Mark's Journal

I looked down at my cock and thought as if it could hear my thoughts, you're not helping matters, buddy.

I started to think back on what Carol said. She said she would take a shower and it sounded like a very good idea to me as well. If anything, to get the sweat off. There was a small bathroom set to the side of the bedroom I was in. Heading in there, I started to undress but when I got down to my underwear, I realized that I didn't have any towels and I didn't remember where I packed them. The internal cocktail of arousal and panic had caused me to make a pretty stupid choice. I pulled back on my shirt and jeans and headed up the stairs thinking Carol knew where they were. In a clearer state of mind, I probably would have just dug through the boxes for the towel but hindsight is always 20/20.

"Carol?" I called out but there was no answer back. Since she said she was going to take a shower I approached her room with deft caution. Her bedroom was on the second floor at the end of the hallway and the door was open. Seeing that made me think that it was alright to approach. When I did, I heard a low buzzing sound. At first, I was confused. It couldn't have been a phone on vibrate, it was much louder and going much longer than an average ring. My aroused mind went to the more erotic of conclusions and I wondered if I should approach. The buzzing was coupled with a low moaning sound.

I had to know if I was right. I approached the door not caring about any kind of dangers or consequences. The door was open only a couple inches wide. I stepped closer and the buzzing and moaning got louder. With one eye to the crack I saw what my perverse mind had already pieced together. Carol was on her bed, completely naked, on her knees with her chest on the mattress and her ass facing the door. Her hands were underneath her body and holding up a Hitachi wand to her pussy. It was a good thing that her head was facing opposite of the door otherwise she would have caught me. Seeing her like this, I couldn't stop myself, my arousal had overridden all other functions like a backseat driver who climbed into the driver's seat and took over. Even with a limited scope of vision I could see how incredible her body was. She was well toned from her back to her waist to her incredible curved ass.

"Oh fuck," she moaned out, "fuck me..."

My imagination ran wild with thoughts about her body being bent, laid, and turned into so many positions while being fucked and her begging to be fucked by me. By me! The pain of my hardening cock grew to such an intensity that I pulled myself from looking in order to readjust myself to a more comfortable position. I did think about doing what everyone does in adult movies in this situation; masturbate outside their door. My hand was already moving my cock and despite the sheer wish to pleasure myself, I stopped. After all, what if she came to the door and caught me with my pants around my ankles and my dick in my hand? The fear answered that and stopped me. I shifted my cock to a more comfortable position and came back to the door wanting to see and hear more.

I found that Carol had changed her position. She moved herself onto her back with her head resting on the pillows while her legs were spread wide open and her hands holding the wand at her pussy. I froze wondering if she could see me, but eyes were closed. Before I could even breathe any sigh of relief, I heard her.

"Oh, Mark.... fuck me..." she moaned.

Confusion had struck me like a punch out of nowhere. The kind that makes you wonder where did that come from? Why was she saying my name? Did this have something to do with her seeing the tent in my pants earlier? And what was that wink that she gave?

"Mark," she continued, "take me. I want you inside me. My pussy is hungry for your cock. Give it to me...put it in me...do it to me...put it in me..."

The moans had started to turn into grunts as if she was really pushing herself to orgasm or imagining herself being rammed hard by my cock. But why was she saying this? This made me step back a little bit and I hit the opposite wall with my back as well as the back of my head. The impact sent out a loud thump. My instinct made me rub the back of my head but I was brought back to the situation at hand when I heard Carol's voice.

"Mark?" She called out sounding concerned but I knew there was panic in that voice, "is that you?"

Another flash of terror shot through me and I knew I couldn't hide, "Y-y-y-yes," I said, stammering, but I fell upon a small fib that wasn't far from the truth, "it's me, Carol. I was just trying to find some towels since I can't find the one I packed."

She sounded like she was taking a hard swallow after a long and hard workout and answered, "They're packed in the closet near the second bathroom."

I wasn't sure if I was hearing panic or embarrassment in her voice at that moment but I didn't care because I was just glad she didn't catch me.

"Thanks," I replied making the move from where I stood to the send bathroom. I opened the closet and I found the towels folded as if they were made for a five-star hotel. Not caring which one, I picked the one at eye level and pulled it out in order to maintain the appearance that I was doing what I was doing when she heard me. I wasn't sure if she was going to come out of her room to see what I was doing but I knew I needed to be safe. How bad would it look if she discovered that I was spying on her masturbating and even hearing her talk dirty about me?

I went back down to my area and sat on the bed. There was a patina of cold sweat on my forehead but then I looked down at myself and found that I was still hard despite the fear, panic, and anxiety. Let's admit it to ourselves, I thought, a MILF...a MILF was crying out for you.

But it's my mom's best friend, I answered back.

Come on, did you see that pussy? She wants you inside it. How fucking hot is that? It's like everything we saw on screen made real, man!

Okay, that's it!

I got back up from the bed, yanked off all my clothes and let them fall to the floor, turned the shower onto full cold and hopped in. Despite the cold sweat, the shower made me feel colder, but I didn't care. I looked down at my still stiff cock and saw him shrink like a turtle pulling in its head at the sign of danger. With the physical issue pushed away there was still a question hanging in the air; Carol was moaning my name. What am I supposed to do about that?

January 28^th

It had been a couple weeks since the day that I had spied on Carol and since then things have been awkward. I tried not to draw attention to myself by keeping busy as far as unpacking and sorting things in the basement area. Yet, each time I stopped, my mind went back to what I saw in that bedroom.

Things then took a sharp turn. Being around Carol felt like I was walking on eggshells in a minefield. I am not sure what step I should take or not. One crack or one misstep and everything could blow up in my face. I could tell her what I saw but what then? What would she say? You what, Mark!? Get out of my house now! And it didn't help that each time I was in the room with her, I couldn't help but imagine her naked.

On the day I had spied on her, she called me up for dinner and she was wearing a tight white shirt and her skinny jeans. I went right for the table and sat down with how my dick was starting to grow hard in my jeans. It throbbed in synchronized eroticism with my heart as if it was chanting MILF-MILF-MILF! I know I made it more awkward by trying to eat fast and it was my favorite food; fried chicken strips in a special recipe that Carol knew how to do but my mom couldn't replicate. Yet, I kept looking over at Carol, looking down her shirt with how low cut her V-neck shirt was. I ended up doing quick glances to her chest, her face and back to my food that I ate with rapidity.

She noticed immediately, "Sheesh, Mark, slow down. The food doesn't have wings."

I tried to slow down but I fibbed, "Sorry, I'm just in a hurry to unpack the rest of my stuff."

"I'll help out," she offered.

I couldn't say no to her otherwise it would have made the suspicion go up even more. So, I allowed it. After the clean-up we headed back down to attack the last of the unpacking. While she was helping, I could see her dip and move. Each motion of her body made images flash through my mind of her on that with the wand.

The part where it reached a fevered pitch was when she was helping me sort my books and set them onto the shelves. She was crouching down to get to the lower shelves. I saw her leaning forward and her jeans were riding so low on her buttocks that I could see her underwear.

Holy fuck...Carol's wearing a thong!

It was red with the strings wrapping around her sides and coming down to meet at the center of her lower back before entering her most intimate of crevices.

It took all the strength and willpower I had to hide any arousal or sexual thoughts from coming to the surface. And there was a moment of pride and relief when it was all done when everything was set up, put away, and it looked like I lived there. When it was done, Carol came to me and hugged me even though we were both sweaty.

She pulled back and said, "Let me know if you need anything else, hon."

"Thank you," I said, knowing that my cock was throbbing saying, you could let us inside. We know you want it. We heard you.

I watched her turn and head up the stairs but all the while I saw how her hips were moving from left to right unsure if she was doing this on purpose or if it was her natural gait.

After she left, my mind was spinning. I wasn't sure what she was thinking about this. Did she know that I was watching her while she was in her bedroom? If so, that could explain why the door was open. I don't know how anyone else masturbates but I know that for me, the door is either closed or locked. Who would do that with it slightly open? If that's the case, then why is she doing that? And why was she moaning my name? The questions spun me harder than being inside a carnival tilt-a-whirl. The spin is fun but then comes the aftereffects when one steps off the ride and the head still spins.

It was a good thing that I wasn't completely alone about this. I went to my computer to talk to one friend that always seemed to know what to do. They lived across the country that had been friends with me since I was in junior high. Her name was Ember, and she was a doctor so that didn't exactly give enough time for her to be online and talk to me but in the past couple weeks she spoke to me a lot more than normal. It was on Twitter direct message that we spoke the most and I used that opportunity to ask her opinion on the situation.

EMBER: Hey, Mark, you doing okay today?

MARK: I'm doing okay. All things considered. I'm just glad that my next-door neighbor offered me to stay here. I got most of my stuff setup but there's something that's been bugging me.

EMBER: What is it, dude?

MARK: Well, you know about my own sexual appetites and all that, right?

EMBER: Yeah, we've never been shy about that stuff. Did you meet someone?

MARK: Kind of...what I'm about to tell you is about my mom's best friend.

EMBER: Go ahead.

I relayed all the events that happened to her and I held my breath so tight that I thought my head was going to pop like a zit in waiting for her response. I've known Ember for many years and I know that she's not the judgmental type but that didn't stop the crushing anxiety. I kept my eye on the screen and watched the icon come up that signified that she was typing her response.

At last, the reply came up.

EMBER: Wait...she called out your name?

I replied back as quick as I could.

MARK: Yeah.

EMBER: Are you sure she meant you? It could be someone else because Mark's a pretty common name, right?

Mark: I don't think she's seeing anyone that has my name. At least not that I know of. I mean, I haven't heard her talk about seeing anyone else. But really, Ember, what'd you think I should do?

EMBER: Mark, this may not be the best thing for you to act upon. She is your mom's best friend. She's taken you in. If you tell her this, it may make things weird. And it probably was an accident that you saw her. But, these are only thoughts. I wouldn't act on them if I were you because this is just weird.

It's hard enough when one has fears and anxieties in their own head but when someone else vocalizes it, that makes it that much real. The concern was in the air, and I can't stop thinking about it. I stepped away from my computer and went over to my bed. I was lying face down and I felt so helpless and lost. What am I supposed to do now? I wanted to nap since my sleeping schedule has been so out of tune these days but my body wouldn't relax to the point of sleep. It would only relax to the point of arousal. Despite the questions of what to do, the arousal kept taking over and even I have to admit that the situation is like a dream come true. And that admittance to myself made my dick pop up. It made itself known like that one party animal in a group: Did someone say 'party'?

Only my cock asked: Did you just think about pussy? Come on, Mark, I need some attention. It was straining against my pants to the point of pain. Like the pain in one's feet from standing too long and was crying for the relief of sitting down.

Fine, I thought, and rolled onto my back. Unbuttoning my jeans, pulling down the zipper, I reached in and fished out the one-eyed bastard and began once again. I tried to think of my go to fantasies. Two women at the same time? No. That wasn't hot enough. I then thought about one that never fails; a woman in a cheerleader uniform like Bambi Woods in "Debbie Does Dallas". But that wasn't hitting the right buttons until the woman I imagined started to morph into Carol. There she was in front of me in that Sporting Goods Store dressed in a Dallas Cowboys Cheerleader uniform. The white vest, the tight shorts, the tied up crop top, the boots, the hat and the blue and white pom-poms. I couldn't control my thoughts and with my hand gently stroking my shaft, I didn't want it to stop.

She stood there showing off every curve that she had. She turned slowly in place while shaking her hips and her pom-poms rattling at her sides. Her gaze as sultry, peppy, and innocent all at once.

Hey, Mark, she called to me, wanna try out this tight end?

She said this bending over, letting her pom-poms fall out of her hands, and stood back up. Grabbing onto the waistband of those very tight blue shorts, she pushed them down to the tops of her white boots. Her ass...such a perfect peach of womanly design.

Don't you want to be inside me? She asked pushing her shorts past her boots and kicking them to the side. Still bent over she spread her legs and reach underneath to spread her lower lips. I think you'll love my pussy. Come on, get that cock out and show me what you can do with it?

I couldn't stop. One hand stroking and the other reaching down to caress the wrinkled skin of my scrotum I didn't even care what happened next. But in hindsight I probably should have for at the edge of my awareness I thought I heard a set of footsteps coming down the stairs. And that was when the door opened.

Mark? She called out; I've been calling for you.

Why did she say that? But then I heard the thump of footsteps down the stairs. There was no time to think or react. My eyes opened, the door opened, and our gazes locked in fight, shock, and embarrassment. She pulled back and quickly shut the door.

"I'm so sorry!" She cried out, and that was followed by a rapid thumping of her feet bounding up the stairs.

My body was hot and prickly from the mortification but then it grew cold from the coming dread. It finally happened. The worst had come to pass. I looked down at my cock that was still hard but was starting to shrink away just like the head of a turtle pulling itself back into its shell.

See the trouble you got me into now, I thought with all my anxieties and fears crashing down around me. We are so fucked!

January 29th

The air was tense.

Carol and I hadn't said anything to each other since she caught me and I dind't know how to approach the situation.

Then dinner time came and Carol called me up.

"Oh, Mark!" she beckoned, "dinner's ready."

She did it in the same tone of voice like she did before like she'd never been happier. I had been down in my part of the house for most of the day afraid to show my face around Carol. It wasn't just the fact that she caught me, there was still the secret I was holding about seeing her doing the same thing. In a darkly humorous way, turnabout was fair play in this instance.

When I came to the kitchen and dining area, I had my head down low, glancing up to look at what was cooking and where the plates were. I didn't even care to look at what she made. I just got what I needed and went to the table, sat down, and ate. She came over, sat down next to me and started to eat as well.

The tension was so much that it made me eat a little quicker so that I could get free of it, but Carol broke it.

"Mark," she said, reaching her hand out to mine, "I wanted to talk to you about yesterday."

My body went rigid and cold again when I looked up at her. She was smiling at me.

"It's okay, Mark," she reassured, "what you were doing was completely natural."

I didn't say anything. I only made the smallest of nods while looking down at my plate.

"But, might I ask you something?" Her voice sounded a little coy.

"What?" I asked, my voice just above a whisper.

"Why were you calling out my name?" she asked.

"What?" I asked, confused. I don't remember calling out her name at all during my little session of self-love.

"When you were doing...what you were doing...you were moaning out my name."

"I was?"

Oh shit! I thought, was I really moaning out her name and my heightened state of arousal didn't register it? How could that have happened!? I'm even more fucked now!

"You were," Carol said, keeping her hand on mine. "But why were you calling out my name?"

This is it, I thought, I can't get out of this one. I can't lie.

It made me think back to a lot of times in my life when I could have lied to get out of a situation, but I didn't. Such as when I was a kid and one of my classmates threw a rock through the school window. The teacher looked at me and asked me who did it and I couldn't lie. Even with the teacher's face and the kid's face looking at me. I couldn't hold such a truth back. And just like before, I couldn't hold the truth back.

I took a deep breath and exhaled, "Carol...can I admit something to you? Something very embarrassing?"

"What is it, hun?"

"I've been having thoughts...sexual thoughts...about...older women."

"There's nothing wrong with that. Age is, after all, only a number. Well, as long as both people are consenting adults."

"Yeah, well, I often watch...adult movies...of MILF women," I added, pushing through the raging heat in my face. "I also have this...fantasy... I like the idea of being mothered as well. I basically want to be held." I took another deep breath and exhaled before saying, "And I've had girlfriends but none of them can fulfill my desires. Mainly because I never tell them for fear that they'll think that I'm sick or weird. But it's because of that that I can't help but think of..."

Despite the wish to tell the truth, I had trouble spitting it out like it had become a popcorn kernel that buried itself in my gums. And no matter what I could do with my tongue I couldn't push or pull the kernel out.