The Makeover

Patti had been Mom's friend since grade school. They double-dated in High School, remained close during College, and still lived within a half-mile of each other in their fifties, which I always found strange because they were exact opposites.

Mom was outgoing, boisterous, loud and larger than life. She and Dad were always going to parties, weekend getaways and vacations. Patti was subdued, quiet, laid back, and kind of shy.

Physically, it was the same thing. Mom was a large woman, not fat but big-boned. She loved flashy clothes that high-lighted her good-sized bust with plenty of cleavage. Her jet-black hair was stylish and her make-up perfect. Patti was petite, about 5'3, maybe 100 pounds soaking wet. She wore little make-up and dressed in loose, casual clothes.

All that ended about a year after Patti's husband, Charlie, left her for someone younger, flashier and built like a brick shit house. Patti had been moping around, spending plenty of time at our house, clinging to Mom.

At 52, Mom decided enough was enough and that Patti had to have a make-over. Of course, it wasn't publicized, but after a weekend away together at a Spa, Mom came home with a red-headed, green-eyed hottie in tow. It took us all several minutes to realize it was Patti.

Dad gave the wolf-whistle and my sister Claire began clapping, while I just stood there slack-jawed. Patti, for her part, still seemed shy, but her appearance was such a drastic change that it gave her a confident glow.

Dad was barbequing steaks and Mom poured the wine as we sat around the patio marveling at Patti. After a while, Mom said to me, "Pete, you haven't said anything to Patti. Don't you like her new look?"

I had just been staring, trying to come to grips with the New Patti. Where I had always liked her and we had gotten along, she was always just Mom's friend. Now, with her blouse missing a button or two and the show of flash, I had a new appreciation for her. I wanted to compliment her without overly gushing, and as they all waited for my response, my brain froze.

How could I say how nice she looked without insulting how she looked before? But, I'd always liked her and didn't want to hurt her feelings.

"She looks nice," I finally got out.

"That's it?" Dad asked. "Did you turn gay or something? She looks terrific!"

Patti seemed to blush and simply said, "Thank you, Peter," as she looked away.

The conversation went on and the wine flowed and I felt so badly about my non-comment. The more I looked at Patti, the more attracted to her I became. I knew I had to apologize, but to do it in front of everyone didn't feel right.

At one point, Patti excused herself to use the ladies room. I waited a few minutes, then followed her inside. I waited in the hall, even though there is another bathroom, hoping to run into her. Finally, she came out.

"Oh, Pete, sorry, I didn't know you were waiting," she said, easily, trying to slip by me but I blocked her exit.

"Listen, I'm real sorry," I began, the wine definitely loosening my tongue. I didn't mean you didn't look great. You always look great. I wasn't sure what to say, so I didn't say anything, but you look great. You look hot. You look sexy. You look twenty years younger, really. If Charlie could see you now, he'd never leave you. Hell, I'd never leave you!"

Patti stared at me blankly, then smiled, her old, sort of crooked smile. "Why thank you, Peter! That's the nicest compliment I've gotten all night." She reached up, grabbed my neck and pulled me down to her, then kissed my cheek, while whispering, "That was really special. Thanks." She released me, smiling brightly as she squeezed on by me. "See you outside, Hon."

I went into the bathroom, looking at my cheek in the mirror. Her lipstick left a perfect outline. I hurriedly cleaned it off, afraid someone would see it and get the wrong idea. When I reached in to take a piss, I realized I was semi-erect. Wow.

Back outside, I couldn't stop looking at Patti. I had never felt any attraction other than friendship in all these years, and now I was getting a Woodie. My sister eventually slipped away to go out with her friends, and Dad was exhausted and turned in early, leaving Patti, Mom, and me.

Mom was feeling her oats, too and started in on me. "Pete, now that you've had some time to think, I hope you can say something more supportive to Patti. After all, she came to all your games and award ceremonies..."

Patti put her hand over Mom's. "Bev, that's not necessary. Peter apologized before." She smiled at me. It was the nicest thing anybody has ever said to me. Thanks again, Pete."

I nodded, tongue-tied again.

After a bit, Mom was tired and said so, then added, "Why don't you give Patti a ride home? You don't mind, do you?"

Patti tried to protest, but Mom wouldn't hear of it. "He doesn't mind. He'd just sit up playing video games, anyway."

I was feeling the wines, but Patti's house was a clear shot and I knew I could handle it.

"If you're sure you don't mind..." Patti asked

"Of course, he doesn't," Mom declared. After hugs and kisses, Mom showed us to the door, reminding Patti, "You look great, Girl! Go get yourself a man!"

We loaded into my SUV and buckled up. "I can't get this," she said, fumbling with the seat-belt.

I reached across and let it slacken then pulled it across her, clicking it in place. Our faces were close. "Thank you, Peter," she whispered. "It looks like you're doing everything for me tonight."

I sat back, smiled and backed out. The ride took maybe 3 minutes and I whipped into her driveway. "Home sweet home," I announced.

"I really appreciate this," she said, smiling at me, then she looked down, thinking. "I'm going to open another bottle of wine. Would you care to join me?"

"Why not? Beautiful women don't usually offer to buy me a drink."

"Fine! Come on."

She unlocked the door and led the way, although I had been there dozens of times. She brought in the bottle and two glasses, along with the cork screw. "Do you mind? I always break the cork."

Having worked as a bartender on and off, I expertly peeled the foil and unscrewed what turned out to be artificial cork, anyway. I poured, and offered her a glass. She lifted it to mine and toasted, "To new beginnings."

After a sip, I placed it on the table. "Is that what this is all about? The make-over? You're starting over?"

She sipped and nodded. "I've wasted too much time brooding. Your Mom finally convinced me that I'm worth more than this out of life. It's Charlie's loss, not mine."

"Here, here," I agreed. "Like I said before, if he could see you now, he'd be kicking himself."

She smiled broadly and casually put her hand on my knee. I felt the heat of her hand, whether she intended it or not. "That was so nice, what you said before."

The mouth moved on without the brain, and I answered, "Well, at least last time, I got a kiss for it."

She smiled wider. "Yeah? Well, you deserve a kiss anytime, compliment or not!"

I was staring at her lips when I said, "Like now?"

"Sure!" She leaned in and softly kissed my lips, just a soft, family-style kiss. But she never moved away, our eyes wide open, and she whispered, "Like that?"

My hand went around her waist and held her to me, and I pressed my lips to hers, moving them slightly before raking my tongue across those ruby-red lips.

Her eyes widened. "Peter! Don't!"

I stopped instantly, sorry for what I had done. I looked away. "I'm so sorry, Patti, I got caught up in the moment. The wine and... no, that's no excuse. I don't know, I just have this different feeling for you."

She was very forgiving. "It's alright, I felt the wine, too. And all the compliments I got tonight must've gone to my head. I don't know what I was thinking, flirting with you like that."

"You WERE flirting," I said, "Good, I thought it was just me."

"It's more my fault than yours. You were just being nice and I took it too far," she answered.

"No you didn't, Patti. You just look awesome, and I swear, I'm hornier for you now than I've ever been for another woman."

"Oh, Peter," she said, dismissively.

"No, I'm serious... Look!" I leaned back to show her my bulge in my jeans. I regretted it as soon as I did it, but her reaction surprised me.

She covered her mouth and gasped. "That's because of me?"

I watched her eyes remain on my jeans and I touched myself. "All because of you."

She looked into my eyes again, and was silent, until, "If you weren't Bev's son..."

"What, Patti? What would you do?"

She bit her lip and I took her hand and pulled it towards me, holding it on my bulge. She closed her eyes and gently squeezed. "This is so wrong..."

"Is it?" I asked, holding her hand in place. "New beginnings, remember?"

"What about Bev?"

"I've been told a gentleman never tells."

She smiled. "Our little secret?"

I squeezed her hand to my cock and said, "Hey, it's not that little." We both laughed and I leaned in and kissed her again. She kissed back, with more passion. My tongue pressed her lips apart and we swirled around, tasting each other.

Our lips parted and I kissed her neck as she stroked my bulge. I felt for her bra and she wasn't wearing one. Her nipples were hard and she moaned as I tweaked them.

She grappled with my belt and I finally helped her, as she slid her hand inside and wrapped around my shaft. "Not little at all, she said, hoarsely."

I raised my hips and she forced the jeans and briefs down. Her hand found me and slowly swirled around the head, causing more blood to rush forward. We kissed again, and she moved down, licking the rim, spitting a bit, then going down on it. Her mouth was on fire as she slurped away.

I got the blouse over her head and teased her small tits and hard nips. I realized my hips were thrusting, moving up into her hot mouth. She slid her tongue out, against my shaft as I slid in and out. She looked up, still stroking me. "Is this good?"

"Awesome!" was all I could say before pressing her head down again. My balls were tightened and I felt the back-up ready to release. I wanted to hold it, but there was no way. "Coming!" was all I got out before shooting load after load.

For her part, Patti never gave up, swallowing as quickly as I could shoot. Out of breath, I leaned back on the couch, and she stayed on me until I began to soften. Then, she looked up at me, some of my cum still on her lip. I pulled her up and kissed her, tasting my jism and her return kiss was forceful and passionate.

We sipped some more wine and were silent until I began teasing her nipples again. Her breathing grew heavier and I began undoing her slacks. "Peter, you don't have to..."

"Yes I do," I answered, slowly undressing her.

She stopped me. "Not here, inside." She led the way to her bad and laid back as I knelt between her thighs and began a slow kiss line up to her hairy bush. When my tongue found her clit, she squealed and writhed. I held her in place, bringing her to climax as she clawed at my hair.

I was hard again, and crawled up the bed, hovering over her. She reached down and expertly guided me into her wet slit. She was so tiny, and when she moved it was magical. We kissed and I picked up the rhythm. Somehow, she spun around and was on top, her head rolling around as she controlled the pace. I laid back and let her do the work, until I felt the end nearing for both of us. We pumped faster and harder, and she was crying out as she arched her back and I released. She kept moving, slower now, then finally slumping onto my chest.

We both nodded off, waking an hour later. We kissed and renewed our vow of secrecy, and I prepared to go.

"Thank you so much for tonight," she whispered. "I'll never forget it."

"Neither will I. Are you available this weekend?"

"Really, Peter? Okay, I'll give you a few days to think about it. If you're still interested, call me."

I did.