Watching Over Ch. 02

"That felt amazing Mrs. Radcliff!"

"Please, call me Pat. You've got a nice cock William." She told him in a motherly voice as she fondled his withering member. "Catherine is a very lucky girl."

There was a long silence. She started to get up, suddenly overwhelmed with guilt. Guilty for betraying her best friend, guilty for betraying Bobby, guilty for doing what she knew was wrong. Her breath caught in her mouth, she froze as she felt his hand touch her breast.

"She's afraid of it............." He confesses, fondling her breast, tweaking her nipple. She says nothing.

"All she will do is jerk me off, she might suck on the head if I'm lucky." He explains. "We tried to have sex but I couldn't get it in her........" She rose from her squatting position and sat beside him on the futon.

"Oh sweetie.........." Patricia consoled him, rubbing his head. She runs her hand along his cheek and takes his head in her hands in a motherly way. She holds him and leans down to kiss him in the forehead. She feels confused with her motherly instincts mixed with lust but she does what feels right.

He stilled resembled the boy she helped her friend raise. He never had a dad, didn't even know him. Only that boy is now in a man's body. He was on spring break, it was his senior year. Clair had asked her let him stay at her house knowing full well she couldn't leave him unsupervised. With the recent passing of his grandparents, she really had no choice. He was eighteen but she did not trust him home alone, at least not yet, not with Catherine up the street. With much arguing, she dropped him off to stay with the only person she trusted. They had been thick as thieves in college. She was so apologetic when she dropped him off, not realizing this week was the 2nd anniversary of Bobby's death. "I'm sorry, you're the only person I trust to leave him with." Her friend's voice still reverberated in her head.

"The only person who I trust to leave him with....." Pat though as she stood to leave the room. Her friend's voice echoing though her mind, she was suddenly racked with guilt.

Her trance was broken with "You have a nice body Pat, I've always thought so." Billy confessed, staring at her like she hadn't been stared at in years. She covered herself even though it made her feel good; she had long since forgotten how it felt to be complemented. She had spent so much time taking care of Bobby, she had forgotten. After she had lost him she hadn't felt like doing anything. She missed him every day and felt guilty for being glad it was all over.......

"Thank you dear." She smiled. "Good genes I suppose......." She blushed.

She lost nearly everything to medical bills. Her small apartment was all she could afford. She was embarrassed that she could didn't even have a second bedroom. She was at an all-time low as far as self-esteem. She HAD actually noticed his stares, had even started dressing sexier because of them. If anything, the past week had been what she needed. It made her feel like a woman again. She had smiled more than she had in a long time. At 42 she still looked younger than most 32 year olds. She had lost a lot of weight dealing with Bobby's medical problems. With the stress, the funeral, and now the bills, food just didn't sound good most of the time. She was as slim as she was in college.

She glanced at his cock; it was still semi hard and was starting to grow again.

"Well sweetie, let's not tell your mom about this, ok."

"Oh I won't Pat. I won't!" he promised, hurriedly scooting to the edge of the futon. "Um, do you think we can......Um, I mean......" He looked at the floor.

"Oh sweetie, we shouldn't. What I did was wrong."

"It didn't feel wrong to me." He said quietly, looking up at her pleadingly.

She admired him even though she knew she should leave the room. His broad shoulders, his toned body, those defined pecks.

"We shouldn't" she said hoarsely, taking a step back, bumping into the wall.

He stood and approached her. "I promise I won't tell....." His body towered over her.

She did not move. "We shouldn't Bobby." She whispers, looking at the floor.

She felt overwhelmed as He moved closer, stooping down and hugging her.

"I promise I won't tell." He says as he towers over her small body. She instinctually pulls away but with a halfhearted effort.

"We shouldn't........" her words trail off as he makes a move to kiss her. His kiss lands half on her mouth, half on her cheek. She does not move or resist. His lips feel good. She needs this......

He pulls away slightly. "We..." Her words stop when their lips meet. At first she does not kiss back, but the sensation is too much. As if an animal had taken control, she finds herself lost in the kiss. Shivers run up her spine. He takes her in his arms, lifting her, she straddles him.

He lifts her against the wall as they kiss, she shifts to get more comfortable, feeling his enormous cock pulsing between their bodies. They continued to kiss more and more passionately.

Pulling away for a breather, she says, "Sweetie?" she slides down his smooth body and takes his engorged cock in her hand. She admires it again, stroking it a few times before looking up to him lovingly. "Let's go to the bedroom. " There is huskiness in her voice.

She takes him by the hand, he eagerly follows. Inside the door, she turns to face him. Her hand finds his cock, she strokes him with an underhanded stroke. Reaching up with her free hand, she places it behind his head, pulling him towards her. She rises to meet his kiss. She smirks at the fact that she can barely reach him even with him stooping. He smiles back and cups a breast as they kiss. He pinches her nipple, rolling it between his fingers. "Mmmmmm................" She says sighs uncontrollably, pushing her chest against him. He stoops to his knees and begins sucking her left nipple. Her knees nearly buckle in response. She sits on the bed for support.

"You have really nice tits" He tells her under his breath.

She was proud of them, Bobby paid for them to be lifted right before he was diagnosed with cancer. They were plenty big but at 34 C, they really filled out her small frame. They had always sagged a little but since the lift, her tits were perkier than most 20 year old girls. Her nipples were large and sensitive, she had always enjoyed having them sucked and fondled.

She gasps in pleasure......... "Oh Billy!........." she hisses as he sucks her other nipple hard, biting it slightly. She loved it, she needed it...... He alternating back and forth; hungrily devouring her chest. She felt his hand between her legs and spread her thighs to allow him easier access. Her panties are absolutely soaked. She arches her back and leans back. "Ahhhhh.......... "

His large fingers rub her pussy lips through the wet fabric. He eagerly moves them beneath the elastic, finding her bare pussy. She had shaven for her bathing suit; now she was glad she did.......He moved his fingers easily between her moist folds. She spreads her legs wider to accommodate him, to encourage him. He works a finger inside her and starts fucking her with it. He was going about it all wrong though. She moves her hand to meet his, to show him. She lovingly guides him where she wants. "Like this" she coos. Showing him what felt good. He was a quick learn. Soon his long finger was lightly stroking her towards orgasm. Her breaths are labored and her heart is fluttering. She has needed this for so long. Seconds later she felt his warm mouth suck her right nipple. This pushed her over the edge, she trembled into an orgasmic bliss. Her entire body trembled, light flashed beneath her eyelids, she was lost in herself. It was over in seconds but the ride seemed like an eternity. She couldn't remember the last time she had felt so much pleasure ....... She has needed this for so long.

Billy was breathing excited breaths and continued fingering her to add to the pleasure but she had to make him stop, it was beginning to hurt. "That's enough sweetie." She smiled.

"Sa Sa Sorry....... "Billy says nervously. "I didn't mean to hurt you......"

"You didn't hurt me sweetie." She cooed. "It's just that a woman becomes sensitive after an orgasm." She tells him as she sits up to meet his nervous gaze. She smiles to him and places her hand on his cheek. He looked so innocent. She kisses him. He eagerly kisses back. She kisses him hard like a woman possessed. Her breaths labored. She takes control, turning him and pushing him back on the bed. He climbs backwards towards the headboard. Climbing on top of him like a tiger taking its prey, she kisses him. They kissed for a long time. She feels like a teenager again, lingering with every kiss, the thrill of the newness as they take in the excitement of learning about each other's bodies, each other's touches. They simply explore each other.

Breaking the kiss, she sits up and looks him hard in the eyes. Lingering and taking in his innocence, his eagerness. His blue eyes. He's smiling back to her. Her morals start to catch up to her. He looks like a boy to her now. He had such an innocent smiling face, full of curiosity and joy, he was just starting to discover life. He had such perfect skin, not a wrinkle to be found, no 5 o'clock shadow, only a little peach fuzz along his side burns. Those bright white teeth, thick hair....... His mother's eyes..........

She became overwhelmed and started to cry. "Oh Billy sweetie, I never meant for this to happen." She begins to sob as she struggles with her emotions...... She rolls off of him.

"It's ok Pat" Billy took her in his arms, holding her, hugged her, preventing her from leaving.

"If it's any help, I've dreamed of this day for years......." He confesses. "I've masturbated thinking of you more times than you will ever know. " She stiffens beneath his embrace, there was a long pause.

"I was dreaming of you this morning........" He looked at the floor.

She looked up to him and smiled. "Oh, Billy, you're a sweetie, you always have been.........." She stands and kisses him on the forehead in a motherly fashion. She held him by his cheeks. "I can't do this." She hesitates. "I can't undo this........." tears formed in her eyes and she stands and begin to walk away.

As she turned to walk off, Billy caught her by the waist and pulled her to him. "Please Pat, I want this too." She silently struggles to escape his grip. He held her tight and kissed her on her neck. She froze. He does not move, only maintains the kiss. She stops struggling; she can feel his warm mouth. She has always loved her neck kissed. Bobby would always hold her in his lap and kiss the back of her neck and kiss his way behind her ear. Billy kisses her again. She releases a light breath. Another kiss and she's relaxing in his grip. Another one and she turns her head. He kisses her behind her ear and her internal battle with her morals is over. She melts into him and turns her head to meet his kiss. She becomes aware of his cock throbbing beneath her thigh. She starts stoking it, breaking the kiss long enough to turn and straddle him. She can feel the smooth skin of his shaft against her panty clad pussy lips. She grinds herself into him. Her breath is uneasy. she takes control once again. She had to have him inside her, shifting her weight, leaning into him. His hands rest on her hips as he sucks hard on a nipple. She whips her hair back in response. She raises her hip and begins to peel her panties off. He assists and struggles to remove his boxers at the same time. "Oh Billy, I need you inside me......" Pat pleads. She takes his large cock in her gasp, positioning herself above him, lubricating his bulbous head with her juices, placing it at her entrance. Slowly she eases herself onto his monster cock. She allows her body to adjust to his gargantuan size.

As the head squeezes past her pussy entrance, she smiles. "God you're so huge!" Billy says nothing, he need not say anything. The gape jawed expression said it all.

She slowly works herself down his shaft. Her juices lubricating the way. Inch by inch his monster cock makes its way to her womb. When she is finally at the base she stops to allow her body to adjust. His massive cock is penetrating her in ways she never imagined. "Oh Pat, you feel so good!" Billy says in a trance. Pat says nothing, she simply starts riding. She works her body on his cock slowly at first. She enjoys the looks on Bill's face as she does. She enjoys the sensation of him inside her, of him stretching her....... Soon she finds herself riding him like she had never ridden a cock in her life. Billy was so well endowed; she could get strokes that stimulated her in ways she has never felt. She became lost in herself as she tried things should could not do with a regular sized cock. Billy tries to fuck back but was having a hard time meeting her wild rhythms. She was so close to orgasm but Billy's awkward strokes were throwing her off. Frustrated she says with clenched teeth "Just sit there and enjoy, let me do the work!" He obeys. Regaining her rhythm, she works her hips and thighs. A bead of perspiration forms on her upper lip.

When it hits her, it hits her like a train, rocking through her body in tidal waves. She shutters on top of him with breaths coming in small gasps. She normally holds back but this time she has completely lost control, moaning and shaking as her body is overcome with pleasure. She quivers and shakes releasing noises that would make animals run. After what seems like hours, she comes out of her pleasure soaked trance. Her body weakened and shaking. She simply lays on top of him. She didn't even realize Bobby had an orgasm too. Too weak to move, she rolls off of him. She could feel his flaccid cock slip out of her. That was followed by a huge load of cum. No words were spoken; they held each other quietly. Pat drifted off to sleep.