Ryan. I suppose my focus on his up bringing was to compensate for his fathers complete absence but it also filled a void in my life that for several years, lacked any sincere company of a man.

Megan and I met during yoga class six or so months back and became good friends. I lived vicariously through her tales of conquest of the twenty something companions to her thirty six year old desires. I was only one year older than she, but since I had a son almost half her age, I never considered the younger men she dated anything other than boys. But since we'd become friends, I found myself looking at younger men differently. I found myself fanaticizing about there young muscular bodies. I even found myself looking a little too closely at my son's friends from his swim team while dropping him off or picking him up from their practices.

Over the past several months, Megan and I would plan on meeting up a few hours after our workout to grab a bite to eat and, if she had a date planned, we would drop by an exclusive local lingerie shop so she could prepare for her evening with a special purchase. It was during one of these afternoons that I had what turned out to be a dramatic sexual awakening.

During lunch, she described in detail her current boy toy and the insatiable sexual attraction they had for each other. She had always talked generally about her dates with these younger men but today was very different.

As we sat in our booth, she described how they touched and tasted each other. As she went on about their exploits, she became more descriptive and I became more excited. I could see her face flush with color. At one point, in a hushed tone, she created for me an image of his cock, its length, its hardness and especially its girth. She talked about how it always felt like it would tear her open no matter how wet she was when he first entered her. Her voice sounded raspy as she talked of how he would begin with meticulous slow thrusts causing her to cum then double the pace before her orgasm had subsided and she would come again almost immediately but with much more intensity. She seemed beside herself talking about his cock and how she craved it constantly. And tonight, despite her trepidation due to his size, she was going to surprise him by letting him fuck her in the ass.

I was mesmerized by our conversation. I listened intently, my body involuntarily reacting to the visual of him slowly penetrating Megan's perfect ass. I could feel the heat and moisture between my legs. It had been so long since I had had a man inside me and I had never experienced anal sex. This picture she had painted made me dizzy with desire. "Ashley, are you still with me?" Megan's question snapped me out my trance. "Come on silly, we've got some shopping to do!"

We spent the next hour at the lingerie shop browsing the racks and shelves. Megan picked out three stunningly sexy bra and panty sets but couldn't decide on which one would just right for tonight. At her encouragement, I picked out three for myself. "Look Ashley, I know you say you don't have time for men in your life what with trying to get Ryan off to college next year, but, you should always be prepared."

With that, we retired to the changing rooms to try to decide on our final purchases. Each in our own small booth, we stripped out of our clothes, bras and panties. I slipped into a pale blue bra that was a combination of sheer and lace. I put on the matching panties and turned to the full length mirror. Having had only one child when I was twenty and hundreds of hours in the gym since had proven to be successful. I tried to assess my body objectively as I glanced over its full length. My C cup breasts still turned slightly upward accentuated by my light brown half dollar sized full nipples that could clearly be seen through the sexy fabric of the bra. My defined stomach was flat over the low waist band above the tiny triangle of the panties that barely concealed my manicured pussy hair. I paused for a moment, looking at the contour of my lips under the fabric, sheer and framed by delicate lace. I wondered why, after not being seen naked by a man for years, I still took the time to prepare for sex I was not having. The thought occurred to me, Megan is right, 'you should always be prepared.'

I tried on the other two bras and panties and they were all equally sexy. Between each change, I couldn't help myself. With each new outfit, I had reached between my thighs and lightly touched myself, sending shivers through my body. Still wet from our lunch conversation, I dared for a brief moment to slide a finger into my pussy. I nearly toppled as, for a moment, I completely lost my breath.

I hurriedly dressed and came out of the booth to find that Megan was still in her booth and undecided. I managed to generate a somewhat normal tone of voice and asked through the door, "How's it going in there?" The door opened a crack and Megan peeked out and said, "I can't seem to make a decision. I'm stuck on a couple. Maybe you can help me decide." With that, she opened the door a little wider, stuck her head out a bit, looked around the store and then said, "Quick, come inside with me."

I stepped into the now cramped changing booth, and she reached around me and shut and latched the door. She stepped back as far as she could to show me the black and burgundy floral bra and boy pants set she had on. Like the choices I had made, the sheer fabric left just enough to the imagination. Her nipples, just smaller and a little darker than mine, pushed outward seductively. The see through boy pant style panties looked as if they had been air brushed to her skin using semi transparent paint.

I had seen Megan a hundred times in tight workout clothes but never in something that was designed purely for seduction. I'm not sure if it was my own brief caresses in the other booth or the lunch time conversation, but again I became both mesmerized and dizzy all at once. I managed a hushed and husky, "it's, beautiful..."

"Before you form an opinion, let me show you the other." She quickly unclasped the bra and let it drop gracefully into her hands. Without the experience of child birth, Megan's breasts seemed to defy gravity. Her full B size cup tits pointed up and out slightly and were enhanced by a faint tan line. I felt another rush between my legs and felt an equal rush of embarrassment. She seemed not to notice as she slid the next bra option, a beautiful black and turquoise selection, over her shoulders and reached behind to clasp it. The bra did nothing more than cup the under side of her tits and her nipples which now seemed to be full engorged and taunting. As she completed the task, she caught my eyes. For just a moment, I thought I saw a touch of flirtation and I looked away.

She turned away from me in our tight quarters, then again gracefully, slid down the black and burgundy panties and stepped out of them. She stood upright and though she had her back to me, I could see her full length in the wall mounted mirror in front of her. I was so taken up in the circumstances of the moment, I quietly blurted out, "oh my god, you're totally shaved!"

She looked at me in the mirrors reflection, and smiled almost wickedly. "It's what the young guys like." She said, as I detected the same husky tone in her voice that had just encompassed my previous words. She slowly turned to face me again, her body essentially naked except of the bra that continued to push her nipples at me provocatively. "The first time I did it, I thought, this is too weird. But I realized, it feels wonderfully soft and, well very, very sexy." She paused for just second as I glanced down again at her fully exposed pussy. She was right, it was the sexiest thing I had ever seen on a women. I caught myself staring as her stomach, hips and beautiful pussy. It was so clean, so smooth and...so exposed!

I was then stunned when she spoke again, "do you want to feel?" At first I thought I hadn't heard right. I looked back up and our eyes locked. We were standing no more than a foot apart. She repeated herself, "would you like to feel it?"

With that, she softly but firmly took my wrist and pulled my hand between her legs. The palm of my hand rested on her hot, smooth, hairless mound. I was totally speechless. As soon as my hand cupped her pussy, her eyes fluttered momentarily and she uttered an almost inaudible and breathy "ohhh." I was frozen like a mannequin. My heart was racing and I was uncontrollably excited. I was surprised that I did not pull my hand back but rather stood amazed at her heat in the palm of my hand. I had never even thought about touching a woman before today and yet, here I was, with my hand over the pussy of one of the most beautiful women I've ever known and completely flushed with desire.

Megan must have sensed this or was perhaps experiencing the same overwhelming sensations because I was astonished by what happened next. She released my wrist and cupped her hand over mine. Again an "ohhh" escaped her, riding lightly on her breath. She pulled my hand tighter to her. To my shock, my middle finger, covered by hers, slipped effortlessly between her lips as they began to part. There for a moment my finger tip touched lightly on the wet opening between her beautifully shaven lips. Suddenly, without warning, she used her own finger to plunge both deep inside her cunt.

A stifled "oh my god" escaped her mouth as I felt the walls of her pussy involuntarily contract around our combined penetration. "Oh my fucking god, she's actually cumming on my hand...both our hands!" I thought feverishly to myself. I was beside myself with desire so when her weakened legs caused her to lean forward, we kissed passionately, her tongue sliding hungrily over mine. Her hand still over mine, our fingers still fully inside her, she began to work her finger over mine, probing the depths of her pussy, guiding my finger until it found her g spot. This time it was my turn to quietly exclaim, "oh my god!"

Together we massaged her inner pussy walls at a quickening pace. The palm of my hand trapped under hers, pushing firmly on her clit. Again her stifled whispers, "again, again...oh...oh fuck...oh my god!" Her face in my neck, her nipples pushing against my skin through my blouse, we grasped each other as she came a second time.

I stood outside the booth while Megan dressed, reeling from what had just happened. It took a little while, probably just to compose herself as well, before emerging from the changing booth turned sex closet. When she came out, there was no sign of our encounter in her demeanor except for the slightly wicked glance she threw me as we walked from the rear of the store to the checkout counter.

I was in no condition to make rational decisions so when we reached the checkout, I placed all three of the sets I had tried on the counter and said in a voice that didn't sound like my own, "I'll take them all," sadly knowing full well, I have no one to show them to.

As we left the store, Megan leaned in and whispered naughtily to me, "next time, we'll do lunch at my house." Then, after a pause, "Oh and...sorry to leave you hanging, but I've got a date to get cleaned up for...next time it'll be your turn." I felt myself blush at the thought but it did not help to alleviate my unfulfilled desires.

* * *

When Ashley returned home, her mind was in a fog and her body felt like it was on fire. The drive hadn't settled her at all. In fact, when she was free of traffic, she would take the opportunity pull her skirt up and rub herself through her panties but she couldn't manage to steal enough time to finish the job before someone would pull up along side her. At one point, she thought. "Oh fuck it, I'm so worked up I don't care if anyone sees me. I need some relief!" But the drive was relatively short in spite of how unbelievably wet she was, she decided to hang on until she got home to finish the job.

When she walked in through the kitchen door she was taken by surprise to see her eighteen year old son Ryan standing in the middle of the room in only his gym shorts. He stood well over six feet tall now and his body, lean from four hours a day of swim training, was glistening with sweat from a run he had just returned from. She stood frozen for a moment, still engulfed in the sexual haze that surrounded her as she stared at his young toned physique. "Hey mom, you okay? You've got a funny look on your face."

Ashley stood transfixed and embarrassed for the second time today as she caught herself looking at her own son the same way she had looked at Megan just an hour or so earlier, half nude in the store changing booth. And again, her pussy, hot and moist, ached for an orgasm to relieve the pent up sexual energy that was fueling her thoughts. "This is absolutely crazy!" she thought, "I'm must be losing my mind!"

"What's in the bag mom?" asked Ryan. "What..? Oh, this? Megan and I went shopping after lunch today." Instantly she was hit with a bolt of electricity in the form of the memory of her finger deep inside Megan's cunt as she came the second time while their bodies were pressed together. Ashley's condition worsened. The dizziness she felt with Megan when she first lay eyes on that clean shaven pussy had returned ten fold. Her knees felt shaky beneath her mere one hundred and five pound toned frame. Her thoughts were clouded by carnal desire, for no one in particular, but the desire was profoundly intense.

"We...I mean, I picked up some special things." Pure animal instinct was driving her process for reason now. "What kind of things?" Ryan continued. This is when, through pure lust, Ashley turned a corner that would change her life for ever. Ashley's mind was on fire with snapshots of the afternoon; her standing in front of the mirror in the enticing bra and panties, touching herself, seeing Megan's pussy in the reflection of the mirror, Megan forcing her to touch her and then finger fuck her to two insane orgasms, rubbing herself on the ride home, all culminating in her standing before her glistening and muscular son. She took a slow but deliberate step toward the kitchen table and set the bag of sensual lingerie on top of it. Ryan watched her as she looked at him in a way he had never experienced and couldn't at this point, understand. She was flush with color, radiating really. She looked down into the bag and said, "The kind of things a woman buys when she wants man to notice her. Do you want to see?" "Sure, I guess." He replied.

But Ryan was anything but sure. His mom was acting so strange but at the same time, she didn't seem ill. In fact, she looked good...great. He couldn't put his finger on it but there was definitely something different about her today, right now.

"He wants to know what's in the bag. I'll show him...a show it shall be." Ashley thought demonically to herself. She reached into the bag and pulled out three delicately folded bundles of tissue paper. Her heart continued to race. She couldn't imagine what is was that gave her such a thrill but the thought of showing her son her sexy new lingerie was winding her up again to another level of desire. She thought some what reasonably, "What's the harm in showing him. It's not like I'm wearing them. And, so what if I tease him a little, what can come of it?" As she leaned forward to display the purchases to him, she unconsciously pressed her neglected pussy into the edge of a chair and she nearly came right there. She slowly un-wrapped each bundle, hands slightly trembling, glancing occasionally at Ryan's expression to see if these tiny pieces of sexual wear had any affect on him.

As she slowly laid out each of the three pairs bra and panties on the table, he looked on with fascination. Each one looked sexier and more revealing than the previous; as she positioned them just on the table. She could see he was processing this show in a manner that was also purely on instinct. She noticed his eyes sort of glazed and she thought with a subconscious tingle that she could detect the beginning of a slight bulge in his gym shorts. Or was she imagining this because of the state she was in. She didn't care as she looked up at him and asked, "What do you think? Do you like them?"

"Well, yeah, I guess." He replied in a quiet voice. "The problem is," and she paused as if to give herself a last chance out of this situation, "I bought them but really don't have anyone so share them with. They are so beautiful and feel so good to wear but, well, as you know, I haven't seen anyone since your father left us... So maybe I made a mistake in buying them when nobody will get to see me wear them anyway." Ashley finished this with a bit of a pout. She let her eyes lock on Ryan's longer than appropriate but she knew she was well past appropriate now. It reminded her of the way Megan first looked at her in the changing booth.

Her little show was fuel on a fire already burning out of control between her legs. Her panties were soaked and her nipples were so hard that the thin fabric of her blouse was extended even though she was wearing a bra. As she explained her dilemma to her son, she noticed he was not looking at her but down at her tits where her nipples were beckoning him as Megan's had done to her earlier. That image again flashed in her mind. She knew she was out of control but there was no stopping this now. This time, she was not imagining things; Ryan was beginning to get hard. He was void of words but he was getting aroused and he didn't seem as though he thought he had to hide it.

He scanned the table again, taking it all in. He had never seen this kind of lingerie in person and that fact that his mother was showing it to him didn't seem to freak him out either. What it did do was spark his unharnessed teenaged hormones. He stood there looking at a table full of panties with his mother showing them off to him. She went on about not having anyone to wear them for and in an instant; a fantasy sprang into his mind. The vision of his mom, with her smokin' body as his swim buddies would say out loud to get him riled up, wearing any and all of these sexy panties and bras, now filled his head. On top of that, when he looked up from the table at her, he could see that her nipples were rock hard. Physically, he dared not move but that did not change what was happening in his shorts. His cock was responding as it so often did these days. He could feel the weight of it as it began to fill with blood. He was getting hard for his own mother!

Ashley had just finished saying she may have made the mistake of buying the lingerie when she stepped off the cliff and said, "Unless, you want me to wear them for you?" It wasn't a question at this point. For her it was a forceful suggestion, an offer that could only be answered with a yes. She drove the point home with "You know, I'll model them for you and you can tell me what you think." She said, her mind spinning out of control now.

Ryan finally looked up into her eyes and could feel what she was feeling. She didn't give him time to answer when she scooped up all the garments and glided out of the room. "Go sit on the couch in the living room and I will be right back." She called out as she almost ran up the stairs. It was then that Ryan became fully aware of the situation. Here he was standing in the kitchen with a raging hard on, a hard on for his mother! And she was the cause of it. Not accidentally like when he would occasionally see her changing or when he would get a flash of an unintentionally exposed nipple. No, she was going to willingly model lingerie for him, the type that he had only ever seen on porn sites.