It Started As a Joke Ch. 03

Author's note:

I'm back. I wrote chapters one and two several months ago and planned on finishing, but I literally caught COVID. Spent time in a hospital even. I'm back to near full health.

Before you read this chapter, I encourage readers to read the first two chapters (links in my profile) as this flows directly into continuation of the story with little character development. I'll quickly remind readers Phyllis is the 45 year old toned Mom of my high school friend and I'm Mark, a college student with a swimmer's build. To find the first two chapters in the mature stories listing, click on my name and go to my story page.

Thank you to those who commented in the past, encouraging me to continue. Chapter three will soon be followed by an already written chapter 4. Without further ado...

It Started as a Joke - Chapter 3

"Phyllis, you are by far the sexiest, hottest woman I have ever met!" And I meant it. This woman was amazing. "You are fucking amazing!"

She leaned over next to my ear and whispered, "But we haven't actually fucked.....yet."

"Well THAT'S about to change" I panted, repeating her comment from earlier. "I just need a few moments."

I sat up in the back seat and she rested her head on my shoulder. She started toying with my cock but I was still too sensitive. "Hold up Baby. But when I'm ready I'm going to pound you silly."

"Hmmmmm," she purred. "I've never wanted a cock as much as I want yours. I'm soooo wet right now."

Just then we heard them. Seconds later we saw them. A small group of teenagers crossed the parking lot and sat down on the swing set not more than 50 feet from us. Backs to us we could see the glow of cigarettes. Another lit one up and we could tell they were going to be awhile.

We had not been detected but if we did start fucking we clearly would be noticed.

"Damn kids!" Phyllis sighed. Just when I was ready to ride you, these fucking kids ruin our fun!"

"Yeah, we better get out of here," I said sorrowfully.

We quietly dressed, taking opportunity to gently grope and tease each other as we climbed back into the front seat. Phyllis started the SUV and we clearly startled the kids who until then were oblivious to our presence. Still, they did not move and continued smoking and talking.

We drove out of the lot and turned toward my home.

"When can we see each other again? When do you go back to school?" Phyllis asked.

"Well tomorrow it's Thanksgiving all day at my Uncle's. Friday morning I've got some shopping at Greenfield Mall as that is likely my only chance before Christmas because of finals just before the Christmas break. Friday night it's with my folks and Saturday I head back to school because I'm picking up a couple students on the way as part of a ride share program."

"You mean there's no more time for me?" Phyllis pouted. "I really want some more of you."

I reached my hand over and took hers in mine. "I'll be back for Christmas break. We can finish what we started then... if you want to."

"If I want to?" she exclaimed. "You better believe we're GOING to. My pussy is aching for you and I don't know if I can wait until then!"

Just then we pulled onto my street and she parked two houses down. We looked at each other and she leaned in to kiss me. She reached into my lap, rubbed my dick through my pants and ordered, "You save me a big fucking load. When you come back I want to milk the biggest load you've ever shot and just shower me with it! You think you can do that for me? Think my stud here can douse me in cum?"

We words and motions we're having an effect on me. If this kept up I would not be able to walk into the house without embarrassment.

"Baby, I'll save it all for you," I confidently replied. We'll suck and fuck all during break. I want you just as much."

That seemed to satisfy her and after giving me one last passionate kiss, she leaned back to the driver's seat to let me go. I signed heavy and exited the car, trying to adjust myself to an unnoticeable position before walking into my home.

Two Days Later

The alarm awoke me and after showing I headed downstairs for breakfast. My Dad was at the kitchen table drinking coffee and on his laptop.

Dad greeted me with, "Hey, Bud. There's enough for another cup, some coffee cake and some mixed fruit in the fridge for you."

"Where's Mom?"

"She and your sister left hours ago for Black Friday shopping. They took your truck as it was in the driveway. I thought you were going too?"

"I wasn't going before dawn like they were. I'll get to the mall around 10," I answered, taking a bite of coffee cake. "It's going to be a zoo down there. Want to come along?"

Snorting, Dad said, "Not a chance. You're right, it will be a zoo and I don't need to deal with the crowds."

"Don't blame you. But this is my best chance at any quality shopping for Christmas gifts. Usually pretty good deals too."

"Uh huh," Dad said, drifting off and paying attention to whatever he was reading on his laptop.

"Well I'm going to need your car..."

"Uh huh. Keys are on the hook," Dad mumbled.

30 minutes later I drove around and around the mall lot looking for a place to park. I finally found a stall way in the back of the lot and got out. I started walking toward the mall when a car came to an abrupt stop next to me, scarring the hell out of me.

"Get in!" a voice commanded.

Confused, I just stood there.

"Get in here now!"

I leaned down to peer into the car and looking back at me was Phyllis. She was in her husband's Acura instead of the SUV.

"Get in here you idiot!" she again commanded.

"Phyllis! What are you..."

"Just shut up and get in here!"

I sheepishly tried to open the passenger only to find it locked.

"Shit!" she screamed and unlocked the door. I opened it and crawled in.

"Phyllis, what's going on?" I asked, still clearly confused.

"Don't say anything. Just shut up and let me drive."

We drove off and went about two blocks when we pulled into the lot of a Holiday Inn adjacent to the mall. She pulled into a spot, shut off the key and turned directly toward me.

"Baby, I don't want to wait until next break. Yesterday all I could think of was you. I was supposed to be celebrating Thanksgiving dinner and mentally all I could think of is getting you into bed. Twice I had to sneak off to play with myself and get off. I can't wait another month. I don't want to wait another month. I got a hotel room here, and if I have the courage to go through with this, I want to spend the all morning and into the afternoon fucking and sucking. Do you want to? Do you want to spend the day with me?"

Her speech started off as a demand but by the end it trailed off into more of a plead. Gathering my senses I teasingly said, "Well I don't know. There are some pretty good sales going on and I really need to get my niece a Barbie doll."

"Oh you bastard!" she cried, slapping me on the arm. "You can't turn me down now. I spent two hours parked down the street from your house waiting for you to leave and then followed you here. I've thought about backing out several times, but now I've got you here and I want to finish what we started. Don't you want to? Don't you want to feel my lips around your young, hard cock again?"

We both knew the answer. The hell with shopping. I was going to take advantage of the offer.

"You know I do! And I can't wait to sink my cock into you either!"

"Oh, goody! You're going love what I have in store of us!"

With that she reached into the back seat, grabbed a large purse and exited the car.

We bypassed the front desk and headed right to the elevator. She clearly already had a key and just as the elevator doors were about to shut, a middle aged man in sweat pants and a sweaty shirt entered. Phyllis moved to the side, slightly behind the man and directly in front of me. We stood staring at the doors as we ascended. Slyly Phyllis reached behind her and started rubbing my dick through my jeans. The man did not seem to notice so Phyllis got bolder and grabbed my hardening member. Suddenly we came to a stop and the doors opened.

"Excuse us," Phyllis said and started leading me into the hall by the front of my pants. I'll never forget the smirk of that guy as the elevator doors closed in front of him.

The room was just a few doors down and upon frantically and finally getting the key to work we entered the room, greeted by a king sized bed.

"Go sit over there," Phyllis requested pointing to a leather bench at the foot of the bed. "I'll get things ready."

She placed her large bag on the desk and pulled out a bottle of wine.

"Oh, looking for a romantic time are we?" I teased.

"Romance comes later. We'll open this up this afternoon. I've got to put some things in the fridge."

She put a couple of Tupperware containers in the mini fridge, a couple of items wrapped in a towel or something on the desk, gave a heavy sigh and turned to me.

"Mark, I've been thinking of you nonstop the past two days. We probably should not be doing this but right now I just don't care. There's nothing more I want than to spend the next few hours playing with each other."

And with that she stripped off her knee length coat and revealed a v-neck laced blouse that highlighted her cleavage and tapered off showing her flat tummy. Beneath that was a pair of leggings that hugged the curves of her ass and toned thighs. For a woman of 45, she could pass for 20 years younger.

"Ohhhh fuck do you look hot!" I complimented.

"Thank you, but it's my turn to admire. Take off your shirt," she commanded.

I stood and pulled my shirt over head, my swimmer's toned abs coming into view.

"Fuck that's nice," she sighed rubbing her hands over my chest, down my abs and back to my chest. "Every time we've fooled around it's been in a car and I've never had a chance to get a good look at you. Turn around."

I turned and she took both ass cheeks into her palms. "So damn beautiful," she sighed.

"You're the one who's beautiful," I answered, turning back to face her. "Your running and training has you all tone and in all the right places," I complimented as I ran my hands along her hips and sides of her breasts.

She grabbed me by the back of my head and pulled me in for a kiss. Our tongues swirled and our hands palmed each other's ass.

"Oh God," she panted. "I want you to fuck me Mark. I want to bounce on your beautiful cock and ride you until I cum. Then I want you to throw me on the bed, spread my legs in the air and pound me into oblivion." She started rubbing my cock through my jeans. "Do you want me Mark? Can you be my boy toy?"

She didn't wait for me to answer. She dropped to her knees and undid my belt and zipper. She fished out my now semi-hard cock while dropping my pants below my knees. She then looked up at me, directly into my eyes and took my cock into her mouth.

"Ohhhhh, fuuuuck!" I exhaled.

Without her eyes ever leaving mine she briefly took me out of her mouth and said, "Today is going to be a lot of fun!" And with that she took me back in, all the way to the base. She kept me there a moment and then snaked her tongue out grazing my balls.

"That's so fucking amazing. Feels so good!" I panted.

She came back up for air but then dove back in, her head bobbing at different angles.

I reached down and fondled her boob, trying to release it from her blouse. She briefly stopped her fellatio and pulled her blouse off. I reached behind and undid her lace bra, freeing her firm breasts and bringing her eraser sized excited nipples into view.

She continued her head bobbing while I played and stimulated her nipples. We were both moaning with enjoyment.

Suddenly she stopped and stood up. "Sit on the edge of the bed bench there. I'm finally going to ride you Mark." As she stripped out of her leggings she continued, "I want to bounce on your cock, rub my tits in your face and scream for joy. You ready for me stud?"

I sat on the bed bench and held my rigid cock straight up for her. "Phyllis, I've wanted to fuck you since I was 16. I can't believe this is finally happening."

And with that she positioned herself right over me. She again looked me in the eyes and ever so slowly lowered herself on to me, inch by inch. She slid on to me like a hot knife through butter. She was already so wet there was no resistance at all.

When she hit bottom she paused, and while still looking into my eyes said, "This feels amazing. Your wonderful cock is filling me so." She lightly ground around a bit, adjusting and getting used to me. Suddenly she said, "Are you ready? It's going to get a bit rougher now." And she rose up the tip and then slammed herself down again. Again up and then down, faster and more violent then before. Over and over she she rode. This was no love making. She was fucking me and fucking me good. I had to brace myself by grabbing the sides of the bench and planting my feet firm on the ground.

"Yes! Yes! Yes!" she screamed, never slowing down and continuously bouncing. She through her head back and just rode me over and over.

Looking up at her I was panting and hanging on for dear life. I did not want us to fall from the bench and struggled to keep up with her. I watched her breasts bounce in front of my face, occasionally striking my face. I tried to lick one as it passed by but she was moving so fast. I released my grip of the bench with one hand and placed it on her ass as she bounced. Upon an up stroke I spanked her ass playfully.

"Yes! Spank my ass you Motherfucker! Spank my ass while I fuck you!"

I spanked her 3-4 times when she momentarily paused as she was at my root. I took advantage and stuffed a breast into my mouth, lightly nibbling and tonguing her pert nipple.

She let out a moan of delight and then started bouncing again, her tits hitting each side of my face. A light gleam of sweat started forming on each of us and it only made her motions slicker and faster. How she could maintain this pace dumbfounded me.

I again started spanking her and moaned. "Fuckin' ride me Phyllis. You're totally fucking me now. Do whatever you want."

She then spun around and started bouncing reverse cowgirl. We got into a good rhythm and she leaned back into me. I reached around and grabbed each breast, palming her breasts and occasionally rolling her nipples through my fingers.

She was panting the entire time and under her breath repeated, "So good. So fucking good. I love your cock."

I reached lower and started stimulating her clit and she rode me. "Oh God. Right there! Play with my pussy. Play with my clit as I fuck you!"

She slowed her motions and I took the opportunity to rebalance. I was finally in a good enough position to thrust upward. I started to stab up into her while she took over rubbing her clit.

"Yes! Give it to me! Oh, God this feels so good. I'm going to cum. Don't stop, I'm going to cum"

Determined, I thrust up harder. I wanted to provide this woman pleasure. "Do it!" I ordered. "Cum all over my cock. Let yourself go!"

She suddenly tensed up and then released. "I'm cumming! Oh my God I'm cumming!"

I felt juices flow over my cock and down my thighs. This woman released completely. "Fuuuuck" she moaned and then fell to the side. I had to quickly catch her before we slipped and hit the floor. I think she actually passed out briefly.

"Phyllis, are you all right?"

A groggy moan was all I heard.

"Stand up here Baby" I said. But she was too weak. The combination of her violent fuck and gushing cum had taken all her strength. I scooped her up and carried her to the bed. I laid her gently down and stroked her face, getting the hair out of her pretty face.

"You ok, honey?"

"I'm fine my lover. That was so intense I just need a little time to catch my breath and recover."

"Hold on a sec. I'll be right back."

I returned moments later from the bathroom with two damp washcloths. One was cold to wipe her brow and cool her down. The other was luke warm and I guided it up and down her tone body, removing the sheen of sweat that she caused.

"You're too good to me," she purred. You make me feel so good. Make me feel so sexy, fuck me so damn good and now treat me tenderly."

"Actually, I think you were fucking me," I retorted. "You're the amazing one."

"You're right! I was fucking you. And in a few moments, if I ever get my strength back, I'm going to let you fuck me. You take control. You take me any way you want to! We are nowhere near done."