Taking Care of Mom Ch. 03

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Things are really heating up with Rachel and Brian.
5.6k words
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Part 3 of the 4 part series

Updated 06/09/2023
Created 02/19/2020
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TAKING CARE OF MOM Chapter 3 ©2020Smuttyandfun

I looked over my shoulder around the dimly lit street, just to be sure no one could see me, as I used the spare key Mrs. Ellison had given me to let myself into her house.

Lately we'd been going at it pretty hot and heavy, but now things were going to get even hotter. Two years of sexual deprivation had Rachel not only eager to get with me every chance she got, but also had her more than a little curious to try some pretty kinky shit. And naturally, I was more than happy to see to her every need, no matter how over the top the things were she wanted us to try.

Like the other night, when we'd had dinner together. I grilled some steaks and baked a couple of potatoes on the barbecue, while she made us a nice salad. As we ate out on the deck by the pool, we talked about all kinds of things including her son Hal, who also happened to be my best friend. We discussed how he was adapting to his new life in Dubai, especially with it being so much hotter there, along with the unfamiliar customs he'd had to adjust to. Things like no bar hopping, no casual dating, and zero PDA were allowed even for Westerners.

Last time she'd talked to him, he'd also told her how grateful he was that I was willing to take care of things for her, so he wouldn't have to worry about her being on her own with him so far away.

Lucky for me, he had no idea that more often than not, lately I was helping her to get off, probably more than I was helping her around the house.

After we'd finished dinner, Rachel brought out a platter of juicy grapes and watermelon chunks for dessert. I smiled into her eyes and sat her in my lap. Then we had fun feeding each other, even experimenting with a fun kissing game, trying to get the grapes back that we'd popped in each other's mouths using only our tongues and teeth. We laughed like crazy as we kissed and fought over the bits of fruit, and as we played I realized I loved her laugh almost as much as making out with her. She was so much fun to hang out with, that sometimes I'd forget that she was my friend's mother, and I shouldn't even be touching her, never mind getting busy with her every chance I got.

Since she hadn't bothered with a bra, keeping my gaze on hers, I slipped the strap of her cherry-red sundress off her shoulder and freed one of her gorgeous breasts. Then I let the juice drip from my mouth onto her nipple and we both enjoyed me licking her clean, with her quivering so hard that I could feel her trembling right through me. While I went to town on her breast, suckling her nipples and licking all around both delectable peaks, then gently nipping at her tender flesh, I'm sure she came in my lap from the way she was squealing in my ear and squeezing her arm around my neck nearly strangling me as I happily toyed with her girls.

No surprise, I was hard as a brick with my dick insistently poking at her ass by the time we were done eating.

Coyly smiling at each other, once we'd finished dinner and our sexy kissing game, I helped carry everything inside. But when Rachel went to load the dishwasher, my eyes flared and my dick lurched when I noticed just how short her little red sundress actually was. So tiny it hardly grazed her butt cheeks, giving me an eyeful of her long shapely legs along with her little black thong, that did nothing to hide her gorgeous ass, and barely concealed her tight little pussy.

Already hard just from the kinky games we'd been playing over dinner, standing behind her, I tugged off my jogging shorts, kicked them aside, took hold of my cock and started to beat my meat in my hand, till I was fully erect, with the tip dripping with a fat bead of pre-come that I smeared over the head. All lubed-up and ready to get busy with her, I grinned as I watched her ass sway as she worked, just imagining how good it was going to feel when I pushed into all that tight, wet heat.

My balls already starting to feel heavy and full, I got in behind her, slipped her dress up over her hips and then pulled it over her head and cast it aside, loving the way she looked over her shoulder at me with an expectant smile as I fisted my cock in my hand and slid it up and down along her ass crack.

Trying to take things slow at first to warm her up, I started with sliding my tongue along her neck, and down along her spine till I was licking into her crack, and slipping a finger into her pussy. It didn't take long till I had her softly moaning, and thrusting her ass back against my hand. And she soon forgot all about the dishes, especially once I pushed a second finger into her, and got her nice and wet and ready for the pounding I knew she was desperate for.

She started to shiver when I bent her over the counter, and spread her legs, knowing what was coming next -- a good hard fucking.

Just to get her nice and juicy, clutching my cock in hand, I teased her pussy, sliding it up and down along her slit over and over, till I had her panting and thrusting her ass against me, murmuring, "Please, Brian, don't tease me. Just give me what I need."

Chuckling, I smiled and pressed a kiss to her back, and told her, "Your wish is my command, gorgeous." My delightfully sexy neighbor was always so eager.

Then, holding my dick, I pushed it at her opening, both of us letting out a deep groan as I thrust my hips and began to fill up her up nice and tight. Cupping her big beautiful breasts in my hands, I worked in and out of her hard, giving her the pounding I knew she'd been aching for all day, while twisting and tugging at her nipples, just the way I knew she liked it.

"Oooh, Brian, does that ever feel good," she murmured, matching me thrust for thrust as she desperately clawed at the counter with her nails.

Flexing my knees, I mixed it up, giving her few sharp jabs, followed up with a few long slow slides, blown away by the sight of my glistening joy stick sliding in and out of her, till I had her whimpering and shivering all the way to her toes.

Reaching around her, just to be sure she got off good and hard, I circled my thumb around her clit till I had her throwing back her head and squealing like crazy, which had me following right after her, pounding her over and over, till I could feel my cock erupting like fireworks exploding on the 4th of July, deep into the depths of her womb.

"Oh, god, I needed that," she murmured, still shaking and clenching me tight inside her, squeezing the hell out of my pulsing cock, till I'd given her every last drop I had. I could see when I looked down, from the big white splotches on the floor between us, that I actually had her dripping with my seed.

Leaning in, I turned her face and kissed her. And the coy way she smiled over her shoulder at me, with me still buried in her balls deep, made it clear that she'd loved every second of getting taken fast and dirty right on her kitchen counter.

Turns out despite our twenty year age difference, we were two of kind. We both loved to get it on and the dirtier the better.

With both of us naked and sweating pretty hard, I lifted her into my arms and carried her back outside to the pool. Once we slid into the water, we made out like teenagers, kissing and licking into each other's mouths, running our hands everywhere and laughing, till she'd gotten me hard again, and eager for a little more fun.

Turns out Rachel had another pretty amazing trick up her sleeve. Seems she could hold her breath under water for a really long time. She shocked the hell out of me when she proved it by diving down, taking hold of my cock, sliding it into her mouth and blowing the shit out of me, without having to come up for air, for what felt like forever.

Staring down, I watched stunned, as she gave me my first underwater blow job! I gotta say, it was really fucking hot to see her lips wrapped around me, sucking me back for all she was worth, with her long silky hair flowing in sexy waves around her pretty face, looking like the naughtiest mermaid ever.

Finally she came up, gasping for air, grinning and looking pretty pleased with herself. But after she'd dropped a playful kiss on my lips, she went right back down and started sucking my balls into her mouth while jerking me off in her hand. Fuck me! Jacques Cousteau had nothing on Rachel, who really knew how to put on one helluva jaw-dropping underwater show.

She came up again, took another deep breath, and amazingly went right back down on me, sucking me off so hard I had to lock my knees to keep standing she was getting me so jacked, I could hardly see straight. Finally, rolling my eyes, I groaned when I felt my balls letting go, shooting straight down her throat. I could feel her sealing her lips around me tight and sucking back every drop, since once she was done with me, I couldn't detect even a tiny speck of cum floating on the water.

When she finally surfaced, I pulled her into my arms and kissed the hell out of her, overcome by how good it felt every single time we got together, but especially now that she'd gifted me with our kinkiest experience yet.

Although I kind of knew we could never really be a couple, considering who she was -- not only my best friend's mother, but also a friend of my mom's, who also had twenty years on me. She had me so hooked on her, crazy as it was, I couldn't imagine ever wanting to give her up.

After our pool antics, I grabbed a towel and dried her off, making her laugh as I sucked a little on her titties, and licked into her pussy, before I carried her up to her bed. We slept for a while, with her sweet ass tucked in nice and tight against my package, just the way I liked it. In fact I was so comfortable, I hated the thought that I didn't really live with her, and that eventually I had to go home.

The next day, I'd let myself in to her place, since she was out somewhere probably picking up some groceries. I was busy out back, mowing the lawn behind the pool for her, when I turned my head, and noticed Rachel dressed up in a pretty white sundress and heels, looking like sex on legs as she wandered out of the house, with some guy in a suit trailing behind her. And seeing the way he was eyeing her ass, as she strode out ahead of him, I wasn't too happy.

Though I'd cut the power to the mower and was staring at them, she didn't bother to introduce us. I guess not too sure what to say, since she could hardly call me a friend, seeing as she was old enough to be my mother. Nor could she ever admit that I was her secret hook up, knowing how much that would shock him.

But when I noticed him looking around the big yard, eyeing the pool and looking back at the house, thoughtfully nodding his head, I couldn't believe my ears when he said, "Rachel, I think you'd have no trouble selling, if you decide to list. Actually I've got a number of clients looking in this area right now, and this would be a perfect home for a young family."

What the fuck? She was planning to sell her house without even bothering to tell me?

I noticed Rachel had her teeth dug into her bottom lip, which I knew meant she was anxious. Nodding, she told him, "Well, Bill, if I do decide I want to sell, I've got your card."

Then the smarmy asshole smiled into her eyes, leaned close, dropped his voice and murmured, "Well, maybe we could discuss it a little more over dinner, even tonight."

Rachel's gaze shot to mine and she shook her head. "Sorry, but I've already got plans for this evening."

Then the bastard reached out and stroked his hand up and down over her bare arm. "Well, maybe I'll give you a call in a day or two, and we can plan something for another night."

Over my dead body was she ever going out with that pervy creep.

Once she'd shown him out, she came back outside and winced, looking pretty uncomfortable as she tried to explain. "Hal suggested Bill come over to give me an appraisal, though I already told him I really like living here, and I'm nowhere near ready to sell. But I think Hal's worried about me taking care of this big place on my own. Though I told him you were happy to help out."

I gave her a quick nod, relieved to hear that it was her son's idea and not hers. Since I'd worked up a sweat with all the yard work I'd been doing, I smiled and watched her eyes flare as I unzipped my fly and tugged off my denim shorts and tossed aside my tank top. Naturally I was naked underneath, since I'd stopped wearing boxers, knowing how eager Rachel always was to get her hands on me.

After I'd ran my hand over my erection, baiting the hook so to speak, I dove into the pool, cocked and eyebrow, and just looked at her, hoping she'd join me.

When she went inside, without saying anything, I felt a little edgy wondering if for some reason things between us might have changed. At least until a few minutes later, she wandered back out of the house in just a tiny black thong bikini, looking sexy as fuck, grinning at me as she made her way around the pool.

I beckoned her to join me, patting my hand on the decking that surrounded the big kidney shaped pool, and Rachel, smirking, came and sat right in front of me. Although her tiny black thong bikini was incredibly sexy, making my dick twitch just looking at her, I'd need her out of it for what I had in mind.

Getting between her legs, I closed my eyes and pressed my lips to both her thighs, smiling against her warm soft flesh at the way she shivered. Then keeping my gaze locked on hers, I hooked my thumbs into her bikini bottoms and started tugging them down. Being the helpful type, she lifted her cute little butt to help me slide the tiny piece of Lycra all the way down her legs till I had her naked from the waist down, just the way I wanted her.

For a moment I just stood and rolled my eyes. God I loved her pussy.

Just looking at her tight little slit had my mouth watering for a taste. Once I'd spread her thighs open wide, I shook my head at the inviting look of her delectable little pie, already quivering and glistening in the sun, undoubtedly from the tongue lashing she knew I was about to lay on her.

The instant I touched my tongue to her warm soft folds, every inch of her started to quiver, but she really dug her hands into my hair when I started to use my tongue to give her a nice little tongue-fucking. Closing my mouth over her clit, I suckled and flicked and licked. And soon she was nearly crawling right out of her skin, shaking and writhing and fisting her hands in my hair, going to pieces as I ate into her nice and deep, till her ass was nearly sliding right into the water, I had her coming so hard.

Once I finally came up for air, I gotta say I loved the blissed-out look on her face, especially knowing that I'd put it there.

As she struggled to breathe, I peeled off her top, and made a meal out of her big luscious breasts, continuing my assault; licking, lapping, nipping and suckling, till her nipples were fully erect, and I had her plaintively mewling and nearly ripping out my hair.

One thing about Rachel, she wasn't shy about letting me know what she liked.

But I also had a feeling what she really wanted was a feel of my cock.

Now that I had her nice and wet with her chest heaving hard, my grinned turned feral. By this point, I was so hard I felt ready to detonate, and I knew I needed to slide her hot little pussy down on me till I had her impaled, or I'd be losing it big time, and the pool would be awash in my cum.

Lucky for me, she'd decided if we were going to keep up our sexy fun and games that she'd better get back on the pill. And now that I knew there was no danger of me knocking her up, I just loved the feeling of filling her up till I had her dripping. There's just something about letting go and coming inside a woman, and then watching my cum slide out of her pussy, that got me off harder than anything I'd ever seen before.

Since I was uncut, taking her bareback, now sans condom, everything felt so much more intense. The erotic sensation of plunging inside her tight little pussy, over and over till I was emptying my balls deep into her womb, gushing inside her, just felt so crazy good, it was almost indescribable.

My eyes on hers, both of grinning, I took hold of her by the waist and she wrapped her arms around my neck with her legs wrapped snug around my hips as she slipped into the water. I took her mouth in a smokin' hot kiss, and both of us groaned as I held the base of my cock so she could sink her tight little pussy down my shaft till she was fully impaled, and I was happily balls deep in pussy.

I soon decided that sex in the pool was not only highly erotic but fun, too. The buoyancy of the water, meant she could effortlessly bounce up and down on me, driving us closer and closer to one amazing fucking orgasm, while we got a lost in kissing each other's faces off.

That was another thing about Rachel, I swore I could kiss her forever she was just so sweet.

Finally, after lots of pounding and groaning, she thrust down hard and I thrust up, till I was as deep as I could go, with the tip of my dick practically kissing her womb. When she cried out, threw back her head and clamped down on me like a vice, I latched onto her neck and sucked hard, getting off on the thought of marking her mine, at the same moment I felt my balls letting go, filling her up with wave after wave of my juice, till I knew when I pulled out that I'd have her dripping down her thighs.

With her big breasts heaving hard, she smiled into my eyes and whispered, "Wow." I just laughed cupped the back the back of her head and kissed her all over again.

Lately, the way we looked into each other's eyes when we made love and clung to each other, like we never wanted to let go, I knew what we were sharing was turning into something deeper, something more than just a fun way to get off. I was starting to realize that I was hooked on more than just the taste and feel of her, and I was falling under her spell...

But getting back to why I was sneaking into her house in the middle of the night; my reasoning was twofold. I wanted to give her the surprise attack fantasy she'd been craving, while also hopefully making her realize that a boring guy like the suit, she'd been contemplating keeping company with, would have no idea what she needed to get off.

Then she'd know that only I knew how to rock her world, the way she needed it rocked.

Once I tiptoed up the stairs, I whipped off my clothes in the hallway then quietly made my way into her bedroom, instantly smiling at how drop-dead sexy she looked with her dark hair splayed across the pillow, and her on her back naked, with her flawless body bathed in a moonlit glow. Already hard, just imagining how crazy good what I was about to do with her was going to feel, I couldn't wait to hear her squealing as she came.

I set the red silk sashes I'd pick up at her favorite sex shop down on the bedcover, then carefully I crawled onto the bed and just stared down at her for a moment to admire the view, because she really was one beautiful sexy woman.

And tonight, lucky for me, she was all mine.

Tempted to kiss her awake, I decided against it, remembering I needed the element of surprise for this to work. So I took hold of her by her hips and shoulders and quickly flipped her onto her front, chuckling at the startled little yelp that escaped her as I grabbed her hands and quickly bound them over her head, while she gasped as her eyes shot open as she came awake.

Then clutching her by the hips, I got her onto her knees, and wrapped another sash around her head and blindfold her, so she couldn't see, but would only be able to feel what I was about to do to her.

Pressing my lips against her ear, acting like the intruder she was hoping for, I told her, "You're mine now and I can do whatever I want. You can scream, you can cry, but this is going to happen, understand?"

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