A Woman's Needs

Caroline, wanting to change her thoughts said, "Dammit, where's Noah. He should be out here to play with you."

Jake agreed, "Yeah, Tracy is probably the only thing on his mind most of the time these days. Maybe you will need to jump in, Mrs. D."

"Ok," Caroline agreed, "but only for a minute. I don't like to be in the chlorine for long. It's not good for my skin." Jake thought to himself that whatever she does to her skin she should keep doing it. Caroline took a long sip from her straw, put her book down, took off her sunglasses and got out of her lounge chair. When Caroline wasn't looking, Jake watched every step and every shake of her fine MILF ass as she walked to the deep end, quickly averting his direct gaze once she turned towards him. Prepping for her dive, it was impossible for Jake not to notice her large breasts being held up by her string bikini top. Sure, her body wasn't as tight as the 19 year old hotties that Jake's been dipping his cock into the last 12 months, but there was just something undeniably sexy about this older lady. Caroline executed a graceful dive and then swam underwater, emerging just feet from where Jake was standing. Hoping that Caroline hadn't noticed, Jake thought he counted a 3 bounce jiggle once she surfaced above the water line.

"Noah," Caroline yelled loudly, "Get out here. You're missing all the fun." Soon Noah did come out and he and Jake played, swam, and had fun. Caroline joined in a little bit in the swimming, but let the boys have their fun for the most part. About 5PM, Caroline got up to go in. "I have to get dinner ready. It's just an easy pasta salad and fruit, so it won't take long. Finish up and come inside within 30 minutes, boys." An enjoyable dinner and a fun board game was just about the perfect end to a great day, but it was getting late, so Jake headed upstairs.

After showering and climbing into bed, Jake was tired and figured he'd drift off to sleep quickly, but for some reason, sleep wouldn't come. He figured a little wank would help him relax. He envisioned his most recent conquest, Jackie. Jackie was short and petite with black hair, small breasts, and the cutest little ass. He was conjuring up an image of Jackie in her bra and panty when the image in his mind was replaced by the image of Caroline in her little red bikini. "No," Jake thought, "I can't think of her like that." However, his cock was already harder the instant he thought of Caroline, so he let his fantasy go. "It's just a fantasy," he told himself. In it, he was sitting poolside, tanning in a chair when Caroline got out of the water and started walking toward him. As she sashayed toward him saying, "Jake, I want you so bad," she was undoing her bikini top a la Fast Times at Ridgemont High. It wasn't too long into the fantasy seduction when Jake started shooting hot spurts of cum all over his belly. Grabbing his t-shirt, he sopped it up and drifted off to a deep sleep.

Unbeknownst to Jake, just 25 feet down the hall, Caroline was having a similar fantasy. She was in the kitchen when Jake came in. "Jake," Caroline pouted, "I can't reach that can of tomatoes and lift it because it's so heavy. I need someone big and strong. Can you get it for me?" Barely moving out of the way so she was rubbing on his hard body, Jake reaches up and grabs the can in one hand. "Ooooh, you are so strong Jake," she says, rubbing her hands up and down his toned biceps.

"Yeah, I am strong. Strong enough to do this," and Jake grabs her by the hips and lifts her easily to the kitchen counter, getting between her legs and forcing her to spread them. "Strong enough for this too," he says as he kisses her strongly.

As her fantasy is playing out, Caroline is soon moaning, "Yes, Jake, take me right here" and fingering her pussy. Within minutes, her whole body tenses up and she suppresses a squeal as she has a marvelous orgasm.

Chapter 4 - Dueling Showers

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The next morning, both Jake and Caroline were a little embarrassed and each hoped the other could not figure out why and certainly neither wanted to talk about it.

The next week was fun. Noah and Jake had their summer jobs, but there was still a lot of time for fun. Mostly, they just hung out at the pool or played Playstation, but it was great. Come Saturday and Noah left early morning on an overnight hiking trip with Tracy. They're both into hiking and they wanted to climb some mountain and sleep in a cabin on the mountain. Jake couldn't see why you would want to sleep in a hot, stuffy cabin when you've got a comfy bed inside an air conditioned house, but to each his own.

Jake had to work early, but was looking forward to nice dip in the pool and then thought he would binge watch a show on Netflix he's been meaning to watch for a while. Coming in the front door, "Mrs. D, I'm home. Are you here?" He heard no answer, but her car was there. She's probably in her bedroom or maybe, if I'm lucky, she's out at the pool. "No, you idiot," Jake scolded himself. "You don't want her to be out at the pool. You might not be able to handle it." Laughing to himself, he stripped out of his clothes and threw on his suit quickly. Not completely surprised, he found Caroline lounging by the pool reading.

Looking up from her book, Caroline greeted Jake, "Oh, hi Jake. How was work?"

"Oh, hi Mrs. Dupree. Fine. How's it going here?"

Caroline answered, "Oh just fine. Another great August day; I just had to come out to the pool."

Jake started to go down to the deep end in order to dive in, but Caroline stopped him. "Say, Jake," Caroline tried to sound casual. "Can you help me get sunscreen on? I was able to do my front, but I really want to turn over and I can't do the back."

Jake, flustered and excited at the same time, said, "Uh, sure. Mrs. Dupree."

She handed him the bottle, lowered the lounge down, flipped over, and laid down on her stomach. "Start at my calves and just go all the way up to my shoulders if you don't mind," she instructs. With slightly shaking hands, Jake pours the sunscreen onto his hands and starts rubbing it onto her calves. From this vantage point, he's able to soak in all of the curves of Caroline's ass not to mention he could see a bit of her pussy bulge, too. This was having the expected result on his cock as Jake senses he is getting hard.

"Dammit, Jake, get a hold of yourself," Jake thought. Now up to the thighs, "Uh, is this ok? Mrs. D?"

Caroline answered, "Yes. It's fine and I think we can dispense with the Mrs. Dupree or Mrs. D thing. And don't you dare try to call me Noah's mom. Caroline is my name and we're both adults, so just call me Caroline."

Jake stutters out, "Uh-huh, s-sure thing, Mrs..., I mean, Caroline." Getting more sunscreen on his hands, Jake went to work on her lower back.

"Oh, I'm really trying to get rid of that bra tan line, let me undo my top for you," Caroline states and deftly reaches her arms behind her back and undoes her bikini top. The material flops to the side and Jake does a hard swallow by the amount of side boob that just appeared before him. Recovering, he continued.

"Hmmmm, that feels really good Jake. You're good at this, you know," Caroline complimented.

"Gee, uh, thanks, Mrs., um, Caroline" comes out of Jake's mouth, but he feels numb. It's as if he is outside his body looking in, getting lost in the feelings that are overtaking him. He thinks, "If this was one of the girls from school, I would flip her over right now and have my cock in her pussy in about 30 seconds, but this is Noah's mom. My best friend's mom for fuck's sake! I can't be having these feelings!!!"

Mercilessly, Jake gets to the top of the shoulders soon. "There," he says, moving away and jumping in the water. It took a good 2-3 minutes for Jake's hard-on to subside. Caroline was happy sunbathing and Jake was too petrified to say anything more. "I just want to lock myself in my room for the night," he thought to himself. Indeed, he couldn't take it too long and gets out of the pool, "Mrs...I mean Caroline, I'm going in now."

Caroline turned slightly revealing more side boob, a total flash only saved by her left hand on the bikini top. "What? So soon? You haven't been in very long. Are you alright?"

Jake answered nervously, "Yeah. I'm fine. It's just I guess I was a bit more tired from work than I thought. I'm going to take a shower and I might just head to bed early tonight if you don't mind."

"Ok," Caroline said. "Want me to check in on you later?"

Jake quickly shot out, "No. No, I'll be fine. Just need to rest" and he quickly scurried into the house. "Fuck," he thought as he made his way upstairs. "How the hell am I going to make it this year with this hot MILF living 25 feet down the hall from me? Damn, I just need a nice long shower." Stripping off his suit and getting the water going, he's still playing it out in his mind, "No f'ing way dude, you cannot start fucking your best friends' mom. Or maybe I'm reading too much into it, anyway. She's just being nice to me, yet I'm imagining she's interested in me. Yeah, I bet that's it. I just need to chill out and be a little more standoffish with her and things will be ok. And I definitely need to avoid being alone with her. I can't take it, I don't think, otherwise. My cock can't fucking take it." Stepping into the hot water, Jake said "Oh fuck" out loud as he realized how hard his cock had become merely having that conversation with himself. "Fuck it" he thought and squirted some body wash into his hands to act as pseudo lube and he starts to bate.

As soon as Jake left the pool, Caroline wondered if she had taken the flirting too far with him: "I suppose it's fun and an ego boost to have this effect on a young guy, but I shouldn't tease him too much. I mean, it's not like I really want him to fuck me, right?" Before that thought is even finished, Caroline could feel the moistness between her legs. "Fuck, Carol, what the hell are you doing? Chasing around some guy that's almost 30 years younger than you. He could literally be my son. I can't even entertain these ideas. I'll just stay clear of Jake for the most part and things will cool off. Besides Noah will be back tomorrow and, in a week, school will start and things will probably calm down. Damn, I just need a nice long shower." With that, Caroline got up and went inside and headed up to her bedroom, hearing along the way the hallway bathroom's shower and trying not to think about Jake standing naked in the shower.

Heading into her bathroom, she was about to start the water for her shower, when she heard something from the other side of the wall. That bathroom shower gets used so infrequently, she had forgotten that the master bath and that shower share a wall. Tiptoeing into the bath, she put her ear against the wall. She heard, "Oh, yes, Caroline, that's it. Take my cock in your mouth."

Caroline thought, "Oh shit, he's jerking off to me in the shower." She knew that the responsible, adult, motherly thing to do would be to quietly walk away and give Jake his privacy. But Caroline wasn't thinking as a mother right now, but as a horny, sexually deprived mid-40s woman. Stripping off her bikini top and bottom, she sat down in the bathtub. It was a little cold, but she didn't care.

By leaning her head to the right, she could easily make out what Jake was saying. "Oh, Caroline, you suck my cock so well. Yes, that's it. Yes, lick all the way from the base to the tip."

Caroline starts fingering her wet pussy, silently playing along with Jake: "Oh, Jake, yes, your cock is so big and hard. I love the feeling of it in my mouth."

Jake: "I need that pussy, Caroline. Get on your knees." Caroline mirrored his request, getting on her hands and knees in the tub and fingering her hot, swollen pussy.

Caroline (whispering): "Yes, Jake, your young cock feels so good in my cunt, baby. Yes, give me that cock."

Jake: "Oh fuck, Caroline. It's too much, I'm going to cum." She hears a grunt on the other side of the wall and can imagine the cum squirting from his hard cock right now. She flips back over and hurries to join him in ecstasy. It takes about a minute and then she stifles her moans as she cums, thinking of Jake. Her orgasm had just stopped when she heard the water turn off.

"Fuck! Well, so much for that plan," thought Jake.

"Fuck! Well, so much for that plan," thought Caroline.

Caroline finally started her shower and stood under the hot water, contemplating how she would proceed.

Chapter 5 - Point of No Return

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True to his word, Jake never came out of his bedroom that evening. It was 11 PM and Caroline was in bed, restless, not having come up with anything that would settle her mind. As soon as she would resolve to not think of Jake, he would pop into her head. As soon as she made a pact that she would not pursue a physical relationship with Jake, she would notice her pussy moistening and she had to calm down in order to not start bating again.

During that evening, Jake's idea of binge watching his show was going horribly. Even though he had busted a nut not that long ago thinking of her, he couldn't go more than 10 minutes with the show before he would start to think about her again. Then, he would notice he didn't remember anything from the last 15 minutes of the show and he would have to start it over. After 3 hours, he managed to watch 35 minutes of his show. Jake couldn't come up with anything that would satiate his desire for Caroline. Finally, he drifted off to sleep around 11 PM, hoping the new morning would bring a new outlook.

By midnight, Caroline had made up her mind: "I've lived enough of my life trying to make other people happy and where's that got me? Divorced. Discarded. Alone. Almost 50 with no one to hold me at night. I know I have Noah, but it's not the same. I have a woman's needs and I don't think I'm reading it wrong; Jake wants me too. I'm going to go for it and if Jake doesn't want me, well, we will just deal with it like adults."

Legs quivering, Caroline pushes out of bed and pulls off her sleep shirt, revealing her wonderfully shaped breasts. She slips off her wet panties. Completely naked, she begins quietly walking down the hall towards Jake's room. Slowly pushing the door open, she can hear the deep breathing of someone asleep. She creeps towards his bed and, with the moonlight peering through the windows, she can see his torso is completely exposed. Biting her lower lip, admiring his toned chest, she steps next to the bed. He looks so peaceful, but also so hot sleeping there before her.

"Well, Caroline, this is it," Caroline thought to herself. "This is the point of no return. No turning back after this."

Caroline reached out to grab the sheet that was between her and her goal.

Jake shifted slightly as she started to pull the sheet down. After waiting a moment, she continued, successfully revealing Jake in his boxer briefs. She lightly ran a finger over Jake's bulge. A small twitch, but not much. On the second run down, she put slightly more pressure. Then even more pressure on the way back up his cock length. She saw a slight growing in his briefs. He turned his head slightly and murmured, "Mmmm, that's feels good," but Caroline was pretty sure he was still asleep.

Leaning over the bed such that her breasts were lightly brushing his arm, Caroline ran her right hand down his crotch again while stroking his hair with her left hand, whispering into his ear, "Jake, it's me Caroline. And I've come to make love to you."

Jake mumbled, "Mmmm, Caroline, yes. Make love to me."

Slowly walking around the other side of the bed, Caroline quietly slid in under the sheets, pressing her left leg in between his legs, getting him to open his crotch more. With the greater access, she rubbed on his cock harder than she had as of yet and leaned in close and lightly kissed his lips: "Jake, kiss me. Make love to me." He responded with a kiss, still sleepily sloppy, but a reaction for sure. She slid her hand into his briefs, finally getting her target into her hands. It's already semi-hard and pre-cum is leaking from the tip.

She took his right hand and placed it on her left breast and then went back inside his underwear. "Jake, I want you to take me. I'm yours for the taking."

Jake muttered, "Yes, you're mine. You're all mine." Just then his eyes fluttered open. He thought this was part of a glorious dream he is having and kissed her hard and squeezed the soft breast that's in his hand. "Are we fucking?" he dreamily asked.

"Not yet, Jake. Not yet," she whispered as she kissed him again. She guided his right hand away from her breast and down to her waiting wetness. "See, my pussy is all wet for you, baby. It's ready to get fucked by you." She pulled down his briefs and rolled on top of him. Jake woke slightly more, but still seemed sleepy. She caressed his hardening cock against the outside wetness of her pussy lips.

"Caroline?"

"Yes?" A tiny hip movement wets the tip of his cock.

"Are you here?"

"Yes." A slide down wets halfway down his cock.

"In my bed?"

"Yes." She slides up from base to tip.

"With me?"

"Yes."

With that final answer, the moonlight hit across Jake's face and she could see the huge smile on his face. Leaning forward allowed Caroline to kiss him hard as well as position her pussy to take his cock into her. Finally lined up, she pushed back and his cock entered her pussy. "Mmmm. There. Now fuck me, baby".

Jake grabbed her hips and started to help her rock back and forth on his cock. Sliding his hands behind her allowed a nice squeeze of her ass while still helping her grind on his cock. She knew just how to move her hips and make Jake feel as though he's in heaven.

Fully awake, Jake asked, "Caroline?"

"Shhh, baby, we don't need to talk right now. I just need you to fuck me." Jake shut up and thrust his cock into her with more passion and fervor now.

It wasn't long before he could feel a surge coming up through him, "Oohhh, I'm going to cum." Stream after stream was released into Caroline's waiting, wanting pussy. She bucked and grinded her hips on every one of his thrusts, until eventually he subsided. She slowly rocked back and forth for a minute more until finally she slid off him, put her head on her chest, and leaned into him.

Jake lay there dumbfounded as to what just happened. He had fantasized about something like this happening, but never imagined it would have occurred so soon or like it had. For minutes, he still thought he was having the best dream of his life. However, he now realized this was no dream; it was reality. "Caroline, I know you don't want to talk about this yet, but can I just say that, well, that was amazing. You are amazing." That had put a smile on her face and she was content in his arms. She drifted off to an easy sleep within minutes.

Chapter 6 - Back to the Present

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So, that's how Caroline Dupree went from married mom to divorced mom to cougar in the span of about 3 years. The sun's just peaking through the windows, so it must be about 6 o'clock and Caroline is wondering how things are going to change. Noah is not due back until after noon, so she has some time to think about things, but she's not sure she has any good answers. She'll talk to Jake as soon as he wakes.

Jake's eyes open and he looks at her, the sun shining in on them, clearly showing her to him for the first time since her nocturnal visit. "So, it wasn't a dream," Jake joked.

Caroline laughed, "No, it wasn't a dream. I'm sorry, that was a strange way to approach you, but I was fighting myself all night, all day really, not to mention this past week. Well, I finally gave up the fight and, unfortunately, it was past midnight, so I guess I was your sleep angel. I hope you don't feel taken advantage of."