My Best Friend's Mom

I lost my virginity to my friend's mom; she was 35, and divorced and still very good-looking. All the local hormonal teenage boys dreamed of what they wanted to do to her, me included - never knowing that I'd be the one to actually fulfill my fantasies.

The week before I joined the Royal Air Force, I called round for my buddy, but he wasn't in. His mother opened the door and told me he'd be back in around an hour and asked me if I wanted to wait. She was wearing a tight top and knee length skirt and looked fantastic, so what was I gonna do? Hang around for an hour outside waiting for him or sit staring at this gorgeous woman? Tough choice huh? She made us both a coffee, and we sat in the kitchen talking. After 10 minutes or so, she went to the bathroom, and I heard her calling, asking me to take her up a new lightbulb as the one in the bathroom had blown.

She had taken a small stool in there to climb on and take out the old one, and being the gentleman, I offered to put in the new one for her. As I was climbing down, the stool shook, and she grabbed my hips to steady me, my arms instinctively going around her shoulders. She looked up at me, noticing how my eyes were drawn to her cleavage, my heart racing as I felt her hands slip onto my ass. Instant hardon! She helped me down off the stool, and leaned forward, kissing me gently, as if gauging my reaction. When she realised there was no way I was going to pull away, she pressed her lips more firmly against mine, a soft moan escaping her. We stood there exploring each others lips and tongues for a few minutes before she took my hand, leading me to her bedroom.

My heart was racing - this was every young guys dream. She closed the door behind us, and made me sit on the end of the bed. I sat there mesmerised, as she took off her top, her full, firm breasts escaping from the top of her half-cut bra, her chest heaving as she slowly revealed herself to me. She unzipped her skirt, allowing it to fall to the floor; it felt like all my birthdays and Christmases rolled into one, this gorgeous woman standing there before me in just bra, panties and stockings! My mouth was dry just looking at her, and my cock felt as though it was about to burst from my jeans. She pushed me back on the bed and dropped to her knees, taking off my shoes and socks, before climbing on the bed and straddling my chest. My arms were pinned down by her knees, all I could do was gaze at the triangle of pale green material between her thighs, drawn taut by her legs being spread wide. I'd never been this close to a woman's pussy before; sure, I'd enjoyed the fumbling and illicit gropings that all teenagers practice, but this was the first time I'd been this close to a real naked pussy.

She reached behind her and unclipped her bra, sliding it off her shoulders, though covering her breasts with her hands as she pulled it off.

"Wanna see them?" she teased.

All I could do was nod as she slowly lowered her hands. Her breasts were round and proud, the nipples standing hard and erect; she was as turned on as me. I watched amazed, as she licked a finger on each hand, before circling each nipple with her wet fingers, making them glisten in the afternoon sunlight streaming through her bedroom window.

She shuffled backwards, straddling my thighs now, pushing my t-shirt up and off me. Taking my hands she placed them on her tits, the hard nipples grazing the palms of my hands. I hadn't realised how soft a woman's breasts were; my only previous touches were from slipping a hand inside a tight teenage bra; the feeling I got just caressing those bare globes of flesh was fantastic. Her head lolled backwards, a small moan escaping her lips, as I took her nipples between my finger and thumb. Looking down between her thighs I noticed a small damp patch appear on the front of her panties. I gasped as she reached down and touched the crotch of my jeans, stroking the bulge that was yearning to say hello to her. She smiled down at me as she unbuttoned and unzipped me, reaching her hand inside my shorts, her soft, cool fingers encircling me.

As quickly as I felt her hand take hold of me it was gone again - I opened my eyes, thinking I'd done something wrong, as I felt her weight ease backward off my thighs. She climbed off the bed, tugging my jeans down, reaching up to hook her fingers into the waistband of my shorts and drawing them down and off too.

My virgin cock sprang upwards as it was released.

"Well now" she said, "what's that?"

"I'm sorry Mrs. Emerson," I whispered...

"I think you'd better call me Wendy, don't you Garry? And this is your first time isn't it?"

"Yes Wendy" I replied, feeling myself blush.

She lay on the bed beside me, and lowered her mouth to mine once more, wanting to feel my young lips against her much more experienced ones. We kissed passionately, her tongue slipping into my mouth and coiling itself around mine, occasionally taking it into her mouth and sucking gently on it. I had never been kissed like this before. She lifted her leg across my thigh, the feel of her stockinged leg against my cock causing me to tremor.

"Have you ever touched a pussy Garry?" she breathed.

"Not really" I stammered, as she took hold of my hand, guiding it between her warm thighs. I marvelled at the silkiness of the material of her panties, feeling her hot moistness under my fingertips. She held my hand against her, before easing it into the top of her panties. She moaned as my eager fingers brushed her naked pussy for the first time, reaching down to push her panties down her thighs allowing me easier passage. My finger slipped inside her.

"Gently lover" she whispered, "gently..."

She lay back on the bed, pulling my head to her breasts, silently imploring me to take her hard nipple into my mouth, allowing me to explore my first naked woman. Her hips were rising against my hand as I stroked her.

"Do you know where a woman's clitoris is Garry?" she asked.

"No Wendy...please show me"

She reached down and opened herself to me, the hood above her clit easing back and revealing her hard little bud.

"Touch it Garry" she begged, "but softly, - a woman's clit is very sensitive,"

My fingertip slid along the length of her pussy lips until it found her clit, tentatively touching it. Her hips jerked at the contact - I leapt back in alarm!

"No!" she laughed, "it's Ok! It feels good!!!" I lay between her legs, my face level with the wonderful thing that is a woman's pussy. I was intoxicated - the sight, the wetness, the aroma, I wanted to taste it.

I was still gently touching her clit as I leaned forward and licked the inside of her thigh, just above her stocking top.

"Oh yes" she moaned, "just like that."

Feeling a little braver and intensely curious, I moved upward, my tongue tracing the line of her groin, but not yet touching her pussy. I could hear her breathing heavily as she reached for my hand, placing it on her soft tit.

She let out a short, sharp little gasp as my tongue flicked against her pussy, her hands taking hold of my head and holding it against her. And then I started to lick her lips, the impetuousness of youth causing her to have to slow me down several times. Her clit was quite big (as I now know - at the time I thought all clits were that size), and when I took it between my lips and sucked gently, my fingers still inside her, she came noisily. And so was born my love of cunnilingus.

She asked me to lie beside her as she got her breath back, amazed that I'd never gone down on a woman before.

"A little rough and enthusiastic, but a very good first attempt" was her verdict.

Apart from when she had slipped her hand inside my shorts, she still hadn't touched my cock, and I had a raging hardon, made all the more intense from seeing the pleasure that I had given her.

"You've earned your reward " she smiled, "have you ever had your cock inside a girls mouth?"

"No..." I whispered.

"Then stand up"

She moved to the end of the bed, sitting on the edge, taking hold of my ass and positioning me in front of her. She looked up at me, smiling as she saw my eyes close as I felt her cool hand cup my balls, her other hand finally taking hold of my cock, stroking slowly up and down.

"Open your eyes Garry" she ordered me; as I did, I watched as she opened her mouth and lowered it over the tip of my cock. I was in heaven - no feeling could ever better this surely.

She kept looking at me, as she alternately licked and sucked me; I was fascinated to see that she could take me in all the way to my balls! Mind you, I guess I wasn't "fully grown" by then! It obviously didn't take long before I felt the stirrings of my orgasm; she sensed I was close as I started to fuck her mouth, and I reached down to pull on her nipples. Suddenly I was there - the first spurt of my sticky cum hitting the back of her throat before she pulled me out, aiming the rest over her tits, finishing me off with her hand, strands of my cum covering her lips and breasts.

"Enjoy that?" she teased.

I was breathless and fell onto the bed as she carried on stroking my still hard cock.

"We still have another hour Garry" she whispered..."Want to fuck me?"

It felt strange to be lying there naked, with a woman old enough to be my mother, knowing that I would soon be fucking her. Even though I had only just cum, her gentle but persistent fingers still teasing my cock soon had me raring to go again...ah, the vigours of youth.

To my teenage eyes she was a Goddess; I lay on my side gazing at her body as she caressed me. Her breasts had a rosy tinge to them from her arousal, the nipples still standing proud. I leaned forward and took one in my mouth, nibbling, savouring the texture.

"Not too hard Garry" she breathed.

She took my hand and placed it on her swollen pussy.

"Can you feel how wet I am?" she asked."That's because I want to feel your cock inside me. "

She opened her legs - "Come on Garry, you're going to fuck your first woman now"

I clambered eagerly on top of her, my cock brushing her stomach. She lifted her knees, opening herself even more, and I gasped as I felt her hand take hold of me and hold it against her entrance.

"Now..." she breathed, "slowly, push forward slowly, that's it."

My cock was suddenly enveloped by a moist, warm, velvety glove, just the tip, then a little more, until suddenly I was all the way inside her.

"No! Don't move" she whispered as impatience revealed my inexperience," Just lie there..."

Telling a horny 18 year old boy not to move when he was in his first pussy was like telling a baby not to cry! She tried to take my mind of it by kissing me gently, her hands stroking the length of my back and ass. Impatience once again got the better of me though and I started to pull backwards, but inexperience again told, and I slipped out of her. With a little help I managed to find my way back inside. Almost at once I felt her hands on my ass, holding me still as I rested on my hands either side of her.

"Wait..." she commanded me; suddenly I felt a delicious squeezing sensation as she began rotating her hips. I stared down at her, watching enthralled as she took her bottom lip between her teeth, her eyes closed, still squirming beneath me.

"Now..." she breathed huskily, wrapping her stockinged legs around my waist, "fuck me NOW!!!!"

I started moving inside her wet pussy, my thrusts clumsy yet enthusiastic. I knew I wouldn't last long, even though I'd already cum once from her oral lesson. Fortunately she was almost ready to explode herself - her hand slipped between us and started rubbing her clit, pulling on her erect nipples with her other hand. I could feel my sap rising as my balls tightened.

"FUCK ME GARRY!!!!" she screamed; that was it - I pushed as hard as I could into her, feeling my juvenile spunk leaving my cock.

"Don't you DARE stop!!" she gasped, her finger working furiously on her clit - suddenly, her stomach spasmed as she arched her back, almost throwing me off as she came, noisily.