It Started As a Joke Ch. 02

It was the fall semester of my junior year of college. I was heading home the day before Thanksgiving and looking forward to seeing family, a home cooked meal and perhaps some friends as well.

Walking into the house mid afternoon I was greeted warmly by Mom and little sister. Dad would be home in time for dinner. I started a load of laundry, went to what was still my bedroom, plopped down and dozed off for an hour.

I awoke to my sister telling me my buddy Ryan was on the phone. Ryan was a long time friend who now went to a college six hours away.

"Hey Mark! Glad to hear you're home." Ryan said.

"Good to be home." I replied. "Classes going well for you? How long are you home for?"

"School was fine," he answered. "I've been home since Monday. I'm actually leaving Friday as I'm shopping with my girlfriend and then having a second dinner at her parent's place."

"Wow! Must be pretty serious."

"Getting there. She's awesome. Listen, a few of us are hitting O'Brien's after dinner tonight to grab some brews. Wanna come along?"

I don't know how or when it started, but the Wednesday night before Thanksgiving had become a big night out. College kids come home for the short holiday and hit the bars to run into old friends and catch up.

"Sure!" I exclaimed. "It will be fun to see who we run into."

Three hours later I walked the 15 minutes to the bar to avoid drinking and driving. I was walking into O'Brien's when I heard a whistle. "Mark! Over here!" Ryan beckoned.

Three high top tables had been pushed together and from my high school days were five guys, two girls and a few open seats. I greeted everyone, bro hugged Ryan and grabbed an open seat.

"Scoot over one, Bud. My girlfriend Jenny will be here soon and I want to save her a spot." Ryan requested.

"No worries." I poured myself a beer from one of the pitchers on the table and started catching up with old friends.

About 20 minutes later Ryan let out another whistle and called out to his girlfriend who had just entered the bar. I had met Jenny before. Sweet girl, out going, pretty and a good match for Ryan. He met her at college. She caught his eye and started over toward us.

But what surprised me was right behind her was Ryan's Mom Phyllis. What was she doing here?

About two years prior, Phyllis and I once had a tryst in the front of my truck where, attempting to pull a joke on Ryan, we ended up in a make-out session. Things got a little out of hand and she gave me one of the most memorable blow jobs of my life. Since then I only saw her occasionally, usually at family gatherings and never alone. We agreed to keep our indiscretion a mutual secret and things never seemed weird between us. Seeing her unexpectedly caused a flashback to that amazing time in the truck.

"Hey Babe!" Ryan said to Jenny as she greeted him with a kiss. "Mom! What are you doing here?"

Jenny answered for her. "She dropped me off. Instead of having two cars here, she offered to bring me here and make sure I found you."

"Thanks Mom."

"Hey Mrs. Barnes," someone said.

Phyllis proceeded to greet everyone at the table, most of whom she knew from their high school days when they would come around her house or from various sporting events.

When she turned to me, our eyes met, she paused and said, "Hello Mark. It is so nice to see you again." She then stepped in for a light hug, innocent enough appearing.

"Great to see you too Mrs. Barnes." And I meant it. She looked fantastic. She was about 45 then. Her auburn hair was stylishly cut just past shoulder length. Apparently she was doing a workout routine as she appeared more tone. Her jeans showed off a great ass and her t-shirt snugged her breasts. It was tucked in and tapering down to what was obviously a flat stomach. Man did she smell good. Likely the same perfume she always wore, it again took me back to our interlude.

"Been hitting the gym?" I asked. "You look great."

"Yes. Thank you for noticing. I've actually finished a couple triathlons this fall. You look good too. Still swimming?" she asked, discreetly squeezing my bicep as we backed away.

"No longer competing but I still hit the pool four times a week."

"Thanks again, Mom for bringing Jenny down." Ryan said, interrupting us even though he could not hear what Phyllis and I were saying to each other. "I'll see you at home. We'll be back late."

"Ryan! Don't be so rude!" Jenny scolded. "Your Mom brought me all the way down here. At least have her stay for a beer!"

Phyllis and Ryan started to protest when a few in the group said "C'mon Mrs. Barnes! Stay for a beer!"

Phyllis turned toward me for my approval and I gave a sly smile and wink.

"Ok! Ok! Maybe just a beer!"

She plopped down right next to me, giving my knee a light squeeze below the table.

That was nice I thought. Was that a little flirtatious or did I read too much? We had never spoken of our incident largely because there was never opportunity, but all this time we never weirded out about it.

The group spent the next hour laughing, telling stories from high school experiences, admitting to trouble causing events from back then and downing several pitchers of beer. Phyllis was a delight, laughing along and even telling a few stories of her own.

A couple guys and one of the girls took off to another bar to meet other friends. The other girl announced she had to use the restroom and Jenny offered to go with her.

"You care to join us Mrs. Barnes?" Jenny asked.

"No, I'm ok."

"Well, I gotta go" Ryan announced. "Mark, hang with my Mom until we get back?"

"Of course."

And with that the girls and Ryan set off for the restroom. The other three guys were at the far end of the combined table tops and talking with four girls I did not know well from another high school. This gave Phyllis and I a little time to be alone, really for the first time in two years. I stood up a bit, kind of leaning on the bar stool to get a little closer to her.

"You really look good Mark. You've even filled out more."

"Me? Look at you! You could pass for someone my age."

"You're sweet." Lowering her voice and leaning in, "You know. I often think back to that time in your truck. It was so wrong, but also one of the hottest experiences in my life."

"Mine too."

She pulled back slightly, looked into my eyes and asked, "Any regrets?"

"Oh hell no! I must say I was not expecting it, but just going with the flow and letting it happen was amazing! Any regrets for you?" I asked, suddenly feeling a bit insecure.

"To be honest, I did struggle with it at first. I had never gone behind Rudy's back before. I don't know if you realize it, but Rudy's diabetes really affects his health and he slips in and out of depression. He often just shuts down."

"Oh I'm so sorry. I had no idea. Perhaps I should not have let it get that far," I replied with a hint of sorrow.

"No, I didn't mean that. What happened in your truck was like a release for me. Besides if I recall, I was a little aggressive myself. The physical part I have no regrets. I just struggled a bit morally at the time."

Feeling a bit relieved I asked, "How's Rudy now?"

"Really not much better. Except now he's drinking a bit more when he's in one of his depression funks. He's put on 40 pounds too," she sighed, clearly looking sad. As she said this her hand slowly, almost absentmindedly, ran across and down my chest. Surprised, I thought what's this? What is she doing?

"He left this morning to visit his Mom for Thanksgiving. He'll be back Sunday." As if suddenly awoken from a trance she snapped back and said, "Oh I'm sorry! You don't want to hear about my troubles!"

"Phyllis, don't worry about it," I assured her. "I'm glad you didn't allow his issues to bring you down. In fact, it looks like just the opposite. You're looking great, running triathlons, seem to have confidence...you've actually got a bit of a hard body."

She blushed a little and took a good sip of beer. Glancing around to make sure no one noticed, she pulled me into a full standing position and slowly and deliberately ran one hand across my chest and abs. "Thank you. But I'm not as hard as you are. Your swimming still forms out your chest and abs beautifully. You're the one with the hard body."

And again in a bout of timing and bravery I said in a low voice, "Well, not all the way hard."

And with that her eyes dropped lower where I was just starting to sport a semi. I flexed it a little in an attempt to have her see it move.

A slight smile appeared and she replied, "That's too bad. We'll have to work on that."

Just then she spotted Jenny and the other girl returning from the bathroom. "Much better!" she said plopping down on a stool. "Pour us some more beer!"

I discretely stepped away from Phyllis and proceeded to fill all our glasses. "Where's Ryan?"

"He's over talking to a couple guys he went to high school with. He'll be back shortly," Jenny beamed.

Having just topped off his glass I asked, "Should I grab us another pitcher?"

"No, don't bother," I heard Ryan say as he approached the table. "We're going to head over to Club Paragon after we finish these beers. You all up for that?"

Club Paragon is more of a dance club and usually packed on the weekends. This being the day before Thanksgiving it was likely to be pretty busy tonight as well.

Jenny and the other girl gave enthusiastic yeses and the guys at the other end of the table apparently were making progress with the girls they were talking to, also chimed in that they were all game.

Phyllis gave me a quick glance and said to Ryan, "Club Paragon is not a place for me. I'll just head home from here."

Before anyone could protest Ryan said, "Good idea, Mom. Thanks for hanging a bit and driving Jenny over," clearly attempting to end her intrusion.

I fawned a slight yawn and said, "You know, I'm going to pass. I drove in today and I'm pretty tired. I've got family stuff in the morning. But don't let me stop you from going to the club,"

"Well it was good to see you, Bro." Ryan said giving me another bro hug.

I hugged Jenny good-bye, wished the others a happy Thanksgiving and turned to Phyllis. "Great to see you again Mrs. Barnes. Have a wonderful Thanksgiving."

As we leaned in for a friendly hug good-bye she whispered in my ear, "Meet you in the parking lot in five minutes." I lightly squeezed her arm as a signal of affirmation and left the bar.

Shortly thereafter, Ryan, Jenny, Phillis and the rest of the group exited the bar and headed to their cars. Ryan and Jenny escorted Phyllis to her SUV, gave a quick hug good-bye and took off, leaving Phyllis sitting in her vehicle as she started it.

When the coast was clear I rapped on the passenger window, opened the door and slid in.

"There you are!" she beamed. "I was beginning to wonder if you drove home."

"Actually I walked here because I knew I'd be drinking. If it's ok with you, perhaps you could give me a lift home?"

She slapped my chest and said, "Of course! I'll take good care of you and get you home safe." She put the car in gear and then rested her hand on mine. We then interlocked fingers, her thumb slowly stroking the back of my hand.

On the short ride home we hit a stop light. She looked at me and seductively said, "I remember what happened the last time I was in a car with you."

Her hand dropped to me knee, our eyes met, and we both just knew it. We both went in for a kiss that was hot from the first moment. Our tongues swirled, breathing became rapid and light moans could be heard from both of us. We were on fire!

The sound of a quick honk from the car behind us told us the light had turned green. Phyllis quick straightened up and continued our drive to my house.

"You know, just up to the left is a park where we could turn into," I suggested. "That is if you want to."

"I was just thinking the same thing! I'm not done with you yet!" She reached over and gave my inner thigh a squeeze, but felt my cock starting to strain my jeans. "Ooo. Looks like someone is as excited as I am!"

"It doesn't take much for you to do this to me," I replied to her delight.

We pulled into the park that had about a dozen parking spots, all of them empty. She backed into the far one that had tree branches overhanging the spot. She killed ignition, turned off the lights and while turning to me said, "Now where were we?"

In a flash we were all over each other. Our tongues danced and our hands explored. I grabbed her boobs through her t-shirt, pulling the shirt up as we made out. Her hands were on my chest and then dropped to my lap rubbing my now fully hard dick.

"God I've missed this!" she panted. "I've wanted to get my hands on you all night!"

"Me too! You're easily the sexiest woman I've ever met!"

With that she dove in for another kiss and started pulling my shirt off. I did the same to her and upon getting it off, she immediately undid the front clasp of her bra and let her tits fall out. She may have lost a little size due to her exercise routine, but they were still more than a handful and her eraser size nipples were clearly jetting out. I moved in to suckle one breast and then the other.

"That's it baby. Suck my tits! Suck my tits, Mark. It feels so fucking good!"

I swirled my tongue around her areola, occasionally lightly nibbling on her nipple. My other hand squeezing the other breast and pinching her nipple. She continued to moan out in ecstasy.

Her hand dropped to my lap where she vigorously rubbed my cock through my jeans. She went for my belt and undid it. I in turn rubbed her pussy through her jeans and felt the heat of her passion.

While kissing me, she pushed me back and up in order to lower my zipper. Our breathing short and labored, she reached in, pulled out my cock and started stroking me. My pre-cum was already oozing and she used that to create a slick rhythm. This woman was and fire and I sure the hell was too.

She dropped her head and took me into her mouth. Fuck she was amazing! She was attacking it from different angles when she suddenly raised up and said "This fucking center console is in the way and I can't get at you! Let's move to the back!"

"Sounds good to me!" I panted. We gave each other another kiss and I again rubbed her pussy, this time unbuttoning her jeans.

As she started to climb into the back, her well defined ass came into view. I grabbed her waist as she was halfway in the back causing her to pause, caught in the middle of the two front seats leading to the back. I seductively rubbed her ass through her jeans and gave it a couple light spanks.

"Yeah, Baby. Spank my ass some more," she cooed.

I gave it a playful couple of more and said, "You've got to get these jeans off." I started pulling them down, struggling to get them just past her ass. Her panties came into view, and although thongs were not the rage back then, these panties still showed off her toned ass. I gave her cheeks a couple kisses and reached under to massage her pussy through her panties which were getting very wet. She gasped in pleasure.

"Ohhh fuuuuuck! That's nice!" she groaned.

I was just starting to pull down her panties from behind when she stopped me and said, "I can't move stuck like this. Let's get in the fucking back!" And with that she finished her climb into the back seat. She sprawled out along the back seat of the SUV, one leg on the floor and another propped up on the seat, knee bent. She looked at me seductively, rubbed herself through her panties and cooed, "Get your sweet ass back here. I want to play. And get those jeans off!"

I quick stripped them off and moved the passenger seat forward to give us a little more room before I climbed back.

She grabbed my arm and roughly pulled me into her for another bout of passionate kissing. She reached down and started stroking me again.

All this auction was causing me to get close to cumming. I had to slow it down. I pulled back slightly and looked into her eyes. "Phyllis, there is one regret I have about the first time we did this."

Surprised, she hesitated and ask what.

"You gave me such an amazing blow job, but my regret is that I never got to return the favor." And with that I started kissing downward while removing her panties.

"Oh God yes!"

My fingers gently traced her pussy lips while I laid little kisses along her inner thighs. She started slightly grinding her hips and gently thrusting forward, trying to get my fingers inside her as I continued to tease her lips and clit.

When I was finely ready to taste, I instead teased her by lightly brushing her with my lips and blowing softly.

"Stop teasing me! Let me feel your tongue!" she pleaded.

I chuckled to myself, teasing just a bit longer before finally fully sinking in two fingers and giving her two long licks. She let out a long, low groan encouraging me to increase my efforts. I however gently touched her with my tongue. I stroked her labia along the top of her and lapped rapidly. I swirled around her clit, never quite touching it. I felt her shiver and I slowed my efforts around her clit some more, just teasing around it. She moaned deeply and ran her fingers through my hair.

"Mmmmm baby. That feels soooooo fucking amazing,"

I continued to explore her folds with my mouth and fingers, pausing whenever she appeared ready to orgasm. Finally, I closed my mouth over her clit and sucked it into my mouth. My tongue swirled around directly and deliberately.

She gasped loudly and thrust into my face. She grabbed my head with both hands and tugged me into her. I thought she might try to suffocate me. I again attacked her clit and sort of hummed onto it at the same time.

She threw her head back, bumping the driver side rear window. Her back arched and with a slight pause and deep groan she gushed.

"Oh fuuuuccck! God YES! Yes!" she screamed.

Her thighs clamped around my head and she pulled me deeper into her. I smiled to myself and continued to suck on her clit, my chin becoming drenched.

When her climax finished she pushed me away. Breathing quite deeply she said, "Stop. Please stop. I'm too sensitive."

"Did I do ok? Did you enjoy that?" I cockily asked, already aware of the answer.

"Baby, that was the hottest fucking experience of my life!"

I moved up close to her ear and whispered, "But we haven't actually fucked.....yet."

"Well THAT'S about to change, Stud. Just give me a minute to catch my breath."

Looking around I reached over into the front seat where in the console was a small pack of tissues. I snatched a few and started to wipe my chin and upper chest.

Phyllis took the opportunity to grab my cock as it hung below me and stroke it to full hardness. "Come back over here and feed me this great cock." I turned back fully toward her and with a sound of hunger, she engulfed me.

It was my turn to groan in pleasure. As her head bobbed and tongue swirled, she cupped my balls, juggling them in her fingers. This was still the woman whose oral talents I'd never forget.

As she sucked me I reached back and played with her slit some more. She purred onto my cock encouraging me to continue. But I had another idea. I pulled away from her mouth with her protesting as my dick left her.

"Baby no! What are you doing?"

But I shushed her. I pulled her to a sitting position and I spun around, laying a bit beneath her.

"I still want you to continue sucking me, but I want to taste you again too," I said. "Get on top on me and lower that sweet pussy onto my face."

"You horny bastard!" she chuckled. "I haven't 69ed in years. You want more pussy? Here it comes."

She lowered herself on me and I started licking again. After a few deep pants from her I felt her stroke my cock a bit before taking me back in her mouth, all the way to my base. She held it there and tickled my balls gently at the same time. Damn this woman knew how to please me!