My Friend's MILF Mom Ch. 03

A few days later, still on summer break from college, I swing by my best buddy Steve's house again. The last two times I'd stopped by I had every intention of spending my time with Steve. In reality, I'd had two quickies with his hot mom. Unlike the previous two times where I'd gone with the best of intentions, this visit was different. I was conflicted. Would she even want to again? Maybe she just had an itch to scratch and it was over. If that were the case, then so be it. I'd enjoy the memory. But still...

Steve greeted me at the door. There was no sign of his mom.

After killing Russians on the TV for an hour, I finally asked, "So, where's your mom?"

"I dunno? She's around somewhere. Why?"

"Oh, I dunno. Just curious. I hadn't seen her, that's all."

After another hour, and losing - again - I put the controller down and stood up.

"Where you goin', loser?"

I frowned down at him. "I'm gonna take a whiz and get something to drink, ass wipe. You want anything?"

He shook his head. "Nah, I'm good, thanks."

A couple of minutes later, I walked into the kitchen. There she was. I saw her out the glass sliding glass doors that went from the dining room to the backyard. She was on her knees and working in her flower bed just beyond the deck. I immediately sprung wood. I looked behind me to see if Steve was coming. The coast was clear.

Dana looked up when she heard the sliding glass door open.

"Oh! Hey, Mark! I didn't know you were here." Without even thinking about it, her eyes went to the bulge in my shorts. Jesus, he's huge! There was a stirring in her own shorts. No! No! Dana, be good. Control yourself.

"Hello, Mrs. B. I wondered where you were." Her long brown hair was pulled back into a pony tail. A poor string bikini top had been tasked with restraining her incredible breasts and appeared to be winning the battle, but just barely. I could see the classic pair of running shorts around her waist. Her sweat-covered body glistened in the sun.

She needed to look away. It was like staring into the sun. She went back to focusing on her work. "Oh, I thought I'd take advantage of this beautiful weather and work on my garden a little bit, that's all."

I nodded. "Right, right." I paused. Should I? "Well, I was just wondering..."

There was a long pause.

"What's tha..." Her eyes bulged when she looked up to see me holding my meat stick in my hand. "Ohmagawd! Put that thing away!" She screeched.

I jumped at the reaction. Fuck! I'm dead! I quickly tucked myself back into my shorts. I could only stare down at the wooden deck. "I-I-I'm sorry, Mrs. B. I...I'm really sorry."

She took a breath. "No no, I'm sorry, Mark. You...you just caught me by surprise, that's all." She paused. "You just need to use a little discretion, that's all. I mean, Steven could walk out here any minute. Somebody could've seen you."

Still staring at the deck, I said, "I know. I'm sorry. I just..."

As it turns out, nobody saw me pull my junk out. But somebody did hear Dana's howl. Her neighbor, old man Atkins, would spend as much time outside in his own backyard as possible when he knew Dana was outside, hoping to catch a glimpse of her luscious body. They'd lived next door to each other for years. He'd always hoped to find her outside naked. The best he could do after all these years was find her sunbathing. But he heard the commotion.

He hurried to the wooden fence that separated their houses and stood on his tip toes to see what was going on. By this time, I had already tucked my package away. Abut he stayed to see if there was any hint of what caused the commotion. He couldn't make out what we were saying, but he continued to watch.

Dana half smiled back at me from her knees. "Just what, Sweetie?"

"Well, you know. I saw you out there. And, you know, I thought that maybe, you know... You must hate me now, huh? You probably don't want to, you know, with me anymore."

She cocked her head. "Awwww, Sweetie. I'm sorry. No, I don't hate you. My goodness." She chuckled. "You just caught me by surprise, that's all." She paused. "I'm all sweaty and gross. That still gets you, you know, like that?"

I nodded. "Oh yeah! I think you're beautiful no matter what."

Her heart melted. "Oh, Honey, that's so sweat!" She couldn't take her eyes off the bulge in my shorts. Fuck it! You want it! You know you want it! She stood up and held out her hand. "I'll tell you what...come with me. Steven might see us."

I reached out and grabbed her hot hand. "See us? See us...what?"

She looked back at me and smiled as she tugged me along. "Fucking. He might see us fucking."

"Oh! Sweet!"

Old man Atkins froze on the other side of the fence. They were headed straight for him. Did she just say what I thought she said? No way! He thought it was worth the risk of them seeing his shadow to find out what was going on.

Dana pulled me around the corner of the and into the 4-foot-wide pathway that ran along the side of the house from the backyard to the front. We abruptly stopped and she threw me against the house. Much to my surprise, she pressed her body against mine and planted a hot, wet kiss on my lips. Old man Atkin's jaw dropped.

Dana giggled when she pulled back and saw the stunned look on my face. "Did you like that?"

"I, uh, well, uh, yeah," I stammered.

She took a step back and cupped her breasts. "Do you like my tits, Mark? Huh? Do you still like my tits?"

"I, um, well, uh, yeah," was all I could muster.

"Do you want to see 'em?"

I nodded. "Uh, yeah."

She giggled again and reached behind her back. "I thought you might." She untied the knot behind her neck and pulled the material away. She once again cupped her now naked breasts. "There. Is that better?" I nodded. She grabbed my hands and pulled them onto her. "I love it when a man plays with my tits. It makes me all hot and wet."

"Really?" I asked as I mauled her chest. "They're so heavy!"

She nodded. "Mmmmhmmm. What really drives me wild is when a man sucks on my nipples. Oh!" I didn't need any encouragement. She moaned and whirred while she ran her hands through my hair. "Ohmagawd, that makes me crazy!" she moaned.

Meanwhile, on the other side of the fence, Atkins was watching through the thin slits between the boards of the fence stroking himself as he watched. Hell yeah! Go to town on those milk jugs, kid, you lucky bastard!

She finally pushed me away and looked into my face with her twinkling eyes. "Now let's see what you've brought me," she whirred as she fell to her knees.

I watched with breathless anticipation as she slowly pulled back on my gym trucks and lowered them. I lightly gasped when she finally wrapped her long, thin fingers around my beasts veiny shaft.

"My God, you've got a beautiful cock. I'd forgotten how much I loved cock," she purred while she studied and stroked it. "I'll bet you want my tits wrapped around your big fat cock, don't you, Mark. Am I right? Should I wrap my big tits around your big fat cock?"

I nodded. "Uh, uh, yeah, okay."

She leaned in, dropped my rod into her massive cleavage, and squeezed her mounds together. Slowly she began to bounce up and down.

"Do you like that, Mark? Hmmm? Do you like fucking my tits?"

I nodded. "Oh yeah," I said, practically drooling. "Om my God, that feels amazing."

She giggled. "Well, you definitely need to big boobs to wrap around this monster." She looked down and watched the head pop in and out. "You really do have a beautiful cock, Mark. Look at you! It's so big I'll bet I can get it in my mouth while we do this." I gasped when she sucked my tip into her hot, wet mouth.

Holy hell! Atkins thought. His devilish mind kicked in. Oh shit! I should be recording this! I'll bet I can put it to good use later! He pulled his phone out of his pocket, pressed the record button, and held it to the crack in the fence. He held it as steady as he could and went back to stroking his meat.

She pulled me out her chest and pointed it at her face. "You look absolutely delicious."

"Guh!" I grunted when she took my fully into her mouth.

I slammed against the back of her mouth with each bob of her head. My hands went to the back of her skull, more for balance than a show of dominance. But to Atkins, it looked like I was in control of the situation.

That's right, kid! Stab that bitch's brain!

"Huhguh!" My head bounced off the house siding when my nut sack bounced off her chin.

Holy shit! Did she just swallow that whole fucking thing?! Atkins thought to himself.

"Oh my God! That's fucking amazing, Mrs. B! You're really good at that!" I groaned as I dove in and out of her throat.

"Mmmmhmmmm! Mmmmmhmmm!" she hummed.

It wasn't long before she could me feel me throbbing in her throat. I moaned when she pulled me out of her face.

"Are you close to cumming, Baby? Huh? Are you close to cumming?" she asked when she stroked me.

I nodded. "I-I-I think so."

"Okay. I'll let you cum, but you have to promise me you'll stay hard so you can fuck my tight little pussy with your big fucking cock. Okay? Can you do that?"

I bit my lip and nodded. "Uh huh. I...I'll try."

"Okay, Baby. Cum for me, Baby. I want it all. I want all your cum. I want it."

"Huhguh!" I croaked again when she took me back down her throat. It didn't take long. My tensed. My grip on her head tightened. "Oh fuck, Mrs. B! You're...you're gonna make me cum! Grrrrr! Okay! Okay! Oh! Oh! Ohhhhh fuuuuuuuck!"

She choked and gagged as I emptied the contents of my nut sack into her face. She sucked and swallowed as hard and as fast as she could while she stroked the exposed shaft, coaxing every drop from my vein.

When the pulsing in her mouth slowed, she pulled away.

So she's a swallower! Nice! Atkins observed.

Dana licked the corners of her mouth as she stood up. She gazed at me with a devilish look.

"Mmmmm, yummy," she purred. The scent of my recent deposit was thick on her breath.

She leaned in and gave me another deep kiss. My body jerked when she wrapped hand around my handle and began to jerk it back to life. There were, leaned against her house, making out as if we were at Lookout Point in the backseat of my Chevrolet.

When she felt like she had nursed me back to full staff, she broke off the kiss.

"Okay, big boy, I think I've got that monster of yours about as stiff as it's going to get." She grabbed the waistband of her shorts and pulled them down her long, tan legs, revealing a lacy white thong. It quickly joined her shorts on the ground.

She stepped to the side, placed her hands on the side of the house, and bent over. The view gave Atkins and his camera the first clear view of her naked body and, more importantly, her swollen pink folds.

Holy shit! his brain screamed.

She reached between her legs and spread her slit open wide. "Okay, big boy, step in behind me and give me that fat fucking cock of yours. I want that fucker buried balls deep in my tight little pussy. Okay? Can you do that?"

"Uh, yeah, sure," I stammered.

She squeaked when I touched the thick tip to her puffy gash. We both grunted when the bulbous head spit her and moaned the entire slide until I had granted her wish and could go no further.

"My God that feels incredible," Dana moaned.

"Holy moly, Mrs. B! I still can't believe how tight you are!"

"That's because you're so fucking huge! Jesus Christ! I won't be tight when you're done with me! You're splitting me apart!"

"Oh geez! Do you want me to stop?" I asked with real concern.

"Don't you fucking dare! I want you to fuck my tight little pussy like you own it! I want you to make me scream! You got it?!"

"Oh! Uh, yeah, right, okay."

That's right! Tear that shit up, boy! Atkins silently cheered from the other side of the fence.

I pulled back and slid my hips forward.

"Come on, Baby! Do it! Harder! Faster!"

She grunted when I pulled back and threw my hips forward. "Like that?"

"Harder! Faster!" I reared back and thrust forward as hard as I could. Her head snapped back. "Oh fuck yes!" Shortly after I began, she reached behind her, grabbed my hand off her hip, pulled it around and pushed it towards her slit. "Ah! she barked when I landed there. "There...there...mmmmm..." She was obviously struggling for words. "Do you...do you feel that...knot?"

I nodded. "Uh uh."

"Okay. Don't...don't let your hand...mmmmm...leave there. Okay? I...I want you to...touch touch it, okay? Rub it. S-s-s-slap it. Fli...flick it. I...I don't care. Don't...don't stop until...I...tell you to, oh...okay?"

I nodded again. "Um, okay."

Her hand left mine and went back to bracing herself against the house.

"Oh God!" she barked when I slapped her kernel.

"Like that?" I panted.

"Ohmagawd yes! Oh gah!" she squealed when I gave it a series a quick smacks. "Fuck!" she howled when I flicked it.

Atkins tool was throbbing in his hand. Holy shit! Listen to her! She's like a bitch in heat!

The added attention to her already throbbing valley was like lighting a fuse. It wasn't long before her body began to shiver as if she was stuck out in a winter storm.

"Ohmagawd, yes! That's it, right there! Oh fuck yes, fuck my tight little pussy! Ohmagawd, yes!"

"Do you like that, Mrs. B? Am I doing good?" I asked while sweat rolled off my face onto her heart-shaped ass.

"Yes! Yes! Ohmagawd, yes! Oh fuck! Don't stop! Don't stop! Ohmagawd, don't stop!"

Atkins heart was racing. Holy fuck, kid! For the love of God, don't stop!

Her muscles were spasming around mine. "Oh God! Cumming! Cumming!"

It felt like a herd of stallions were tearing through her body. She hadn't felt like this in ages. She hoped it never ended.

On the other side of the fence, Atkins was clenching his jaw as hard as he could to hold back a primal scream. His brain was throbbing as hard as the meat in his hand. Oh fuck! Oh fuck! Oh shit! Guh! Guh! GAH! his brain cried out. His body jerked. A string of white splashed against the fence. His body jerked again and another rope rainbowed out.

I continued to hammer away at her slit. Her muscles began to quiver again.

"Oh my God," she moaned quietly as she began to push back into my thrusts. "Ohmagawd, yes." She bowed her head and her body tightened. "Oh my God, yes. Mmmmmhmmm, yes. Yes. Yes. Ohmagawd, yes!"

Another, although smaller, shot of electricity shot through her lithe body. She couldn't believe this young man that she had watched grow up was making her feel this way.

Her body glistened with sweat. As she came down from her second orgasm, she looked over her shoulder. "Are you...are you close?" she huffed.

I shook my head. "No, not really."

"Ohmagawd," she sighed. "Okay. Okay. Keep...keep...going mmmmmmm." She bowed her head again and bit her lip.

I continued to split her folds and slap her angry knob. It wasn't long before her body tightened once again.

"Oh Christ!" she exclaimed. "Oh my God, you're fucking me so good! Holy...shit...mmmmm! Do it! Do it! Come on, baby, do it! Ohmagawd, yes, fuck me with that big...fat...cock!" She clamped around my rod. "Mmmmmffffgggkkkkkk!" she growled while another earthquake tore through her body.

Her tremors slowed. Her body went weak. I felt her slump. She looked over her shoulder again. "How...how about now? Are you...are you close, Sweetie?" she panted.

Much to her dismay, I shook my head again. "No, not really."

"Oh my God," she moaned. "You're going to break my pussy," she chuckled.

Atkins was still watching and recording. Fuck kid! Don't break her shit! Leave some for the rest of us!

She smiled back at me. "I know what will speed this up." She pushed me back until I fell out of her. I yipped slightly when she grabbed my tool and pulled me forward until I was touching her back door. She smiled a wicked smile. "You want to fuck me in the ass, don't you? You love fucking me in the ass, don't you?"

Fuck yeah I do! "Well, uh, yeah. I mean, yeah, your ass is awesome."

She's gonna take that fuckin' monster up her ass?! Holy shit!

"Come on, Baby, fuck my ass. Fuck my ass good and hard." She pushed back into me.

"Are-are-are you sure? I mean, last time put some lotion or something on it."

Atkins eyebrows went up. Last time?! I knew that bitch was a whore!

She chuckled. "Sweetie, between my pussy juice all over your cock and our sweat, I think we're good." She pushed back into me again. "Come on, give it to me, Baby. Shove that big, fat cock up my ass. Come on, Baby, I'm begging you. I want it. I want it bad!"

"Oh-oh-okay," I said nervously.

I could feel her rosebud twitching. I leaned in. She grunted when the swollen head disappeared inside her. We both groaned while I slid past her sphincter until I landed balls deep.

"Oh my fucking God," she moaned under her breath.

"Jesus, Mrs. B! Your butt...it...it feels like it's squeezing me! Like it's sucking me in!"

"My God, Mark," she panted. "It feels like you're going to stab my brain."

"I-I-I'm sorry, Mrs. B."

"Are you kidding? I love it! I love having your big, fat cock in my ass! Now I want you to fuck my ass like a little whore, okay? I want you to try to split me in half. Okay? Come on, Baby, give it to me," she whirred.

Atkins couldn't believe what he was hearing. Listen to the cock hungry bitch! Just begging for it!

"Oh-oh-okay. Yeah, sure."

"OH fuck!" she barked when I pulled back and threw my hips forward.

"Are you okay, Mrs. B?"

"Fuck yeah! Come on, Mark. Give it to me. Give it to me good! Ohmagawd, yes! Fuck my slutty little ass with that fat fucking cock! Come on, Mark, fuck my ass hard!"

I nodded my head. "Right. Right. Okay" I pumped as hard as I could.

Give it to her, kid!

"Pull my hair! Go ahead, pull my hair!"

"Pull your hair?"

"Yes! Pull my hair!" I grabbed her ponytail and pulled back. "Oh yeah, that's it! Pull it! Pull it harder!" Her head snapped back. "Oh fuck yes! That's it! Ohmagawd! Treat me like your little whore! Oh fuck yes! That's it! Give it to me good and hard, baby! Ohmagawd, yes! Fuck my ass with that fat cock good and hard!"

My hips began to stutter. ""Oh fuck, Mrs. B! You're...you're gonna make me cum again!"

"Yeah, baby, cum for me! Cum in ass, Baby! Shoot it up my ass! I want to feel it! Come on, Mark, give it to me, Baby!"

"Grrrrr! Okay! Okay! Oh! Oh! Ohhhhh fuuuuuuuck!"

Having shot a load not 10 minutes ago, the tank was almost empty. But my muscle throbbed like I had just filled up with high octane fuel.

Dana felt it, as well. "Oh fuck yeah! That's it, Baby! Fill my ass with that hot cum!"

When my balls stopped contracting, I pulled away. We both sighed when I fell out. A small stream of white immediately began to stream down her thigh.

"Dang, Mrs. B, that was...that was...that was awesome! You're amazing!" I exclaimed as I tucked myself back into my shorts.

She giggled as she pulled up her thong and shorts. "You weren't so bad yourself, Sweetie." She paused while she slipped her top back into place. "But seriously, Sweetie, we can't keep doing this."

"You don't like it?"

"No! It's not that at all. But...it's just not...right. Do you understand?"

I hung my head and nodded. "I understand."

Awwww! He looks so sad! "I'm sorry, Sweetie. That's how it has to be." She leaned in and gave me a kiss on my cheek.

"Okay," I said mournfully.

"You should probably go find Steven before he comes looking for us."

'Okay." I took a few steps, stopped, and turned around. "Thanks, Mrs. B."

She smiled. "You're welcome, Sweetie."

Meanwhile, on the other side of the fence, Atkins shut off his phone and began to pull up his pants.