Mom and Her Best Friend.

Note : This story is completely fictional!

42 years ago, when I was 18, we lived next door to my mother’s best friend. She was a widowed nurse named Linda West who never remarried. I called her Ms Linda. She held me when I was a newborn. Babysat me when I was a child. I always helped her around the house. Cut her grass. Washed her car and did whatever I could do to help her out. I always heard Mom talk about how she never went out or had any men friends. She was very attractive for her age. I never thought of her but anything more than an Aunt per se. My father passed away that year so my mother had to go back to work and occasionally had to work weird shifts.

Ms Linda would let me sleep over at her house on Saturdays. She would fix us dinner and we would talk about things and watch late movies. She was very cool. I could talk to her about anything. I was at the age that I was starting to wonder about girls and sex. The only thing I knew was what I saw in my older brothers Playboy magazines. I did see a stag film once that I found in my father’s things. I took it to a friend’s house and we watched it on his projector. I experienced my first full erection that day but I couldn’t do anything about it there.

That Saturday, I stayed with Ms Linda as usual. We had dinner and settled in to watch the weekly horror picture on TV, which wasn’t very good. I would always lay my head in her lap when we talked. She said to me “What do we talk about tonight?” After a brief pause I said, “ Ms Linda, can you teach me about girls?” She stiffened and sat me up and said, “What do you want to know?” I said “Everything!” Well she looked at me for a while and put her hands on my face and said “ David, you should talk to your Mother about this.” I said “I tried but she is always too busy working and sleeping.” I told her I had seen girls in Playboy and I told her about the stag movie I watched and that it gave me a funny feeling down there. She said, “Let me think about it this week and we’ll talk next Saturday.”

I couldn’t wait for the next Saturday to arrive. My mother went to work and I went next door to do my chores and Ms Linda didn’t say a word to me all day. I thought she was mad at me so I didn’t talk either. At dinner she asked me what was wrong and I said, “I think you’re mad at me “. She got up and came around the table and got on her knees and held me and said, “no, no sweetheart, I’m not mad at all. Just thinking.” We finished dinner and did the dishes and played a game as usual. We finished and she said, “OK, it’s time for baths!” Ms Linda always went first and would take forever soaking. When she was done she said OK Bub, it’s your turn.” She followed me in to the bathroom and she had drawn a bubble bath. I said, “Boys don’t take bubble baths.” Ms Linda said just get in and I’ll get your towels. The light was off and there was a candle burning. When she came back in I was in the huge claw foot tub covered in bubbles up to my chest. She put some towels on the floor and kneeled down by the tub. I said Ms Linda, what are you doing? She said it’s time for us to talk about grownup things. She said from now on when you’re in my house you can call me Linda. When you’re here I’m not just your Moms friend, I’m your friend too. She grabbed the sponge and started squeezing soapy water over my shoulders and talking to me about girls and how I should be careful around them because it’s very easy to get into trouble. Linda continued to wash my back and arms and chest with the sponge. I felt very relaxed around her. Finally she said to stand up and I gasped and said no! She said David I’ve given you a bath lots of times before! I said not since I was a kid! She said there’s nothing to be embarrassed about.

I’ve seen lots of boys in my line of work. She said, are you getting that funny feeling down there again? I looked at the bubbles and shook my head yes. She said I understand. You can stand with your front to the wall and I’ll just wash your butt. I stood as she said, shaking like a leaf, while she washed my legs and behind. It did feel good. Linda said, Ok, turn around, I said I couldn’t! She asked me if it was getting bigger and I shook my head yes. That’s OK sweetheart, just turn around so I can wash you there too. I slowly turned around in the candlelight and Linda gasped as she saw it. I thought something was wrong and covered myself. She said no, no sweetheart, everything is OK. I just wasn’t expecting it to be that big. She took my cock in her hand and ran the soapy sponge all over it. She said you must always keep this very clean. I was just starting to grow hair down there. She washed my balls with the warm soap and it felt so good. I just closed my eyes and let her do it. She said does it get big often? I said only when I look at girls in magazines. She asked what I did about it and I said, in the film the guy was moving his hand up and down on it and then he screamed and a white liquid would shoot out of the end of it. Linda said, well that’s called sperm and that’s what makes babies. That’s why you have to be careful when you’re with a girl. All the while she was stroking my cock with her soapy hand and it was starting to feel very good.

She said, do you want to see the liquid come out? I said yes. She said hold on to the towel bar and I’ll show you how to do it. She was stroking my cock with her left hand and was rubbing around my ass with her right hand. I was no longer embarrassed. She said when you feel like you’re going to explode tell me. It’s called cumming and all men do it. She jerked me faster and I said I think its time. She started jerking harder and started rubbing my asshole with her fingers. My hips started jerking and she said come on sweetheart that’s it, cum for Linda. And boy did I. I squirted the length of the tub once and then 3 or 4 smaller squirts as she rubbed. My knees buckled and she held me up all the while jerking me slower and moaning very low. She said, how did that feel sweetie? I said it was great! She said, now you know how to do it yourself. I sat down in the tub again and Linda said, let’s dry off its almost time for the movie. I stood up again totally unashamed and let her dry me. She kissed me on the cheek and said, get on your pajamas and I’ll make the popcorn.

I poured the Cokes and we went into the bedroom where the TV was. I in my pajamas and Linda in her bathrobe as she always did. I said, what’s the movie tonight? When she turned it on it wasn’t a horror movie as usual but some kind of love story. I said Ms Linda; this is a girly movie. She said, we’re going to watch this and it will help you learn how to act around girls. The movie was so boring but we lay against the pile of pillows and watched as always with her arm around me. It got to the kissing scene and I stuck my finger in my mouth and acted like I was gagging. Ms Linda laughed and asked me if I’d ever kissed a girl and I said just Mom. She raised up and said come here. She pulled my face to hers and kissed me on the mouth for what seemed like a minute. When she pulled away she looked at me and said, well how was it? I said OK. This time she said open your mouth a little and when you feel my tongue, rub yours against it. I did and I was really starting to like kissing. This went on for a few more minutes. Ms Linda said, I think you’ve got it, now you kiss me. I did just as she did to me and it was wonderful! I was like a kid with a new toy. This went on until she said, OK, enough kissing for now. Next lesson.

Ms Linda got up and turned off the TV and lit a candle on each side of the bed. I could barely see her. She knelt on the bed in her robe and told me to get on my knees in front of her. She kissed me lightly again and asked have you ever seen a woman’s breasts? I said only in the magazines and once when my mother was getting dressed. Then she kissed me again and started to loosen her robe and exposed her chest to me. I took a deep breath and could feel my cock getting hard in my pajamas. Ms Linda cupped her big breasts in front of me and said did they look like these? I said, no yours are bigger. She cupped them and rolled her nipples between her fingers and made them hard. She said, would you like to touch them and I leapt towards her chest. She stopped me and said, go slowly sweetie. We have a lot of time. I reached forward and held each breast in my hands. They felt so warm and soft. She said, now, start to massage them slowly and softly. Don’t squeeze them hard. I did as I was told and it was so wonderful. I couldn’t believe this was happening to me. She said, now take my nipples in your fingers and twirl them between your fingers slowly. I did and she started to moan and I said are you OK Ms Linda and she just said wonderful! Next she told me to take off my pajama top and lay down. She crawled over me until her breasts were at my face. She said, open your mouth honey and as I did she lowered a nipple into my mouth and said now suck on it like you would a sucker. Not too hard she said. Now rub your tongue against it. I did and it got huge in my mouth. Ms Linda was moaning more and more and changed breasts and I sucked on the other one till my mouth began to get tired. She reached down and squeezed my cock, which was about to explode and I could feel a wet spot on my pants. Linda said oh my, he’s getting big again. She got up and went to the bathroom and came back with a towel. She said take off your pants and get on your knees in front of me. I hesitated a little and she said David, do you trust me? I said Yes. Do you love me? Yes again. Then do as I say. I did as she said and got on my knees in front of her fully erect. It felt bigger than ever. She spread the towel out in front of me and reached down and held my cock in her hand. It almost jumped out of her hand. She said my, it’s so hard. She started to stroke it slowly and said, I want to watch you do it. I said do what. She kissed me and whispered, I want to watch you make yourself cum. She leaned back and said go ahead, just like I taught you. Jerk it for Linda. Somewhat ashamed I wrapped my fingers around my cock and started jerking it like a monkey. Ms Linda said, slow down honey. You want it to last a long time when you’re with a girl. I slowed down and it did feel better.

Ms Linda opened her robe all the way but she was on her knees too and I could only see a little bit of hair peeking out. I stared at her breasts and stroked slowly. She said do you like how Linda looks and I said I love the way you look. She said to me, whatever I do or say don’t stop stroking you cock, OK? I shook my head yes, wide eyed. She took off her robe and lay on her back and put her legs on each side of my knees. I could see her entire patch of hair. I was about to explode and Ms Linda said are you going to cum and I shook my head and she grabbed my cock and squeezed the end very hard until it hurt. I said why’d you do that and she said to stop you from cumming too soon. Now start stroking again. I did and looked at her body lying in front of me. She rubbed her breasts with one hand and lowered her other hand to her hairy patch and started rubbing herself. I said what are you doing? She said I’m rubbing my pussy. I’m going to cum with you. I watched and stroked my cock slowly as she taught me. She put one finger inside her pussy and said, lean forward and open your mouth. Then she took the finger out and put it in my mouth and said, taste it. You should know how a woman tastes. It was both sweet and salty. I said, can I touch it and she said no not this time. Maybe, next Saturday. Right now I want you to do exactly as I say. Get up on your knees and move in close. Tell me when you think you’re going to cum and when you do I want you to cum on me. I said but it will get all over you and she said I know that’s what I want. When I feel it on me it will help me cum too. We both stroked together and as I said I was ready she raised her legs back and said OK baby cum on me now. I almost passed out it exploded so hard.

The first squirt went all the way up her chest and onto her face and she started moaning loudly and pounded her fingers into her pussy. The rest of the cum landed on her breasts and hand and Ms Linda screamed like she was hurt. I stopped and she said please don’t stop and she took my cock in her hand and rubbed it against her pussy and she screamed again and I could feel hot juice come out of her and onto the towel. I just sat there and watched her squirm and moan. She reached for me and pulled me to her and kissed me long on the mouth and I laid on top of her for a long time feeling our hearts beat and feeling my cum between us. She still had cum on her face and I reached for the towel to wipe it off and she said don’t, I like it. Then she wiped it with her finger and put it in her mouth and said it tastes so good. I said, what does it taste like and she got some off her breast and put it to my mouth and said here, you should know what it tastes like and put her finger in my mouth. It was very salty but not really bad. We were both exhausted and I put my pajamas back on and Ms Linda put her robe on. I couldn’t stop thinking about what just happened to me. I was sitting on the edge of the bed when Ms Linda came back in and she came up to me and held my face in her hands and said David do you still love me? I said yes, why? She said you must promise me to never tell anyone about our lessons or I’ll get in very big trouble OK? I said I promise Ms Linda, I love you and would never hurt you. She said OK. Let’s get to bed, we have to get up early. We got into bed and she kissed me good night. I said I can’t sleep Ms Linda. She said I told you when you’re here it’s just plain Linda. Then she opened her robe and said come here sweet baby and suck on Linda’s breast. I lay on her chest and took the nipple into my mouth and sucked gently. She said, you used to do this when you were a baby and kissed me on the head and I fell asleep with her nipple in my mouth.

I awoke Sunday morning as usual to the smell of cooking bacon. I got up and went to the kitchen and Ms Linda, I mean Linda was at the stove in her robe and I went up behind her and put my arms around her and hugged her and my hands went to her breasts. She slapped my hands and said David, no. You must never do that unless we are in the bedroom. Your mother is going to pick you up and she might see. Now you must promise me please. Never do that or anything else in public to let anyone know what we are doing. I could go to jail. Please promise me! I promised but I said I couldn’t stop thinking about last night. She said I know honey but we must talk of it only in private. We ate breakfast and all the while I was staring at Ms Linda’s breasts as her robe was gaped open.
I thought of sucking on them while I ate. My cock strained at my pajamas. Ms Linda said OK we need to get dressed and get to work so let’s get at it Bub. She started to walk to the bedroom and turned and said are you coming. I said in a minute. She sat back down and said David, look at me. Is it getting big again? I shook my head yes, Ms Linda said I thought so, I saw you staring at my breasts. She took my arm and said come with me young man. I knew I was in trouble. She sat on the bed and said, get over my lap mister and she proceeded to pull my bottoms down and spanked me with her bare hand. She spanked me for a full minute till my ass was raw. Actually it felt good and made me even harder. She rubbed my ass and said you must learn to control yourself around me in public and not get hard or you will spoil everything. I said, I’d try to Ms Linda. I just love you so much.

She said I love you too but we must be careful. Now stand up. As I did my cock flopped out and Linda said Oh David! What am I going to do with you? I said, please help me cum again. Please. She looked at her watch and said OK but be quick about it. I lay back on the bed and she took my swollen cock in her hand and started to jerk it up and down. She moved to my head never letting go and let her breasts hang in my face and I reached up and took a nipple in my mouth. I sucked and sucked and felt the feeling building in my cock. Linda felt it too and said, that’s it baby cum for Linda. I moaned and let go again and it was spurt after spurt as she milked my cock. Linda said My God where does it all come from. She milked the last drop off my cock and sat up and licked her hand. And said umm just what I needed. She leaned back down and kissed me and said I love you sweetie, now get dressed! I spent the rest of the day doing yard work with Ms Linda and smiling all the while. My Mom was home so I was very careful to stay away from Linda so I wouldn’t get hard. Linda was trying to carry a full garbage can to the back and my Mom looked out and yelled at me to go help Ms Linda. I ran to help and as we carried it Linda whispered to me, don’t jerk off this week baby. I want you to save it for me till Saturday. I have something special planned for you. Now go, before you get hard. I whispered I love you and ran to the house for supper. I know she was smiling too.

The week seemed to take forever to pass. I was the only one left at home and I tried to help Mom as much as I could around the house. She would hug me and say what a sweet boy I was and that she was sorry that she had to work so much. I said that’s OK. Do you have to work Saturday again? Yes, a double shift. I can use the overtime. I’ll see if Ms Linda can watch you again. I hate to ask her so much. Pretty soon you’ll be big enough to stay by yourself. I said Mom how long have you known Ms Linda? For a very long time. I said so she’s your age. Mom said no she’s five years older than I am. So, that makes her fifty, right? Yes she said, why. I said just wondering. She said you like Linda don’t you. I said yeah, she’s pretty cool for an old lady. But she works my butt off when you’re not here. Mom said, well that’s good for you. Keeps you out of trouble. Saturday finally arrived and I was beside myself. Linda was out in the yard working as usual and she yelled for me to come over and help her. It was almost time for Mom to go to work so I went on over. Linda was planting tulips and I walked up and stood there and looked down her blouse. She said David! I know what you’re doing now get down here and stop it. I said if I don’t will you spank me again! She glared at me and said get down here now! She said you’ve got to stop doing that outside. Someone is going to hear you. I said I was sorry. Linda said, if you don’t stop it I’m going to stop Saturday lessons. That was enough for me. I said I promise. I whispered do you still love me? She said of course I do. Now help me with this can. As we walked to the back she said, have you jerked off this week. I said no ma’am. I did like you asked. That’s my baby she whispered.

Mom left for work at 3pm and yelled for me to go next door and I said awe Mom can’t I stay home once by myself. She said no way Jose. Get next door. Linda came to the door and said don’t worry Betty, I’ve got plenty for him to do. I’ll wear him out. Mom said thanks Linda. We went inside and waited for the car to leave and Linda shut the door and closed the curtains. She turned and looked at me with her hands on her hips and said Come here baby. I flew to her arms and we hugged and kissed for minutes. She said I sure missed you this week. I said, me too. We were both pretty dirty so Linda said help me move some things to the basement and then we’ll take our baths and get ready for dinner. We finished a few hours later and Linda said, let’s eat first and then take our baths I’m starving. We finished dinner and Linda went in to take her bath as usual and after about ten minutes she called to me to come there. I looked in and she was lying back in the tub covered in bubbles up to her neck with just her nipples sticking through the suds. My eyes were as big as saucers as I looked at her. She just had the candle burning. No lights, which I hated because I couldn’t see her but she said women, liked that so I listened to her. She said, do you want to get in? I kind of kicked the floor and she said its OK, we’ll save water. I took off my dirty clothes and stepped in the tub and Linda said wait a minute, turn around. I did and she said I never cease to be amazed at how big you are and she reached for my cock as I sat down in the warm water. She stood up and said now it’s your turn to wash me! I said what do I do and she said just the same as when you wash yourself. Just do it softer. I got on my knees in the tub and took the sponge from her and started washing her back and arms and down her legs and each foot and up the inside of her thighs. She said it felt really good to be washed by someone else. I said I know! She said now do my butt. I rubbed the sponge on her cheeks and she said no! My entire butt. She bent over and spread her cheeks apart and I could feel myself blush. In the candlelight I could her see her brown hole. She said now scrub it good and get it clean. I did as I was told. Then she said get some soap on your hands and rub my asshole. Her language startled me but I did. Now wash it good with your hands. I rubbed my fingers over her ass and got it very soapy. She said, David, do you love me? Yes I said weakly. I want you to put one of your fingers in my ass. Now! I put my index finger to her asshole and pushed. The soap made it slide in all the way to my knuckle. I just couldn’t believe this was happening to me. My cock could cut diamonds by this time. Linda moaned as it went in and said OK baby, now move your finger in and out slowly. I did as I was told and Linda moaned with every stroke. Not too fast she said. Slower baby. Now reach under and wash my pussy. With the other soapy hand I started washing her hairy patch and stroking her ass with the other. She said OHHH that feels so good.

So there I was almost 19 years old, giving a 50 year old woman a bath. One finger in her ass and the other washing her pussy as she was playing with her nipples. She leaned farther over and grabbed the edge of the tub and said make me cum baby! I said I don’t know how Ms Linda. She gasped just keep rubbing my pussy and shoving your finger in my ass. Her ass was meeting every push of my finger and finally she said OK baby when I cum you’ll feel my ass tighten around your finger. When you feel that, push it in harder and faster and rub my pussy harder. She groaned to get ready. I felt her ass tighten and I fingered her ass as hard and fast as I could. She let out a loud groan and squirted all over my hand again and said now push it in all the way and hold it in. I did and then she said now wiggle your finger and I did and she let out another groan and tightened on my finger again and squirted again. She sank to her knees with my finger still in her ass and tried to catch her breath. I took my hand away from her pussy and started to pull out my finger and she said wait, pull it out slow. I did and she sucked a breath in and slumped in the tub. The water was getting cold by this time so I ran some more hot in the tub and made more suds. Linda was leaning back on the tub with her hands covering her face crying and I crawled forward and moved her hands and said are you OK! Did I hurt you? She just said, no baby, you didn’t hurt me. It’s just no one has done that since my husband died. It just made me sad that’s all. I took her face in my hands and kissed her the best I could. Her warm tongue went in my mouth and I sucked it in. I could feel her moan as I sucked. I raised my face and said, please teach me everything you and you husband did together. I want to learn. She said Oh baby, I’ll teach you everything I know. I sat back and we soaked for awhile longer and talked about the stag film. She wanted to know what else was in it. I said well there was a part where the man stuck his penis in the woman. There was a part where he stuck his penis in her mouth. Go ahead she said, tell me more. Well I said, he had his face in her hair down there. Linda said you can say pussy, it’s OK. What was he doing I asked? Later she said. Now lets get you washed. I stood up and Linda soaped me all over, turned me around and said bend over a little. Then she washed my ass and said we have to get you good and clean back here. She dropped the sponge and used her hands on my cock and balls and rubbing my asshole. I was about ready to explode. Then it happened. She said bend over farther and when I did she took my cheeks and spread them apart and touched the tip of her tongue to my asshole and pushed. I jerked up and she said it’s OK baby come back here. I did and she proceeded to run her tongue in and out of my asshole.

I was close to shooting my load and she knew it. She giggled and said I thought that would get you going. She turned me around and with her soapy hands proceeded to jerk me off. She leaned forward and said cum on Linda’s face baby. I shot so much cum on her face it seemed to run down like icing on a cake. Oh yes she said. Give it all to me baby. Then she rubbed it all over her face and licked her fingers clean. We rinsed each other off and dried each other and dressed for bed. We made the usual popcorn and cokes and the movie was It Came From Outer Space. We actually watched the movie this time, but Linda said let’s watch it naked! I yelled OK! We got undressed and got under the covers and her warm body felt so good against mine. We ate popcorn and Linda’s breasts were exposed so I would lean over and kiss the nipples and she would slap me and say get away boy! I’d say I’m no boy! And she’d say you sure aren’t baby and kiss me. After the movie ended we sat in the middle of the bed and Linda said what do you want to learn tonight. I said I heard some boys at school talking about blowjobs. What is a blowjob? She grinned and said well you remember in the movie where the guy had his penis in the girls’ mouth! That’s a blowjob! It’s also slang for oral sex. Would you like me to give you one? I tried not to act too anxious and said hesitantly, I guess so. Ok she said lay on your back but after we’re done you have to return the favor. I said what do you mean and she said, you’ll see.

I lay on my back and Linda took my soft cock in her hand and began to stroke it up and down. Slowly she stroked and rubbed my balls till I was totally hard. Are you ready she asked? I said yes and she lowered her head to my cock. I watched as her tongue flicked out and licked around it as she stroked it. Feel good she asked. I could only nod my head. Then I watched as her whole mouth went around my cock and slowly slid down the entire shaft. I could feel it hit the back of her mouth and she gagged a little and coughed. She continued to go up and down on my cock and stroking it and playing with my balls. I watched her big breasts sway with her motion. I reached under and played with them as she sucked me. She raised up, still stroking and said are you ready to cum yet? Yes! I moaned. She said, well! I want you to cum inside my mouth. My eyes rolled back and I said are you sure Linda. She said when its time just let go and let me do the rest. She knew I was ready and started jerking faster and sucking harder and I exploded in her mouth. She took every drop and swallowed it all and licked me like it was a lollipop. I collapsed on the bed and she just smiled and continued to lick me and milk my cock. She wanted it all. She crawled up and kissed me and said are you OK baby. I said very OK. She said, well! We lay there for awhile and I asked her about her husband. I was only 5 when he died and I remember he was very big and used to pick me up and throw me in the air and catch me. Usually made me sick and I think he knew it. Linda got teary eyed when she talked about him. I said was he big down there and she laughed and said about your size. We laughed and I said did you do it a lot with him and she said baby we fucked every night! I had never heard her use that word before and I blushed. She said she was sorry and asked if I was jealous? I said a little and she said don’t worry sweetie, you’re here with me now and that’s all that matters. I said I want you to show me everything you did with him and teach me how to do it better. She said OK sport. You remember I told you you’d have to return the favor? I said yes and she said, well it’s time. She threw the covers off and revealed that beautiful hairy patch of hers and said, have you heard the guys at school talk about eating pussy? I said yes what is it. She said well it’s another form of oral sex and you’re going to learn right now. She raised her knees up and said get down here between my legs and let me show you what to do. I got up close to her hair and she reached down and rubbed her pussy and said these are my lips and inside is my clit. She pulled the lips open and revealed the pink insides. She said the clit is the most sensitive part of a woman’s pussy. She said do you see that little pink knob. I said, yes I think so. She said put your tongue against it. I looked up at her and she said, go ahead baby its OK. I touched my tongue to it and she jerked. It startled me and she said go ahead, do it again but hold it against it this time. I did and she moaned and said now make little circles around it with you tongue. I did and her hips started moving and she started moaning again. Now, she said, put your lips around my clit and start sucking it. When I did she sucked in a breath and said that’s it baby right there. Now, while you’re sucking flick your tongue on it. I did and she yelled oh my god sweetheart that’s it. I put my hands under her ass and pushed her to me and sucked the way she showed me. It was driving her wild and she was bucking her hips against my mouth and then she suddenly pulled away. I said what happened did I do something wrong.

She said no but did I really want to do everything that she and her husband did. I said yes please. Pretend I’m your husband and show me. She told me to lay on my back and that she would sit across my face and let me suck her clit. I said OK but she said there was one thing. Could she cum in my mouth instead of moving off my face. I just said yes please. She kissed me and said I love you more each minute. I watched as she moved up to my face and put her knees on each side of my head and lowered her hairy pussy down to my mouth. As she spread her lips, I reached up with my tongue and it was like electricity going through her. I started sucking on her clit and using my tongue and I heard her say oh God yes suck me baby. Her hips were grinding against my face and I could hardly breathe but I kept sucking. I wanted to be better than her husband was. She grabbed the headboard and said are you ready baby. I nodded and she said OK when I cum stop sucking please. I wondered why. I thought I’m going to take over here and do something her husband didn’t do. She kept grinding and said oh God I’m cumming baby and I felt a little squirt into my mouth and then I grabbed her hips and sucked for all I was worth and she said no David, please no. I kept sucking and she screamed and just flooded my face with cum juice, the more I sucked the more cum she squirted. She yelled at me to please stop but I couldn’t! I had to have more cum. I remembered what happened in the tub and I reached under her and got my finger wet and put it in her ass and she screamed oh my God no David please stop! But I couldn’t stop. I grabbed her again and sucked her clit harder and fingered her asshole and she let out a scream that I was sure the neighbors heard and she gushed again into my mouth. I slowed my licking and she started crying and sobbing as I rubbed my face into her pussy. She fell to the side and cried and told me to leave her alone for a minute. I got up and felt terrible and I thought I had ruined everything between us.

I went and got some towels and dried my face and took them back to try to dry the bed. It was soaked. I laid them on the wet spot and reached for Linda and rolled her over to me. I said please don’t be mad at me. I just wanted make you feel as good as you did me. She stared at me for awhile and brought my mouth to hers and kissed me long and deep and said my dear sweet David. You made me cum more than I ever have or knew that I could. My husband always stopped because I was afraid of what would happen. But you didn’t. I had no idea I could cum like that till tonight. Did I hurt you, your face? No. I said, it tasted great! It was like honey going in my mouth. And I swallowed as much as I could! She said I’m so dizzy. I have to lie down awhile. I lay next to her and covered us up. She kissed me again and said my sweet, sweet baby. Please don’t ever leave me. I kissed her back and said, I won’t. I won’t. I knew then, I was the luckiest stiff in the whole fucking world.

We awoke Sunday morning to a knock on the door. Linda said get up and get on the couch. She threw her robe on and answered the door. It was my Mom. I heard her say is David awake yet? Linda said, no he’s still asleep on the couch. I worked him pretty hard yesterday and we watched the late show. Mom said, OK. Don’t wake him up yet. Just send him home after he wakes up. Linda came in the room shaking and I said what’s wrong. She said that was way too close. We have to stop this before we get caught. I got up with the blanket around me and said, but I thought you loved me! She said I do sweetheart but if we get caught we’ll never get to see each other. It’s just too risky. I let the blanket drop and said, then I better get dressed and go. She looked at my cock and said my God I can’t let you go and dropped to her knees and started sucking my cock. I grabbed her head and pulled it into me. She was gagging but I didn’t care. I’d teach her to try and leave me. My cock was swelling and I said I’m going to cum Linda and she looked up at me and shook her head yes and I let go in her mouth again. This time she couldn’t swallow fast enough and some ran down her chin. She licked her lips and kissed me and I said do you still want to stop and she said, I can’t. Well work something out baby. I said I’d see you later. Try to get outside working and yell for me. She said OK and kissed me goodbye.

I went home and my Mom said I hear you had a long day yesterday. I said yeah. Linda had a lot of things to move to the basement. Mom said, David, sit down. I need to talk to you. My heart started beating out of my chest and I thought she knew. She said, David I’ve given it a lot of thought and I think you’re responsible enough to stay on your own when I work double shifts. A wave of relief came over me. She said I think we’re taking advantage of Linda’s good nature too much. If you’re over there every Saturday night that doesn’t leave her anytime for herself and she needs to get out more and meet someone. I said, well she seems to have a good time. We just eat dinner and watch science fiction movies. We talk a lot about school and how she misses her husband. Just like you Mom. She said I know but I work a lot to keep my mind off of it. I said, maybe I can get a job and help out. She said no David. I want you to concentrate on school so you can get into college. There’s something else I need to tell you. I think Linda is going to move away. We talked Friday and she’s having trouble making the mortgage payments on her house. I must have gone white as a sheet because Mom asked if I was OK. I said, uh yes. I just hate to see you lose your best friend. Me too she said. Anyway I have to get to work. When Mom left I saw Linda in the yard and I walked up to her. She looked up at me and said Hi baby! Is your Mom gone? I said when were you going to tell me you were moving? I thought you loved me Linda! I turned to walk away and she hissed at me, David. Stop. Come here now. I turned with tears in my eyes and looked at her. She said, oh baby, I do love you. So much. But it’s not right. I’m so much older than you are and we have no future together. Someday soon you’ll see me as just an old woman. She said now get down here and act like you’re helping me. She said David, there’s so much more I need to teach you before I leave. Betty said she has to work a double this Friday and Saturday night so that gives us almost the whole weekend together. I said Mom says I can stay by myself from now on. Linda said great! You can start helping me pack and moving things to the front room.

Then we can enjoy each other all night and you can go home right before your Mom gets home. Please honey, say you want to. I said you know I want to. But I can’t stand the thought of losing you. You know what I need and want Linda. She said I know you need my mouth around your cock. I know you need to suck on my nipples. I know you need me to jerk you off. And I know you need to cum in my mouth. I said yes and I know you need to cum in mine too. My cock was getting extremely hard by now and Linda saw that and said let’s go inside and get some lemonade and cool off. I turned and walked behind her with my hands in front of me. We got inside and she shut the door. She said sit down and got the lemonade out. I said I really didn’t want any and she said I know what you want. She knelt before me and started unbuckling my pants and pulled them down and my cock sprung up to her face. She said my, my! He does miss me doesn’t he? She took my cock in her hand and started to stroke it and then lowered her mouth to it. She began to suck me and looked up and said ummm. I still taste your cum from last night. It didn’t take me long to cum and she jerked my cock straight up and we watched it shoot loads of cum all over her hand and arm. She squealed as always when she saw that first spurt. She licked the head clean and put it away and zipped me up. I said I want to taste you too and Linda said, oh no, I’ve been working in the yard. I’m all sweaty. I said I don’t care! I want to taste your pussy. It was the first time I said that out loud and it kind of shocked her. She said OK mister. Kneel on the floor. She unzipped her pants and took out one leg. She put her foot on the chair and pulled her big white panties aside and said OK sport, lick me and make me cum. But, no tricks. When I say stop you stop. I knelt in front of her and buried my face in her hairy crotch. I loved the way she smelled after working all day. I began to lick and suck. She said Oh God David I’m going to miss that tongue. Make me cum baby! As I sucked I put a finger inside her pussy and stroked her. She moaned and said get ready baby! I opened my mouth and she came right down my throat. I swallowed her warm juice and licked her pussy clean and she pulled her pant leg back on. She pulled me to my feet and kissed me for a long time. She said you’re my big man. I’ll see you Friday I hope. I said about 7pm. Since I could finally stay at home there was no need to get there early.

Of course the week dragged by and I was miserable to be around. Friday finally got there. Mom left for work at 3 and said I’ll see you in the morning. Take care of the house and no parties. I said don’t worry Mom I’m just going to hang around here and watch movies. Besides I have no friends anyway.
At 7pm I went next door and knocked. Linda opened the door in her robe and I pulled her to me as I went in and kicked the door shut behind me. I kissed her long and hard and reached down and untied her robe and ran my hands over her wonderful body. She pulled away and said easy sport! We have plenty of time. You must learn to go slow. I have our bath ready. Come on. We undressed in the bedroom and my cock was hard as usual. She reached behind her and grabbed it and said let’s go and pulled me as she walked to the bath. In the bathroom I said, I have already taken mine at home so I’m going to watch you. She stepped in the tub and I said I want to wash you again. Linda said, well, OK. As she stood in the tub I got the sponge and squeezed warm soapy water over her body and it glistened in the candlelight. I used the sponge to get her good and soapy and then I just used my hands. I needed to feel her body after not seeing her all week. I said, stand facing the wall and put your hands against the wall. She laughed and said are you going to frisk me. I slapped her ass and said hush! I ran my hands over her shoulders and arms and soaped her back. I ran them around and soaped her big breasts and pinched her nipples. She moaned David that feels so good. I said I’m just doing what you taught me. I moved down to her ass and rubbed her cheeks. One was pink where I slapped her and I kissed it and said I’m sorry and she said it’s OK I liked it. I soaped each leg and then moved back up to her ass. She said David your hands are wonderful. You’re going so slow and soft. It’s driving me crazy. I said turn and bend over and grab the edge of the tub so I can wash your butt. She did as I said. I took the sponge and squeezed some more soap over her ass. I ran my fingers between her cheeks and washed her asshole and slid them under and scrubbed her pussy. I came back up slow and she said Oh man that feels so damn good. Just as she said good, I slid my finger in her ass and she sucked in her breath and moaned yes David do it. I started to finger her ass slowly at first and I said rub your pussy Linda. She started and I fingered her faster. I said cum for me Linda I want to see it squirt in the water. She rubbed and I fingered her ass faster.

She could only grunt and moan and say Oh baby do me. I said tell me when you’re about ready. I have a surprise for you. So there I stood in the bathroom with a 50-year old woman bent over in the tub with my finger up her ass. It was so erotic. She said I’m getting close baby. I slid my finger out to the end and put my index and middle fingers together and slid them back in and she said Oh my God yes, fuck my ass. I pumped my fingers in and out as hard as I could and she let out a scream and in a low moan said My God David I’m cumming. I felt her ass tighten as I pounded my fingers in and she squirted three times in the water. She dropped to her knees in the tub and held on to the rim for support. I still was slowly stoking her ass and began to pull out and she said No! Not yet. It feels so good. I wiggled both fingers inside her and she gasped again and said that feels so good David. She leaned to kiss me and as she did I pulled out my fingers and she said no, please leave them in for awhile longer. I said maybe later. Then I washed my fingers in the water and rinsed her ass good. She whispered in my mouth, I love you so much David. She stood up in the tub and I started to dry her. I kissed her nipples and dried between her legs and ass. She stepped out and I dried her legs. I started to help her with her robe and she said wait sweetie I need to put some lotion on. I said, I could do that. Just show me how. She shrugged her shoulder and said OK. Let’s go to the bedroom. She brought the Jergens and the baby oil. I never have forgotten the smell of that Jergens lotion.

Linda lit the candles and put on some music instead of the TV. She came around to my side of the bed where I was sitting and stood in front of me and opened her robe and cupped her breasts. She said, are you going to miss Linda’s titties. She had always said breasts before and I liked the word titties. I said more than you know and grabbed her arm and threw her over my lap. She said, David! What in the hell are doing! I said this is for leaving me! I pulled up her robe and started to slap her ass as hard as I could. First one cheek and then the other. Each slap harder than the last. She screamed at first and cussed me but I just kept slapping her ass and it was starting to make me hard. She was crying by now and I let her up. She was furious and I said that’s for leaving me alone. You never loved me at all. I fell back on the bed with tears in my eyes and Linda dropped her robe and climbed on to of me and kissed me deeply and whispered, I love you more than I ever loved my husband baby. It’s just what’s best for both of us. You’re only going to get better and I’ll just get older. Let’s enjoy each other while we still can. Please. She kissed my wet eyes and then my mouth and ran her tongue down my chest and put my cock in her mouth and sucked me for a while. She pushed my legs back to my chest and licked my balls and asshole and it was great. Then she let me go and said, I have to lotion up. I said, could I do it? She said I’d like that very much. I said lay on your stomach and I’ll do your back first. I lotioned her back slowly and not too hard. I avoided her red ass and went on down to her legs and feet. I changed to baby oil for her ass. There were red welts from my hands but I didn’t feel bad. I squirted the baby oil on her ass cheeks and crack. She said go easy it hurts. I smoothed the oil around with my fingers and her ass felt very hot. I ran one finger down her crack and back and forth over her asshole. She said, that does feel good. I rubbed her cheeks until the oil soaked in and then I pulled them apart and leaned down and licked her brown asshole. Her body stiffened but I kept on licking. She relaxed and said, don’t stop baby. I want all of you tonight. I pushed my tongue in and out of her ass and she loved it. I rubbed my finger against her hole and she turned her head and said, go ahead baby I know you want to. I pushed my oily finger all the way in her ass. She reached back and pulled her cheeks apart and said, now deeper. Deeper I went. I felt around inside her asshole and it was very rubbery feeling. S

he said now 2 fingers. I did as I was told. She moaned I love your fingers in my ass. I love everything you do to me. I even loved the spanking. It almost made me cum. I pulled my fingers out and licked her again and said turn over. She rolled on her back and I was between her legs. I squirted lotion all over her chest and stomach and began to massage her breasts and nipples. Linda just closed her eyes and moaned how good it felt. I leaned forward and kissed her and said I want to eat you Linda till you cum. She said OK but go get a towel and put under me. You know how wet you make me. I did and got back between her legs. She pulled her legs back and hooked her arms around them. I pulled her lips apart and started licking her pussy and clit. It tasted so sweet. I slid a finger inside and could feel some kind of opening. I tickled it with my finger and it made Linda squirm and moan. I then got an idea. I put 2 fingers in her pussy and got them good and wet and pulled them all the way out to the ends and took the middle finger and slid it in her ass. She gasped and said Oh My God! Over and over again. I fingered her pussy and asshole at the same time and licked her clit. She just screamed and gushed all over the towel. I kept fingering and she kept cumming. David don’t stop she yelled. I fingered her till my arm was about to give out and finally her pussy quit squirting and just kept gripping my finger. I pulled both fingers out slowly and dried them and her pussy with the towel. Linda was crying again and I lay beside her and held her close and we just wrapped our legs around each other. She finally said David, I’ve never loved anyone as much as I love you and I know I have to go away. It’s for the best. I wasn’t going to do this but I have to feel your cock inside me before I go. I said Oh Linda! I’ve wanted to do that ever since I saw the movie. She kissed me and said go to sleep baby and I’ll wake you in a few hours and you can fuck me. I’m going to take a long soak.

I finally went to sleep. Don’t know for how long but I felt the bed moving and the covers being pulled back. I felt Linda’s mouth on my soft cock and she just held it in her mouth and let it get hard there. She sucked and stroked my cock softly and gently. She said, are you ready to fuck me baby? I nodded yes not knowing what to do. Linda rolled over on her back and said come here sweetheart and lay on me. I was on top of her and she pulled her legs back and reached between us and grabbed my cock. It was harder than it had ever been before. She rubbed the head against her pussy and moaned deeply. She whispered, I’m going to put your cock where your fingers were earlier. Don’t push until I tell you to. Then I want you to go very slowly. It’s been a long time since I had a cock in me. She positioned me and wrapped her legs around my waist and whispered pushhhh. I pushed in and it took her breath away. Slowly I pushed and Linda said my god David it feels so big in me. It’s been so long. I finally got all the way in and she said just leave it there for a minute. Neither one of us moved and I could feel her pussy squeezing my cock. I couldn’t believe I was finally fucking Linda. I began to move in and out of her pussy and she just moaned and bucked against me. She said that’s it baby fuck Linda good Give me that hard cock. She rolled us over and got on top of me and I was just trying to last until she came. She rode me like a horse and bounced up and down and said don’t cum yet baby I’m almost there. I reached up and pinched her nipples and that’s all it took to drive her over the edge. She threw her head back and yelled My God I’m cumming David. I said me too! She bounced on my cock as I came in her and she squirted over and over again and screamed and jerked her hips and milked me till I was dry. Then she collapsed on my chest and kissed me and said My God I love you baby. We laid in each other arms the rest of the night. I could smell our cum but I didn’t care. I was finally a boy no longer. Linda got up before I did Saturday morning. She sat on the edge of the bed and woke me and said it’s time to go home. Your mother will be there soon. Her gown was open and I just caressed her breast and she slapped my hand and said get away boy. I said I’m no boy lady! And she said, honey, this morning you’re all man. My man! And don’t you ever forget it. She kissed me and said, now get dressed lazy bones. I’ll see you tonight. Since it’s our last night I have a special surprise for you.

Saturday morning I just lay in my bed and looked at the ceiling. What was I going to do without Linda. I thought yeah she’s old and has gray hair but I love her so much. I didn’t see age. I just saw that wonderful body that taught me so many things I never knew about. I knew tonight was the last time I’d ever be with her like a lover. I didn’t know what to do. I got up and dressed and just moped around the house. Mom was asleep so I just sat and watched TV for awhile. I went back to my room and got out the Playboys I had hid. I looked at the pictures and started rubbing my cock through my pants. It didn’t get as hard as with Linda but it was hard. I pulled off my pants and stood beside the bed jerking my cock and looking at the magazine lying on the bed. I pretended it was Linda lying there. I shot all over the picture and just milked it the way Linda does when just then the door opened and I heard Mom say David, what’s all the noise, just as I wheeled around with my cock exposed. Mom said, Oh! She just stood there and stared at my cock as she backed out saying she was sorry. I said Mom! Get out! I stayed in my room too embarrassed to leave it while Mom was there. I heard the bathtub running as she was finally getting ready for work. I snuck out to get a soft drink and went back to my room. I heard Mom walk to her room to get dressed. She called my name and I froze. David! Come in here. I want to talk to you. I walked in and she was sitting on the edge of the bed putting lotion on her legs, in her robe. I thought why couldn’t that be Linda. Mom said sit down. Lets talk. She stood up with her back to me and pulled on her panties. She took off her robe and with her back to me put her bra on. It didn’t bother me, she had done that my whole life. I felt the bed jerk as she jumped on it and came up behind me and put her arms around me and hugged me. She said I’m so sorry about not being here for you like I should be but I just have to work. I said It’s ok Mom I understand. She said David, what I saw you doing is perfectly natural and all men do it. I didn’t mean to embarrass you by staring. I was just happy to see you were as big as your father was. You won’t have any trouble finding girls. But don’t be in any hurry.

Girls are trouble. I would rather see you jerk off than get a girl pregnant. I had never heard my mother talk that way. I said Mom why do girls make you fall in love with them and then leave you. She continued to hug me from behind and said are you talking about Linda. I stiffened and said how did you know. She said I see how you want to be around her all the time. I said but I love her Mom she’s so cool and beautiful and she likes being around me. She said were you thinking about her in your room when you were jerking off? I hesitated and said yes. She said I thought so. She scooted back and said lay down here sweetheart. She started unbuttoning my shirt and I said Mom! What’re you doing! She said just be quiet and listen to me. She was rubbing my chest and said unbutton your pants and pull them down. I did but my boxers were still on. Mom said just lay still. I used to do this to your father. She slid a hand down my stomach and into my boxers and touched my cock. She said OH! It feels just like your Dads. Pull them down so I can see it again. When I did she just breathed in and started to play with my nipples, twirling them in her fingers. It made my cock twitch and she said Just like your father. My cock was strait up now and throbbing. Mom said, jerk it for me and let me help you shoot. I looked up and said you mean cum. Yes! She said. Cum for Mommy. When she said that I started spurting all over my chest and kept milking it. When she saw me spurt she gasped and said yes sweetie get it all out. She took her towel off her head and wiped my chest clean and then wiped my cock clean too. She pecked me on the lips and said this will be our little secret OK. I said sure Mom. Everything was a complete blur. I didn’t know what to do or feel. I just knew it felt good to cum again.

Saturday afternoon! Mom had gone and my head was still buzzing. At 7pm I went next door and knocked and Linda said come in. The lights were out except for a few candles of course. Linda was standing there in the kitchen with her robe hanging open. I could tell she had been crying. She held out her arms and said Come to momma baby! I ran to her and hugged her for all I was worth. I felt her body all over and kissed her everywhere I could. She said Oh David I don’t know how I’ll get by without you. These weeks have been so great teaching you what I know and I love you so much. I looked up and said I know Ms Linda, I love you to but I understand why you have to go away. But I promise when I get older and on my own I will find you and make love to you again. I promise. She looked at me through teary eyes and said Oh I hope so baby. I promise to wait for you too. She led me into the bedroom. No dinner or bath or movie this time. She dropped her robe and got into bed. I undressed and got in beside her and kissed her again. She said I want tonight to be very special for both of us sweetheart. I want you to do everything to me that I taught you. I smiled and said I don’t think we have that much time. It made her laugh and she said well the short versions. Then she took out some lotion and squirted it between her big soft breasts and said, come up here and straddle my chest. I did and she took my cock and placed it between her titties and pushed them up around my cock. She said now fuck my titties baby. I moved my cock in and out slowly and it felt so good. I thought this must be the surprise. Linda brought her mouth up and every time I moved forward she would suck the tip of my cock. It felt so damn good. Faster she said. I said, no I’ll cum Linda. She said, That’s what I want. But I refused and said no a good lover makes it last a long time. She smiled and said good boy! She stroked me a while and then said come up here over my face. I moved forward and she said, now, drop your balls in my mouth and let me suck them too. She got both of my balls in her mouth and I could feel her tongue running around them and sucking and pulling. Finally she said turn around baby and lay on my stomach. I want to suck you from behind.

I did and she reached up and pulled my cock back between my legs and started sucking it again and using her fingernails to lightly scratch my balls. I tell you it was all I could do to not cum. I reached out and ran my fingers down through that mass of hair and spread her lips apart and started fingering her pussy and clit and her body jerked upwards and she moaned loudly. Yes baby, make Linda cum. She pulled my ass back to her and licked and tongued my asshole and was bucking against my fingers. I turned my head and for the first time said, That’s it baby cum for David. That’s all it took and she squirted all over my fingers and I slowly continued to stroke her. I turned around and when I did I heard a popping noise as my cock was pulled from her mouth. I lay by her side and nibbled at her breasts and nipples and rubbed her stomach and hair. I said Linda, I’ve been thinking about playing with your ass all day. Can I? Linda moaned, oh yes baby please do. I love it when you do that. She pulled her legs back and exposed that pretty dark brown hole that I’d played with so many times. I wet my fingers in her pussy and put two of them at her hole and pushed. She grunted and they just slid on in. Linda said, Oh God I need that. Stroke me please. I just lay between her legs and fingered her as for a long time. I would occasionally kiss her pussy and it would make her jump. She whispered David you’re the best lover I have ever had. I promise you there will never be anyone else. Ever. I said, I promise you too Linda. She smiled knowing I couldn’t keep that promise. I wiggled my fingers in her ass and she moaned again and I think she came a little. I slowly pulled them out and Linda said, baby I want to show you one more thing before I leave. She pulled me close and kissed me and said I want you to fuck me in the ass. I want to feel that big cock in my ass. But you have to listen to me. You have to be very gentle and go slow. You’re very big and you must be gentle.

Never force a girl to have anal sex unless she wants to and always be gentle and listen to her. If she says it hurts you must stop and try again later. Promise me David. I promised her and said did your husband put it there? She said he tried but he was big like you and it hurt and I never let him do it. But I want you to fuck me there tonight. I said tell me what to do. I promise I won’t hurt you. She said I know you won’t baby. I’ll show you everything you need to know. She kissed me again and rolled over and brought her knees up to her chest and her entire ass and pussy was exposed to me. She said now put your hands on my cheeks and pull them apart. I did and her brown hole was right there. I licked it and it puckered up and she said, David! Pay attention! Now watch my asshole when I bear down. See how it opens up. And it did. I could see into it. And when she relaxed it would close up. She said put your finger against it and I’ll bear down and when it opens put your finger in. She did and it opened and my finger went right in. I said wow that’s so cool. Linda said that’s what I want you to do with your cock. When I bear down you slide it in OK?

Yes I said. She reached back and gave me the baby oil and said squirt this in my ass when I bear down. Her ass opened up and I squirted some in. It closed and she said no rub some all over my ass. Now rub it on your cock and get it nice and oily. I did. Linda said are you ready baby? I said yesss. She spread her knees farther apart and lowered her ass and I got up behind her. She reached between her legs and took hold of my cock and guided it to her ass. She said, now when I say, you push the head of your cock in my ass. Just the head. Don’t go any farther. I said OK and she said push. I did and the head popped in. Linda moaned and was breathing hard. My cock was ready to explode and she said just hold it there. Now, she said, when I bear down you push in just a little at a time. You’ll feel it open up each time and that’s when you push a little. She reached back and spread her cheeks wide and I could feel her bear down and it opened and I slid in and then it would squeeze my cock. Again and I slid in farther. She was breathing heavy now and moaning OH my God David. She said this time I want it all baby. When I bear down shove all of your cock in me. I could feel it open up and I grabbed her hips and pushed it all the way in. Linda screamed Yesss baby Yesss.

Linda said just hold it there and let me get used to it. I did and just rubbed her cheeks and back. She raised up on her hands and knees and looked back and said I love you David and I always will. I said I love you too Linda. She said now fuck Linda in the ass. Hard! I grabbed her ass again and started pumping her asshole as fast and hard as I could. Linda just screamed and grabbed the covers and yelled yes baby give me that big hard cock in my ass and make me cum! It was all I could do to not cum listening to that. She was pushing back against me with every stroke and finally she said Oh God David I’m cumming and she squirted all over the bed. Gush after gush of hot liquid. She looked back and said are you ready baby? I said yes and was getting ready to pull out when Linda said no! cum in my ass! I want it in my ass. I couldn’t hold it any longer and I came better than I ever had before and with each spurt Linda would scream and say Oh baby it’s so hot inside me. I can feel each squirt. I was finally done and I pushed all the way in and we both fell to the bed my cock still in her. She said leave it in till it gets soft. I did and laid straddle of her ass and we both dozed off for awhile. When we woke up Linda turned her head and said OK baby pull it out. I could feel her ass tighten and when I pulled, it stretched my dick out and it finally popped out. I lay down and Linda lay on my chest this time and I said Linda that was the best thing we’ve ever done. She said I know and I’m glad I waited so it could be you. We lay in each other’s arms all night and in the morning as we got dressed I kissed Linda on each nipple and on her pussy and finally on her mouth. Long and deep. She was crying and so was I. And I left.

The movers were there all day Sunday getting her loaded and when it was time for her to leave Mom and I went next door. Linda and Mom hugged each other and then she looked at me and said, well sport it’s time to go. I was crying and so was she and when she hugged me I said I love you Linda and she whispered in my ear I love you too my sweet man. She got in her car and pulled away. Mom and I had our arms around each others waists, waving goodbye and she said was Linda a good teacher? I swung around and said, You knew! Mom said, sure Honey! I knew everything. Was it good? I said Mom it was the most fantastic thing I’ve ever known. She said good, I knew you were in good hands and Linda needed someone too. I said I did love her Mom! She said, I know you did honey and I know she loved you too. Now! I don’t have to work tonight so how about we go in the house and get washed up and make some popcorn and watch a movie. Maybe we can talk about things too. She kissed me on the head and I looked at her and smiled and said GREAT!

Three Years Later

Well, I finally graduated high school! I dated some girls, only because I was on the football team. They really weren’t interested in me. I had a really rough time trying to forget Linda. I never really did. She was in the back of my mind constantly. If it hadn’t been for Mom I wouldn’t have made it. She really helped me through it. She knew how much I loved Linda and we became very very close. She had never started dating either and was only 48 and still very good-looking. I was very protective of her. It was 1969 and the free love movement was slowly coming to an end. Mom and I did everything together whenever she was off work. We never fucked but we did sleep in the same bed and when we were at the house we didn’t worry about what we wore. I’d walk around in a towel after bathing and so did Mom. Or she’d walk around in her bra and panties and I in my briefs. It was very casual. Sometimes when we were in bed at night Mom would be reading and become aroused after I’d go to sleep and she would finger herself till she would cum. I was turned away from her on my side and I would turn over on my back and act like I was still asleep. She would stop until she was sure I was back to sleep and start again. I would listen and my cock would get hard in my briefs. She would reach over and feel it and squeeze gently and continue to finger herself. She would cum quietly and release her grip on my cock. After she would doze off I would jerk myself off thinking of Linda. This went on just about every night she was home. One night I rolled over and pretended to go to sleep and Mom started to masturbate. I stirred and rolled over on my back as usual and Mom continued. Finally she said David I know you’re not asleep. I opened my eyes and blushed and said I’m sorry Mom. She said, look, we both need help. Why don’t we just do it together and watch each other. She said what makes you cum. I said thinking of Linda. What about you? She said thinking of you and Linda together. I always wanted to join you and Linda but I promised her not to let you know I knew what was going on. I said are you a lesbian? She said no but I always wanted to be with Linda and another man. I loved her too David. We stayed together once on vacation in the same room and we kissed and fondled each other and it seemed so natural but it didn’t go any farther and we didn’t do it again. After she lost her husband I felt so sorry for her that’s why I allowed you to have a relationship with her. I just wish I had been there to watch. I said Mom I don’t mind letting you watch me if you don’t. She said it would help me cum quicker. So I took off my briefs and lay down and started stroking and thinking of Linda. Mom turned toward me and propped her head in her hand and watched while fingering her pussy. She would talk to me about Linda and ask what she would do to me. Would she suck you good? Was her pussy good? Did you eat her? Things like that. She said tell me when you’re ready so I can cum with you…just like Linda. I said I’m ready Mom and she would move closer and watch me. She said damn your cock is so big David. I would spurt all over my chest and just slowly milk it till I was done. Mom would suck a breath in when she saw it. She said man you cum a lot! I would say you watching me helps. She would touch her finger to the cum and taste it and say mmmm that’s good. She would finish herself off and I said let me taste yours and she would put her finger in my mouth. It was just like Linda’s… sweet and salty.

My graduation finally rolled around. Mom was the only one going. We helped each other get dressed and she looked great. Everyone else lived out of town and couldn’t get there. I got a scholarship to a local college and she was happy I wouldn’t be going away. It was a boring ceremony and I was glad it was over. I dropped Mom off and went out with some friends for awhile. I got home about 10pm and Mom was at the table drinking coffee and I went to the sink to wash my hands and I heard behind me, Hello Handsome. I turned and there stood Linda looking as great as the day she left. She ran to me and I picked her up and spun around and we kissed for such a long time. I loosened my hug and let her slide down my body and I said I’m so glad to see you. She said Oh baby I missed you so much. She said you don’t think I’d miss your graduation do you. She said you’ve gotten so big and I whispered, all over! I looked at Mom and said did you know about this and she said of course! I went to her and said you keep way too much from me and kissed her on the mouth. I turned to Linda and said how long are you staying and she said just the weekend. I looked sad and she said I thought we’d make some popcorn and watch movies and talk. I blushed and looked at Mom and she said it’s OK you can have my bedroom. The bed’s bigger. I said you’re the best and kissed her again. She said go take your shower so Linda and I can talk. I said doesn’t anyone want to help me? They both just looked at me and yelled GO!

I came back in after my shower. All I had on were my briefs and a long t shirt. Mom and Linda had their robes on and I stood between them. Linda looked up and said I can’t believe how big you’ve gotten. She ran her hand up the back of my leg and under my briefs and squeezed my ass. I said if you keep that up you know whats going to happen. She said I know. That’s what I’m counting on. Mom said well I see you two need to be alone so I’m going to bed. Linda said don’t go Betty. I know you’ve been taking care of our man while I’ve been away. Please stay. She said well for a little while. I don’t want it to get too out of hand and do something I shouldn’t. Mom ran her hand up my other leg and under my briefs and squeezed my other cheek. It felt weird having 2 hands on my ass. Linda said his ass has gotten so hard. I said lots of exercise. Linda looked at Mom and said I bet. Mom said no we haven’t fucked. But we do help each other cum occasionally by watching each other. Linda said you mean you’ve never touched this glorious cock. Mom looked down and said well…no. Linda said then it’s time. She grabbed the edge of my briefs and pulled down and my half erect cock just hung there in front of them both. Linda said my God you are bigger. I bet the girls love you. I said the only 2 girls I care about are sitting right here. Linda reached and wrapped her hand around my cock and it sprang to life. She stroked it and it stood straight up. She said see Betty. This is what I missed the most. Then she wrapped her lips around it and began to suck. Mom looked away but looked back and watched. Linda took it from her mouth and pointed it at Mom and said here…taste. Mom said Oh no I couldn’t but I would like to kiss you. She leaned across me and kissed Linda on the mouth and said mmmm…tastes good. Linda said come Betty help me out here. Mom looked up at me and I nodded. She put a hand behind me and reached between my legs and massaged by balls. I could barely stand. I said can we go to the bedroom please. Mom said OK its time for me to leave you guys. Linda said oh no you don’t you’re going with us and pulled her along. She said I can’t you two need to be alone. Linda said nonsense I need your help with this big guy. Linda said now Betty you sit up by the pillows and I’ll lay on my back between your legs. Mom said I don’t know about this Linda. She said just do it. Mom got in bed . Linda took off her robe and lay on the bed against her. I was at the foot of the bed and took off my t-shirt and stood there. Linda raised her knees and said come here sport and eat me. I haven’t cum good since I left. I buried my face in her pussy and began to suck and lick. Linda was squirming and moaning and holding on to Mom.

I looked up at Mom and she was looking right at me and I said do her nipples. She blinked and reached around Linda and cupped her breasts and started to twirl her nipples. That was all it took and Linda screamed and drenched my face. Mom just kept massaging Lindas breasts and twirling her nipples and I licked her clean. I crawled up and kissed them both. Linda leaned her head back on Moms chest and said Betty do you remember that Vacation we took together. Mom said I sure do. Linda said lets show David what we did. Mom said we didn’t do that much. Linda said then I’ll show him what I wanted to do. With that she flipped over on her knees and said fuck me from behind David. I slid my cock in and she started kissing Mom. As I fucked her she untied Moms robe and opened it all the way. Linda started sucking her breasts and started to run her tongue down Moms belly. Mom grabbed her head and said Linda no, not here. Not now. I kept pumping Lindas pussy and she moaned I have to Betty. I’ve waited so long to do this and I want David to watch. She grabbed Moms hips and pulled her down and pushed her legs back. I noticed Mom wasn’t as hairy as Linda. Linda buried her face in Moms pussy and started licking as I fucked her from behind. I was a bit jealous but I knew Mom needed the relief. As I pounded Linda it drove her face into Moms pussy and made her cum very loudly. I had heard Mom cum before but not that loud. Linda finished licking and leaned back and kissed me and I could taste Moms cum on her mouth. She said get on that side of your Mom and I’ll get on the other and jack you off. I did as I was told. Linda reached across mom and got hold of my cock and started to stroke it She got some of my juice on her finger tip and put it in Moms mouth. Linda said open up your robe, I’m going to jack him off on your tits. Mom said Linda I can’t. Linda looked at me and winked and we both grabbed the robe and opened it. Mom reached under and squeezed my balls and I shot all over her chest and belly. Linda aimed it at a different spot with each spurt. Mom just lay there and moaned and rubbed the cum into her body. Linda reached down and got some on her tongue and kissed my mother and Mom sucked it off. It was the sexiest damn thing I ever saw. All three of us had cum and we lay down next to each other arm in arm. None of us bothered to cover up. We just lay there and didn’t say a word. I moved to the middle and had a beautiful woman on each side of me. It didn’t matter that one was my Mom.

I just loved the way it felt. We watched the late movie and played around with each other. Nothing heavy. I would suck all four nipples and they would play with my balls and cock. I never crossed the line with Mom. We never fucked but came close. She hadn’t sucked me up to this point but she came close and I know she wanted to. I know I wanted to feel her mouth on me. It was just so sexy watching her jerk my cock and see how her eyes would light up at seeing how big I could get. She would hold my cock and let Linda suck it. She would hold it up while Linda would squat over it and ride me. I loved watching Linda make love to her. I would lay on my side and just watch them together. It was obvious they loved each other but not the kind Linda and I had. It was just sexual. When I would lay on top of Linda and fuck her my Mom would be behind me playing and stretching my balls. Occasionally she would open my cheeks and play with my ass to make me cum quicker. Those 2 women gave me everything I needed at the time. And I loved every minute of it ….right or wrong. Linda left Sunday to go home. I whispered to her..can I come see you sometime? She just said yes..but you won’t. You’re going to college now and all your time will be taken up by student activities. But just know that I still love you and always will and there will never be anyone else. Take good care of your mother. I know you will. I had a long talk with her this morning about you. I hope it does some good. When you too are together just think of me lying beside you both. I said Linda I love you more today than I ever did and thank you so much for teaching me everything you did. Problem is I don’t want to be with anyone but you and Mom. Linda said that will change sport. As soon as you meet the right one. Just come and see me before you take the leap. I said I’ll find you no matter where or when it happens. I love you. Then she was gone and I knew I would probably never see her again.

Mom and I watched her leave….again. I said Mom I loved her so much and she said, me too honey. Lets go inside and get ready for bed. We bathed and went to the bedroom to go to bed and my Mom said wait and grabbed my arm and turned me around. I sat on the edge of the bed and she stood between my knees. She dropped her robe and put her arms around my neck and kissed me. She said I love you baby and there’s something I want to show you. She lowered to her knees, never taking her eyes off mine. She took my cock into her mouth still looking at me and all I could do was smile and think, thank you Linda! She sucked me so good I came in minutes. She never waivered and took every spurt in her mouth and swallowed. I was drained and Mom said I love you sweetie. Lets go to bed. That was the last time I slept with Mom. I moved to the dormitory that week and just never found the time to get home that much. I still loved and missed her but I knew she needed to find someone her age. She never did and died at age 60. Alone. I went back to the house after the funeral and all the memories came flooding back. I touched the bed we had slept in and every thing we did flashed through my mind. It was then that I knew she died of a broken heart after I left. And I let it happen. I knew then I had to find Linda. I was 30 by then and she was 65 but I had to find her. I went to her last known address and the neighbors told me she was in a retirement facility. I went there and told them I was her nephew but don’t get her too excited. She had developed a heart condition and needed rest. I went in her room and she was asleep. She looked so old but still beautiful. She was totally white haired now. I sat on the edge of the bed and she stirred and opened her eyes. I said hello beautiful! Her eyes teared up and she reached for me and I bent down and hugged her and kissed her on the cheek. I said I told you I’d find you one day. She said I was just dreaming about you. I told her about Mom. She said I really loved her. I said, she loved you too. She loved us both. I lightened things up by saying…thanks for having that talk with her about me. Her eyes lit up and she said did it work? Did she suck you finally? Did you cum in her mouth? I said yes to everything and that it was wonderful. I said Linda did you ever find someone and she said no honey. I told you I would always love you only. You did so much for me. And I said so did you Linda. I haven’t found anyone yet either. I feel like I should be faithful to you.

She said sweetie its time to let go and enjoy your life. She said do you still love me. I said yes. The she said go and lock the door. I did and returned to her bed. She said help me put some pillows behind me. I did. She pulled her hair back and said now… Take off your pants and let me see that beautiful cock of yours. I hesitated a little and finally did as she said. She reached out and cupped it and my balls and just closed her eyes. It started to get bigger and she smiled and took her hand away and started to open her robe and pulled it to the side exposing her breasts to me. They hadn’t aged a bit. The nipples were still dark and meaty. She said not bad for an old woman eh! She said now get up here and straddle me and let me suck that cock. I said theres something I have to do first and bent over her and started to suck her nipples and run my hand into her hairy pussy and found her lips. She said baby I haven’t cum in so long I don’t think I can anymore. But it feels good anyway. Now get up here. I carefully climbed on her bed and straddled her breasts and laid my cock at her mouth and she started sucking it as I stroked it. She looked up at me and smiled. I moved down where I could see her breasts and stroked it. Linda said will you cum on my breasts for me baby…one last time. I said anything for you my love. I stroked and watched her push her breasts together and I thought of all the times we were together and I prayed for one last good cum for her. I tightened and she said yes baby cum for Linda. I shot all over her breasts and face and she squealed a little. I wiped my finger through the cum and put it to her mouth and she sucked and said…mmm…just what I needed. I cleaned her up and tied her robe and as I did I kissed her nipples and she said get away boy! I said I’m no boy! And kissed her on the lips and said I love you Linda. I left knowing I’d never see her again.

I got a call one morning about 2 weeks later and the caller said that Linda had passed away during the night. I went to the funeral and as I walked to the casket I could swear Linda was smiling a little. I put my hand to her face and said goodbye. I went outside and looked to the sky and I knew that I had lost the only 2 women in my life that mattered to me. I had to move on and I did. I was a better man for having loved these two women. And whether you think it was right or wrong I was there and I lived it. I’m happily married now to a wonderful woman but I think of them occasionally. Though it was so short a time they taught me how to love and I came away with a lifetime of memories. Oh what Memories!!!!.

THE END