My Best Friend's Mom Ch. 01

She slowly walked over to where I was lying on, her eyes locked on the tent in my shorts as she approached.

"I didn't mean to interrupt your workout. Here, let me spot you," she said as she stepped over to me. She stepped around to the head of the weight bench and leaned over the bar of the weights, her tits hanging down over the bar as she shuffled her feet closer to the weight rack, her legs now spread over my head. "Ready any time you are," she said with a smile.

"Uh. Ok," I replied dumbly, reaching up for the weight bar. She stood straighter, lifting her tits off the bar until I had wrapped my hands around it, and then leaned back over, allowing her breasts to press against my curled fingers.

"Ok. Lift," she said, helping me lift the bar off the rack and lower it onto my chest, leaning farther over me as she did.

Up and down I went with the bar, each time my hands pushing against her hard nipples and soft tits. Ten times I pushed the bar before she helped me set it into the rack. She straightened up, stepping over my head slightly more as she rested her hands on the bar.

"Oh damn," I muttered as I realized that her pussy was completely exposed up the leg of her shorts, her lips glistening in what light filtered through the thin nylon material.

"Good set." she said brightly. "Why don't you spot me a few sets?"

"Um. Sure," I answered, reluctantly pulling myself out from between her legs. I stood up and removed all but about twenty pounds on each side, which was plenty for a light workout given the weight of the steel bar. "All set," I said as she stood close by, her tits hanging out and her hands resting on her hips.

"Good deal," she said, stepping around to the bench. She lie down on the bench and wiggled her butt around a few times trying to get settled. "These shorts suck for this. You don't mind if I take them off, do you?" she asked sweetly, reaching for her waistband even before I could answer. She lifted her feet onto the end of the bench and lifted her butt off the seat, sliding the nylon shorts down her legs and over her knees, finally setting her feet back down and kicking the shorts off her feet. "Much better," she said, her body now nude from the waist down.

I stared at her exposed pussy and brown curls as I stepped mechanically over her head to spot her bar. I stood with my hands on the bar waiting for her to reach up to it, but instead she reached up for my shorts and pulled them slowly down. She tugged evenly, working the athletic shorts down, pulling my cock downward at the same time. The waist band of my shorts finally pulled off my cock, allowing it to spring upward and slap me loudly on the stomach before standing at an angle, my heartbeat making it bounce ever so slightly.

She worked my shorts over the end of the bench and down my legs so that I was now standing naked from my ankles up over her. Only then did she reach for the bar and lift it from the rack. Up and down she lifted, pressing the bar with my hands against her bare tits before pushing it back up again, my cock getting even harder, if that were possible.

After ten reps with the bar, she pushed it up and hooked it on the rack, her hands coming down to my cock and closing around it.

"I much prefer this kind of workout," she said with a girlish giggle as she began stroking my cock with both hands, pulling it downward as she did until she could lick it with the tip of her tongue. I lost track of how long she played with my cock before she suddenly released it and pulled herself from below me. "How about some sit-ups?" she asked as she skimmed the shirt off, leaving her nude except for her tiny socks and shoes.

"Um sure," I answered.

"On the ball though," She added, walking toward the large exercise ball in the corner, her tight little ass wiggling enticingly as she did. She rolled the ball out into the middle of the room, settled it on a rubber ring to keep it from rolling and then stood by it expectantly. "You first big guy," she said with a smile.

"Well, ok," I said with a shrug, wondering what she had in mind but being so turned on that I didn't really care as long she played with my cock some more. I stepped over and sat down on the ball, Misses K kneeling in front of me and pressing down on my feet with her hands. I clasped my hands behind my head and began doing sit ups, my cock pointing into the air as I did. It seemed like each time I came up her face was closer and closer to my cock until suddenly I felt her hot wet mouth close around my head. "Oh damn," I groaned, stopping in the sitting position. She let go of my feet and reached for my shaft, wrapping one hand around it and cupping my balls with the other. She slid her hand and mouth up and down my shaft, driving my cock head all the way to the back of her throat and then, surprisingly, deeper.

"OH GOD!" I groaned loudly as my head pushed into the back of her throat, staying there for several seconds before she pulled her face from my cock to catch her breath.

"You like that?" she asked breathlessly.

"Oh yeah," I groaned. "That's incredible."

"Good," she responded, with a grin before closing her mouth around my head again. Up and down she stroked, my head sliding in and out of her throat as her hand stroked and twisted up and down, my shaft after her mouth. Up and down she went, over and over; the sensations driving me ever closer to my imminent climax.

"OH fuck! I'm gonna come!" I groaned, trying to hold back the flood that I could feel surging up inside me. I expected her to pull her face off and just jack me off like my last girlfriend had, not wanting to end up with a bunch of cum in her mouth. Misses K on the other hand seemed to suck even harder, swirling her tongue back and forth around my head at the end of each stroke before pushing her face back down, driving my cock into her throat. "AAAAHHHHGGGG!" I cried as the first surge of cum gushed up out of my cock, jetting into her mouth.

Misses K gagged a little, but kept her mouth over my cock to catch the next squirt of hot cum, closing her lips around it again and sucking by the time the third gush of juice lanced up into her mouth. Up and down she continued, stroking and sucking my cock until there was nothing left to draw from me.

"Now that's the way to quench a thirst after a workout." she said with a laugh, pushing herself up to stand in front of me, wiping a trickle of cum off her lips and licking her finger clean. "Your turn now," she said, holding a hand out to me.

"Um...okay." I answered, not quite sure what she meant. She quickly turned and sat on the ball, leaning back to rest her hands on the floor, leaving her in a lying position, her legs splayed wide apart.

"You have licked a pussy before, haven't you?" She asked huskily.

"Uh, yeah, a little," I answered.

"Well, let's see how well you do. Extra points if you can make me climax."

"Um. Okay," I answered nervously. I had licked my girlfriend's pussy a few times. It was nothing that she seemed to really love me doing, but I had done it. I hadn't had enough other serious girlfriends to get that far with them, so my experience was pretty slim.

I knelt down and gently licked my tongue up her lips, letting it lay flat against her protruding inner lips. I could taste the tanginess of her juices as I swiped my tongue up along her slit again.

"Press your tongue between my lips. Pretend it's a finger, and you want to spread my lips apart and stroke its entire length," she cooed, twisting herself slightly so that she could lift one hand off the ground. She reached for my head and pulled my face tighter to her pussy. "That's better, drive that tongue right into my cunt," she moaned as I slid my tongue deep between her lips, stroking it slowly up along her lips to the top of her pussy. "OH god yes...right there...lick that right like that!" she gasped as my tongue bounced across her clit.

I focused on her clit, flicking my tongue back and forth across it and then circling around it alternately.

"Ohhhhh god yes!" she gasped again, leaning her hand back so she could balance herself. She rocked her ass on the ball, driving her hips up and down, grinding her pussy against my chin as I tried to stay focused on her clit, flicking my tongue across her clit as quickly as I could. "OHHHH SHIT HERE I COME!" she squealed loudly as her whole body began to tremble and convulse. "OH FUCK....OH FUCK!" she gasped over and over as I continued to attack her clit with my tongue, her whole body wracked with spasms. Finally after what seemed like an hour, she pushed my head away from her crotch. "Enough...enough," she said breathlessly as I rolled back on my heels and sat down on the floor, my face wet with her juices.

She slowly rolled down off the ball to sit on the floor in front of me, her legs spread wide on either side of me. She reached out to me and pulled me toward her until she fell back, the ball skittering across the room as she pulled me on top of her. She aimed her face at mine and sucked my lower lip into her mouth, tugging it slightly as I rolled over the rest of the way to lie on top of her, my chest smashed against her soft tits.

"You made me come so hard," she whispered after letting go of my tongue. "You did a very nice job. If you do that to your girlfriend she'll think you're wonderful."

"I don't have a girlfriend right now." I answered back quietly.

"Awwww, that is a shame. They have no idea what they're missing." She said as she wrapped her arms around my neck and rubbed her nose against mine.

I could feel my again hard cock pressing against her pussy and arched my back a little, pushing my head against her wet pussy, trying to inch it into her.

"Uh uh uh. We can't do that," she whispered, sliding her hands down to my hips to still them. "No matter how much I might want to as well."

"Oh." I said feeling quite let down. I was still very turned on and I hadn't been inside a woman in months. My mind hadn't completely dealt with the fact I was actually lying on top of my best friend's mother, what it had dealt with was the feeling of her wet pussy pressing against my head. But even being told no didn't seem to faze my raging hormones. I arched again, pressing my cock against her pussy and forcing my head between her lips and into her tunnel an inch or two.

"Ohmygod," she gasped, arching her own hips up to drive me farther into her. "We really can't do this." she moaned as she rolled us over, putting me on the bottom. She wiggled her hips, driving my fat cock all the way into her until her clit was pressed into the base of my cock. "No we can't," she said after several seconds. She abruptly pulled off my cock and practically ran from the workout room naked. I lay there for several minutes and then got up, picking up my clothes and hers. I walked to the shower, stripped off my shoes and socks and then took a long slow shower, jacking myself off one more time to the memory of how her pussy felt around my cock.

It was at least an hour after I had showered and dressed that I heard a gentle knock on the door of my room. "May I come in?" Misses K asked quietly, sticking her head through the partially open door.

"Sure," I said, quickly clearing several books off my bed to make room for her to sit down.

"Scott, I wanted to just come by and make sure you were ok," she said softly, settling on the corner of the bed, dressed now in a conservative skirt and tank top, brushing an errant lock of long brown hair back behind her ear.

"Um. Yeah. I'm really sorry. I didn't mean to...." I started to say.

"Shhhhh. It's okay. That wasn't your fault. That was mine. I should have remembered back to teen age hormones. You have nothing to be sorry for. You did a wonderful job pleasuring me. I hope that I made it equally enjoyable for you," she said, interrupting me.

"You did. It was great. No one has ever sucked me like that," I replied, sitting up on the bed straighter, partly to hide the sudden hardening of my cock.

"Well, I think we should probably not repeat that any time soon. I mean it's not that you weren't good, but it's probably not the best thing for us to be doing. Does that make sense?"

"Yeah, it does," I answered a bit sullenly. Now that I had a taste of what she could be like, I wasn't sure I really wanted to stop, but if she wanted to I didn't see that I had much choice.

"Okay. Thank you, both for the wonderful climax and for understanding." She said quietly, getting up from my bed and leaning over toward me. She kissed me gently on the cheek and then turned my face with her fingers to plant an equally gentle kiss on my lips. "You will always have a special place in my heart. You are a sweet kind young man and whoever you end up marrying is going to be treated to many wonderful nights of sexual bliss," she whispered, her lips inches from mine.

"Thank you," I whispered back before she let go of my face. She smiled slightly, almost as if she wished things were different, and then turned and walked quietly out of my room.

Weeks had passed and there was no indication from her that anything like what had happened in the past would transpire again. A few times we worked out at the same time, and I imagined that she was wearing more provocative outfits, but then it was only my very active imagination. Our workouts were generally very straight forward, with both of us working out in the same room, and occasionally checking each other out to some extent, but any "shared" workout activity just wasn't happening.

Today I was skipping the workout completely. It had been a rough Friday at school and what I really wanted wasn't a workout. In fact, what I wanted right then was to go march upstairs to Misses K's room, strip her naked and have sex with her. I suppose I might not have felt that way if my one professor didn't always wear such tight outfits. She was older, maybe as old as Misses K, but not quite as sexy, even though she tried to dress much more like a coed than her age. Three times a week I watched her, but what I really saw was Misses K's bare tits bouncing as she ran on the treadmill or her wet pussy spread wide open for me to lick. And every day I came home from that class, my last of the day, stripped down and jacked off. But even that was getting frustrating. Part of me wanted to feel more of what I had felt, not my own hand. Part of me wanted to see her straddling me, riding up and down my cock with her fantastic tits bouncing in my face. No, today I wasn't going there. I simply had to get that whole fantasy out of my mind, so I stripped down, wrapped a towel around my waist and headed up to the kitchen to get a bottle of water before spending some time in the sauna.

As far as I knew I was alone in the house, so when I heard noises down the hall I had to investigate. The master bedroom door was open a few inches, looking like maybe it had been shut but not latched and the cat pushed it open. I stepped quietly to the door and froze in my tracks at the sound of Misses K's voice in the room.

"Oh God yes Scottie. Fuck me like that! Fuck my hot little cunt!"

I peeked into the door and stared. Misses K was completely nude, lying on the bed, one hand pulling and squeezing first one tit and then the other while her other hand pumped a long purple cock in and out of her pussy. Each stroke make a gentle squishing sound just barely audible between her moans and cries and the quiet buzzing of its vibration. I stood there, staring, my cock getting harder by the second until it stuck out the gap in my towel.

"Ohhhhh fuck me baby! Fuck my hot wet pussy! Make mama come around your big fat cock! Fill me with all that hot fuck juice!" she moaned loudly. "Oh fuck Scottie, fuck meeeeeee!"she squealed suddenly as her body suddenly stiffened, her legs trembling and her hands holding the vibrating purple cock deep inside her.

I stepped back quietly, realizing that I was standing there stroking my cock. I retreated back down the stairs and made my way to the sauna, my head reeling from what I saw and heard. It was my name she was calling, begging me to fuck her, my cock she was fantasizing that was inside her. I thought she didn't want to have sex with me, but it seems she was doing exactly what I was doing, fantasizing about having sex with each other.

I settled into the sauna, dropping my towel on the bench next me and sat back against the wall, my mind filled with the images and sounds of that purple dildo plunging in and out of her pussy. I could have gone right in and pulled it away and pushed my own cock in there, but no...I was quite simply, too afraid of what would happen. Clearly she wants to have sex with me, but at the same time, she doesn't. The intelligent thing would be to forget about doing it with her, but damn, it's hard to put those images out of my mind! Maybe working out would help.

I climbed out of the sauna and headed to my room, pulling on a pair of workout shorts and then heading back into the gym. I worked out with weights for half an hour or so and then moved to the rowing machine for a few miles of work there. With my body more fatigued and my mind somewhat dulled, I headed back to the sauna. I didn't even bother with getting a towel, I just stripped off my shorts and dropped them on the bench as I plunked down hard. Maybe part of me wanted her to come find me naked, I don't know. My mind was quite confused as I sat there slowly stroking my cock, thinking how it felt for that one sweet instant when I was inside her pussy.

"You are in here," Misses K said after opening the door. She stepped inside the hot booth wearing a big fuzzy robe. She sat down on the bench across from me, the bottom of the robe spreading apart, allowing me to see all the way up her thighs. "I thought I heard someone in the hallway. It was you, wasn't it?"

"Yeah, it was," I said, resting my hand on the bench next to me, not even bothering to cover my raging hard on.

"I'm sorry you saw that." She said quietly. "It must seem like an awful tease."

"I know you weren't doing it for me to see, but knowing you were doing it, thinking about me, well, yeah, it was sort of a tease."

"Like I said, I'm sorry. This has gone so much farther than it ever should have," she said quietly, sweat beginning to pop out on her brow and on the v of creamy breast that the robe didn't cover.

"You should take that off, you'll roast in here."

"I'm thinking that's not a real good idea," she answered quietly.

"Why? Because you're naked? I've seen you naked already, remember?"

"I guess you have at that," she said, shrugging the robe off her shoulders and undoing the belt around the waist. In moments she was sitting with the robe apart, her body completely exposed to me again.

"So what now?" I asked after a long uncomfortable silence.

"I'm not sure. I just know that this is forbidden fruit. I guess that's part of what makes it so tantalizing, so desirable," she said quietly before standing up and moving over to my bench, squeezing between myself and the wall, our hips glued together.

"Yeah, it is desirable," I answered her. "Especially after that last time."

"Yes, that did feel pretty good, but still, it shouldn't have happened," she said as I moved a hand to her leg and began stroking her thigh with my fingers, her arm around my shoulders so I was pressing my arm against her tits.

"I'd do that again in a hot second," I said softly.

"Which part?"

"All of it," I answered.

We sat there for a long time, the heat making us sweat, my fingers stroking closer and closer to her pussy as I teased them on her thigh.

"Come on. Let's go cool off in the shower," she said, getting up and taking my hand. I let her lead me out of the hot cubicle to the shower stall, where she reached in and turned the water on with one hand, her other hand holding mine. "There," she said, turning and backing into the small shower stall, pulling me along with her. She drew me back into the stall and under the water before reaching around me to close the glass door. "That better?" she asked as the tepid water flowed over both of us.