Helen, My Second MILF

I was just heading out the door for work when my phone rang. I considered ignoring it, but something told me I needed to answer.

"Hello." I grumbled.

"I'm so glad I caught you, it's Helen." The exasperated voice said. "My car's dead again, can you swing by and pick me up?"

Helen and I worked together, I was 22, she was 43. She'd been divorced for about 10 years. The only luck she ever had was bad. She was a great person and managed to keep a positive outlook in spite of her troubles.

She had a wicked sense of humor and we hit it off immediately. I was the only person that got her more cerebral quips and many times we were the only two laughing while everyone else looked at us like we'd lost our minds.

Helen's apartment was on my way, so I told her I'd be by shortly and hung up. We'd be late, but not by much.

She was waiting for me when I pulled in. "Thanks." She smiled. "Don't know what I'd do without you."

"No problem." I replied. "When you gonna retire that piece of shit?" "This is the third time this month it's stranded you."

"I'd love to get something better, but I can't afford it." She bemoaned.

"Tell you what, I'm off this weekend, let me have a look at it, maybe I can buy you some more time before it dies completely." I said. "If you'll buy the parts, I'll do the labor."

I was a pretty good mechanic. My dad had worked on cars since before I was born and I'm almost certain my first teething ring was a wrench. I'd learned everything I knew from him and planned on being a mechanic from an early age.

Once my parents found out just how intelligent their son was, all that went out the window.

"Work smarter not harder." My dad always said. "God gave you that big brain, do something with it." "You can always work on cars if it doesn't pan out."

That's why I was working with Helen, I needed the money for college.

"I can't let you work on my car for free, it wouldn't be right." Helen protested.

"First." I retorted. "I like working on cars, even if yours only barely qualifies."

"Hey!" Helen chirped and smacked me on the arm.

"Continuing." I growled. "I'm not doing it for free, I'll be charging you my standard fee."

I let that sit for awhile and continued driving.

Shortly, after much thought and worry, she could take it no more.

"So what's your standard fee?" She asked. "Or do I even want to know?"

We had kidded around quite a bit, and we had exchanged some sexual innuendos and mature banter, but nothing ever became of it.

"My fee is dinner, specifically, a home cooked meal." I said, grinning widely. "What were you thinking?"

"Knowing you, I wasn't sure what to think." She said sheepishly. "I've overheard you and the guys talking."

"Well, I don't know what you've heard." I grinned. "But I'd never take advantage of you." "You're my friend, I just want to help."

"In that case, I accept." Helen smiled, obviously relieved.

I showed up at Helen's the next day, bright and early. I wanted to make sure I had plenty of time, I was pretty sure I was going to need it.

I started with the easy stuff and continued to work until I'd fixed everything I could. It was nearly dark when I was done, but the car actually sounded good and ran better than I could have hoped.

Helen popped out from time to time, bringing me drinks and running for parts as needed. She showed up just as I was closing the hood.

"Giving up?" She frowned.

"Done." I announced proudly. "I've done all I could, it might actually qualify as a car."

She stood there, dumbfounded for a few seconds, then grinned and hugged me, almost jumping up and down.

"Is it really that good?" She asked.

"Better." I answered. "It should be good for quite awhile with any luck."

"Then I guess I owe you dinner." She smiled. "It's just about done."

"If it's not too much trouble, I'd like to shower before we eat?" I said. "I'm sweaty and filthy, don't want to get anything on your furniture."

"No problem, dinner will be ready by the time you're done." She purred. She kissed me on the cheek and nearly skipped back to her apartment.

I showered and dressed in clean clothes, gym shorts and a t-shirt. I had to go commando, since I forgot to pack underwear.

Helen had prepared a wonderful dinner and we ate and laughed until we were both stuffed.

After we were done, I offered to help her clean up.

She said I'd done enough and she'd take care of it.

"Then I'd better be going." I said. "Wouldn't want to give the neighbors anything to talk about."

"Can I talk you into a drink before you go?" She asked. "I feel like something and don't want to drink alone."

"Sounds good." I answered. "Bourbon if you got it?"

"Have a seat on the sofa, I'll be right with you." She smiled.

Helen brought me a drink and sat down next to me.

"Thanks for fixing my car." She purred.

"No problem." I said. "I really like doing it, it's almost like therapy for me." "When I'm working on a car, everything else just goes away for awhile."

"Still, it was nice of you to help me." She gushed, snuggling up next to me.

The sudden, unexpected closeness of her caught me off guard, and my cock immediately jumped to full attention. I had no hope of hiding it, so I just ignored it and hoped she didn't notice.

I saw her eyes flick downward briefly, then a sly smile crossed her face. So much for hoping.

"You know I've heard you talking to the guys?" She cooed. "Is any of it true?"

"Any of what?" I asked, playing dumb.

"Did you really...you know...with 3 sisters?" She asked.

"Guess we shouldn't have been so loud." I grinned.

"Answer the question." She snipped.

"Yes, it's true." I admitted.

By now my dick was raging and my shorts were leaving little to the imagination.

Helen didn't miss a thing.

She put her hand on my thigh. "How long ago was it?"

"Nearly a year." I lamented. "To be honest, I really miss her."

"What happened?" She asked, moving her hand up a bit.

"The sex was great, but when we weren't fucking, we had nothing." I explained. "We didn't have much in common and couldn't communicate."

Helen winced when I said "fuck", she apparently didn't like it.

"Have you found anyone else?" She inquired, again moving her hand.

"No, not really." I admitted. "Been too busy with school." "Plenty of time for that after I've graduated." "Don't really need the distraction."

"Too bad." She smiled. "They don't know what they're missing." She looked down and ran a finger up my boner, making me jump. "If I had access to that, I'd never let it go."

I liked where this was going. I never figured she'd be interested in someone my age, but, if she wanted it, she was going to get it.

I asked Helen for another drink and excused myself to hit the bathroom.

"Don't be long." She purred.

I left to attend to my needs and returned to the couch.

"You back yet?" Helen called from the kitchen.

"Yep, I'm here." I replied.

I could hear her footsteps, then she rounded the corner and came into view.

"Thought you might like some dessert." She purred, standing there stark naked. "I know I do."

For 43, she looked incredible. She could easily have passed for someone much younger. Her tits were high and firm, not real large, but nicely rounded with perky nipples and pink areolas. Wide, full hips and full bush that confirmed she was indeed a natural blond.

Smiling wickedly, Helen strutted across the room, allowing me to ogle her. She stopped in front of me and paused. "See anything you like?"

I just sat there, grinning, while I continued to leer at her. The tent in my shorts should be all the answer she needed.

Before I could say anything, Helen dropped to her knees and fished out my raging cock.

Her eyes got wide. "Holy shit, it's huge." She gasped, licking her lips. "I don't think I can get all of it in, but..." Then she started stuffing me into her hot mouth.

She was correct, but even with only half of me in her mouth, it still felt great.

She worked me over expertly and too soon I grunted and filled her mouth with my load.

"Been a long time since I did that, and never one that big." She mused. "Hope I'm still in practice."

"No complaints here." I stated. "In fact, I'm impressed, I don't usually cum so quickly."

"I'm counting on that." She purred and grabbed my hand, pulling me toward the bedroom.

I got an excellent look at her ass while I followed her, just as incredible as I had hoped.

Helen flopped on the bed on her back and spread her legs, revealing her pussy. Her labia were swollen and I could see wetness clinging to her fur.

I peeled off my t-shirt and crawled on top of her, my intention was to fuck the living daylights out of her, but she stopped me.

"I overheard something else that you told the guys." She almost whispered. "And if it's true...?"

"Do you always make a habit of eavesdropping?" I teased.

I swear she blushed.

"No, not usually." She admitted. "But after hearing you guys talk, and considering I haven't had sex since my divorce, well I hope you can forgive me?"

"Guess it depends on what you heard?" I kidded.

"Well, it seems you have a talent I would like to experience." She stated.

"And that would be?" I queried.

"I don't really know how to say it." She whispered and she really was blushing this time.

"Just ask me." I said. "I don't bite, unless you want me to."

"Well." She sputtered. "You...tongue...I...want..."

She just couldn't bring herself to say it. It was kind of cute really. I'd heard her cuss like a sailor, but she couldn't ask me to eat her.

I decided to tease her a bit, if for no other reason than she'd sent me home with a boner more than once.

"I'll do whatever you want...IF." I emphasized. "You tell me exactly what you want."

Just to make her squirm even more, I bent down and sucked her left nipple into my mouth.

"OH!!" She moaned. "That's..."

I reached over and tweaked her other nipple with my fingers, causing her to moan even more.

I let her nipple slide out of my mouth and whispered in her ear. "I'll make you cum so hard you'll scream, all you have to do is ask."

"Oh yes please." She gasped. "I need you so badly I can barely stand it."

"Then ask me." I demanded. "And make it naughty."

"I...I..." She stuttered.

I laid down next to her and slowly ran a finger through her slit.

"MMM" She purred, biting her lower lip. She thrust her hips up trying to capture my finger, but I pulled away.

"Say it." I commanded.

"Would...you...eat...me?" She panted, almost imperceptibly.

"Not naughty enough." I teased, jamming a finger into her dripping cunt. "Try again."

"Oh sweet Jesus!!" She gasped. Her pussy clamping down on my finger immediately.

Just for fun, I added another finger, and started stroking her clit with my thumb, nothing serious, but to a woman who hadn't had sex in 10 years, it was almost more than she could take.

"And you'll do whatever I say?" She croaked, almost unable to talk.

"And more." I grinned, looking directly into her eyes.

"Please, would you lick my...p...pu...PUSSY?" The last part she nearly screamed.

"Delighted." I beamed. Prop up on those pillows and let me know when you're ready.

"Oh, honey, I was ready before you got here today." She purred .

"Then, let's not make you wait any longer." I said.

I kissed her, shoving my tongue into her mouth. After a bit, I broke away and revisited her tits, alternately sucking on her pert nipples.

"God, you are good with that tongue aren't you?" She moaned.

"You ain't seen nothing yet." I boasted. I hadn't had sex since Carol (one of the three sisters) and I broke up, and I was going to give Helen a night she'd never forget.

I slowly kissed my way down Helen's stomach, headed south. I paused briefly, tongue fucking her navel for a few seconds.

She was starting to squirm and pant, and I could smell her pussy, she was so wet.

Having reached my final destination, I pushed my tongue through her bush and parted her pussy lips, taking a tentative taste of her love honey.

I looked up at her and winked, then jammed my tongue into her twat, pausing to take one long lick from bottom to top to clear away her secretions.

Helen grabbed my head, jamming me into her crotch and started thrashing around, nearly throwing us off the bed.

I grabbed her around the thighs so she couldn't move so much, and went back to work.

I knew I could make her cum almost instantly, but I wanted to make good on my promise to make her scream, so I took her to the edge, then backed off.

After 4 or 5 cycles and about 20 minutes, she was sweating and moaning loudly, all the while pushing my face deeper into her dripping snatch.

I'd decided she'd had enough, and with a few well placed licks and a finger, I pushed her over the edge.

Her legs slammed shut on my head and she screamed, LOUDLY, then flailed about on the bed as her long-suffering need to cum was fulfilled. She spasmed for several minutes, babbling incoherently, and finally released my head, allowing me to slide up next to her and hold her while her orgasm subsided.

Finally, she rolled over, and with tears running down her face said. "My ex wouldn't do that, he said it was disgusting." "He made me feel dirty and cheap for even asking."

"Asshole." I spat. "You're better off without him." "Let me guess, he expected blow jobs though, didn't he?"

"Yes, and frequently." She lamented. "Actually, by the time we divorced, he wouldn't even have sex with me, just wanted to be sucked off and left alone."

"Well." I said, trying to change the subject. "I've been sucked off, I don't want to be left alone, and I WILL fuck you, more than once if you want."

"You really want to fu..have sex with me?" She asked, almost not believing me.

I took her hand and pushed it under the comforter, wrapping her fingers around my raging hard-on. "Does this answer your question?" "All you have to do is ask, like before."

There was no hesitation this time.

"Fuck me, OH God, Please fuck me!" She pled, pulling me to her and kissing me. "There's nothing I want more."

I rolled on top of her and lodged my cockhead into the entrance to her tunnel. She grabbed me, helping guide me in.

Slowly, I worked my cock into her, stopping several times to let her adjust to my size.

"I thought it was big earlier." She panted. "I don't think I can take all of it."

"Relax." I whispered in her ear. "I won't hurt you, trust me."

She nodded uncertainly, but allowed me to proceed.

I had stopped forward motion at that point and just alternated sucking her tits and kissing her. Her neck and ears were very sensitive, so I started kissing and biting them as well.

She was starting to heat up rapidly, and in doing so, was producing lubrication at a fantastic rate.

I kept her distracted for a few minutes, then surprised her when she felt the base of my dick hit her clit.

"See." I told her. "I knew you could do it, you just needed to relax."

"Oh God." She panted. "I've never felt this full before."

I pulled out almost completely, then slowly slid back in.

"MMM." She purred. "I like that."

I repeated the motion, causing her to wiggle her hips as she got used to me.

"I could learn to like this." She smiled.

She was so wet at this point, dirty, sloppy noises were coming from her pussy.

"Slow and easy, or fast and hard?" I asked, nibbling a hard nipple and pulling out, making a sucking noise as I exited.

"I feel so empty, just fuck me." She pled. "I can't stand it."

I stabbed back into her, impaling her on my rod.

Her eyes went wide and she gasped. "Oh Jesus! Yes, just like that."

I kissed her, then started jackhammering my stiff cock into her.

Helen screamed as I pounded her, sloshing around in her juices. I banged her like it was my last fuck in this life. Our bodies slapped together in mutual lust as I hammered her toward orgasm.

She clawed at my back as her heels bounced off my ass cheeks. It took only a few minutes for Helen's first orgasm to hit. She stiffened and came, her scream muffled by a mouthful of my tongue. Damn, she was loud.

I wasn't even close to done, so I reached under her and grabbed both her ass cheeks and really started pounding her. Helen shuddered and started moaning. She grunted with each thrust, getting progressively louder the longer I fucked her.

She blew through 2 more orgasms before my cock swelled and exploded, pumping her full of my molten semen.

I collapsed on her chest with one nipple in my ear and the other one just out of range of my tongue, breathing heavily and sweating.

We laid there for awhile, recovering. She stroked my hair and I moved to where I could suck her tit.

"Gotta hit the can." I said, leaving her alone. "Don't go anywhere."

"Oh, I'm not going anywhere, I'm not done with you yet." She cooed. "Don't be long."

I returned shortly to find Helen on her hands and knees on the edge of the bed, wiggling her ass at me.

Walking up behind her, I jammed my now stiff rod into her hot pussy causing her to groan and slam her ass back into me.

I reached under her and tweaked her nipples while I slammed my raging cock into her. Then I grabbed her hips and really let her have it.

I hammered into her, my balls bouncing off her bush as I hit full penetration.

Helen started howling and clawing at the sheets as she neared another orgasm. I'm sure her neighbors were certain someone was killing her, but I didn't care.

She screamed as she came, then fell in a heap on the bed.

I rolled her over, threw her legs over my shoulders and stuck my cock back into her. I fucked her furiously for 10 minutes or so, then splattered her insides with another load.

Helen laid on the bed, panting, absentmindedly running a finger through the cum leaking from her well-fucked pussy. She raised a finger to her lips, licking off the stickiness and smiled. "I haven't been fucked like than in, well..., ever."

"Glad I could help." I beamed. "Always help a damsel in distress."

"Care for a quick shower and a snack." Helen asked. "All this activity has left me sweaty and hungry."

"I could eat and the thought of seeing those tits covered in lather, well." I pointed to my rapidly hardening dick.

"Damn, does that thing ever quit?" She laughed, but never stopped leering at my cock.

"Want to find out?" I asked. "You know I fucked 3 sisters."

"You need to tell me about that one." She purred. "Sounds intriguing ."

We showered, and I did enjoy lathering every inch of her body, making sure I got everything squeaky clean.

Helen prepared some cheese and crackers and produced a bottle of wine. We relaxed in bed, eating and I told her about the sisters, in graphic detail.

By the time I was done, we'd finished the food and wine and were both a bit tipsy, her more than me.

As we snuggled, my cock, of course, reawakened. Helen noticed almost immediately and reached over and stroked it softly.

"That's the biggest one I've ever seen." She purred. "And I really like what it does to me."

"Well, if we're being honest, I'm pretty enamored with your assets as well." I smiled, fondling a tit. "You're one hot piece of ass."

Again Helen blushed. "It's been a long time since anyone found me attractive." She bemoaned. "Thanks."

I stayed the night and most of the next day. We fucked and sucked in every room and every possible way until I had to leave Sunday night. I had to work Monday and had no clothes there. Besides, even though Helen was more than willing, her pussy was so raw and sore by then, she'd probably walk funny for a few days.

We continued our relationship until I had to leave for med school that fall.

I kept in touch with her over the years, and though she never married, she didn't lack for boy toys. I was her first, but certainly not her last.