Bed Time is the Best Time

I couldn't believe it when my mother told me that Mrs. Donner was coming to visit for a few days. I was definitely excited. Her family lived next door to us in Florida before we moved to Ohio. Her and my mother were great friends and she was coming up as a little vacation from her family.

I used to baby-sit for her two young boys years ago. Now I was a 23-year-old college boy, living at home. I was always trying to sneak peeks of her and sometimes I would look through her underwear drawers when I baby-sat.

She was 43 with two sons and a husband and had brownish blonde hair and pretty face. She was definitely a good catch for a wife. She had nice boobs that had a little sag to them and a nice butt. She was probably 5'5 and 130 lbs.

A few weeks later she showed up and her and my mother spent a lot of time together. I really didn't see much of them between school, and the ladies just doing their thing.

Now during the time that we had moved away, I had matured quite a bit physically. My body had filled out and I was constantly in the gym. I was no muscle head, but I looked very fit.

Time to put my plan into action.

The way our house was set up, all the bedrooms were on the second story. My parent's room was at one end of the hallway and the other 3 bedrooms were down the hall. We had a big house and I would say that if you talked at normal level in the hall by my room, it couldn't be heard from my parents.

My mom and Mrs. Donner would stay up until about 11 or 12 each night talking and then head off to bed. At about 11, I would strip to my boxers and crack open my bedroom door. And I would basically lie on the floor waiting for Mrs. Donner to walk by my bedroom door. The first night I heard her coming so I started doing sit ups like crazy.

She walked by my door and went into the bathroom and then into her room for the night. The next night, it was the same deal. On the third night, there I was going to town doing sit ups when I heard her coming. I didn't face the door when I did the sit ups, but I heard her stop and look in through the cracked door. Then she went off to the bathroom. Aaarggh! "So close," I thought.

When she came out of the bathroom I started doing pushups. In the middle of a set, I heard, " Hey Matt. Doing a little late night exercise?"

"Yeah. I do a little exercise cycle before I go to bed, it helps me sleep like a baby."

At this point she pushed open the door and stepped into my room. She was wearing a bathrobe with a nightgown hanging out of the bottom of it.

"I exercise a little at home, but I just can't make myself do it all the time. I admire your dedication. It definitely shows on you." "Thank you. I found if you do a little at night, you wake up feeling really good. Would you mind doing me a favor and holding my feet while I do some sit ups?"

"Sure," she said. She took a few steps towards me and then turned around and shut my door. "No need to wake up your parents with our talking."

So I assumed the position on my back with my legs bent and my feet on the floor. You know how boxers are, they aren't super tight and I wondered if she could see down the cracks between my legs. She got down on her knees and put her hands on my feet leaning forward.

I launched into a set of 75 sit ups. After I finished, I just laid back with my abdomen heaving up and down as I was out of breath. She just sat there kneeling in front of me.

"Want to give it a shot?" I said.

"Oh I don't know. I don't want to get all worked up before bed."

"Come on, you'll never get into a routine if you don't start."

And with that, she laid flat on her back and drew her legs up. She had a long nightgown on, and she pushed the slack of it between her legs. I assumed the position in front of her and placed my hands on her feet. Because of the way her nightgown was, I couldn't see anything I wasn't supposed to.

She struggled to do 15 and then quit.

Now she was out breath, while she lay there trying to regain her breath, I started in on some push ups. As I did the push ups, I was thinking how to extend this time with her.

I loved doing push ups, because it made the fibers in my chest and arms stick out. I knew she was taking note of this. She quietly laid there looking at my body.

"All right, more sit ups for. Let's go." I said.

"Let me take off my bathrobe so I don't get too hot," she said. She stood up and took the robe off. She was wearing a very conservative long nightgown, but I could see the swaying of her bra-less boobs underneath. She got back on the floor and this time she knocked out 18 sit ups.

As she laid on her back out of breath, I sat perpendicular to her and slid my feet under her side to hold my feet down and did some more sit ups. This was allowing more contact between us, though it looked platonic.

When I finished, I rolled over to my knees, getting ready to do some pushups. She looked around my room away from me and gave me the opportunity I needed. As her head was turned, I reached down quickly and took my dick out of the slit on the front of my boxers. I then started doing pushups.

My dick was pointing straight down to the floor in full view as I did the work. I had my head looking forward so that I couldn't see I was exposed. She was now watching me and I was sure she was staring at my dick. I wasn't hard, but my dick was the size it would be just before you start to get hard.

I did the set very slow because I wanted to give her plenty of time to look. When I finished my last one, I rolled over onto my back and laid there out of breath with my eyes closed and my dick folded over my boxers through the opening.

After about a minute, I opened my eyes and looked at her. She had an odd look on her face, and then she looked at my dick and smiled. I looked down and acted surprised. "Oh my god! I am so sorry. Now this is embarrassing!"

I folded my dick back into my boxers and kept acting very surprised and embarrassed.

"I really am sorry. Did I make you uncomfortable? I will put on some shorts."

"Matt, don't worry about it. You don't have to put shorts on. It was funny."

She was acting very cool, so my plan was working.

"I don't think I can do any more sit ups, I am beat," she said.

"Come on, one more and then you can quit."

I got between her legs, and placed my hands on her feet again. She started and struggled right from the start. She was having trouble rising up.

"Come on! You have to push. You aren't getting to the top. Touch my stomach when you get to the top so you don't cheat."

And with that, she would rise and reach out and touch my abs at the top of her movement.

After about 7, she was done. We sat there as she caught her breath.

"Your stomach feels really hard. I could never get my 43 year old abs to feel like that."

"You can touch it if you want." She reached out and ran her hand over my stomach. I knew she was enjoying this as her husband is about 50 and definitely over weight.

"It is amazing how hard your body is." "You can touch me anywhere you want." She then allowed her hands to rise up my torso and started to feel my chest and shoulders. Then her hands moved over to my arms and she kneaded the muscles on my arms. As she was doing this, my dick started to come to attention. I didn't have an all out hard on, but it was semi hard and pushing my boxers out a little bit, as we sat there on our knees.

She looked down and let out a giggle with a smile. I looked at my dick, smiled and just pulled it out of the slit. It was now about three quarters hard and pretty much pointing at the ceiling.

"I guess all the touching is affecting this little guy." She had already seen it so I said screw it, time to be bold.

We sat there on our knees, and she looked down at my cock. "Look what you have done to him. He likes to be touched too."

She was a little hesitant, but reached her hand out and wrapped it around my dick. I couldn't believe it! Still on our knees, she started to slowly stroke up and down on it. It was now a full-fledged boner, and I was proud of my 7 inches.

It was odd, as we sat on our knees facing each other pretty much in silence and she slowly slid her hand up and down.

"You know, I almost have to say it isn't fair that you have seen me, and I don't get to see what you look like."

"What would you like to see?"

I put my hand on her knee, and got under her long nightgown. As she stroked me, I started to slide my hand up her leg. I got her bunched up nightgown to her waist and saw her nice brown bush. The hair was trimmed on the sides, but the hair was quite long. At the bottom of the hair, I could see the folds of two lips coming together. I ran my hand all around, but not actually touching the lips.

Then I placed my hand, almost like in a cupping position and sank a finger into her pussy. I started to run the length of her slit, and would knock her clit back and forth at the top of my swipe. Her pussy was very wet, and fingers were touching her all over, but in no particular pattern.

We didn't talk for 15 minutes as we just stroked each other. I love when you make a woman feel good, because you absolutely own her if you know what you are doing.

I decide to raise the stakes a little as I reached a little further back and started to tease her ass hole. I had her pussy juice all over my hand and just slid it all over that puckering little hole. This definitely shocked her. I could tell she wasn't used to being touched there.

I slowly started to stick a finger in her and drag it in and out. She was really turned on and I could see her beginning to enter "the mental place" where women feel so good they will let you do anything as long as you don't stop!

I slowly pushed her onto her back and began to lick her puss very slowly as I continued pulling my finger in and out of her a-hole. I varied the pace of both until she began to build to an orgasm. Right when she would get close, I would change again, just bringing her to the brink.

My goal right now was to give her pleasure in a way that she hasn't had it in years. When you have been married that long, you fall into boring patterns. I wanted to give her pleasure in a way she couldn't have imagined.

I finally decided to get her off. I started doing very big circles with my tongue around her clit and they kept getting smaller and smaller. (If you are a woman reading this, I want you to touch yourself like that now.)

The circles got smaller and smaller, until I was totally concentrating on her clit as my finger kept pumping into her ass at the same pace throughout.

She finally had an absolutely violent orgasm. It was beautiful. She just laid back as I slowly lapped the outside folds of her pussy.

I got up on my knees and started to rub the length of my dick down her slit. I slowly slid it in and watched the euphoric look on her face. I slowly pulled my dick in and out for a minute or two. Then I laid her legs flat, and straight ahead and kneeled above her with a knee on the outside of each of her legs with my dick still inside.

This created an incredibly tight fit with the base of my dick rubbing her clit. I slowly pumped and drove her wild. I pushed the nightgown up further, and revealed her nice tits. Her breasts were full and probably between a c and d cup. Her nipples were hard and begging to be touched.

I began to pinch her nips and picked up the pace with my dick. I knew it wouldn't be long since she was coming off an orgasm. Within 3 minutes she was cumming again from the friction my dick was creating. I pinched her nips hard as she released.

She was laying back trying to catch her breath and gain her bearings when I pulled out and raised her legs up. I held her legs up with one hand and began opening up her ass with the other. There was pussy juice that had run all over her ass, so it wasn't too tough.

I moved in and put the head of my cock on her a-hole. I started to slide it in and watched the look on her face. She just laid back with her eyes closed and nose scrunched and head moving all around in pleasure. I sank the length of my cock into her and she moaned out loud.

"Be quiet! We don't want anyone waking up!"

I started out slow and slowly built up my speed. She kept asking for it harder. I loved it. I really started to bring it and I just loved how lost in the moment she was. She laid back and loved getting it like that.

To see how much she was mine, I decided for a big finish.

"I am getting close to cumming, but I don't want to waste a drop of this on the floor. I am going to get up and put this whole thing in your mouth….ok?"

"Uh uh."

"What?"

"Yyyes…ok..ok"

I pumped a little more and then pulled out. I climbed up her body and she sat up somewhat to meet me. I put my dick in her mouth and pumped a few times before I blew an incredible load down her throat. I was so turned on, I felt bad for her because it felt like I would never stop cumming. She swallowed every drop. After she swallowed what was in her mouth, she licked every inch of my dick clean.

We caught our breath and laid there for a few minutes. It was now almost two in the morning and she and my mother were going to a museum early.

She got dressed and thanked me. I thanked her and said I probably enjoyed it more than her. She said, "Fat chance," and kissed me on the cheek. That was the first kiss we had shared through all that. Then she left my room and headed back to hers.

There were still 2 nights left in her trip so as I drifted off to sleep, I wondered what adventures the next two nights would hold.

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