Me, Dave and Dave's Mum

My story took place more years ago than I care to remember when I was just 18. In our last year of college my best mate Dave was planning on going to university and asked me if I wanted to go with him to Durham university to look around. The trip would involve an overnight stay as it was too far to get there and back in a day.

I was quite athletic, slim build, about 5'7" tall. Dave was slightly taller than me at about 5'9" and slightly larger build. Dave was adopted as a child and lived with his adoptive mum. Sadly his father had passed away a couple of years previously. I agreed to go with him but he said his mum was insisting on taking us as she thought it too far for us to drive on our own. Dave's mum, Sheila, was a buxom lady, about 5'6" tall with short brown curly hair. She had a big pair of tits but she wasn't the most fashion conscious woman and usually dressed in rather dowdy baggy clothes which did nothing to show off her curves and made her look older than her 45 years.

So the day came and we set off. Sheila was wearing a flowery knee length dress, it was quite tight fitting and showed off her ample breasts more than usual.

We'd only been driving for about half an hour when Sheila said she needed to stop for the loo. We stopped at a supermarket and Sheila went inside to use the facilities. Dave and I waited in the car for what seemed like ages. After about 15 minutes she reappeared and we continued on our journey. Shortly afterwards we joined the motorway and a few minutes later as we were approaching a service area Sheila again said she needed to stop! We pulled into the car park and once more she went in while Dave and I waited in the car. As we waited I said to Dave "does your mum have a problem? We're only an hour into the journey and she's had to stop twice already!"

He looked at me sheepishly and said "well; umm, yes she does but probably not what you're thinking.

"She has a very high sex drive and needs to relieve herself quite a lot. At home she goes to her bedroom several times a day and lays on her bed fucking herself with a black rubber cock.

"I've managed to make a small hole in the door so I can see what she's doing. Luckily she hasn't caught me watching yet. I love watching her, it makes my dick so hard, especially when she cums and moans out loud.

Anyway I think having you in the car is making it worse than usual so she's having to stop to play with herself." I couldn't believe what he was saying but I immediately thought of a plan!

Eventually she came back and we resumed the journey. While we were driving along I made a point of talking with Dave about some of the girls at college, which ones we fancied and what we'd like to do with them. Sure enough when we got to the next service area I wasn't surprised when Sheila announced that she needed to stop. This time however as we were driving into the car park I said "Sheila, I don't think you really need to go into the building to do what you need to do, it will be quicker if you park on the far side of the car park where there's not many people about. Me and Dave will get out and keep guard until you're finished."

Sheila went bright red and seemed a bit flustered before she finally managed to speak. "Oh, err, um, how did you know?

"Okay, well I could do it in the car, if you promise not to look and then it would be quicker." Dave and I readily agreed that we wouldn't look and we'd just keep watch in case anyone else approached the car. As soon as we were parked up in the quietest corner of the car park Dave and I got out. We were both quite excited knowing we were leaving Sheila in the car to masturbate, both hoping that we'd be able to hear her making some sexy noises and hopefully be able to take a sneaky peek.

I held on for a few seconds until I couldn't resist any longer and turned my head to have a look. Sheila had her head pressed back against the head restraint, her eyes were closed and her mouth slightly open. She seemed to be lost in her own world so we both spent more time looking towards Sheila rather than keeping guard. To be honest I'm sure she knew we were looking but did nothing to stop us. It wasn't long until we heard her let out a loud moan. I said to Dave "Do you think that's it?"

He said "I think so, that's the noise she makes at home, her body shakes at the same time." We slowly approached the car until she waved to us to indicate we could get back in.

This time when we got back into the car I beat Dave to the front seat and jumped in next to Sheila. The car had a strange smell, quite musky. I quickly noticed that Sheila hadn't bothered to pull her dress back down so it was revealing more of her legs than I'd ever seen before. They were actually very nice, unmistakably feminine with lovely smooth looking thighs. She made no attempt to cover them up as we continued our journey. I was longing to put my hand on them but didn't have the confidence at this stage.

As Sheila drove I reverted to the previous conversation with Dave about the girls at college. He said he hadn't had any sexual encounters with any of the girls from college, or any others for that matter. I'm not sure if that was true or if he was just saying that because his mum was listening to the conversation! I then proceeded to recount my first sexual encounter with one of the girls.

It was at the previous end of year college disco after we'd finished our exams . It was held at a local rugby club. I started dancing with Debbie who had been in my biology class. She was a very petite girl with blonde hair and the figure of a telegraph pole, i.e. very thin and very small boobs. She was only about 5' 1" tall but looked very sexy in a tight fitting skirt that only just covered her bum!

We danced for a while until she complained she was too hot so we went to the bar to get some drinks. She said she wanted to go outside to cool down. We went out and walked around the back of the changing rooms. Nobody else was there and it was quite dark. We put our drinks down and started snogging. She was a great kisser and this immediately gave me an erection. Her hands were all over my body while we kissed. Then she felt my dick. "Ooooh, what's this?" she said and promptly unzipped my trousers and pulled it out. She bent down and put it straight in her mouth and started sucking.

It felt great as it was my first blow job. While she was sucking my cock I tried to fondle her tits but they were so small it was difficult to get hold of them! She wanted some attention too so she stood up and pulled her top and bra up so her little tits were hanging loose. Although they were tiny she had large nipples that were sticking right out to attention. It was great sucking on them each in turn. As I sucked I could feel them grow longer and harder and I could hear her breathing get much deeper.

While I was sucking I also put my hand up her short skirt and started rubbing her pussy through her knickers. She gasped "oh yes, that feels good." I could feel her panties getting wetter and wetter. About 5 seconds later she let out a groan and held on to me for support while her whole body shook. As this happened her panties became soaked and piss was running down her legs. I think this took her by surprise and she got very embarrassed. She adjusted her clothes and said "I've got to go." I tried to stop her and tell her it was ok but she just ran! I didn't even get to fuck her.

After recounting the story and with Sheila now in the forefront of my mind, I added that I'd quite like to meet a more mature woman that had more experience and knew what they were doing.

While I was telling my story I couldn't help noticing that Sheila's left hand had drifted into her lap and she now had her fingers down between her legs and seemed to be rubbing herself. At the same time she was letting out little whimpers and listening intently. When I'd finished she looked at me out of the corner of her eye and said "never mind, you're still young, you'll have a better experience soon."

As we finished the conversation the signs appeared for the next service area and Sheila said "sorry boys, with all this talk about sex I need to stop again." This time she drove over to the quietest part of the car park without prompting and pulled up. As Dave jumped out of the car I could see he had a large bulge in his trousers.

I paused and said to Sheila "would you like me to help you this time?"

She replied "oh my god I would love that but you wouldn't want to do anything with an old lady like me would you?"

I said "don't be daft, of course I would, I think you're incredibly sexy."

Without hesitation Sheila turned to Dave and said "you'll have to keep guard on your own this time." Dave started whinging but she stopped him short snapping "you can't help, you're my son!"

He wasn't happy, so I hopped out quickly and quietly said to him "don't worry I have a plan!" That seemed to please him so off he went to stand guard while I quickly jumped back into the car.

As soon as I was in Sheila grabbed me, pulled me towards her and started kissing me, delving her tongue deep into my mouth. There was no finesse, it felt like the kiss of a desperate woman, which I suppose it was. I responded in kind, wrapping my tongue around hers and delving it into her mouth. The embrace went on for some time and I felt her huge tits, one in each hand, gently massaging them. They were so big, each one was more than a handful and they felt so good. Even through her clothes I could feel her hard nipples just begging to be sucked. She put her hand down to my crotch and started to rub my already rock hard cock. "Oh, wow, that feels so hard, I want it in my pussy," she said as she started trying to release it. I quickly grabbed her hand and stopped her.

"Not here," I said, "we'll have plenty of time for that later when we get to the hotel. For now I just want to help you cum with my fingers, tell me how you like it." I put my left hand down between her legs and she spread them apart to give me easier access to her vagina. As my fingers reached it I moved her knickers to one side and I could feel her juices running out. I couldn't believe how wet she was.

"Put as many fingers as you can inside me, use your thumb on my clit and rub as quickly but gently as you can." she said. I did as she instructed and got 3 fingers into her straight away. She put her head back against the seat as she gasped "oh fuck that's good, it's not going to take long, I'm going to cum quickly." Within a few seconds she gasped "Oh god I'm cumming now, oh shit, yes, yes, yes, ooooh." Her body was shaking uncontrollably, just like Dave said he'd seen.

Thinking she was done, I stopped moving my hand in and out and started to gently rub all her juices around her pussy lips but she said "please don't stop, I need more, you're doing it perfectly." So I reverted to pushing my hand in and out, by this time I'd managed to get all four fingers into her and I could have got my whole fist in if I wasn't using my thumb on her clit. After just a few more seconds she came again her body shaking, only this time with strong jerking movements as her orgasm completely overwhelmed her. When it subsided I pulled my fingers out again and she said "no, please keep going I need more."

But this time I said "no, we can't do this all day, we need to get to the hotel then we can really enjoy ourselves and you can have my dick inside you."

"Oh yes" she replied "but you've got me so horny now I can't wait! We're only about 45 minutes away now so I'll drive as quick as I can." With that she waved Dave back to the car.

As Dave jumped back into the rear seat I couldn't help noticing the bulge in his crotch had gone but had been replaced with a damp patch. He must have been watching and listening I thought and he's lost control and shot his load in his pants! I knew it must have been difficult for him being stuck outside while I was enjoying myself with his mum. I just hoped my plan would work so I could get him in on the action as well.

Within 40 minutes we were parked in the hotel car park. Sheila straightened herself out and Dave tried his best to hide his damp patch and we went to check in. Dave and I were sharing a room just down the corridor from Sheila's room so we weren't far away. We went into our respective rooms and I said to Dave "I need a shower."

"Me too" he said. I told Dave he could go first. As soon as Dave went into the shower I headed out of the room and down the corridor to Sheila's room.

I tapped on the door. She opened the door just a touch and said "hello?"

I whispered "It's me!" she then opened the door wide and literally dragged me in, quickly closing it behind me. She must have been about to get in the shower too as all she had on was a towel.

She pulled me close to kiss me and as she did she put both arms forward and her towel dropped to the floor so she was standing in front of me totally naked. Now I could see her huge tits in all their glory for the first time, they were big but even more impressive were her nipples they were huge and sticking right out, very dark brown in colour with wide brown areolas, they must have been two inches long and looked like a pair of little dicks. We kissed briefly and then she started to get me undressed. I let her do the work and while she was doing it I kept touching her boobs, bum and pussy, which was still running in sex juice, I suspected it hadn't stopped the whole journey. Eventually she had removed all my clothes and pulled me towards the bed.

She flopped down on her back with me on top of her and just said "for god's sake fuck me, I need to feel a real dick in me. I haven't had proper sex for years."

My dick had become hard as soon as I'd seen her naked so I was ready to go, I teased her a bit by just rubbing the entrance of her love hole with the tip of my shaft, getting it all covered in her pussy juice. This drove her wild and she was pleading "don't tease me, just put it in and fuck me, pleeeeaaaase!"

I slid it in all the way and she took a sharp intake of breath and started pressing her fanny up against me in time with my thrusts. I raised myself up on my arms so I could see her tits bouncing in time to our rhythm, they looked amazing. She moved her left hand up and started pulling on her right nipple while her right hand went down between us to rub her clit. She was gasping for breath and in between saying "oh yes, fuck me hard, yes, I really need this. Fuck, I'm going to cum but don't stop, keep going." With that she let out a muffled scream and her body convulsed as her orgasm came over her. As she'd asked I just kept going and once she was able to speak again she said "yes, that's it keep going. It feels so good, I'm going to cum again."

I said "I think I'll cum with you this time, I can't hold it much longer."

She said "oh yes baby squirt it in me while I'm cumming, ooh here it comes, oh fuck, yes, yes, yes!" This time as she came I shot my load deep into her. It felt glorious giving out a squirt of spunk with each convulsion as Sheila writhed and groaned in ecstacy. Even though I'd shot my load my dick remained hard so I continued to thrust it into Sheila's cunt. The combination of her sex juice and my spunk all mixing together in her love tube was now making really loud squelching noises as we continued to fuck.

She was already breathing very heavily again but managed to gasp out "oh yes, this is amazing keep going, you're going to bring me off again. I've never been fucked like this before, oh my god, here it comes." With that she exploded into another powerful orgasm.

This time though once it subsided I pulled out and said "we have to stop, Dave will be out of the shower and wondering where I've gone! And we need to go eat." She reluctantly agreed and I quickly pulled my clothes on and headed back to our room.

Dave had just finished his shower and was ready to go out. "Where've you been" he asked.

"Oh I just popped out to try and find a shop but it's too late, there's none open now." With that I quickly showered and changed ready to go for dinner.

Dave and I locked our room and wandered down the corridor to meet Sheila. When she opened the door I couldn't believe my eyes, Sheila looked stunning, no dowdy dress tonight. She had a very tight fitting plain pale pink dress which only reached to about 6 inches above her knees so really showed off her shapely legs and the low cut top framed her big boobs beautifully. I had never seen her dressed like this before. We decided just to walk down the street from the hotel to find somewhere to eat.

We soon came across a nice looking restaurant that was busy without being packed so there were a few spare tables. We went in and were shown to a table in a quiet corner of the main room backing up to the wall. Sheila and I went round and sat next to each other with our backs to the wall. The tables had tablecloths on them which hung down from the table offering a good amount of privacy. We made our selections of food and ordered some drinks.

While we were waiting for the food to come I put my hand on Sheila's knee and began to run my hand slowly up her thigh moving the hem of her dress up as I went. My heart skipped a beat when all of a sudden my hand moved off the nylon that I thought was going to be tights and suddenly felt the silky smooth warmness of her upper thighs. She was wearing stockings and suspenders. Every boys ultimate dream! I nearly came in my pants when I realised what she was wearing but just about managed to contain my excitement and continued with my plan!

I carried on rubbing my hand up and down Sheila's thigh, it felt great and she liked it too as she looked at me and discreetly winked and smiled so she didn't give anything away to Dave.

After a few minutes I moved my hand round to Sheila's inner thigh and she parted her legs which told me she wanted me to continue. I moved it up until I reached her pussy. I was amazed to find she wasn't wearing any knickers and I could immediately feel her wetness again. As I rubbed her clit she let out a little whimper of pleasure. She leant over and whispered in my ear "be careful, please don't make me cum in here, I can't do it quietly!" I continued what I was doing until suddenly she squeezed her legs together and grabbed my arm to pull my hand away. I guessed she was on the verge of an orgasm so not wanting to draw undue attention to us I stopped. She held her breath for a moment and then let out a big sigh.

Dave noticed and said "Are you ok mum?"

Sheila replied "yes I'm fine darling, just stifling a yawn." With that the tenseness went and as she relaxed she again moved her legs apart so I could resume massaging her clit.

This continued for the rest of the meal, only stopping to eat our meal and each time Sheila clenched her thighs together which happened quite a few times so I knew I was keeping her close but without tipping her over the edge.

When we'd finished our meal Sheila said "well boys, we better be heading back to the hotel." Dave said he needed to use the loo before we left. As soon as he'd gone Sheila said to me "you've made me so horny again, will you come to my room once we get back, I so need to get your dick back inside me."

"Absolutely! I can't wait to fuck you again" I replied.

Sheila got up and adjusted her dress. I noticed she'd left a little pool of pussy juice on her chair so I wiped it with my fingers and put them in my mouth. "Mmmm, you taste great." I said.

"Oh, you're such a dirty boy" she replied.

As we walked towards the door to meet up with Dave she grabbed my arm and said "oh god, I can hardly walk, my legs are all wobbly!"

On the walk back to the hotel she held onto me on one side and Dave on the other, she made the excuse to Dave that she'd had too much wine!