Lori's mother, Sharon, unlocked and entered the front door, exhausted after a long morning drive. She had been visiting her sister for over a week, and she was happy to be home at a reasonable hour. She yelled aloud if anyone was home, and receiving no answer figured that her husband, Dan, was at work and Lori was still on a road trip with her friends. The house was neat and clean except for some morning dishes in the sink.

She checked her phone for messages and saw that Lori was going to be gone for several more days and was off in the woods somewhere out of cell phone range. A note on the counter from Dan welcomed her home and indicated he might be late from work that evening. Sharon wheeled her suitcase into the bedroom and began undressing. She just wanted to get into something comfortable and enjoy the sunshine out by the backyard pool.

As she disrobed in front of the closet mirror, she examined her tanned, aging, naked body. Her large breasts dominated the landscape, and she hefted them in an attempt to defy the effects of gravity. Free of her hands or a support bra, her breasts hung a little lower each year but still attracted plenty of attention from men and women alike by their sheer size. Each orb was also capped by a huge, pink, puffy nipple, made all the more obvious surrounded by lily-white, sun-protected flesh. Her nipples were the best part of her tits, she thought to herself as she tweaked each one. Men went apeshit when they laid eyes on those big nipples — as if her large globes weren't enough.

Sharon's eyes moved down to the rest of her body as she turned to get a better view in the mirror. Her midsection could use some toning. Middle-aged spread and a hint of cellulite had started to take over, but with a layer of body-restraining lycra undergarments, no one was the wiser when she was clothed. She frequently received compliments on her relatively slim physique other than her big boobs.

Still in her forties, she figured she was not completely out of her prime. If only she had the active sex life she once had. Dan now seemed content to play with her tits for a few moments before plowing into her briefly and shooting a load out of his big cock, the one thing she loved about his aging body. Even at that, those occasions were becoming more and more infrequent as his drinking and passing out early in front of the tv became the typical evening adventure. It seemed like more and more, sex with her husband required a preliminary blowjob just to get him hard — unlike her stepson.

Sharon smiled when she remembered the evening Jason had come home late one night, and she had seduced him in the den while Dan snored away in the bedroom.

Jesus, what a magnificent cock that boy has, she thought out loud. I could barely walk after he was done with me. What I'd give to have him for an entire weekend. I'd do my best to wear him out. Sharon had always been attracted to large penises, and her husband had filled that order nicely for a while, but now unless she took him in her mouth, forget about sex. Even then, there were no guarantees.

Sharon's reverie was interrupted by a knock on the door as she finished tying the straps of her bikini top and then checking to see that her boobs were firmly entrenched in the huge D-sized cups. Even then, she was exhibiting a good deal of cleavage. She slipped on a loosely tied summer robe and peered through the peephole to see her neighbor's eighteen-year-old son standing on her porch.

"Come on in, Sammy. To what do I owe this pleasure?"

"Pool cleaning day, Mrs. Berg. It's Wednesday, remember? Would you rather I come back another time?"

"Oh, sorry. I just got home and forgot about that. No, by all means, come on in. You know where everything is. I was about to take a dip myself, but I'll wait until you are done. Do you mind if I watch? And call me Sharon, for Pete's sake. Mrs. Berg sounds so old!"

"Of course not. I'd welcome your company, Mrs....er...Sharon." At 6'2", Sammy towered over Sharon. Sharon thought he was handsome, in a skinny, gawkish sort of way. He had not quite filled out and still had that boyish look to him. His unruly thick blond hair gave him a surfer look, but his peach fuzz beard made him look younger than he was. Someday soon he would be a hit with the ladies, she figured.

Sammy tried to avoid staring at his neighbor's cleavage peeking through the part in her robe, but it was nearly impossible. Her large breasts begged to be eyeballed, as well as squeezed, he figured. He had dreamed of them more than once with his cock in his hand and a box of Kleenex tissues nearby. Like many boys his age, a big pair of tits usually got his hormones raging.

They both walked through the house to the back entrance. Sharon spread out on the lounger after removing her robe while Sam gathered the pool cleaning tools and chemicals, occasionally glancing at her and exchanging timid smiles whenever she caught him staring. The bright sun necessitated dark sunglasses, which thankfully allowed him to scope out her breasts without being too obvious.

Sharon rubbed baby oil over her already dark tan and adjusted the chair so she was sitting up and could watch Sam. He had removed his sweats and was now wearing swimming trunks to clean the pool. Unlike most boys his age who donned baggy surfer trunks, Sam was wearing a pair of skimpy Speedos, and Sharon had to look over the rims of her glasses to ensure that she was seeing things correctly. The boy had a nice bulge straining to be released from the confines of his trunks. Sharon felt a wetness and a familiar tingling in her groin. It had been a long time since she had had sex and even longer since she had enjoyed sex with someone other than Dan.

Hmmm...a stiff young cock would be nice, Sharon, but not gonna happen today, she almost said out loud.

Sammy noticed her staring at him and wondered what he had done wrong. He smiled sheepishly and continued catching leaves and debris with the pool-cleaning net. Trying to act as nonchalant as possible, he reached a bit too far while stealing a gaze at Mrs. Berg's tanned body, and the weight of the long pole made him lose his balance. He went into the water with a splash and a muffled "Oh, fuck!"

"Oh my god, Sammy. Are you OK?" Sharon was immediately on her feet and ran to the side of the pool where Sam was floundering with an embarrassed look on his face.

"I'm fine. Just clumsy. Sorry. I tripped," he lied, embarrassed by his ineptness.

"Oh, don't apologize, Sammy. Let's get you out of there and dried off. Your sweatshirt is soaking. Come on. I'll get you a towel." She had bent over in case he needed a hand, and her tits were all but falling out of her top. The edge of a pink nipple was peeking out of her top.

Sam made it to the stairs at the shallow end and got out, dripping. He removed his hoody and hung it on a chair in the sun as it dripped on the concrete. Sharon led him inside to the tile floor in the den and closed the door.

"Wait here and I'll get a towel for you, Honey. Are you sure you're OK? That was quite a splash! In fact, c'mon with me into the bedroom. The carpet is old, and it will be more comfortable than this cold, tile floor."

She grabbed Sam by the hand and led him into her bedroom. Sam's eyes were glued to her fleshy ass covered by a tiny bikini bottom as she bade him stand in front of the bed. "Just a sec." She disappeared and returned from the master bath with a huge towel embroidered with "HERS" on it. She wrapped it around his shoulders from behind and began rubbing vigorously over his back and down his long legs. Sam could smell a perfumed scent from the towel, and when she called him "Honey" it sent a little thrill through him.

Sam had been in her house before but never in her bedroom, and it excited him to think, This is where Mrs. Berg sleeps...and fucks. As she was rubbing him with the towel, he glanced around the room. A suitcase lay open on the floor and recently discarded articles of clothing sat on a chair by the bureau. A pair of thong panties were casually tossed on the floor and a bra hung on the arm of a chair. Sam marveled at the size of the cups: they were huge. As he imagined the tits that filled them, his teenage cock instantly became rigid and sought release from his Speedos.

"Let me do the front, Honey. You're a mess." Sharon threw the towel over his shoulder from his backside and walked around him to grab it from the front. "Better do your hair first. Bend over." She reached up with both arms to rub the towel through his wavy blond hair, stretching on her tip toes to reach his head. Sam's head was bent downward to aid her vigorous efforts, and her wobbling tits were practically in his face. Her boobs were stretched taut with her reaching overhead, and a portion of each pink nipple surrounded by white, untanned flesh came into view. His cock bulged even bigger with nowhere to go inside his wet Speedos at the sight of her nipples. He thought for a moment he should pardon himself and stop her, but he was enjoying the attention too much to say anything. Standing nearly naked in her bedroom while she rubbed his body with her towel while wearing a tiny bikini was more than he could have imagined.

"Can't let you leave here soaking, Honey. Your girlfriend would wonder what you've been doing. Let me just get the rest of you and you'll be good as new." Sharon smiled and rubbed his chest vigorously before kneeling and doing his legs. She had a target in mind that she wanted to check out.

That's when she saw the improbably large swelling in his Speedos and she uttered a little gasp in acknowledgment. She continued toweling his thighs after asking him to spread his legs, and in the process, her hands ran over the lump in his trunks through the towel. She gave it a little extra rub to double-check for authenticity. The bulge was the real thing, and it got her thinking.

"Tell you what, Honey. Sit on the bed and I'll do your feet too, you're making a puddle on my carpet." She guided him to the foot of her king-sized bed and gently pushed him down with her hand on his chest. She rubbed his feet for several seconds.

"There. I think I got all of you, and honestly, there is a lot of you, if you know what I mean. You've grown to be quite the man. How old are you now, Sammy? Twenty?"

"I'm eighteen, Mrs. Berg. And thanks for this, but I should probably finish the pool and get going." Sam didn't know what she meant by "there's a lot of you," but his erection only got bigger at the possibilities. Unconsciously, he placed his hands on his lap in a weak effort to hide his bulge.

"Eighteen! No way! You could easily pass for older. I bet the girls go crazy for you. You know, Sammy, I couldn't help but notice that you fill out those Speedos quite nicely. Speedos are sexy on a big, strong man like you. But yours are still soaking wet. You can't go home like that. Can you? Stand up for a second!"

Sam nervously followed her orders and stood, unsure where this was heading. As soon as he did, he felt a hand on his crotch. Mrs. Berg had a look of wonderment on her face.

"Oh yeah...they're soaking. We need to get you out of these and dry them. I bet they're uncomfortable. They certainly look uncomfortable and even maybe too small. I might have something of Dan's that you can wear while they dry."

With that, Sharon grabbed his trunks in both hands and pulled them down to his knees with one decisive motion. Instantly, his uncircumcised cock sprang out and hung at a slightly downward angle. It was thick and long with a large set of testicles somewhat shriveled by the cold water and covered by a mat of blond pubic hair. Sam's face looked panicked.

"Oops, what do we have here? Somebody got a little excited." Sharon grabbed him by the shaft and stroked it."

"Mmmm. You're uncut!" Sharon pushed the foreskin back, revealing a fat round cock head somewhat wider than the shaft in her hand. She examined it closely as if she were a doctor. "I haven't seen one of those in a while. And, I've seen lots of penises. Don't be embarrassed, Sammy. I'm old enough to be your mother. But, oh Honey, you've got a beautiful penis. Nice and fat. And long. What a handful! Now step out of those trunks so I can dry them."

Sam shook each leg and stepped out of his soaking trunks. He was completely naked now, standing erect in front of his busty neighbor with his cock in her hand. In his wildest dreams, he could not have imagined this. His brain was working overtime as he hoped what might come next.

Sharon put her hand on his chest and pushed him so he was sitting on the bed again. His cock was now defying gravity and reaching for the sky.

"Well...this isn't fair! You're standing there naked while I'm still dressed and probably embarrassing the life out of you. How about if I even the playing field? I bet you'd like to see my big boobs, wouldn't you? You've been staring at them for some time." Sharon turned around so her back was to Sam. "My top is uncomfortable and a bit too tight, Sammy, so would you untie it for me? Yes, just pull that string around my neck. That's it. I bet you've wanted to do this before."

Sam untied her top with a shaky hand, and Sharon turned around. Smiling wickedly, she slowly lowered it and flung it to the bed.

"There, isn't that better for both of us?" Sharon pulled her shoulders back and thrust her chest out. Sam stood there, speechless and stared at her swollen, pink nipples looking back at him now at eye level, ripe and ready for sucking.

"What do you think, Honey? Are they as good as you hoped?" She tweaked her erect nipples and stood at attention for his inspection.

"Your breasts are beautiful, Mrs. Berg — I'm sorry — Sharon. I've never seen anything like them." Sam was practically drooling at this point. His cock was now rock hard, and she lowered her hand to it and slowly stroked him. He thought he was going to cum at any moment. He was living a fantasy.

"Go ahead and feel them if you want, Sam. I love to have a big strong man feel my breasts." Sharon grabbed his hand with hers and placed it on her breast. Sam's eyes were glued on her chest now, and she put a hand behind his head and tenderly pressed his lips to her tit. "That's it, Honey. Suck on my big nipples. I love that. You are making me all wet. Have you ever seen tits this big up close, Sammy? Feel how firm they are."

Sam only moaned as Sharon continued to talk about how she loved him sucking on her nipples and how beautiful his cock was. She had him completely in her control and she relished every second. She realized how horny she was, and she couldn't wait to feel his teenage cock stuffing her wet cunt.

"I'll hang up your Speedos, Sammy, but then we'll have to kill some time. I'm not sure what you'd like to do, but I have an idea. Would you like to hear it?" Sharon fed Sam her nipple as he continued to suck. "Hmmm? It's hard to talk with your mouth full, isn't it, Sammy?"

He released a fat nipple from his mouth. His face was glistening with his saliva. "Sure, Mrs. Berg. Whatever you want." Sam's cock ached as he strained to keep from shooting a premature wad into her hand.

"A woman my age has needs, Sammy. And I bet you'd love to stick this nice, fat cock in my pussy, wouldn't you? You're so stiff. Have you ever had real sex before, Honey? Hmmm?"

Sam hesitated, and he briefly thought about lying. "Not really. I've come close but never did it. I guess that makes me a virgin." Sammy silently prayed that would end soon.

"Well, today's your lucky day, Sammy. I'd be happy to be your first. Would you like that? Would you like to fuck your big-breasted neighbor and make her happy, even though I'm an old lady? Your big cock has got me all excited. I'll show you what to do, Honey. Now just lie back on my bed and let me show you how much fun this can be."

"Um, I don't have a rubber, Mrs. Berg. Sorry. I wasn't planning on anything like this, I guess." Sam's disappointment at this revelation was palpable. He couldn't believe he had said that and ruined this incredible fantasy. How stupid was he to worry about a rubber?

"That's so nice of you to warn me, but not to worry, Sammy. I'm on the pill and you couldn't get me pregnant if you wanted to. Besides, it's more fun this way. A rubber is like taking a shower with a raincoat on. My pussy will feel much better to you if you are natural. I promise you are going to like this. Now lie back and let me show you."

Sam lay flat on his back in the middle of the bed and stared at Sharon as she removed her bottoms and crawled up next to him. She gave him a motherly kiss at first as she grabbed his cock and stroked him. Then she parted her lips and explored his mouth with her tongue as he followed suit. After a minute or two, she broke off and smiled.

"You're a nice kisser, Sammy. I bet you've had lots of practice with your girlfriends. but I'm going to show you some things you may not have practiced before with them. I think you'll like it. Lots of times when a man has sex, a woman has to put his penis in her mouth to get him hard. You certainly don't have that problem, Honey, but I'm going to give you a little treat and suck on your penis anyway. Is that OK? You probably already know this, but it's called fellatio. Oh, wait! I bet you call it a blowjob." She giggled and licked her lips. "I guess I'm showing my age. Anyway, I absolutely love giving blowjobs, especially with a big, fat cock like yours."

"Oh, sure. I'd like that, Mrs. Berg...Sharon!"

Sharon kissed him lightly and then turned around, so her ass faced him. "Go ahead and feel my pussy, Sammy, while I suck on your fat penis. Put your fingers in me and get me wet, although I'm not sure that is necessary either. Just looking at your big penis has got me excited."

Sharon winked at him over her shoulder as she turned and bent down to kiss Sam's cock. She rubbed it against her lips and face, and finally, when she felt a finger finally enter her pussy, she swallowed as much of him as possible and began sucking and licking while pumping him with her fist. She knew what the outcome would be and it didn't take long. Within about thirty seconds, she heard a guttural grunt, followed by a tightening of his scrotum. Two seconds later, her mouth was being filled with his cum: a huge wad of sperm that shot out of his cock while his body jerked in a series of spasms.

She swallowed all of it. It had been years since she'd tasted the sweet cum of a teenager.

"Oh, Mrs. Berg. I'm sorry. I couldn't hold it. Shit. I ruined everything."

"Well, that was quick, Sammy. But I was planning on just that reaction. Now that we've got that out of the way, we'll work on stamina. There is nothing like the regenerative powers of an eighteen-year-old's cock, Honey." Sharon turned around and kissed him with her cum coated lips. She reached back and continued to stroke him. "We'll have you at full mast in no time, Sweetie. I think I already feel some life coming back into you."

And, indeed, within a couple of minutes, his cock slowly began to fill with blood and swell in her hand after never completely going soft.

"Mmmm...there. You see? You're already getting nice and hard. This time I'm going to let you put this nice cock of yours in a pussy for the very first time. I'm honored it's me you're going to fuck. And while you do that, I want you to squeeze and suck on my big boobies, OK? They love to be sucked. My nipples are really big and swollen, aren't they? Most men like big nipples like mine. What do you think, Sammy? Are they OK even if I'm old enough to be your mother?"

"You have the most beautiful breasts I've ever seen, Mrs.—I mean Sharon."

Sharon straddled her dumbfounded youthful neighbor and rubbed her cunt back and forth on Sam's cock in front of her so they could both watch as it grew and stiffened with her pussy lips rubbing against it. In no time it was glistening with her sweet nectar and rigid as steel once again.

"Oooh, Honey, you're going to love the feel of my cunt—isn't that what you guys call it? It's all moist and soft like nothing you've ever felt before. I can't wait to get this big boy inside me so you can feel me, and vice versa."

Sharon leaned forward so his cock was poking her ass. Smiling, she reached behind her and grabbed Sam's penis. She rubbed the shaft up and down her slit several times before she slipped the head between her labia and into her fuck canal. Ever so slowly, Sharon lowered her ass until he was buried in her.

She held it there for several seconds, wriggling her ass but just letting him get used to the feel of a moist, soft cunt.

"Oh my! That's a good boy! And there you are! How does that feel, Sammy? A real pussy. I bet this is better than masturbating in your bedroom. Boys just love to beat off, don't they? But now you know what the real thing feels like." Sharon slowly leaned forward, smiling, and then began humping up and down on Sam's prick and wriggling her fleshy ass from side to side. "You just lie there and let me do the work for a while, Honey. I love this position. You can get nice and deep and still fondle and suck on my big tits while I watch you." Sharon leaned forward and fed Sam a puffy nipple. "How does this feel? Is my cunt tight enough for you, Honey?"

Sam removed her breast from his mouth for a moment and excitedly added, "Oh fuck, this is fantastic. You feel so good, Mrs. Berg. This is unbelievable!" His face glistened with his saliva from licking and kissing Sharon's breasts. He held both of them in his hands and craned his neck to kiss them in turn. He couldn't believe what he saw when he looked down and watched his cock going in and out of his neighbor's blonde muff. At the same time, he had begun thrusting his hips in response to Sharon's action on his cock. All other thoughts had been erased from his brain, which had become a pleasure center. Their loud moaning and grunting filled the room as they both concentrated on fucking.

Sharon leaned forward and supported herself with both arms on either side of Sam's head as he feasted on her breasts. Her ass was now pumping up and down on his regenerated cock in a variety of tempos and rhythms. Even though they had only been fucking for five or ten minutes, she felt a climax forming. It had been over a week since she had sex with Dan, and the excitement of the situation with her young pool cleaner had intensified her feelings. She wanted it to last longer, but she also did not want to pass up the opportunity for an exciting orgasm. As he manhandled her breasts and met her thrusts with his increasingly faster jackhammer pounding, she knew this would be a big one.

"Oh, Honey. That's it. Fuck me like you mean it. Your big cock is making me feel wonderful, Sweetie. You're learning fast, Sammy. Your thick cock feels wonderful in my pussy. You're going to make me cum soon, Honey. Can you cum again? Hmmm? I want you to cum with me. Shoot all your cum into my pussy. You'll love how much better that feels than your hand, Sammy. Oh, fuck...don't stop. I'm so close."

Sam released Sharon's breasts and reached around to grab her ample hips and ass. He closed his eyes and took on an expression of intense effort. He grunted like a wild beast as he met her thrust for thrust, bottoming out with each upward stroke, and making slapping sounds each time her ass met his groin. A familiar feeling began in his balls, and he knew he was close.

He opened his eyes and saw Sharon's face contort as the first wave of her orgasm took over. Her breasts bounced wildly as she arched her spine and threw her shoulders back, making her twin globes jut proudly from her chest. Her body began a spasmodic jerking as his cock released another torrent of cum into her waiting pussy. At the same time, Sharon's cunt muscles tightened and squirted a stream of pussy nectar over his pulsing penis, eventually overflowing onto his balls and stomach.

"Sweet Jesus...Oh, Sammy, Sammy, Sammy," Sharon screamed, repeating his name and grinding her hips into his. His cock pulsed with the most intensive orgasm he had ever experienced. Finally, her jerking subsided and she felt his cock slowly soften inside her. They both lay there for several minutes catching their breath and saying nothing. After a few minutes, Sharon leaned forward and kissed him on the mouth, his shriveled cock still planted inside her and her breasts smashed against his chest.

"Oh, Honey. That was wonderful. You made me feel like a teenager again. Did you enjoy your first time? Hmmm? And don't worry. It won't be the last time. You are a great pool cleaner, if you know what I mean." She gently raised her ass as his cock slowly slid out of her like an exhausted snake and landed with a plop on his stomach. With it came a mix of her pussy juices and his sperm, pooling on his stomach and oozing between his legs, creating a large wet spot on the bedspread.

Sam smiled at the thought of fucking Mrs. Berg whenever she needed it...or whenever he felt like it. Until now, he had only fondled a few small, bra-covered teenage breasts, but he was on the cusp of fucking his sexy, busty neighbor regularly if she was telling the truth. But best of all, he was no longer a virgin.

"This has to be our little secret, Honey. No locker-room bragging with your friends or this all ends, OK? I think I can teach you a few things that they don't cover in school. Would you like that?"

"I promise, Mrs. Berg...um...Sharon. I won't say a word. Shit...um...shoot...you were unbelievable. Thank you so much. I'll do anything for you. Just name it. You don't have to pay me to clean your pool. I'll gladly do it for free."

"Oh, no, Sammy. I'll continue to pay you. Pool cleaning is your job. This is for fun. Tit for tat, sort of. You are providing a couple of different services here, and you need to get paid for both, but in different ways. If you'll let me, I'll show you how to please a woman...how to be a wonderful lover. And what we just did, Sweetie, was only a great start."

Sharon gave him a motherly peck and then scooted back so she could reach down and grab his cock. She kissed it sweetly before releasing it. "And you be sure to take care of this guy. You don't need to look at skin mags...or dirty movies--isn't that what guys do? My husband works long hours and I do get lonely. My daughter will be off to college and I'm always looking for someone to keep me company. You can save all that sperm for your horny neighbor. Now, let's get you dressed so you can finish cleaning the pool."

Sammy found his Speedos, still damp, but, of course, that was only a pretext. He slipped them on and watched as Sharon did the same with her bikini. He eyeballed her two-finger patch of pubic hair, neatly trimmed and not the clean-shaven vaginas so common on the internet. He decided he liked her show of pussy hair, and he stared for a few seconds at the rest of her incredible body, hoping to memorize her image. Sure, she had a bit of extra flesh on her stomach and ass, but they were wonderful all the same. 'More cushion for the pushin' as the saying went. But her boobs were unbelievable and stood out from her chest like two torpedoes. And she promised him he could fondle them regularly.

He was one lucky guy. How could this possibly go wrong?