My Best Friends Mom 13

When i was in 8th grade I started to hang out at my best friend's house. I had known him since pre-school and we were real close. His mom is a cute older woman. She is about 5'4 with short, shoulder length, brown hair, 36c tits and an average body. She only really has one problem she is really annoying. She enjoys talking and usually annoys us when she talks because it is about stupid stuff.

I dealt with it all through middle school and high school. Me and my friend finally were about to graduate high school. Both of us were 18 and eager to get out into the real world. Neither of us had had sex before, not because of lack of opportunity but because we were kinda shy and afraid of being caught. However we had plans to rent an apartment after we graduated and then start to experiment. I however, got my first action in his very house.

I am a tall red head, with a cute smile and very well built. I was with the same girl all through high school but had never gotten past kissing her. She was beautiful but we never really had the opportunity to do anything sexually, because my parents are always home and she is one of seven kids so we were barely alone.

One day I was at my house when I received a phone call from my friend's mom, Janet. She needed help with some house work and wanted to know if i would help her. I agreed to since I knew her husband and my friend were out on a college visit. I headed over dressed like a scrub expecting to do work in the yard or something. Little did I know what she had in store for me.

I walked up to the front door and rang the door bell, Janet answered in a towel as she had just gotten out of the shower. I had always had a crush on her and the sight of her still damp and in a towel gave my dick a rise. She said she had some work for me in the bedroom moving some old furniture. She explained what she wanted to do and I got to work. Then to my amazement she turned and got dressed right in front of me. She had her back to me but i still got a raging hard-on from the site of her ass and bare back.

After she was dressed and I had finished moving the furniture we went outside and did some yard work. It was a hot day in July and we both got pretty sweaty. When we were done she brought me in for some lemonade. We got to talking and she asked if I wanted to take a shower to cool down. I said sure not thinking anything of it since I had showered many times there before.

I went to the bathroom and started to undress, suddenly the door opened and in walked Janet! I was already naked and covered up in shock. "Here is a. . . OH WOW. . . towel." She just stared at my naked body as I tried to cover my growing cock. I had trouble with this though because I am very well hung. She eyed me cock and started to lick her lips. I suddenly realized she wanted to have my 8 inch cock. I start to move my hands to show her my huge cock. She slowly started to walk towards me her eyes fixed on my boner.

"You like my cock?" I asked. "Oh God yes, Ben, It the biggest I have ever seen!" she said very dreamy-like. "You want to play with it, Mrs." "Please call me Janet," she cut in, "and yes I would love to play with your beautiful cock and shove it down my throat."

With that she kneeled in front of my and took off her shirt. She ran her hands across my dick which sent shivers up my spine. She started to kiss the head of my cock before taking the first 3 inches in her mouth. She swirled her tongue around my cock and jerked off the rest of it with her hand. She slowly stuffed more of it down her mouth till I felt my dick against the back of her throat. She had almost my whole dick in her mouth before she started to bob up and down on it. I reached down and started to guide her head up and down my long shaft. I was about to explode. "Oh God Janet! I am gonna cum!" "Give it to me Ben! Shoot your load in my mouth!" she said between sucks. She stared into my eyes as they glazed over and I started to unload my first batch of cum down her throat. I sent a few more shoots down her throat before I pulled out and finished cumming on her face.

She stood up and cleaned off. I walked over to her and we start to kiss, our tongues deep in each others mouths. I reached around and unhooked her bra. It fell to the floor and I got my first glimpse of her beautiful breasts. I started to kiss her neck and made my way down to her tits. I sucked in one of her nipples and started to suck it. It became very hard in my mouth. With my hands I started to undo her pants before pulling both her jeans and her panties down. She noticed my dick was hard again and said, "Sit on the toilet and I'll show you a real good time."

I rushed to the toilet and sat down she walked over sexually and straddled me, my dick sticking in her ass crack. She kissed me deeply before swiftly grabbing my dick and shoving it in her pussy. She started to ride my huge dick. She was tight and I found out later she hadn't had sex for a long time. As she rode me she moaned so loud I thought the neighbors could hear her. Suddenly her body tensed up as she began to cum. The feeling of her pussy clamping down on my dick sent me over the top, as I shot my load deep into her hot pussy. "Fill me with your cum Ben!" she yelled. "Oh god Janet! YESSSS BABY!" I yelled as I shot the last of my load into her pussy. She leaned against my chest panting as she came down from the high of her orgasm.

We made our way to the bedroom and cuddled in her bed. She began to talk about stupid stuff and started to annoy me. Being a little bolder now I told her to shut the fuck up and suck my dick, which she did willingly and after I cam down her throat again we feel asleep blissfully in each others arms.