Donna, Amanda and I have been good friends since we were kids in grade school. We grew next door to each other, Donna on one side and Amanda on the other, and played together after school through our whole grade school years. I caught a lot of flak from some of my other friends, teasing that I was going to get girl cooties if I hung around them, but that didn't stop me. We had fun together and the difference in gender at that age really didn't bother me that much, both of them were pretty tomboyish and we had plenty of fun climbing trees and building snow forts and the like.
As we grew up and moved from grade school to junior high and eventually high school, we stayed close friends. When one of the girls would go through a breakup I was there to assure them that the guy was just a jerk. And usually they were. Both of them were very good looking young women, a lot of guys would just plain call them hot. The problem was that both of them had one condition that they demanded being met before they would get undressed with a guy....they had to be sure that he really loved them for them, and not just pretending to so they could get into their pants. In general the guys that were trying to date them only made it about six months before things fell apart and Donna or Amanda realized that they were not in love but just another "trophy" for the guys.
I had trouble myself finding a nice girl to stay with. I had my shares of girl friends, and my share of sexual relationships, but in the end it seemed like my friendship with Amanda and Donna seemed to cause some friction that ended up in my girl friends call it quits after some months together. Not until late in my high school years did I finally understand that the girls were "protecting" me from the girls that they called "jock predators". Not only was I intelligent, but being a free safety on the foot ball team and also running track put me into the sights of a lot of girls they considered to be in that category. Don't get me wrong, they weren't trying to hurt me, just the opposite, they were trying to keep me from being hurt.
So we enjoyed a close friendship, often hanging out in the summer months at Donna's house, because she had a pool, and Mrs. T had given me an open invitation to come by and use it any time I wanted. That in itself turned out interesting on more than one occasion when I walked in on her tanning in the yard in some of the skimpiest bikini's I'd ever seen. On at least one occasion I was sure she was covering herself up when she heard me come in, which of course soon had me sprouting a huge boner.
In the winter months we would hanging out at Amanda's house because it had a huge finished basement that her parents let us pretty much have to ourselves. We watched TV and movies, worked on homework together, played games and just simply enjoyed each other's company.
Eventually I tried dating each of them, but that felt awkward because I felt like when I was out with one I was somehow cheating on the other. They seemed ok with it, but our friendship won out over romance and our dates generally ended up being a group date with the three of us.
Our freshman year in college turned out to be the toughest for the three of us, friendship wise. Even though we went to the same college, just a few hours away from home, the requirement that we stay in the dorm the first year turned out to be difficult. The three of us had never lived anywhere but next door to each other in our entire lives and I was frequently getting chased out of their dorm room late at night.
When our sophomore year came we decided to rent a small three bedroom house just off campus. It was a stretch budget wise, but for the three of us it made perfect sense. A lot of my buddies thought it was a great setup, having access to two incredible hotties anytime I wanted, but I had to dash their dreams and let them know that while we roomed together, we weren't sharing beds. I didn't tell them that over the years the three of us had played around and seen each other naked more than once. We had just never quite allowed it to get to full on sex, all of us afraid how it might affect our friendship.
We jokingly made a pact that if none of us found our true love by the time we got out of college that we would consummate our friendship with a gigantic three way and then live together until we got old and gray. I think all three of us knew that it was just that, a joke, and that life held partners for each of us if we were patient and found them. To that end we all dated other people and searched for that perfect loving mate.
At the moment the girls were doing better than I was in that respect. They both had regular boyfriends, which they had made sure I met and approved of. At the moment I was between girlfriends, the latest one having decided that if I wasn't interested in moving out from Donna and Amanda and into a place with her that I somehow wasn't serious about her. She had certainly enjoyed the sexual relationship we shared, but couldn't seem to get beyond the fact that I was rooming with my two best friends that were girls. In her words, I could choose her or my BFF's. It was an ultimatum that pushed all the wrong buttons for me. If my future wife couldn't accept Donna and Amanda being in my life then she didn't really understand me either. That left me alone, again, on Friday night.
Donna's mom, Mrs T, showed up late Friday for a surprise visit. We sat up and talked for quite a while before she retired to Donna's room, since it appeared that Donna was either going to be very late or not at all. After she went to bed I hit the shower and then retired to my own room for a quick jack off.
Even in her mid forties Mrs T is an incredibly good looking woman, and after two hours of her sitting across from me in a short skirt and a white blouse unbuttoned far enough to see the edges of her lacy pink bra I was horny as hell. She had dark green eyes that seemed to twinkle when she smiled, much like her daughters eyes and, like her daughter, a large pair of breasts. I had seen Donna's a few times, and even had a chance to play with them, but her mother's tits were even bigger. The gaping shirt brought back memories of all those tiny little bikini's she wore in the back yard, and the times that I swore she had to have the top pulled up or aside to tan all of her breast until I walked in.
The thought of her laying there half naked on the lawn chair was the last thing in my mind as I came all over the towel I had just used to dry myself off, barely missing the Playboy summer special pictorial magazine that I enjoyed so much. Feeling a bit sated I dropped the Playboy on the floor next to the bed, tossed the towel toward the hamper and then turned the light out. The house was nearly silent except for the sound of tiny gasps and moans coming from Donna's room, which shared a wall with mine.
"Damn." I mumbled to myself, my cock quickly growing again as I listened to her and my mind tried to paint a picture of Mrs T laying naked on Donna's bed, her fingers pumping in and out of her pussy, her big tits completely bare and her free hand squeezing and pulling at her nipples. I could hear her moans grow louder as she obviously worked herself toward climax, my hand working my own cock in time with the sounds I heard coming through the wall.
"Yes. That's it. Right there! Oh yes. Perfect!" I could hear her say into the dark, wondering what she was picturing, fantasizing that it was me driving between her legs as I stroked my hand up and down my engorged shaft. "Oh God yes. That's it...Fuck me! Fuck me hard!. Almost there! Oh....OH...OH! God yes Jack!" I heard her cry, muffled by the wall, but clear enough to register in my mind.
My eyes flew open and my cock spewed cum onto my sheets at the sound of my name coming from her lips during her climax. I lay there, my body jerking and twitching as my mind tried to grapple with the reality that it was my cock she was fantasizing of, something that was completely unexpected.
Her moans faded away as she apparently drifted off to sleep, leaving me awake wondering if she were completely naked like I was, my mind making up all kinds of fantasies of her completely naked by the pool, slipping into my room in the night and riding me until I came. It was hours before my exhausted mind finally let me fade off to sleep.
I heard the water in the shower start and rolled over, the sun already beaming in through the tiny slits in the blind on the window. Sleep was unwilling to be pushed aside, so I let it overtake me once again, and faded off to the dream that had been teasing my mind. The sound of the running water began to fade away as my dream took over....until everything became shocked awake from the blood curdling scream from the bathroom. It sounded as if someone were about to be killed.
I leapt out of bed, threw my door open and took the few short steps to the bathroom door, next to my bedroom. I pushed the door open and looked for the source of the next scream, Mrs T, standing in the shower, the curtain pulled back over her, covering her diagonally so one of her big tits was fully displayed, water cascading over it as she pushed herself into the corner.
She saw me and pointed to the other corner of the tub, her eyes clearly filled with fear. I looked to where she pointed and took a step back myself. Standing on the edge of the tub was the biggest hairiest spider I had ever seen alive. This thing was monster, easily three inches across its legs, perched on the edge of the tub with two of its legs held out menacingly toward Mrs T.
I ran back to the bedroom and grabbed the first magazine I saw, and dashed back. I smacked the spider as hard as I could. The spider bounced into the air and landed in the tub, its legs flailing in all directions as the cascade of hot water hit it.
Mrs T screamed again and literally jumped from the tub, ripping down the shower curtain and running into me, knocking us both to the ground. She quickly rolled off of me and ran out of the bathroom, her bare ass bounding down the short hall until I heard Donna's bedroom door slam shut. I cautiously stepped toward the tub and shut off the water, the spider no longer moving but still looking plenty nasty. I gently prodded it with the magazine and was pleased that there wasn't any response. I pulled the plastic bag out of the trash can and carefully scooped the huge spider into the bag with the magazine. I set the magazine on the edge of the tub and was irritated to see that it was my favorite Playboy photo edition. I really needed to be more careful.
I tied the bag shut and then took the bag downstairs, tossing it out the backdoor with a little shudder. By the time I got back upstairs Donna's door was open and the bathroom door was closed again. I headed to my room and sat down on the bed, resting my head in my hand and trying to let the adrenalin high fade away. The image of Mrs T's bare tit jumped into mind, bringing back all the sounds from the night before. Within moments my cock was getting hard as a rock and I was starting to think about relieving it.
"I think this is yours." I heard Mrs T say from the bedroom door, holding out the magazine. It only took a second to notice what she had in her hand before I focused on her towel wrapped body.
"Uh Yeah." I answered, reaching for the magazine. She stood several feet away so I had to get up to get it, my hard cock standing out obviously as I took the magazine and sat back down.
"I have to thank you for rescuing me. I'm sorry about your magazine. I'm afraid the water hasn't done it much good." She said still standing about six or seven feet away. Even at this distance I could smell the fresh flowery scent of her soap and maybe even a touch of perfume, which surprised me.
"It's ok." I said nervously.
"You know. I think it's only fair that I reward your heroism in some way, especially since it cost you one of your good magazines. I know how important those can be to single young men."
"Uh. It's ok Missus T. Honest." I answered.
"Oh please. Molly. Missus T sounds much too formal for two people who are naked in the same room." She said with a crooked little grin.
"But you're not naked." I answered immediately, my mind not fully comprehending the meaning of her words.
"Oh. But I am." She said quietly as her towel slid down her body leaving her completely nude in front of me. Her tits were huge, each easily the size of half a small melon, the front of each covered with round pink areola. I doubted that if I tried to cover one of them with a coffee cup that it would fully contain the expanse of pink flesh. Centered in the middle of each pink circle was a hard perky nipple about the size of my finger in diameter and about the same length as it was wide.
I sat in total shock, letting my eyes trace down her slim firm stomach and waist to her round hips and then to the neatly trimmed patch of brown curls on her mound.
"So. Do you like what you see?" She asked huskily.
"Uh...God yes Missus T."
"Molly." She said sternly. "You know, you used to come over to swim and sometimes I had been tanning more than my suit would show. I often wondered if you were peeking at me before you came over. You always had such a nice hard cock in your trunks."
"No, I never did." I said defensively.
"Not to worry. I believe you. Kind of a shame you didn't though. Just think of all the wet dreams you would have had back then from seeing these all naked and exposed." She said as she hefted each full round creamy orb. She took first one step and then another and another until she was standing only a foot or so from me, her pussy lips now visible between her legs, her flowery exposed lips glistening with moisture.
"Um...Molly..." I started to say.
"Shhhhhhh." She said softly, touching my lips with her finger while she lowered herself to her knees, her big tits touching my knees. She reached one hand to my chest and slowly pushed me back until I flopped back on the bed, my rock hard cock sticking up in the air like a flagpole. "Ohhhh That is one nice sized cock, so big and long and fat. I bet the young ladies really enjoy this." She said as she wrapped her hands around it and slowly stroked up and down its entire length.
"Ohhhh God." I whispered as her hands rolled over my engorged head and rubbed the pre-cum dripping from the tip around and around the mushroom shaped head.
"Tell me, has Donna ever had this inside her pussy?" She whispered questioningly.
"Uh. Missus T." I said, trying to get up, but being pushed back down by one hand.
"I thought I told you. Molly! It's ok. You can tell me." she said as she leaned toward me, lowering her head toward my lap.
"Molly, I don't think...." I started to say.
"It's ok. You can tell me. I won't be upset." She cooed before blowing her hot breath across my head. She gently blew for what felt like an eternity before I felt her breath cease moments before the hot wetness of her mouth enveloped my cock head.
"Ohhhh." I groaned softly as she slowly slid her mouth down my shaft until the head was pressed against the back of her throat. She slowly pulled up my shaft and off, her hand sliding slowly up and down to spread her saliva on my cock, her lips now blowing and cooling where her hot mouth had been moments ago.
"No." I groaned.
"I see. Has she ever done this?" She asked, enveloping my head again with her hot mouth and gently swirling her tongue around the bottom side of my head.
"Ohhhh Not like that." I groaned softly.
I could almost feel her smile around my cock as she started stroking her mouth up and down my shaft, one hand following her mouth and the other sliding from my chest to my thigh, her nails gently scratching ever so slightly along until she had her hand between my thighs, teasing first one and then the other with her long nails.
"Oh God. That will make me cum so fast!" I groaned.
In response she stroked and sucked even harder, working her hand and mouth in concert up and down my shaft, her hand between my legs teasing my balls as she sucked.
"Oh shit!" I grunted, grabbing a handful of blanket in an attempt to control the tingling jolts of electricity that were lancing up and down my shaft. "You gotta stop or I'm gonna cum!"
She swirled her tongue around the end of my head and then pushed down on me again, this time driving me to the back of her throat, stopping briefly and then suddenly popping even deeper.
"AWWW SHIT!" I cried as my cock swelled in her mouth as she pulled back a little. I felt the first jerk of my body force my cum to gush out, filling her hot soft mouth with a huge wet load. Time and again my body jerked, her mouth consuming every drop I produced, her hand and lips never ceasing to stroke my long hard shaft.
"OH God." I panted as she released my cock from her mouth.
"Did you enjoy that?" She asked huskily.
"Oh yeah." Was all I could say.
"Have you fantasized about doing that before?"
"Not like that." I answered honestly, still trying to catch my breath.
"Oh? Tell me. Have you fantasized about playing with my tits?"
"Have you fantasized about sticking that hard fat cock into me?"
"Uh huh." I answered, somewhat embarrassed at admitting that I had often thought about her naked and like any horny teen, thought about fucking her nearly naked body.
"Good. Maybe we can make a few of those come true." She said in a husky whisper, lowering her face back down to my softening cock. She gently kissed my cock and then slowly, tantalizingly, almost agonizingly slowly kissed her way up my stomach and chest, her hard nipples dragging along my thighs and stomach until her lips were gently kissing my neck. I felt her climb onto the bed, one leg on each side of me until she rested on her knees, her wet pussy rubbing against my softened cock. "I've wanted to do this for a long time." She whispered. "Ever since I saw you get hard the first time at our pool. I could tell it was a nice big cock and I'd never had a big cock before."
"Oh." I answered, not at all sure what to do or say.
"You can touch me. It's ok you know." She whispered as she gently kissed to my ear and flicked my earlobe with her hot tongue. "You can touch or do anything you want with me." She whispered into my ear.
I hesitantly reached up to her sides and gently touched them, running my fingers back and forth across her sides from the sides of her huge breasts to the curve of her hips as her kisses slowly worked up my neck again and drew closer to my mouth.
Her lips touched mine and I could feel her hot breath as her lips gently kissed each of my lips before the tip of her tongue reached out and gently licked at my lips, coaxing me to spread them. As I parted my lips her tongue teased them more, disappearing only while she placed soft wet kisses on my lips. I let my hands begin to wander down the sides of her breasts, my fingertips gently brushing around her areola, searching for her hard nipples.
"That's it. They like to be played with." She breathed into my mouth before she pressed her tongue deep into my mouth. I could taste a saltiness on her lips as her tongue danced with mine, my hands becoming more and more bold as the intensity of my arousal continued to grow.
I cupped both breasts and gently squeezed them, her hard nipples pressing against my palms. I could feel them harden more and press into my palms as her kisses slowly grew in urgency.
"Mmmmm that's nice. But the nipples love to be gently played with. You can twist and roll them if you want." She coaxed softly.
"Like this?" I asked as I shifted my hands so my fingers could reach her nipples.
"Ohhhh yes. Like that." She cooed, her hips beginning to gently rock. I could feel my cock growing harder and her wet pussy rubbing up and down along the top of my shaft, my mushroom head being lubricated by her spread lips at the end of each of her strokes. "Have you ever sucked on tits?" She asked huskily.