Ellen's Little Friend

His flaccid penis now hung over Ellen's face much like a Sword Of Damocles made of flesh and blood, and it seemed to the married woman that Paul's cock was just as big limp as it was erect, with the fat mushroom head grazing her nose as it lazily swung about. His meaty balls were on her forehead, and there was no doubt what he was expecting so she opened her mouth and he dropped his tool into it.

Ellen recalled the taste, raunchy and musky, and realized as she sucked that this came from her pussy. The fact that she could only manage to get her lips half way down the limp cock spoke volumes since she was able to deep throat Ralph's erection without blinking.

Paul then leaned forward while keeping his dick in her mouth, and then she felt his face in her bush, the teen nonplussed by the fact he was licking a messy cunt, and while his tongue was not talented it felt good nonetheless.

By that point the teen's cock was starting to stiffen, and as he got more into the pussy eating Ellen was losing the organ in her mouth until it popped out and ended up a bit out of reach, although Paul's moving touch left his balls within reach of her mouth.

As Ellen suckled on the wrinkled eggs she heard the moan of content from above along with even more frantic cunnilingus she she went back and forth from orb to orb. At one point Ellen remembered looking up at the valley between the teen's widespread legs and wondering what the lad would think if she ventured in that direction.

She could even see the pert pink puckered ring up there, looking pristine and untouched, and Ellen casually let her tongue drift up the ridge on the underside of Paul's scrotum before stopping.

How many times had Ralph been unable to get hard again, or hard at all, and he had made her do something she had been unaware of before? Ralph called it "doing the nasty" and with him that's what it was, but back then she wanted to make him happy so she did what he told her to because it usually made him erect.

Paul, however, needed no such help because his cock was hard against her collarbone so he climbed off of Ellen and mounted her again, but this time there was none of the savagery of the coupling in the kitchen.

This time Paul was tender, smothering her with kisses all over her face, neck, shoulders and even her armpits, and then he eased that amazing organ into her waiting pussy and it was like a knife going through butter.

Paul used his over-sized member like a skilled surgeon with a scalpel, teasing and arousing her with the tip one minute and then plunging the entire length of him into her the next. Ellen came again under the teen's urging, a very mild orgasm in comparison to the first but satisfying nonetheless, and then a second time not long afterwards.

"Gonna cum Mrs. Miller," Paul said after her eyes rolled back into their proper places, and although being called Mrs. Miller was a bit off-putting she ignored it.

"Want you to cum Paulie," Ellen told him as the droplets of sweat from his brow rained down on her, and she grabbed his biceps and squeezed the wiry muscles that were propping him up over her. "Want you to fill my pussy with your seed."

"That's it," Ellen urged as Paul bit his lower lip and thrust into her harder and faster as he seemed to be on the edge of orgasm. "Your cock feels so good and you're so damn big."

"AW!" Paul cried out as his face contorted, and then Ellen felt the boy's cock lurching inside of her, with the hot sap that followed soothing her savaged insides that were not used to this kind of activity.

Paul rested on his elbows while they both caught their breath, her upper torso crushing her breasts slightly but Ellen hardly felt the slight lad's weight on her and told him so when he asked about it.

"No, it feels nice to feel a naked body against mine again," Ellen assured him. "Even if we are both sweaty it still feels... whoo!"

The middle-aged woman yelped when Paul's spent penis finally slithered out of her, the sensation making her laugh, and Paul commented on that.

"Your laugh. I always loved hearing that when I came over," he said before kissing Ellen's nose.

"Don't get to use it much anymore," Ellen replied dryly, shaking her head at what had become of her life over the last decade.

"When you were talking dirty before," Paul said while easing down next to Ellen, and as they faced each other he continued. "That was so awesome."

"Kind of was a bit out of my mind at the time. Not very ladylike," Ellen responded.

"Did you mean it? About me being good?"

"You kidding? You've been - let's just say you're way more than good. I suspect the coeds will be lined up for you pretty soon."

"Don't really care about anybody else but you," Paul told her, sounding more like the shy lad she had known for so long instead of the bravado-filled version of him that took her in the kitchen earlier.

"I rehearsed everything about today so many times, but in the end I was sure I would chicken out," Paul explained as he propped himself up on one elbow and let his hand run over her womanly form. "I even imagined what you looked like naked, although I've been doing that for quite a while."

"Nothing like reality to bring one back to earth," Ellen noted dryly as she watched Paul squeeze her breast before his hand went downward.

"You're even hotter than I figured but these? I mean I knew you had big breasts but these?" Paul marveled while looked at the prominent globes on his friend's mother. "What are you? Like a D cup?"

"At one time I was but I haven't bought any bras in a while, and they just seem to keep getting bigger, like the rest of me," Ellen lamented as she felt the teen's hand on her belly.

"I would like to buy you some new bras. Ones that make your bust stick way out and don't hide them. Mom wears those kind of bras, but it doesn't help her."

"She's lucky not to have to carry these things around," Ellen told him. "Hurts the back and it's not worth it, especially when they get ignored - until today that is."

"And this," Paul declared as his fingers reached the timberline of her pubic hair, the untrimmed triangle spreading high and wide these day. "I love this."

"Omigod," Ellen muttered as Paul raked his fingers through the dense jungle. "Haven't done any gardening in quite a while, obviously."

"There, or anywhere else - please don't honey," Ellen protested when Paul's curious hand took her wrist and brought it back over her head so he could explore the furry hollow under her arm. "I'm so embarrassed."

"Why? I think it's sexy. Sometimes when you would be in the kitchen and you wore something with short sleeves I would try and peek up your sleeve if you raised your arm."

"Good grief. I had no idea anyone could see," Ellen blushed. "I used to be really fastidious about that but lately..."

"Well really I don't care either way because you would be sexy to me regardless," Paul assured her and noted, "my first girlfriend didn't shave her armpits either."

"In this day and age? I thought hippies were done and hair was out?" Ellen wondered aloud. "Well, I can tell you that if I had any idea any of this would happen I would have broken out the razor this morning."

"So if I come back again tomorrow I can see what you look like with smooth armpits?"

"Tomorrow?"

"Sure. Just please don't shave your pussy because I hate that," Paul cautioned.

"Don't worry about that because I would need a weed whacker for that," Ellen chuckled, and when she looked down she saw that the teen's cock, while not hard, was getting there. "Are you kidding?"

"Can't help it," Paul shrugged as he rolled onto his back and wiggled his semi-erect dick around. It's your fault."

"No accounting for taste. If this is what laying next to a fat and hairy..."

"Don't say that," Paul told her, and from his eyes she could tell he was serious. "Don't ruin this for me."

"Sorry," Ellen responded as she struggled to get to her knees and reached over to take Paul's dick from him. "Not sure if I can go another round or not but..."

The middle-aged woman bowed her head and took the plump knob of the organ into her mouth, and as she started to move her lips up and down Ellen felt him start to respond almost right away until she was nursing on a fully erect cock.

"You're amazing," Ellen said as she gripped the sizable cock around the base with her left hand, and after bringing her right hand over and gripping just above the other, mentioned, "isn't that the way you guys choose teams?"

"Need another hand," Ellen commented since most of the mushroom shaped glans was uncovered. "You know, I haven't dealt with all that many in my life - only one for the last 20 years - but you're really well developed."

"I know. I used to get laughed at a lot by the other guys," Paul mentioned.

"Not by girls I bet. Not that it really matters but..."

"Haven't been with that many girls. One girl laughed. Giggled I guess," Paul admitted.

"Scared probably," Ellen told him as she felt Paul's hand on her backside.

"Do you like it - you know?" Paul asked as he squeezed Ellen's fleshy buttock, and when Ellen scrunched her nose up in confusion he elaborated. "Anal sex?"

"This in my ass?" Ellen said comically as she looked at the monolith that had to be 8 or 9" inches long and not very slender. "Honey, you would rip me apart. I did it a couple of times long ago but it hurt and that fella wasn't anywhere near as big as you."

"I never did it before so I was just hoping, you know? Kind of on my bucket list."

"Bucket list? You're 18 for crying-out-loud. Besides, to do that we would need some kind of lubricant, and I don't have anything but olive oil and Pam maybe. WD-40?" she laughed while shuddering at the prospect, but when she saw the lad pouting she told Paul she would think about it.

"If you really don't come to your senses in the meantime and actually stop back tomorrow, I'll get something we can use to give it a try."

"I'll be gentle," Paul promised, and although Ellen nodded she doubted whether that would matter, but having a guy want her this badly was making her brave.

"But now I have to take care of this," Ellen declared as she looked first at the clock and then at the erection which had a drop of semen at the opening.

"Oh!" Paul groaned as Ellen's head began bobbing up and down, and as she began sucking harder and faster the lad asked, "look up at me while you suck my dick, Mrs. Miller. Yeah, just like that. You are so sexy. I want to put it in your pussy again so bad."

"Not sure if I can take it baby," Ellen said as she took the throbbing member out of her mouth long enough to answer.

"I'm going to cum real fast, I swear Mrs. Miller," he pledged. "Just get on top of me and ride me for a few seconds and I know I'll erupt from just looking your tits."

"Okay," Ellen agreed, but as she straddled the lad and brought the pulsating pylon to the gates she made a condition. "Unless somebody else is around, no more Mrs. Miller. Call me Ellen."

"Okay Ellen," Paul agreed as he watched his friend's mother grimace a little as she impaled herself with the monolith. "Now lean forward and grab the headboard above me. For balance."

"Balance?" she grunted as she felt her pendulous breasts being grabbed with eager hands, and as Paul kneaded the plaint flesh she laughed and questioned the reason. "That's why?"

"Yeah. Omigod," the teen moaned as his orgasm raced through his body, and after he came Ellen gingerly climbed off of the lad.

"You're a man of your word," Ellen agreed as she felt Paul's deposit pouring out of her.

"I hate to say this but you know?" Ellen sighed after they rested in each other's arms for awhile before she nodded toward the clock.

"I know, I would hate to have Peter see us like this," Paul replied as he got up and went first to the bathroom and then down the hall to the kitchen to get his discarded clothes together before returning.

Ellen had grinned when the boy walked back in, his flaccid penis flopping around like an elephant's trunk in front of him, and while the teen's slight frame helped accentuate his endowment that was only part of it. His boyish grin only added to the effect.

Ellen remembered thinking of that when later that night, after Peter had come home and they ate dinner alone, Ralph finally came home and came into the bedroom where Ellen was under the sheet in the dark. He had mumbled something about overtime, not knowing or caring whether she was awake to hear it, and as he walked around naked Ellen shook her head in silence.

She had been cheated, although she had to admit in her heart of hearts she was a willing accomplice in that happening. Ellen had been cheated, and not because of the stubby little pecker that wiggled under her husband's belly either.

That had never mattered to her. What mattered is that when Ralph came home these days that dick had been in somebody else mouth, or pussy, or who knows where. That was what was wrong, and while it didn't fully absolve her guilt about her day, it helped.

And as always, the stranger on the other side of the bed made no advances or offered anything approaching affection unless you were desperate enough to count stomach grumblings or a fart as attention.

That was why to Ellen Miller, sleep came easy that night.

******************

It was 9:44 when the knock at the back door shook Ellen out of her mental replay of yesterday, and she almost slipped as she ran down the hall, slowing when she reached the kitchen and caught her breath before opening the door.

Paul was holding a single rose, something he probably got at the register of a gas station, but just that gesture made it beyond special, and after he handed it to the married woman the look he gave Ellen when he saw her wardrobe was even better.

"OMIGOD!" Paul yelped as his eyes took in Ellen's massive breasts now lovingly cradled in a more fitting way, and when the middle-aged woman playfully put her free hand behind her neck and posed to showcase the other change she had made the boy jumped forward to smother the large smooth crater with affection.

"Better, huh?"

"No," Paul said plainly. "Just different. I told you I loved you any way and in every way."

"Did you get plenty of rest?" Ellen asked as she took the boy by the hand and brought him to the bedroom. "I know I needed to recover."

"Don't worry about me," Paul grinned, and to proved it yanked down his shorts to reveal his seemingly constant erection. "I'll try not to be so rough today."

"Don't be too gentlemanly though Paul, and besides," Ellen explained as she went over to the dresser and showed Paul the tube of Anal-glide she had bought. "You'll have another option so you can scratch that off your bucket list."

"Oh man. Are you sure Mrs.... Ellen? Sorry."

"Hey," the former Mrs. Miller responded as she moved up to Paul and tugged his t-shirt over his head. "I doubt whether using it could be any more uncomfortable than buying it at the drug store was. My face was as crimson as my anus will probably end up being."

*******

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