Giving My Step Mom What She Needs

"He is good to me, it's ..."

It wasn't just her that was struggling to come up with an excuse for my Father, I was as well. It was their third wedding anniversary, and he hadn't just forgotten about it, to add insult to injury, he'd called to tell her that he wouldn't be back until late. And worse, he didn't even have a good reason for not being at home on this special day. He was going out with some friends, when he should be here with Susan, my Step-Mom. And it wasn't the first time that he'd neglected her, in fact, it had become a regular occurrence. If he was to carry on like this then his marriage wasn't going to last. Like my Mother, she would eventually leave him for a better man.

"It's not a big deal."

While saying it, she'd shrugged her shoulders, and when she'd finished I got a big smile, but she didn't fool me. The deep sadness in her eyes told me, that really, it was a big deal. Seeing her like this was breaking my heart. I needed to do something that would make her feel better.

It was time to give her a big hug!

As I held her tight she gave me another smile, but this time it was genuine. She was a curvy woman, so hugging her felt good. My Father was a fool. It should be him, and not me, that was enjoying the embrace. She was forty years old, twice my age, but she was still an attractive woman. If she wasn't my Step-Mom then I'd be using all of my youthful charm to get her into my bed.

When I ended it, she sighed.

"You're a good Son, the best."

That was nice to hear, especially calling me Son, but would she have said it if she knew that I regularly jerked off while sniffing her used panties?

Ten minutes later, when I left her to go to my room, her mood had improved. However, later, when I went downstairs to make myself a coffee, her tear stained-cheeks told me that she'd had a relapse. That made me angry, not with her, but with my Father because he was the cause of this. She deserved to be treated a lot better than this.

"Is there anything I can do for you?"

The look on her face said yes, and she opened her mouth to tell me what it was, but then she changed her mind, suddenly closing it without saying a word. I was surprised to see that her cheeks were now flushed, was she blushing? Was what she wanted to say, something that was inappropriate? Thinking about what that might be sent a surge of excitement through my body. But that was short-lived, replaced by guilt because she was my Step-Mom. I shouldn't be thinking about her in that way. However, because she was so hot, sometimes I did. And lately, it was becoming a more regular occurrence.

Then I noticed it, but only because her eyes were fixed on it. It was a small bottle, and because she was staring at it, it must be important to her. I was curious.

While pointing to it, I said, "What is it?"

She didn't answer, instead she handed it to me. After reading the label on it I couldn't help smiling. It was massage oil, and unless I was mistaken, she wanted me to use it on her.

In a low voice, as if she was admitting to a guilty secret, she said, "I bought it for our anniversary. I wanted your Father to give me a massage."

I must be right. He wasn't here, so she wanted me to take his place. However, when she'd tried to tell me that, she'd lost her nerve. I could understand that. It was an intimate act, probably something that I shouldn't do. But it was just a massage, and she needed something to cheer her up, so I was going to agree to it.

"I can do it."

When her face lit up I knew that it was a yes, but then it suddenly changed. Despite wanting to, she was reluctantly going to say no. But I wasn't having that.

While giving her my best smile, and in my most commanding voice, I said, "And I'm not taking no for an answer."

There was a slight hesitation from her, and then I got an enthusiastic OK.

When I saw her I nearly laughed. Five minutes ago she'd gone to her bedroom to get ready. I'd just joined her, and what I was seeing was comical. She was lying face down on the bed, fully clothed. Only her arms, and her legs from the knee down, were exposed. I couldn't give her a good massage when she was like that.

"You're a bit overdressed for a massage," and then, to make it clear what she needed to do to correct it, I added, "Take everything off except your bra and panties."

For a few seconds there was an awkward silence, and it looked as if this would end even before it had started. Then she spoke.

"Silly me. Your Father says I don't have any brains."

That was news to me, and hearing it made my blood boil. She was too good for him. I loved my Father, but tomorrow he was going to get a stern talking to. Some men didn't know how to treat a woman, and he was one of them.

To give her some privacy, I looked away while she undressed. She was now back on the bed, face down, but this time just in her underwear.

Because it was her wedding anniversary she'd been smartly dressed. Her top was stylish, as was her knee-length skirt. Both of them were now on the chair that was next to the bed. But it was her bra and panties that she'd made a special effort with. She was a busty woman, so even though she was lying face down, her breast weren't completely squashed against the bed. From what I could see of it, her bra was extremely small. And her panties were the same, stretched tight over her ample hips and plump bottom. This was definitely underwear for a special occasion.

She was wearing them to excite my Father, but it was lucky me that they were really exciting!

As I massaged her shoulders, using the oil that she'd recently bought, I kept looking at her underwear. When it was time for her to turn over they would be very revealing, perhaps even more than when she wears a bikini. I couldn't wait, my cock was already straining against my trousers.

My hands were now on her back, slowly moving outwards. The sides of her big breasts were visible, and even though I knew that it was wrong, I had an uncontrollable urge to touch them. To caress them with a lover's touch. However, when I got close I was apprehensive. She was a calm person, slow to anger, but even so, suddenly touching her tits might freak her out. I should stop now before it was too late, but I wasn't sure that I could, even if I wanted to.

"That's nice."

Was that her subtle way of encouraging me to do more? With my heart beating rapidly in my chest, and my mouth suddenly dry, I decided to go for it, but cautiously.

I was progressing slowly, just an inch at a time, and while I was doing it I was waiting for her to speak. And the words would be harsh. Of course, I'd apologise, saying that it was 'accidental'. Hopefully, that would be the end of it, even though she would know that really it had been deliberate.

But she didn't speak, and now I was fondling her breasts!

Only a small part of them, but it was still exciting me more than I thought was possible. I wasn't a virgin. In fact, for a twenty year old man I was quite experienced. Good looks, inherited from my Father, and the confidence of having a big cock, meant that I didn't go long without having a girlfriend. So sex wasn't new to me, but this felt different. This was dangerous, something I shouldn't be doing, and that was making it special. As they say, forbidden fruit is the tastiest.

I was enjoying it, and she must be as well because she wasn't complaining. Then I went a little too far, too quickly.

"Please will you do my legs?"

I was such a fool, I should have been more patient. In my eagerness to get more of her tits I'd tried to push my hands under her, but instead of lifting her top up to help me, which is what I'd expected her to do, she'd resisted, and to make it clear that was the end of it, she'd asked me to move on and do her legs instead. I was disappointed, but thankfully she hadn't shouted at me, or insisted that we stop the massage.

My hands were now on her calves, but my eyes were fixed on her bottom. Most men would say that it was too big, but not me. As far as I was concerned it was just the right size, in fact, it was perfect. The success that I'd had with her tits had made me greedy. I wanted more, I wanted my hands on her peachy arse.

I was now concentrating on her thighs. Her calves were surprisingly firm for somebody that didn't work out at the gym. That wasn't so now, they were soft, as a woman's thighs should be. When I'd stopped touching her tits, my cock had gone to sleep, but because my hands were approaching her bottom, it was waking up. Very soon it would be back to its best.

When I got to the edge of her skimpy panties, this time there was no hesitation, my hands were quickly on her bottom. It made her gasp, and she was about to speak, but as my hands vigorously pummelled her plump buttocks, no words came out of her mouth, instead, she purred.

This was better than I could have ever hoped for, and I was making the most of it. I was touching all of it, even getting close to her pussy by putting my hand between her cheeks. And while I was doing all of that she was making appreciative noises. Then, when I started making a firm circular motion with both my hands, so that her pussy was grinding against the bed, she became even louder.

At the start of the massage my expectation had been low, perhaps a brief touch of an intimate area, probably her tits, but now it was higher. We might even fuck!

"I think we should stop."

On hearing that my cock suddenly lost an inch. If it was to end this way then it would be so frustrating. However, if I was going to lose, it wouldn't be without a fight. I was going to try my best to get her to continue.

"You're right, it's time to do your front. Turn over."

I got nothing back from her, so I spoke again.

"Hurry up."

This time I got a reaction. She started moving, not so that she could get off the bed, but to do as I'd asked.

She was now ready, but I was taking some time to admire the view, and what a view it was. Her bra was indeed small, it only just covered her nipples. Her breasts were large hills with a deep valley between them, and most of it was on display. It was taking all of my self-control to stop myself from ripping her bra off and feasting on her big tits. My Father not being here might be a blessing in disguise, because if he was to see her like this, aged fifty five, it might have given him a heart attack!

My first touch was on her shoulders, but it wasn't long before my hands were on the start of her breasts. It was still innocent, but if I moved further down then it wouldn't be. But as they say, fortune favours the brave. I took a deep breath, and then I went for it.

I was now smiling, and there was an impressive bulge in my trousers, but she couldn't see any of that because her eyes were closed. Her not being able to see me was making me bolder. I was convinced that her closing them was her way of subtly giving me permission to play with her big tits. And that, enthusiastically, was what I was going to do!

I quickly got to her bra, and it must be my lucky day because surprisingly there was enough stretch in the material for me to easily push it down. Her tits were now out. Two melons topped with cherry-sized nipples. What had happened between us before could be thought of as a minor indiscretion, but not anymore. We'd just crossed a line, and there was no going back. Our relationship had now changed forever.

Her nipples were big, but the attention I was giving them was making them even bigger. One of them was being rolled between a finger and thumb, and it was giving her pleasure, but it was the other one that I was sucking on long and hard, that was exciting her the most. It was making her squirm.

As good as this was, after switching nipples several times I wanted more than just her impressive breasts. I wanted what she had between her legs. But when I tried to put my hand there, there was no cooperation from her, her legs remained closed. I swore under my breath, and then I tried again, but this time with more determination. And it worked. She opened them for me, and not just tentatively. They were wide open, as wide as they could be.

My fingers were now all over her covered pussy. I was desperate to explore every part of it. The thin material of her red panties was in the way, but for some reason that seemed to make it more exciting. Inside that thin material was the best present that she had ever given me, and the anticipation of having it was driving me crazy.

I now knew where her opening was, and the location of her clit. And from the bulges in her panties it was obvious that she had meaty lips. It was time to remove her underwear so that I could fully enjoy her sweet pussy.

"Close your legs so that I can take your panties off."

She did, and at the same time she opened her eyes. That startled me, and I had to look away. But that was silly, so I met her gaze. For the next few seconds we locked eyes, and when she smiled I did as well.

Then she said, "We've got this far so we might as well continue."

I just nodded, and then I quickly pulled her panties down. They got tangled around one of her ankles, and that made her laugh.

Her legs were open again, but this time her pussy was exposed. I was seeing something that only my Father, or her gynaecologist, should see, and it was a thing of beauty. Her lips were indeed large, and her opening was so inviting. Just looking at it was making my cock twitch. And I now knew, with absolute certainty, that we were going to fuck. But that was for later, after I'd fingered her.

I started with just the tip of a single finger, with it I teased her opening. However, that was never going to be enough for her, so when she started pushing against it I gave her what she wanted, it deep up her pussy. She purred as it easily slid into her wet opening. When I added a second finger it made her moan. That was quickly followed by another one, and this time she gasped when it was in up to the knuckle.

"I wish your Father would be as eager as you are. It must be at least two months since we made love, and it didn't last long." Then, after giving a deep sigh, she said more. "And I didn't come."

That was sad, she had needs, needs that he wasn't satisfying. I was now determined to give her my A-game. To make her reach it with my fingers, or my tongue, and then to give her a second climax with my big cock.

I've never been with a woman that didn't like being fingered, but she didn't just like it, she loved it. While I thrust my fingers in and out of her sweet pussy, the expression on her face was of sheer delight. She was the cat that had got the cream. And when, with my other hand, I started rubbing her clit as well, it was as if a button had been pressed. The noise suddenly became off the scale and she started to squirm almost uncontrollably.

A minute like this would have been impressive, but somehow she managed five before getting there. By that time, my fingers were going in and out of her like a piston, and the one that was on her clit was rubbing so fast it was a blur.

When she suddenly shouted out, "Fuck, I'm going to come," I smiled because it was job done.

And then she did, with an intensity that took me by surprise. But it shouldn't have, because she was getting rid of all that pent up sexual frustration that had been building up for weeks. When it was over she looked exhausted. Now I was worried. Was one climax enough for her? Then she laughed, and I couldn't understand what was so funny. Then she spoke and I got an explanation.

"Your face is a picture, I can tell what you're thinking. But don't worry, we're not going to stop until you've fucked me with your big cock."

That was a relief, but how did she know that I'd got an impressive member? Before I could ask, she told me.

"It was Caroline. She said you had eight inches."

I should have guessed that it was her. She'd briefly been my girlfriend, and she'd been up for anything. What she didn't know about sex wasn't worth knowing. I'd learnt a lot from her. And she didn't just like doing it, she was always eager to talk about it, so her telling my Step-Mom about my cock wasn't surprising. When she left me for a much older man, who was a millionaire, I was gutted, but I'd wished her well.

And if I ever see her again, I need to thank her for adding an extra half an inch to the size of my cock. It's big, but not as big as she'd told my Step-Mom!

So thankfully it wasn't over, but she needed a few minutes to recover from her impressive climax before she was going to be ready to fuck, and I liked her suggestion for how we could spend our time until then.

"Would you like me to suck your cock?"

That got a yes from me, so quick that it made her laugh. While I undressed she was watching me, and when I got down to my boxers she was staring at my crotch. As I lowered them she leant forward, eager to get a better view of it.

When it was exposed, standing proud, I thought that she might gasp. She didn't, but it did make her smile. I was going to have to be satisfied with that. She hadn't complimented me on it, but from the attention that it was now getting from her it was obvious that she liked it.

Her hand was slowly moving up and down the shaft, she wasn't stroking it she was caressing it. And she kept stopping so that she could lick and suck the head. After a while it got too much for me.

"Put it in your mouth, as much as you can."

She did, but she made me wait for another minute before doing it. But it was worth the wait. This was good because she was taking in a lot of my cock without gagging. And very soon it got too good.

"You need to stop."

Instead of stopping she speeded up. Now it was too late. When I started to spurt she kept my cock in her mouth, eagerly swallowing all of my hot cum.

After licking the head of my cock, to make sure that she'd got all of my seed, she said, "I'm ready to fuck."

I had to smile. Yes, I was a horny young man, more than capable of coming again, but not straight away. I needed some stimulation to make it hard. And I knew what would do the trick.

"OK, but first I'm going to go down on you."

That got a squeal of delight from her, so it was obviously a yes!

As my mouth and tongue started to explore her pussy, she said, "I can never get your Father to do this."

What was wrong with him? Her pussy tasted divine and the smell of it was intoxicating. If I was her partner then I'd want to do it every day.

What I like is large labia, and she was certainly well-endowed. They were perfect for sucking on, and of course, that's what I was doing now. My mouth was full of her meaty folds. Does life get any better than this? My mistake, it will, when my big cock is deep up her hot wet pussy!

It wasn't just me that was getting excited, she was as well. Now she was moaning almost continuously. It was time to move on, it was time to fuck.

When I raised my head she tried to push it back down, but I was too strong for her. She was about to complain, but then she realised why I'd stopped. Her frown was now a smile, perhaps the biggest I'd ever seen.

I wanted her on all fours so that I could go deep into her, but that was ambitious for a first time, so instead, it was going to be missionary. Hopefully, there will be a next time, and that's when we can do it with me fucking her hard from behind.

She was now on her back with her legs wide open. As the head of my cock pushed into her wet pussy, I lifted her legs up, and I continued doing it. By the time I was deep into her they were up to her shoulders.

"Fuck, it's so big."

It had been said while she was grimacing, but after smiling, she added, "But don't you dare take it out!"

So for her, it was both uncomfortable and pleasurable, with pleasure winning out. But how was it for me? It was all pleasure, and why wouldn't it be? Her pussy was as it should be. It was hot, wet, and tight. And to add extra spice to the occasion, she was my Step-Mom!