My Friend's Mum

As long as I could remember I had a massive crush on one of my friend's Mums. I think that's pretty common but Mrs Grant really was something special. She'd had Mick, my friend, when she was 19 so when we were in our teens she was only in her thirties, and she had kept herself in really good shape, still dated and went out regularly. Compared to most Mums I knew her slim figure, large breasts and youthful, often tight outfits were light years apart. All of Mick's friends fancied her and I'm sure she knew it.

There wasn't much we could do about it, she wasn't interested in her son's friends, obviously, even though we were now pretty much grown up and going off to college, so we contented with watching her when we were round his house, hoping she'd choose to wear something particularly revealing or bend over in our sight; the usual stuff. We used to kid ourselves that she got dressed up for us sometimes, but she was almost always made up and with her hair done nicely, that was just her style. I was a more obsessed with her than most, though, I think, and despite having had a few girl friends she still formed the bulk of my fantasy life.

I had also started to realise that the idea of being exposed to women really turned me on. I'd seen a few things on TV where some guy ended up naked or half naked in front of a neighbour or his girlfriend's mum or something and, without quite knowing why at first, I'd found them really exciting. After a few experiences like that I'd gone looking on the internet and found an entire fetish dedicated to this called CFNM and the various sites fed and deepened my fantasies. I'm sure this desire to be slightly humiliated contributed to why I was still so obsessed by a friend's parent, an authority figure, even if she was much more attractive than the average mum.

It was the summer after we graduated from high school, and for a little while every time I was round at Mick's house I tried to think of a way I could be naked in front of her. I could think of plenty of ways to just flash her, but none where it might seem slightly accidental and where there wasn't the chance that Mick or other friends might be there too. I racked my brains but nothing seemed to present itself. I became resigned to having to just stick with my fantasies.

One morning I went round to Mick's house to see if anything was going on and was told his mum had hired a large pool for the next few days. It had been scorching for a few weeks so this was one of the best ideas she'd ever had. Mick was about to head out to round people up but told me I was welcome to stay behind and jump right in. I said sadly that I didn't have a bathing suit but he told me to just borrow one of his, so I headed inside. I hadn't really thought about his Mum yet but when she greeted me in his kitchen I realised I was about to get changed in her house whilst we were alone, this was surely exactly what I'd been hoping for.

She was as immaculate as ever wearing a white top with a hint of cleavage, and a knee length checked woolen skirt with black tights that both hugged her figure. Her black wavy hair was up but with a few strands hanging down framing her face. My mind was racing as I told her what Mick had said and she seemed fine with it, she told me to head up and find a pair in his bedroom. She also told me that I needed to shower before getting into the pool so to do that as well. This all seemed very promising for my purposes but still not quite what I needed, then, as I headed up the stairs she gave me hope.

"Oh, you'll need a towel too. Head up and I'll bring one."

I went in to Mick's room and found a pair of shorts, my quickly developed plan was to start changing immediately and hope she walked in on me. It wasn't great, but I figured I could say I thought I'd be done in time or something like that. As I hesitated before actually stripping I realised I could say I thought she'd just put it in the bathroom, which seemed like a far better excuse. In fact I now worried that she might actually do that and considered rushing through there to change instead. In the end all the uncertainty was too much and I distractedly started to take my clothes off, still trying to catch the sound of her coming up the stairs.

I got naked pretty fast and then picked up the swimming shorts I'd found. I put one leg in and then stopped, intending to wait like that for her and pull them up once she came through the door, it seemed like the most innocent way to play things. As soon as I stood waiting though I got extremely nervous, my plan seemed ridiculous and something she'd see through it in a second, why was I even putting the swimming shorts on before my shower? I just felt exposed and embarrassed.

Just as I decided to get dressed as quickly as possible, though, I heard footsteps on the stairs. It sounded like she was climbing them very fast and, in a real panic now, I knew I probably didn't have time to try anything other than pulling on the trunks. At this point I was praying she would take the bathroom and I tried to sort of hop round to one side to not present everything to anyone entering the room. As I was part way through pulling them up my legs I heard the door start to open.

"OK, Jim, here's the towel ... oh, my!!"

I could tell she'd stepped in to the room, I had slightly lost my balance and had only managed to pull the shorts up to just below my bum before having to stop and reach out and steady myself. I was maybe three quarters on to the door and there was every chance Mrs Grant could see everything. Finally balanced again I turned myself quickly away from her and yanked the shorts up.

"Oh, er ... sorry, Mrs Grant ... I, y'know." I spluttered not really knowing what to say. My plan has succeeded, though it didn't seem quite as satisfying as I'd hoped. "I didn't think you'd come in here."

"I said I'd bring you a towel, didn't I?" As I turned round she had a sort of bemused expression on her face, she was looking me up and down. I was beginning to realise that the shorts I'd picked up were not really big enough for me and felt quite tight. Her expression and the situation was also starting to be pretty exciting for me, probably exacerbating that problem.

"Well, I figured you'd leave it in the bathroom, that's what my Mum always does with our towels."

"She does, does she?" She was still looking straight at me.

"Yeah." I looked sheepishly at my toes, it was tough to keep eye contact with her whilst she had that extremely confident smirk.

"OK, I suppose no harm done, it's nothing I've not seen before." She chuckled and left a little gap before continuing. "Are those the shorts you picked, they seem a little small?"

"Yeah, I just took the first ones I found."

"I see, in a bit of a rush, were you?" Her smirk seemed to get a little bigger, but she walked over and sat on the bed not far from me. "Let's have a look, I think they might be an old pair."

I couldn't quite get my head round what was happening, but I was beginning to realise I was stood in front of Mick's mum wearing not very much and she was ordering me about. This was pretty close to various fantasies I'd had. I stepped over to her and she reached out and put her fingers into the waist band of the shorts, pulling it out slightly.

"Yeah, these are really tight, I don't think Mick's worn them for years."

"Oh, right." I looked at her lamely, she had kept her hand holding the shorts out a little bit and didn't seem in a hurry to retract it. Her beautiful face was about a meter from my bare chest, she glanced at it before once again looking right into my eyes with her smirking expression. She smiled and then looked down at her hand holding my trunks, I don't think she had pulled them far enough away to see down but it was a massive thrill for me to watch her eyes looking in that direction.

Keeping her eyes down she pulled her hand out further for just a little moment, tugging me towards her slightly, but then let the trunks slap back against me. I could feel the beginnings of an erection which pressed against the too small shorts.

"Well, we'd better find you a new pair hadn't we?" She looked down again, I was starting to get very turned on and you could tell. "Oh, yes, definitely, we don't want to cause a scandal!"

With that she bounced up from the bed and rummaged through the drawer I'd opened. She turned back round to me after a few seconds holding another pair of swimming trunks, they were fairly big but also seemed designed to be tight-ish to the skin.

"Here you go, they'll do, I think."

"Thanks." I realised I was being pretty monosyllabic but I was still at a loss as to how to proceed, I wanted to keep the show up but couldn't quite work out how. I was also very aware I was massively out of my depth.

She half started to the door still holding the trunks and then turned to me. "OK, well, I'll leave you too it, shall I?" She phrased it like a genuine rather than rhetorical question and looked at me wanting a response.

"Oh, well, I.."

She looked away from me as she twirled the trunks absentmindedly in her hand. "I suppose I could stay and make sure they fit." It sounded perfectly innocent, like it was something that just occurred to her. "If you wanted me to, that is?"

I was still lost, I think I just gaped at her.

"I suppose you would have to get naked first, but we're both grown ups now, aren't we?" She looked back at me after saying this still breezily as if it was nothing.

"Err, I guess.." I managed, not quite being able to look her in the eye. I couldn't quite believe it.

"Or should I just go?"

"Oh, er, I did need help just then, so.." I was trying to tell her to stay but my nervousness was making it difficult, she was still a vision in her tight skirt and top.

"So, I should stay?"

"Yeah."

She looked a bit more serious and took a moment to study me, then went back to being playful. "OK." She smiled at me and walked back to sit on the bed, placing the trunks next to her. "Well, let's get on with it shall we?" She slightly leaned back supporting herself on her hands and settled in to watch.

"I'll, er, take these off then?" My mind was close to blank but my stomach felt almost sick with excitement, I could feel my dick starting to strain against the shorts. Mrs Grant smiled at me expectantly.

I put my hands on the shorts as if to remove them, I saw her gaze run down my body to follow them. I hesitated slightly and then chickened out, I found myself turning away from her to hide myself. I had no idea why.

"Oh, are you shy now?" I stopped and looked back at her with I'm sure a gormless expression on my face. She had a slightly exaggerated quizzical look as if bemused by my actions.

"Well, it's just, er." I dried up again.

"It's just us two, you know." She smiled back at me.

My mind was a whirl but I eventually managed to start to turn back.

"Much better." She was still light and breezy even as she made sure I got naked for her. "Now, best get on with it, we don't have lots of time." I nodded again and put my hands back to the shorts, Mrs Grant gave me another reassuring smile and returned her gaze to my groin.

I started to ease the shorts down, although I was still terrified I'd reached the point of no return. I soon felt the waist band slipping over my almost fully erect cock forcing it downwards uncomfortably as it passed. I ended up having to stop pulling the shorts from the sides and instead pull the front out and down to let my penis spring out comfortably.

"Oh my," said Mrs Grant softly as my now completely hard cock came out into the open not far from her face. I froze, once again terrified fearing I'd somehow misread everything, she looked up. "Don't worry, I just wasn't expecting quite that." She looked back down.

I took a moment to watch her gorgeous face as she studied my penis carefully, it already felt so hard it was close to painful, then I slipped the shorts down and off. I straightened back up and stood there for her, I couldn't carry on as she still had the trunks I was supposedly changing in to.

"I can see why those other shorts were looking tight on you at least." She laughed to herself at the joke. "Now, are you going to put the new pair on?"

"Well, it's just, you still have them." I gestured lamely at the shorts which were tucked slightly under her leg as she sat on the bed.

"Oh yes, silly me." She shuffled a bit and pulled them out. She held them up in front of her, looked at them, then looked at my cock again and then looked up at me. "I'm not sure you'll fit in these at the moment actually. They're bigger but they are quite tight and, well, I'm sure you see the problem."

"Right, because of my.." I was in heaven, discussing my erection in front of Mick's sexy Mum whilst we both stared at it. I wondered how long she would keep acting as if this were perfectly normal and what might happen next, I was in no way in charge of the situation now if I ever was.

"Can you push it down or something? You know, keep it out of the way."

"Oh, er, I can maybe.." I gingerly reached down and gently pushed downwards until it became uncomfortable. It was still pretty much a right angles pointed towards her beautiful face.

"Is that as far as it can go?" She had moved forwards on the bed and peered at it as she spoke, her head to one side an a strand of her hair falling only a few centimetres from the tip.

"Yes, I think so, at least whilst it's, erm, like this."

"I thought that would be the case. And you don't think it's going to go away, do you?"

I had no idea how to answer that really, so I just agreed with her. "I don't think so."

"Well, not whilst I'm here I would guess, anyway. Is that right?"

"No." I dropped my head a little, I wondered where she might be going now.

"Oh, don't worry, I egged you on a little bit, I think. We're both to blame for this." She gestured to my cock, still hard and still right in front of her, she sounded more like her everyday self. She let out a laugh. "I can't believe this, really."

We both looked at each other for a moment, I wondered if this was as far as it went and if I should suggest having a shower. I didn't really want to stop being naked for her but at least I could take the opportunity to masturbate.

"Well, Jim, I guess we should speak about this before the others get back, but for now I think I should leave you to take care of that, shouldn't I?" She still sounded not quite sure what to do so I didn't reply, it seemed worth it given it was her ideas about what to do next that had lead us this far.

She kept looking mostly at my dick. "You do have a really nice penis." I held my breath and didn't dare move.

"You're the same age as Mick, you've had your 18th birthday?" Thankfully it was true so I was able to nod, was she really thinking what I hoped she was thinking? "I'm sure I'll regret this but," she paused and looked up, "I take it you wouldn't mind if I helped you out?" I just about managed to shake my head, this was almost too much and my cock was practically throbbing in anticipation.

She smiled mostly to herself and then reached out with her right hand and closed it around my shaft gripping my penis, I couldn't help it and gasped in pleasure. It wasn't the first time a female hand had touched my erect dick, but this was something else.

She looked up. "You're easy to please!" I probably looked a little sheepish and she continued. "Sorry, I guess this isn't something that happens every day. This isn't the first time someone's done this for you, is it?"

I shook my head. "No, a few girls have."

"Well, good, not sure how I'd feel about being the first." She started to very slowly work her hand back and forwards, twisting slightly and after a few strokes reached out with her other hand and cupped my balls. "It's been a while since I used my hand for this, but I think I still have the knack." She smiled up at me, still with a playful tone in her voice.

I was in heaven and my only worry was that I would come in a few seconds, thankfully the sheer strangeness of the situation kept a slight edge off and prevented me from immediately spraying everything around us, I could feel the pleasure building though and Mrs Grant's slow but deliciously steady technique was doing its job. She carried on for a few minutes, alternating between smiling at me and watching my cock as her hands wanked it expertly.

"Shall I carry on like this, or might you need something different to actually finish off?" I found it difficult to speak but managed to maybe grunt something that implied I was open to suggestion. Looking down at the face I'd fantasised about constantly whilst she held my cock and cupped my balls whilst I waited for her to reply was incredible.

"Well, I could use my mouth as well. If you like?" I was slowly starting to realise that Mick's Mum was probably getting off on her suggesting stuff as much as I was. I nodded. "OK then."

Once again I held my breath as she tucked a few strands of hair back in preparation, then she leaned in using her hand to guide me in between her red lips. I tensed in anticipation, watching Mrs Grant as she got closer was incredible. I felt her tongue lick lightly round the tip of my penis, then she moved her head down one side of the shaft kissing it as she went. The feel of hair and face brushing against my skin was almost as nice as her lips on my cock. She licked her way back to the head, every fibre of my being wanted her to take it fully into her mouth, the anticipation was amazing.

"Do you mind if we move slightly, it's a bit awkward doing this sitting down."

"Oh, right, yes." I backed away from her giving her room to get up, I didn't really know which position she'd prefer so let her choose. In the end she didn't get up, just moved herself forwards off the bed and knelt in front of me. "This will be fine." She smiled up again and I moved towards her letting her take my cock in her hand, she opened her mouth and before I knew it she had closed her lips around me. I gasped again much louder than before, it felt incredible. Her mouth was warm and soft and I could feel her lips slightly grip as she slid up and down, her tongue within licking and teasing.

As I marvelled at the sight of her bobbing about on my dick she kept working, moving her mouth up and down my penis, sometimes taking it out and kissing the sides and a few times licking and sucking on my balls whilst she continued to stroke it. Whenever she could she looked up at me and made eye contact, it was amazing to see Mick's Mum smiling with a mouthful of my cock. I started to feel a little weak kneed it was that good.

After a while, I couldn't really say how long, she pulled her head back and asked. "Everything fine?"

I felt out of breath, I'm not sure why, but gasped a yes. She smiled back and then started to playfully lick the head of my penis lightly, gradually swirling her tongue slowly around more and more of it. It felt incredible and the sight of her almost messing about with my erect cock was outstanding, but I knew I was ready to come and almost all of my thoughts were occupied by how much I wanted my dick back fully in her mouth.

As she continued to lick lightly I found myself reaching out for the sides of her head and I guided her onto my penis. She made no effort to resist, opening her lips and once again taking it deep into her mouth, I kept both hands on her head as she resumed her enthusiastic sucking. I ran my hands through her hair loosening the band that held it back as her head moved around on my dick. After a little while she stopped again and pulled the band loose dropping it to the floor, then she quickly gathered her hair together in one hand, leaned her head forward and offered her bunched hair to me.

"You'll need to hold it out of the way for me now." I gathered her hair in one hand and she put her head back up, but she didn't move forwards until I guided her lightly by her hair. She opened her mouth to welcome my cock for the third time and I eased it inside, it still felt just as spectacular as her warmness enveloped me.