Stacey's Mom

Marianne held his cock as he shot into the air, three, four times. It was the most incredible climax he'd had and seemed to go on forever with long, powerful streams of come shooting up and towards her. His come splashed on her hands, on his thighs and over the part of her blouse that covered her breasts.

"I expect that's better." Marianne smiled up at him when he finished, still stroking her cock slowly. "You don't want to be carrying around all that tension at your age."

Brad couldn't argue and simply sat there, feeling his heart pound and his cock twitch. "That was amazing," he managed eventually.

"Good." Marianne let go of him and stood up. "Sorry if we got a little carried away on that subject... but I think we got that all straightened out. Oh my, look at that." She indicated the splashes of come on her blouse. "It's been a long time since I've seen someone come as much that."

He sat and watched as she got some kitchen towel and wiped away the come, leaving a large wet patch on her blouse. His cock deflated slightly, then elevated right back up to its youthful peak. Brad made no move for his jeans this time. There seemed no point, and he wanted to see if there were any more lessons planned for the evening.

"So," Marianne walked back towards him, wiping her hands, "what do you think now? You think he was lucky to have his first time with an experienced woman?"

"I think he was lucky." Brad gave a small laugh. "I think I've just been lucky, you helping me the way you have." Marianne dropped between his legs, mopped up some come from the floor. She had another paper towel and when she came up she wiped his thighs, then she held him with one hand and dabbed the drops of come from the end of his cock. He looked on, marveling at the normality of her movements.

"It was nice to help." She made a last few brushes across his cock and then looked up. "There are many other things I could show you. If you'd like... Doesn't have to be tonight or anything, just..."

Brad looked intently at her. She still had her hand lightly around the base of his cock. His reply seemed obvious, but his passion was now very real.

"No, I'd like. Very much... if that's okay."

Marianne smiled warmly at him. "That would be fine. But I hope you don't think I'm some desperate old girlfriend's mom."

He looked at her shining eyes, her flowing hair, her bulging breasts, her hand around him... "No," he said sincerely, "I think you are beautiful. Wonderful."

"Okay." She smiled, stood up and turned towards the refrigerator. "Let's go into the lounge, it's more comfortable. I'll just get a glass of wine. Go in and I'll join you."

Brad sat on the sofa, still naked from the waist down and still standing proud. He heard Marianne clank a glass and bottle and then she came into the room. She stood and took in the scene, sipped at her wine and then set it down on a table.

"That's amazing that you're still hard." She pointed at his cock. "See, that's something a mature woman would appreciate, but a girl might just think is annoying. So, what's next?" She started to unbutton her blouse. It wasn't an overly sensual move, but Brad's gaze was riveted. She pulled the blouse off and threw it to a chair. Her breasts were bulging out of the top of a pristine white bra with lace around the edges. "Have you felt a woman's breast before?"

Brad nodded, truthfully. He didn't offer the fact that it had been a quick grope at a party and he'd been shouldered off after a few seconds.

"Let me show you a few things." She reached behind her, unclasped the bra and let it fall forward into her hands.

Marianne's breasts fell a couple of inches but remained well supported for their size and her age. Her nipples were large and brown, the tips darker than the rest. They wobbled with her movements and mesmerized Brad as she came to sit beside him. "Show me what you do." It was a command, but to him it sounded like an offer.

He tentatively reached up and cupped both breasts in his hands, his palms against her nipples. She closed her eyes and sighed gently with the relief of his touch. Brad noted for the first time that her glasses were gone. "That's nice," she said, "you have nice warm hand, but don't just push on them and rub them, take my nipples and squeeze a little. That works really well for a lot of women."

Brad did as he was instructed and pulled on one nipple, then the other, tweaking them between his thumb and forefinger. Marianne let out a squeak of pleasure and he hesitated. "No, don't stop, that's better. It feels great. You can be a little harder than you think. Not to hard, but some pressure is really nice."

He continued to manipulate her nipples for several minutes, taking her instruction and marveling at how large the buds grew in his fingers. "You see, you might not have thought about this, but making my breasts feel the way you have, that feeling goes straight to my... pussy, and excites me there too. It feels gorgeous." She sighed again.

"You feel wonderful," Brad said, mesmerized by his hands on her glorious boobs.

"Let's move on." Marianne shuffled in her seat. "Let me show you what to do... down there."

He took his hands from her body and watched as she undid her shorts and pulled them down her legs. He saw immediately that she wasn't wearing panties and an extra burst of pressure rushed to his cock. "Now," she was using that matter-of-fact tone again. "I want you to stroke me first. You should start with some light strokes, and work up to pushing a little harder, especially at the top and bottom... well, you'll get it. I'm sure. You seem like a good student."

She leaned back, opened her legs and Brad got to the floor in front of her. Marianne's pussy was glistening already. She wasn't shaven, but there was a lot less pubic hair there than he'd seen on most of the Playboy models he'd viewed back then. He reached out a hand and let his fingers gently run up and down the outside of her protruding pussy lips. Marianne shifted her hips forward some more, inviting him to explore deeper. He used a little more pressure with his strokes now.

"That feels good," she breathed. "Now, when you get to the top, make some small circular motions with your fingertips. You should be able to find my clitoris. Push, but not too hard." He started his circles higher than she needed and her hand quickly came down to guide him. "Can you feel?"

Brad nodded, enjoying his first pussy, as well as the intimacy of the close-up and the instructions he was getting. It was a guided tour and information he would use the rest of his life. Marianne's clit felt bigger than he'd expected, soft, but hard inside. He rubbed a few times and felt her wriggle to his touch.

"Push a finger inside me. Go as deep as you can, slowly."

He pushed, amazed at the lack of resistance and the warm sensations of her pussy walls as he glided inside. Marianne moaned but he didn't look up, mesmerized by the sight of his finger disappearing into her wet hole. She asked him to add another finger, which he did, and she wriggled some more as he pushed them in. "Turn your hand, and push your fingers up towards my tummy." He did as she asked, feeling that her pussy was larger inside than he'd imagined and enjoying the obvious pleasure she was getting from his movements.

"Now, if you can..." she gasped between the words, "use your thumb to rub my clit."

Brad moved his thumb into position and moved it over her clit. Marianne gasped and her hips bucked slightly. He discovered that he was enjoying giving pleasure more than he would have believed.

She suddenly sat up, reached down and eased his hands away from her. "Wow," she looked down at him, her complexion showing some flushing, "you are a quick learner."

Brad wished he got grades for this. Marianne breathed deeply and brought herself under control again. He wondered why she'd stopped him when she was obviously so close to climax but he'd long since stopped worrying about what was happening tonight and started to enjoy it all.

"Would you like to taste me a little?" she asked.

"Sure." Brad's head moved slightly forward and her hand caught him.

"Like with your fingers. Do the same things, slow and light at first, then work on my clit a little. Let's see how you get on with that."

His tongue touched her tentatively, not sure what she would taste like or how she would react. He needn't have worried. She tasted sweeter than he thought she would, smelled wonderfully sexy and felt silky and sensuous on his tongue. After a few licks around her swollen pussy lips he parted them with his tongue and ran all the way up her opening. Marianne moved towards him, encouraging his movements. When he reached her clit he flicked at it a few times with the tip of his tongue. Marianne's hand touched the back of his head, motioning him to stop.

"Don't flick," she instructed. "That can feel more like tickling. It feels much better when you make slower licks and apply pressure. Your tongue is very soft, that's why this feels so good."

It felt good to Brad also, the intimacy of the act, her taste, her smell. Every one of his senses was firing as he continued to pleasure her.

Like before, Marianne eased him away just when he thought she was getting close. "I don't think I could take much more than that," she half-panted, half-laughed.

"Would you like me to..." Brad felt like he at least owed her a returned favor.

"No." Her voice was firm. "I thought you might want to... come inside." She glanced at his straining cock. "It kind of looks like you could use some."

Brad didn't question this. He stood up and looked down at Marianne's glorious body, thinking how lucky he was to have such a wonderful and sexy teacher. Marianne swiveled to lay the length of the sofa and opened her legs for him.

"Here," she beckoned, "come inside like this. I want to see your face. After that we can try a few other things."

He kneeled on the sofa between her legs. Her hands reached up, encouraging him to come closer and bring his cock towards her. "Just relax," she said, "I'll guide you in, just push when I tell you. Don't do anything then, just see how it feels."

As he eased towards her Marianne's hand reached out and took a firm grip on his shaft. She pulled him so that the head of his cock was touching her pussy lips, feeling her heat. "Just push gently," she told him. He did, and she opened for him and allowed his cock to slip easily into his first pussy.

"How's that?" She smiled up to him.

"Great," he breathed heavily. "You feel so warm."

"You feel good too." Marianne ran her hand over his back and it felt like she was spreading pleasure dust over him. "You have a nice cock. It feels so good in there. Push a few times for me."

Brad eased back and thrust forward again with several long, slow strokes. Reality encroached on him for a moment when he realized he was actually fucking Stacey's mom, but the distraction was short. Marianne's face was beaming at him, encouraging and downright sexy.

"You want to try from behind?" she asked, just as he'd found a slow rhythm.

He nodded. He would have gone along with anything she said at that point. She slid out from under him and he stepped back with his knees. Marianne turned over for him and he was faced with her gorgeous pussy, sticking out between her ass cheeks. He ran his hands over her and resisted the urge to jam his cock inside. Her hand was reaching for him urgently now though, grasping him and pulling him back inside.

"Hold my hips and start working," she told him. "Don't go too fast, it'll be better for you."

"Can I...?" he started.

"Don't worry about me, you'll do fine. Enjoy this Brad."

It was impossible not to enjoy her. He made a few slow thrusts, each one longer and deeper than the one before. With their unhurried actions Brad was able to take in more of the moment and enjoy his first sexual coupling. Marianne encouraged him, telling him to keep his thrusts deep and slow. He felt her hand come between her legs and run along his balls with each stroke. He felt the long slow rise to climax that Marianne had introduced him to earlier start again somewhere near the base of his balls.

"Slowly baby," she urged, "I'm right with you." Then, unexpectedly, she gasped and grunted. "Oh God. Now."

He knew from her words that she was coming, but learned that he could feel a woman's climax through the contractions of her pussy. He almost stopped moving as she involuntarily gripped his cock several times and her breathing became short and shallow. Emotion unaccountably welled in him as he realized he'd just made a woman orgasm for the first time.

"You did great," she panted back to him as the moment subsided.

As Marianne recovered from the climax Brad started to push again, thrusting slow and deep as he'd been instructed. He held her hips tight and pushed hard with each stroke, defying his youthful urge to quicken and come. When her hand came back to his balls he knew the wait was over though.

This one even beat out the earlier climax at the best of his life. Everywhere around his lower torso seemed to be sparking with pleasure as a slow-burn fuse crept down from his navel to his balls. When the fuse lit up the climax, huge waves of pleasure washed through him; one after the other radiating from the base of his balls. After several seconds his balls started pumping and he felt the rush of come power into Marianne's pussy. Somewhere in the middle of it all he saw her face looking back at him, smiling. His first time was as good as anything he could have imagined.

When the orgasm subsided he pulled out his drenched, semi-hard cock and flopped down on the sofa. Marianne swiveled around and sat thigh-to-thigh with him. Her hand patted his skin as he continued the slow recovery and she casually reached over to pull back the foreskin to reveal the red head of his cock. It was a simple gesture, but very memorable for all that.

"That was amazing." Brad's words were uninspired, but they were full of feeling.

"It was very nice," Marianne said kindly. "I'm glad that we could spend this time and I hope you'll find these things useful."

"I will," Brad said confidently.

"There's more to learn though." She got up and walked to the kitchen for more towels. When she came back she wrapped one around his cock and dried him off. "You should learn more about what positions work best for women, more things about eating pussy... and we kind of skipped over the boobs a bit. You should learn to lick and suck on them."

Brad said he'd like that, without taking his eyes off her swaying breasts as she tended to him.

"Maybe we should do some more sometime?" Marianne asked, smiling and sounding hopeful.

"That would be good," Brad said, thinking that there was nothing in the world that he wanted more.

She packed him off that evening with some fresh cookies and a peck on the cheek. Brad walked home without his feet touching the ground. The world had changed and losing his virginity had been more than he ever dreamed it could be. No only had he made love with a beautiful woman, but she was experienced and had led him through to make the experience awesome for him. Marianne had transformed from Stacey's mom into his first lover. He gave no thought to the fact that she was married, or how complicated such an affair could get, all he remembered were her hands, her breasts, her pussy, and the way she looked at him over the top of her glasses.

*****

Brad's liaisons with Marianne went on for about a year, managing to avoid discovery and even rumors around the small town. Marianne taught him much and they pleasured each other passionately many times during that year. She always seemed to enjoy their time and Brad became a considerate and accomplished lover way beyond his years. Just before he went off to college Stacey started acting distant and he often wondered if she'd got wind of what was going on with Marianne and him, but maybe it was just the natural growing apart forced by the inevitability of college.

After his first semester Brad visited the Keen's house, but Marianne, who was alone, made no move to invite him to stay or continue the relationship. He accepted that day better than he expected and acknowledged that her insistence on treating their lovemaking as "lessons" made the split easier. He never mentioned their affair to her, or anyone, again, never asked for a reprisal and always hugged her sincerely when they met. They knew, even if no one else did.

Stacey and Brad drifted apart quickly. She settled somewhere in Oregon and Brad hadn't seen her in years. He lives closer and goes home every month to visit his parents and occasionally he still sees Marianne around. She might be in her mid-fifties now, but she still looks great and always has a smile for him. Occasionally she still catches him unawares and gives him that disabling look over the top of her glasses.