Milf Tails: The Grateful Milf

"Well..."

"Please?" she smiled, "It's the least I can do for how nice you've been. Come on, stay for dinner."

"Well," I gave her a nervous laugh. "I guess when a woman asks that nicely a man should do what she wants."

"I like that answer." She said, again giving me that look I now knew was just for show. "Make sure you remember that."

Stepping back from me she asked, "How long for you to finish?"

"About twenty minutes I guess."

"Good, when you're done, come on in and I'll have something hot and spicy waiting for you."

"The ribs are spicy?" I asked.

"Well yeah," she frowned, "What else would I be talking about?"

"Nothing." I said quickly, my face beginning to heat up as I'd made myself look stupid again.

Melanie looked as if she were going to say something else, but reaching down, I gave the cord a hard yank and mercifully the mower started.

*****

I entered Joe's house through the side door that led into the kitchen and was assailed by the smell of the ribs. Taking a deep breath, I heard my stomach growl and thought maybe dinner wasn't a bad idea after all.

Walking through the empty kitchen it dawned on me that ribs in the crock pot told me there was nothing going on here, but me keeping Melanie company and letting her do something nice for me.

Again I felt that wave of mixed feelings. A little disappointed she wasn't one of those hot milfs from the porn world that paid young guys with sex, but glad because it would really be kind of low seeing Joe was my friend. I stood in the kitchen looking around and wondering if I should just sit when, Melanie called out.

"Hey, Phil?"

I turned and looking down the hallway saw her poking her head out of the room she used as her office.

"Hey, what's up?" I asked, "We going to eat in here?"

"Sure, but..." she gave me a big smile, "Do you think you could do one more thing for me?"

"Sure," I answered leaving the kitchen. "What do you need?"

"The window in my bedroom is stuck. I think it swelled with all the humidity we've had. Can you get it up for me?"

I almost laughed at that obvious remark, but refusing to be toyed with anymore, kept my composure. "I think I can get it up for you."

"Great!"

She remained in the doorway with just her head peering out, her hands on the doorframe. I looked at her red fingernails and wondering why she wasn't coming out when she looked down and frowned.

"Do you mind taking your boots off, I just cleaned the rugs."

I followed her gaze down to my grass stained boots and shrugged, "Yeah, no problem."

"Thanks! I'll meet you in the kitchen!"

She slipped back in the room and closed the door. Leaning against the wall, I removed my boots, leaving them in the hallway and entered her bedroom. I headed over to the two windows across from me, then stopped when I realized the air conditioner in one of them was blasting. Why would she want me to open the window?

Nevertheless I walked over to it and was just putting my hands on the top, when I heard,

"So, what do you think, baby?"

Baby? I turned from the window and unlike the other day under the desk; I failed to succeed in keeping my jaw from dropping. Melanie was standing in the doorway wearing a short black nightie ,the top of which was transparent lace. Even from across the room I could clearly make out her pink nipples, her hard pink nipples.

"Well?" she asked, stepping into the room and closing the door behind her, "Do you think you can do it?"

"D...do what?" I stuttered as she sauntered over to me.

The slinky black lingerie barely fell to her upper thigh and was sheer enough for me to make out a black thong between her smooth thighs. Her full hips were swaying seductively as she approached me and when she stopped no more than a foot in front of me, she smiled, "Get it up for me!"

"The window?" I asked like an idiot as my heart began racing.

"No, silly." She giggled and the sound of it sent a surge of excitement through me, but nowhere near as much as what she said next. Leaning over, she rose up on the tips of her bare toes and whispered, "I'm talking about your cock."

"Oh my god!" I gasped, then immediately began to blush as I had just made myself sound like even more of a moron.

"Hmm," she purred in my ear, "I like the sound of that, but I think it will sound better when I say it while you're fucking me."

"Miss..."

"Melanie." She corrected me. Leaning back just enough to look me in the eye, she placed her hands on my arms, "You're a big boy now Phil, you can call me by my first name." she giggled again, "Unless there's other things you want to call me."

She gave me a wink then made a show of running her pink tongue across her red lips. Her tits were pressing against me and I was acutely aware of her nipples poking me in the chest. Unsure of what to do I kept my arms at my sides. Part of me wanted to touch her, but a bigger part felt it would be wrong.

"What's the matter, sweetie? Cat got your tongue? I hope not because I was hoping it would be my pussy that would get it."

"I..." taking a deep breath, I forced out the other thought going through my mind. "Are you messing with me?"

"I'd like to be." She widened her blue eyes and rubbed her soft hands along my arms. "Hmm, you know Phil, for a long time whenever I thought of you I thought of that geeky little kid that used to come over and play X-box." Giving my arms a hard squeeze she cooed, "But not a little boy anymore, are you?"

"No, but..."

"But what?" I started to speak, but she put her finger to my lips, "Please don't even try to say you don't want to. I know you look Phil, not just now, but for a long time."

Stepping back she raised her hands over her head. That move lifted her tits up to an even better angle and I could feel my cock rising with them.

"Like what you see, baby?"

"Well, I...it's not about that."

"Why not?" This time she put her hands on my chest and running them down though my shirt stopped at my waist. "You going to tell me you haven't thought about it?"

"Um, maybe." I said softly as she worked her hands under my shirt and started running her nails across my stomach

"No maybes." She shook her head, "I know you have, I bet you used to lay there in bed when you slept over and jerk off to me didn't you Phil?"

I felt my blush return and leaning into my ear she continued, "Did you baby? Did you stroke your nice hard dick to me? Did you think about me doing dirty things for you?"

I jumped when her tongue flicked out and caught my ear lobe, "You think about me sucking your cock? Slipping into your bed and giving you a nice long blow job, then letting you lick my pussy?"

"Damn." Was all I could come up with.

"Hmm, then what?" she sighed, her breath hot on my neck as my cock hardened between my legs. "Did I ride you? Did I lay back and put my legs up?" she lowered her voice to a sultry whisper, "Or did I put my ass in the air and let you fuck me on my knees?"

"I..." her hair was in my face and I could smell her perfume, she was nuzzling her soft cheek against my neck and her hips were grinding into me. Her hands moved up my chest and I gasped when she caressed my nipples with her fingernails

"Well?"

"All of it." I blurted out, "E..everything, I thought of everything!"

"Good boy, admitting you're a bad boy."

Her hand left my chest and I groaned loudly when she found my cock and squeezed it through my jeans. "Oh, a very bad boy!"

She began rubbing my cock through my pants and no longer able to hold back, I put my hands on her soft hips.

"That's it, you can touch me anywhere you want to." She smiled up at me.

My hands trembling nervously, I slid them up her sides and stopped just below her tits.

"Go ahead," she whispered in my ear, "Grab my tits, feel them the way you've always wanted to." She gave my neck a soft kiss that caused my cock to twitch, under her touch, "The way I want you to."

I hesitated for a moment, but when Melanie kissed my neck again, this one ending with her tongue teasing along my shoulder, I slipped my hands under her round heavy breasts and gave them a gentle squeeze.

'Hmm," she sighed in my ear, "The nipples, honey, play with my nipples."

Still through the nightie, I found her hard nipples with my thumbs and began rubbing them. Melanie moaned in my ear and I gasped when she began rubbing my cock harder.

"That's it, baby. Play with them, they're all yours! I'm all yours, I..."

She stopped speaking when my hands stopped moving. Over her shoulder I had just caught a glimpse of a picture of her and Joe on her bureau.

"What's the matter?" she asked, "Are you shy honey, do you need me to..?"

"W...what about Joe?"

I stepped back and dropped my hands from her amazing tits. Melanie shrugged, "We're not going to tell him, Phil."

"Yeah, but it's not right."

"Says who?" putting her hands on my shoulders, she began speaking softly, "Look, honey, this will be perfect for both of us. I get to thank you for all you've done for us and you get to have something you've always wanted."

"I...I'm not sure."

Well that was partly a lie, my cock was pretty damn sure, throbbing painfully and begging to be released from my jeans.

"Besides, Phil, you like to help don't you?"

"Sure."

"Well, I need help."

Pressing against me, her hand once again found my cock and right or wrong there was no way I could find the will to move her hand. Instead I closed my eyes as her hand slowly stroked me through my pants.

"I'm lonely Phil, I'm lonely and I'm horny. It's been a long time for me and I need it."

"I...I bet there's a lot of guys who..." I began, but was silenced by her grabbing my jeans and unsnapping them.

"There are, but they're assholes looking to take advantage, besides, they're my age. They're boring and out for themselves. But a nice young man like you?" I closed my eyes as I felt my zipper being pulled down. "You would take good care of me wouldn't you?"

My answer was a whimper of pleasure when her fingers slipped into my underwear and wrapped around my cock.

"Oh, that feels good!" she moaned, "So hard! So..." she flicked her tongue across her lips, "Young."

"Oh, Melanie," I whimpered as she began stroking my cock while running her lips along my neck.

"I like that." She cooed, "I like how you say that. Besides, as for Joe? He wants me happy, but doesn't really want to know about it, if you know what I mean?'

"Yes." I breathed as she pushed my underwear down over my hips. My eyes rolled back when she added her other hand, caressing my balls as she pumped my aching dick.

"So this way, I can have some fun, with no drama, and him never suspecting who I'm with."

Releasing my balls, she brought her hand up and placing it behind my head, brought my face down to hers.

'What do you say Phil, you want to help out your friends horny mom? You want to give her what she needs?"

Her eyes were closed as she spoke and her head was tilted to the side as she guided my mouth to hers, "Better yet, you going to let me give you what you want?"

Her lips lightly brushed mine just as she stroked the tip of my cock with her fingers and with a low moan, I pressed my lips hard against hers. Melanie moaned deep in her throat and inspired by that sexy sound, I put my arms around her and pulled her hard against me as we kissed. Her hand was pinned between us, but she still managed to move it up and down my shaft and my hips rocked, pushing my dripping cock through her now slick hand.

Melanie returned my kiss with more fervor than any other girl I'd ever kissed and her soft full lips felt amazing pressed to mine. She was working her mouth back and forth and as I tried to keep our lips together, she giggled and flicked her tongue teasingly across them. Her fingers were running through my hair and my hands were caressing the smooth soft skin of her back.

I could feel her nipples pressing into my chest and this time I knew once I started playing with them I wasn't going to stop. Her mouth began devouring mine, her kiss even harder than before, and I moaned when her tongue plunged into my mouth.

I eagerly greeted it with mine and as her wet soft tongue probed my mouth, she let my cock go and grabbing the bottom of my shirt tugged it up.

I lifted my arms over my head, and breaking the kiss, let her remove my shirt and toss it to the side.

"Hmm," she ran her hands up and down my bare chest, "No more geeky little kid for sure." Grabbing my cock she added, "Damn, I can't wait to have this inside me!"

Her words echoed through my mind, holy shit I was really going to fuck her! I...

My thoughts trailed off when stepping back to stand next to the bed, Melanie raised her hands over her head, "My turn?"

Stepping forward, my cock waving between us, I grabbed her nightgown and eagerly pulled it off of her.

"Oh, damn." I said softly as I let it fall to the floor and took in her bare tits.

They were bigger than I'd imagined, but despite their size, were well rounded and still standing up pretty well. Her large pink nipples looked as hard as my cock and her tits were rising and falling as her breathing was as heavy as my own.

My eyes wandered down to stare at the thin patch of black material between her legs and I could just imagine the wet pink lips beneath it. I grabbed her tits and as I had before began stroking her nipples.

This time however there was nothing in between and I couldn't believe how soft her creamy tits felt beneath my hands. Melanie moaned and closed her eyes as I fondled and stroked her swollen pink skin.

Grabbing my shoulders, she turned to the side, causing me to turn with her. With a laugh she gave me a playful push and I fell into a sitting position on the side of the bed.

"Take those damn clothes off." She pointed at my jeans and my underwear which had slipped back over my cock.

Lifting my hips, I shoved them down to my knees. Melanie grabbed the cuffs and in one practiced motion pulled my socks off as well as my jeans and underwear.

"Oh, look at that nice big cock." She grabbed it for emphasis and I moaned at the sight of my pre cum oozing out of it. "Oh, I am going to enjoy this," leaning over she gave my cock a kiss and lifting her lips from it showed me the trail of sticky fluid attached to the head of my dick.

"Fuck me." I whispered.

"Oh, I'm going to, but first, it doesn't seem fair, you get to be naked and not me!"

Melanie pulled her thong down and my now free cock jumped at the sight of her smooth pussy. She pushed the thong down to her mid thighs and turning around, shook her well rounded ass playfully at me.

"Go ahead," she said, looking over her shoulder, "Pull it down."

Leaning forward, I took the thin strings in my fingers. There was a small voice in the back of my head that said this wasn't very fair to Joe, but it was overwhelmed by pure lust.

Best friend's mom or not, this was the finest woman I'd ever known and she was going to let me have anything I wanted from her. As I pulled the thong down her legs, Melanie bent over, sticking her ass directly in my face.

With no hesitation I kissed first one cheek of her ass, then the next.

"That's not what you want to kiss is it?"

Melanie reached back and spreading her ass, exposed her glistening pussy to me. The sight of it inches from my face, caused me to lose all control. Grabbing her hips, I plunged my face between her legs and pushed my tongue into the wet folds of her pussy.

"Oh yes!" she moaned, as I ran my tongue quickly up and down the length of her hot wet flesh.

I took a deep breath and sighed at the sweet scent of her pussy and Melanie began to wiggle her ass, rubbing her wet slit across my face.

My tongue grazed her swollen clit and with a low moan, she started working her hips up and down. Keeping my tongue still I let her rub her clit along my tongue and I swore my cock was going to explode just from tasting her.

To my chagrin, Melanie stood up, removing her pussy from my face. Turning to face me, she kicked the thong off and smiled, "Don't worry, baby, I'll give you plenty of time with my pussy, but right now, my tits need some attention."

Standing between my legs, Melanie grabbed the back of my head and pulling it forward, shoved my face into her tit. I certainly didn't mind as I opened wide and eagerly sucked her hard nipple into my mouth. I grabbed her other breast, my fingers capturing her nipple between them as my tongue traced wet circles around her large nipple.

"Oh, just like that baby!" Melanie moaned, "That's what I need!"

I switched off to sucking her other nipple and was not only enjoying having it in my mouth, but all I could smell was her pussy on my face. Melanie had her arms around me and was rubbing her hands up and down my body, squeezing my arms and shoulders and moaning as I worked my tongue from one delicious nipple to the other.

Bracing her hands on my shoulders, Melanie swung her leg up over mine, then the other so she was straddling me. I gasped as the head of my cock slid through the wet lips of her pussy and wrapping my arm around her waist, tried to slip it inside her.

"Uh-uh!" she giggled, lifting her hips and beginning to tease her hot slit across the yearning tip of my cock. "Not until we play!"

"Please?" I begged around her nipple, "Please ,Melanie?"

"I could get used to that." She laughed, and added, "In fact I think I will be getting used to it. But nice and easy honey, I want to cum! Can you make me cum?"

I paused, unsure of what she wanted, but taking charge, Melanie, grabbed my wrist and shoved my hand between her legs. I started to groan at the feel of her sopping wet pussy beneath my fingers, but was cut off by her shoving her tit back into my mouth.

"Go ahead, baby, stroke that pussy, make me purr!"

She began rocking her hips, shoving her hot moist skin against my fingers. Keeping my arm around her waist and my tongue busy on her nipple, I rubbed two fingers through her lips.

"Inside." She breathed in my ear as she rested her head against mine. "Put your fingers...ohh!"

Her groan was directly in my ear as I eased my fingers inside her. Her pussy was not only sopping wet, but hot and tight. I gasped when she contracted it around my fingers, squeezing them hard. Melanie started to rock up and down, pumping my fingers in and out. Finding her thumb with my clit, I pressed against it and was rewarded with a long moan.

"Yes, oh yes, rub that clit nice and hard!"

I started moving my thumb in circles, pushing her hard button as my fingers plunged inside her amazing pussy.

"That's it!" she groaned, "Nice and fast, I need to cum so bad honey, I...I..."

Her voice trailed off and she started moving her hips harder, driving my fingers deeper inside her. Melanie was breathing hard in my ear and her fingers were digging into my hair as my lips encircled her pink nipple.

"Right there," she whimpered, her hips now moving in slow circles, while I fingered her and stroked her clit, "Oh, it's been so long, I...I oh, fuck!"

Melanie cried out in my ear so loudly I started to pull back from her tit, but she roughly shoved my mouth right back onto it. I felt her pussy clamp around my fingers again and throwing her head back, Melanie released a long loud squeal that caused my hips to move, rubbing the length of my cock along her inner thigh.

"Don't stop!" she called out, "Oh yesss!"

Melanie cried out again and her hips were bucking so wildly I could barely keep my fingers inside. She was driving up and down, slamming my fingers into her sopping pussy. I could feel her juices dripping down my fingers and with a long shuddering moan, she slumped against me.

"Oh my God." She breathed in my ear, "Oh my God, I needed that!"