Milf Tails: The Grateful Milf

Melanie, lifted herself from my fingers and looking down at me, her face flushed and sweating she asked, "And what do you need, Phil?"

"I, um..." As excited as I was I was finding it difficult to tell her I would love for her to return the favor.

"No answer?" she winked, "Okay, how about I just guess?"

Slipping off my lap, she pushed me back onto my elbows and lowering her head took my cock deep into her mouth.

"Oh, fuck!" I exclaimed as her warm wet mouth engulfed my throbbing cock.

Keeping her hands on my thighs, Melanie started bobbing her head taking my entire length down her throat. I moaned like an idiot as I watched my best friend's mother devour my cock right down to the balls. Melanie was moaning each time she took it down and her eyes were closed as if having my cock in her mouth was sheer bliss.

She sank down to her knees and reaching between my legs, began lightly caressing my balls.

"Oh, man." I panted, "Oh my God that feels good!"

Sliding my cock from her mouth with a wet sucking sound, she laughed, "It's supposed to!"

Grabbing my cock she made a show of rubbing my dripping tip along her cheek, "How's it look Phil? How's your nice big dick look against my face?"

"Damn good."

"Feels good too." She quickly sucked the tip into her mouth and released it with a loud smacking sound. "Tastes even better."

Running her tongue down the length of my shaft, she asked, "Think about this Phil? You think about these lips wrapped around your cock? You dream about cumming in my mouth?"

"Yes." I whimpered as she ducked her head and swirled her tongue around my balls.

"I love it!" she purred. Pausing to run her tongue along my balls again she moaned, "I've been thinking of you baby, I know you look, I've always known and the last few months this is all I've thought of, sucking and fucking this nice hard young cock."

"You...you did?" I moaned the words as she started teasing the tip of her tongue along the sensitive edges of the head of my dick.

"Damn straight I did. Not very fair; a good looking boy like you in front of a lonely horny woman like me." She gave my cock a kiss and winked, "But I think I have better things to do with my mouth besides talk, no?"

"Oh, yeah." I nodded.

Melanie laughed, then raising up on her knees, leaned forward and wrapping her huge tits around my cock, took just the head into her mouth. I groaned as she started bouncing up and down, sliding my cock between her soft tits. She was swirling her tongue around the head of my cock, but not sucking, and it was teasing the shit out of me.

I started pumping my hips, causing my cock to push deeper into her mouth and lifting her mouth from my aching purple head, she nodded, "Go ahead, baby, fuck my mouth!"

She wrapped her lips back around my head and remained still. Taking my cue, I began thrusting my hips harder than before. Melanie moaned as my cock shoved deeper into her mouth and she pressed her tits tighter around my thrusting cock. Her eyes were open this time and as she stared into mine, a surreal feeling came over me. Was I really sitting here naked fucking Joe's mom's tits?

The feeling of her talented tongue sliding along my shaft told me I was and I moaned softly as my thighs began to tremble. As much as I wanted this to last, my cock had been yearning for release since she had walked into the bedroom and my hips started moving faster, trying to cum as quickly as possible. I whimpered when she popped my cock from her mouth.

Letting her tits fall from my cock, Melanie smiled up at me. "You need to cum baby?"

"Oh please." I whispered, my cock still thrusting against her chest.

"You don't have to beg; after all I'm supposed to be thanking you." She gave my cock a kiss. "So how about you just relax and let me show you how grateful I am?" Melanie giggled and grabbing my cock added, "After all what says thank you better than a blow job?"

My only answer was a loud groan when she took me deep into her mouth and began bobbing her head again. This time however, she wasn't teasing or taking her time. This time Melanie was sucking my cock as if she was on a mission and I was moaning and whimpering as her soft lips slid rapidly up and down my shaft. I could see her lipstick smeared on my shaft and she was once again moaning as she blew me.

Her hair fell across her face and reaching down; I took it in my hand. Melanie grabbed my wrist and still sucking, placed my hand on the back of her head. I began pushing and pulling, gently guiding her head along my shaft. I looked down her smooth back and could see her hips grinding and her perfect ass shaking back and forth while she sucked off her son's friend. I gasped at the feeling of my cum beginning to build up though my cock and sensing it, Melanie rose higher on her knees.

Placing her hands flat on my thighs, she began taking me all the way to my balls. I lifted my hips and moaned as I watched her giving me an incredible hands free blow job and began fucking her mouth, driving my hips hard into her descending lips. Melanie slid her hand down between my legs and as she gave my balls a squeeze I cried out as my cock erupted.

"Oh, fuck!" I called out at the feeling of my cock spurting into her eager mouth.

Melanie made a gurgling sound and her eyes rolled back as she continued to suck my squirting cock. My legs were twitching and my hips bucking as I came harder than I ever had before. My cock continued to spurt, sending thick streams of cum down her throat, but Melanie took it all and moaned each time another squirt flowed into her mouth.

With a pathetic sounding whimper, I let go of her hair and let myself fall back onto my elbows, as I fought to catch my breath. Melanie eased my cock from her mouth and after giving it a sweet kiss, opened her mouth to show me her cum coated tongue. She closed her mouth and made a show of swallowing before showing me her now empty mouth.

"Jesus." I breathed "I can't believe I..."

I was cut off by her standing and pushing my chest. As soon as I landed flat the bed, Melanie crawled up next to me and quickly turned around so that her ass was facing me. Before I could react, she swung her leg over my shoulders and rested her head on my thigh.

"Holy shit." I whispered at the sight of her spread cheeks and her pussy inches from my face as she had placed us in a perfect sixty nine.

"Now you can lick my pussy." She laughed,

I didn't need to be told twice. Grabbing her ass, I spread it open and as she rocked back into my face, plunged my tongue directly inside her. Melanie squealed loudly and started rocking her hips, back and forth sliding my tongue in and out of her succulent pussy.

"Look at you, tongue fucking me!" she called out, "Oh, you bad boy!"

I swirled my tongue around in her wet hole, then sucked hard. I moaned as loud as she did at the sweet taste of her in my mouth and sliding my tongue from inside her hot little box, ran it through the wet folds of her pussy. Melanie was resting her cheek on my thigh and sighed contentedly as my tongue found her swollen clit. I started tracing slow circles around it, and moaned when she grabbed my semi hard cock and started to slowly stroke it as I worked her clit with my eager tongue.

"Oh, honey, that feels sooo nice!"

I worked my tongue past her clit and unable to resist, slipped my tongue into her ass. Melanie squealed and laughed, "You are a bad boy!"

I smiled even as I let my tongue pay across her little pink rosebud. I'd never licked a girl's ass before, but that was the point; Melanie was no girl, she was a hot older woman! Melanie began to squirm in my face, sliding her ass back and forth across my tongue before moaning, "My clit baby! I want to cum again!"

I left her ass and finding her clit again, this time took it between my lips and sucked on it. Melanie started rocking slowly back and forth in rhythm with my gentle sucking. Sliding my hand across her ass, I slipped a finger inside her as I sucked her clit and she squealed her approval.

She leaned further back and I was aware of her soft thighs beginning to tremble against my cheek. The scent and taste of her pussy was driving me wild and I could feel my cock swelling in her hand.

"Lick it, baby!" she moaned, "Lick it nice and hard!"

I did as she asked, pressing my tongue against her clit and swirling it as fast as I could. Melanie groaned then it was my turn as she took my once again hard cock into her mouth. I gasped and had to force myself to keep licking as Melanie blew me as I worked her clit.

She was taking her time, her lips barely around my cock as she eased me in and out of her warm welcoming mouth. It was teasing, but felt incredible. Unlike her mouth, Melanie's hips were moving faster, and she was now pushing her pussy hard against my face. I didn't mind having her sweet hot flesh against me and holding her hips, pinned her against my mouth and started sucking her clit as hard as I dared. Melanie released my cock long enough to moan.

"Just like that, baby! Just a little more!"

She took my cock back in her mouth and almost immediately screamed around my hard flesh. She slammed her ass back into my face and began grinding her hips, rubbing her pussy up and down my face. My cock was still in her mouth and her muffled moans and squeals added to the thrill of her cumming in my face. Her hips were moving so fast it was hard to keep my lips to her clit, but I lifted my head, keeping my face buried in her convulsing pussy.

Melanie removed my cock from her mouth and let loose with a sound that could only be described as a howl. Pulling her quivering pussy from my face, Melanie swung her leg back over me and moving faster than I would have thought she could, spun around so she was facing me. Placing her hands on my chest, Melanie swung her leg over my hips and with no hesitation drove her sopping wet pussy hard onto my cock.

I cried out as the full length of my dick was buried in her hot, wet and very tight pussy.

"Oh fuck yeah!" she cried out as she let her weight go, impaling herself on my cock.

Sitting straight up, Melanie began to grind her hips back and forth and I whimpered in pleasure as she rode me.

"Fuck you have a nice cock!" she moaned "Oh, honey I'm going to be getting me as much of this dick as you'll let me!"

As much as...?

Even as her words echoed through my stunned mind, Melanie lifted her arms over her head and as I watched began to make a show of sensually grinding back and forth on my cock.

"How do I look?"" she moaned as she looked down at me, her blue eyes bright with lust, "How do I look riding that nice hard dick?"

"Beautiful." I moaned as she clenched her pussy around my throbbing cock. "You're beautiful Melanie."

"Ohh, smooth talker." She laughed, then placing her hands on either side of my head, leaned over and pushed her nipple into my mouth.

I lay there in heaven, my hands on her hips, her nipple in my mouth and best of all, my cock buried in her hot tight pussy. Melanie moved back and forth, sliding her nipples across my lips, then sitting up, put her hand son my chest and with no warning began slamming herself up and down on my cock. I cried out as she repeatedly drove herself up and down on me so hard I could feel the bed bouncing beneath us.

"That's what I want!" she groaned, "I want to get fucked! Fuck me!"

She lay down on top of me and started pumping her hips into me. Grabbing her around her waist, I lifted my legs and started fucking her as hard as I could in that position. Melanie started yelping in my ear and the sound caused me to keep trying to fuck her harder. Her nipples were pressing into my chest all I could smell was her pussy on my face. Melanie pushed back up and rolling off me, lay on her back with her legs off the bed.

I all but jumped off the bed and as soon as I stood between her legs, she placed her feet on my shoulders. Grabbing hold of her ankles, I looked down for a brief moment, admiring the sight of her perfect pussy then watched as I drove the length of my cock into it.

"Fuck yeah!" Melanie screamed, her eyes rolling back, "That's it baby! Give it to me! Fuck me like you've dreamed about! Fuck that pussy! It's your pussy baby!"

Holy shit did that sound good! But nowhere near as good as it felt as I slammed my cock deep into her tight little pussy. Leaning forward, I pushed her legs back until her feet were over her head. That lifted her ass off the bed and bracing my arms behind her knees I started fucking her as hard as I could. Melanie let loose with another of those incredibly loud howls and the sound sent my hips plunging eve harder.

"Fuck, fuck, fuck!" she kept crying out. "Oh, baby! Oh look at you fucking me!"

I did just that, looking down at the sight of my glistening cock driving in and out of her tight pink lips. Melanie's big tits were covered in sweat and bouncing wildly as I fucked the shit out of her. Her hair was plastered to the sides of her face and her eyes were bulging as I hammered away at her. I began to breathe hard and was moaning with each thrust as I felt myself starting to get close.

"Wait!" she moaned, "Don't you want me on my knees?"

"Fuck yeah!" I exclaimed.

"Oh, not nervous now are you?" she laughed as she put her foot against my chest to stop me.

I slipped my cock from her and sitting up, Melanie grabbed my cock and shoved it into her mouth. I moaned loudly as she noisily slurped on my cock. Popping it from her mouth she sighed, "Damn I taste good on you."

Without further hesitation, Melanie rolled over onto her hands and knees. Lowering her head to the bed, she raised that perfectly round ass in the air. "Come and get it baby!" she invited, "Come fuck this pussy like you've always imagined it!"

I licked my lips at the sight of her sopping wet slit peeking out from between her wet thighs. Grabbing her hips, I plunged inside her and immediately began pounding her as hard as I could.

"Look at you!" she screamed, "Look at you fucking me! Oh my god this is just what I want! Fuck me baby!!"

Squeezing her hips, I shook the sweat from my eyes and throwing all caution to the wind gave her ass a hard slap before rearing back and driving into her as hard as I could.

"Oh, yeah!" she squealed, "I like that! You take it, Phil, you claim that pussy! It's yours baby whenever you want it!'

I moaned as I fought to hold off cumming until the last possible minute. Beneath me, Melanie wasn't making it easy to hold back, bucking back and forth in time with my thrusts and slamming her soft ass back into me. I grabbed her long hair and giving it a pull began fucking her with short fast strokes. I knew I couldn't much longer, each thrust was ending with a high pitched little whimper and hearing me, Melanie called out.

"It's okay baby! Go ahead and cum for me! We'll do it again!" she squealed as I sent my cock plunging deep inside her. "And again and again! Every time you get soft I'll suck you hard! Oh, honey we are going to have fun! I'm going to fuck you everywhere! The bed, the couch, the shower! Oh fuck!" she screamed as feeling my orgasm racing through me I drove into her with all my strength."

"Cum inside me!" she cried "I want to feel it, I want to ohhhh!"

I cried out as loud as she had as my cock went off inside her. I continued to fuck her as hard as I could, each thrust ending in another stream of cum shooting deep into her pussy.

"Oh that feels so good!" she purred, "Every drop baby, every drop!"

I moaned softly as my thrusts slowed and I could feel the last of my cum spilling into my best friend's mothers, dripping pussy.

"Oh goddamn!" I groaned as I withdrew from her pussy and sat exhausted on the edge of the bed.

"Goddamn is right." Melanie sighed, rolling over onto her back. "Holy shit you fucked me good!"

I felt a sense of satisfaction as I looked down at her. Melanie's chest as heaving, her huge tits bouncing beautifully as she fought to catch her breath. Her face was beet red and sweating, but best of all, she had a huge smile on her face.

She stretched her arms over her head and gave a satisfied purr while pushing her long legs out. Not able to resist, I leaned over and kissed her nipple. Melanie giggled, "Some one likes my tits, don't they?"

"I love them!" I told her as I looked down the length of her fantastic body, "Damn you're fucking hot."

"And you're a damn hot fuck." She laughed. Sitting up next to me she put her arms around me and asked, "So was that a proper thank you?"

"Um, Yeah," I laughed, "Best thanks I've ever gotten."

"So far." She said, kissing my neck. "After all, you've done so much for me; I feel I still owe you."

"You do?"

"I do." Resting her head on my shoulder, she grabbed my spent cock and started stroking it. "You going to let me say thank you again Phil?"

"Jesus." I moaned as she continued to fondle me. "You're not tired?"

"Hm-mm." she shook her head, "baby I haven't gotten fucked right in years. You've got your work cut out for you" Pushing against my chest, she eased me onto my back and leaning over took my semi hard cock into her mouth.

Despite how tired I was the feeling of her warm mouth and soft tongue caused my cock to begin to grow. Removing it for her mouth she gave me a sexy smile, "You know Phil, we're awfully sweaty, How about you and I take a shower?"

"I...uh..." my eyes widened as something dawned on me. "Joe! What time does he come home?"

"Not at all tonight." Her smile widened, "It's Thursday remember? Joe always goes to Rebecca's even if he works. We're all alone all night."

"All night?" I repeated, taking in the sight of my cock in her hand and inches from her mouth.

"All night." She nodded, "So how about that shower?"

"Um, sure." I moaned as she pumped my cock.

"You sure," she asked, "Because you don't have to."

With a smile, I reached down and began fondling her nipple, "I don't have to do anything remember?"

*****

Author's note: Thus concludes the first installment of the Milf Tails series. The Grateful Milf is a good indication of the style of the rest of the series. If you enjoyed it I invite you to check for future 'tails'. Also you may want to check out my story "Is your mother home" which feature not one, but two hot milfs on the prowl! Another story similar to this is "Milf For Hire" you can find these on my page. What? You don't have easy access to my page? Well then I think you should make it easier on yourself and favorite me! Hint hint. Until next time, thank you for reading and supporting my work here. Lovecraft68