James Johnson was in most ways a typical, suburban, sixteen-year-old. His grades in school ensured he was on the honor roll. He was blessed with good friends. He was a decent athlete and played junior varsity baseball and basketball even though he was experiencing a growing spurt and was self-conscious about being clumsy.

"You're just getting used to a bigger body, Honey! You'll grow into those shoes soon enough," his mother assured him. Her confidence-boosting aside, James couldn't believe he required size 13 shoes now, even though he could still squeeze into some of his older ones. And his mother's assurances did little to convince him that he wouldn't always be a clutz.

So when he interrupted his mother's bridge party to tell her he was going to shoot some hoops with friends, his presence elicited a sudden suspension of chatter in the room as the ladies at two card tables looked up and gawked at him.

Mrs. Smythe from next door broke the ice.

"Oh, my, James. You are getting so big. And handsome. I bet you are driving the girls crazy in school."

If her compliment was intended to make him feel better, it had the opposite effect. His hands immediately found his pockets, something he tended to do when embarrassed. The other ladies smiled and nodded in affirmation to her statement.

Secretly, Joanne Smythe wondered what else about James had grown. She couldn't believe the size of his feet.

I wonder if little Jimmy has a tool to go along with those feet. She had known James since he was a toddler, but now that she was divorced, she kept her thoughts about him and men in general to herself. She was still attractive and sported a curvy figure, but it had been weeks since she had experienced anything close to actual sex. She was horny as hell, and the sight of a virile teenager didn't help. She felt moisture form between her legs.

At James' obvious embarrassment, she quickly added, "Oh Jimmy...um...James, I didn't mean to embarrass you. Sorry, Sweetie." She proffered a sweet smile to James as well as the others, who giggled at his discomfort. Joanne sat up straight and threw her shoulders back just enough to emphasize her large bosoms, her best feature other than her youthful skin. She still looked great for her age and could make men's heads turn.

James' mother, Fran, acknowledged his basketball plans and wished him a fun afternoon. But like several of the other women, she had a sense that her bridge partner, Joanne, seemed more than a little interested in her son. The tone of her voice was just a little too sweet, it seemed. And Fran suspected her neighbor was on the hunt for male companionship.

James' afternoon flew by. After several pick-up games at a local schoolyard, he returned home, sweaty and tired, just as the bridge party was breaking up. He nearly ran into Joanne Smythe as she was coming out of the front door.

"Oh, hi, Jimmy. Sorry. I know you go by James, now. I'm so used to you being my little neighbor who mowed my lawn for me. By the way, now that I'm single again, maybe you'd consider doing some chores for me. I know sixteen-year-olds love lots of things that require money. Interested?"

"Um, sure. What did you have in mind?"

"Tell you what, why don't you stop over later, and we can discuss it as well as how you'd like to get paid, maybe after you shower or clean up. You look to be tired and sweaty after all that exercise."

"Sounds good. I'll be over about 5:00 if that's okay."

"Perfect. That will give me time to get out of this dress into something more comfortable. See you then."

If Joanne didn't exactly have evil intentions toward her neighbor, at least a few wayward thoughts crossed her mind. Jimmy was handsome and looking more and more like his six-foot-four-inch father every day. And based on what Fran had told her about her husband, he might be big in more ways than one.

"Honestly, Joanne. Sex with Bill is wonderful, but he's a little too large, if you know what I mean. Thank god, he's gentle. I have to use lots of that love cream I found at the pharmacy. Otherwise, I'd be walking with crutches after one of our bouts. When he gets excited, he sometimes gets a little rough."

Fran secretly envied her friend. A little pain in that area would be a welcome inconvenience. She had found herself to be exceedingly horny since her divorce. Sex with her ex was just okay, but they did it regularly. Occasional blind dates since the divorce, set up by friends and family, had failed miserably, and sex was out of the question. Mr. Right continued to elude her. At this point, nameless sex would have been desirable to the awkward encounters that hardly qualified as enjoyable dates.

Not that she was planning anything with James. He was just a teenager and most likely a virgin, although these days who could tell? Porn was rampant on the internet, and Joanne was amazed at the graphic nature of what she found on her occasional visits via her computer. She had frequented certain websites from the privacy of her bedroom and found that nothing was left to the imagination. As a result, she had begun to enjoy masturbating again, something she had only rarely done outside of her teenage years. A recently purchased, huge dildo lay discreetly stored in her nightstand. When it arrived in the mail, she guiltily scanned the street to make sure no one was watching her retrieve the plainly wrapped package.

Her initial excitement became subdued when she realized the penis was larger than anything she had previously encountered. She sensed it would never fit inside her, but she was soon proved wrong. After careful preparation and with the aid of a favorite streamed video to watch, she was soon sluicing the thick appendage in and out of her pussy. Her subsequent orgasm was better than anything she could remember from her husband with his tiny (in comparison) penis.

Since that initial trial, she had perfected her technique and had even experimented with anal sex by inserting just the fat head partially in her little poop hole. She smiled when she thought about how nasty it had made her feel. That was something she would never have considered during her marriage.

But a knock on the door awakened her from her reverie. She looked through the sidelight,in and there stood her teenage neighbor, freshly showered and hair neatly combed.

"Come on in, Jimmy. I'm sorry. It's James, I know. I'm just so used to your old name."

"You can call me Jimmy if you like, Mrs. Smythe. That's fine."

"Well then, only if you call me Joanne. Mrs. Smythe is my ex-husband's mother, and she's in her seventies." She giggled at her own joke. "Sit down, Jimmy. Can I get you something to drink? Water? Or a soda."

"Water would be fine, thanks."

James watched as his neighbor retreated to the kitchen.

Wow, what a great ass! And those boobs. What would it be like to be squeezing those torpedoes?

Like most boys his age, James had become obsessed with sex. Of course, he was a virgin and had not really even dated, unless you count meeting someone at the movies or a school dance, but he could fantasize. And Joanne Smythe was a divorcee with a knockout body. The fact that she was about the same age as his mother was no problem. In fact, he had often wondered what his mother would be like in bed. He guiltily imagined his parents screwing, something he would never admit to his friends. He knew they had sex, obviously, and he remembered one late night when they came home from a party. As he got a glass of water from the kitchen, he could hear his mother moaning and using the F-word. He tiptoed down the hall and put his ear to their bedroom door.

"Oh, Bill. Fuck me with your big cock. You feel so good. Yes, right there. You are so deep. Don't cum just yet."

Her words were etched in his brain.

When he was back in his room, the first thing he did was find his hidden, ancient Penthouse magazine and jack off, picturing his mother's face on the Pet of the Month's body.

"Here you are, Honey."

Mrs. Smythe smiled as she set the glass in front of him, bending over and giving him a great view of her cleavage in the V-cut neckline of her cotton Tee. Her lacy bra was stuffed with her flesh.

"I'm having a glass of wine. It is five o'clock, I believe."

She sat next to her neighbor and toasted him.

"To our working together. I have lots of chores you can do, so let's talk turkey. I'm looking forward to your help, Jimmy."

James' head was swirling. The sight of those lovely tits, combined with the feminine smell of his neighbor as she settled on the couch, caused his groin to swell. These days, it didn't take much, but he tried unsuccessfully to think of something to make it go away.

When he realized that her nipples were proudly showing through her thin top, it only made it worse. He tried not to stare but all he could think about was what it would be like to fondle those big knockers. God, they looked even bigger than his Penthouse centerfold.

Joanne saw the effect her boobs had on Jimmy, and it only encouraged her. As she listed the chores she wanted him to do, she made a point of pushing her chest forward so her breasts jutted provocatively. Jimmy's eyes could not stop looking at her chest.

"I couldn't help but notice, Jimmy, that you've grown so much. You look so much like your father. How tall are you?"

"Almost 6'1". I grew two inches since last summer." Jimmy beamed.

"Wow! Two inches. And look at those muscular arms. You must work out?"

In reality, James' arms were nothing spectacular, but hearing his attractive neighbor's compliments only boosted his ego. He was also getting uncomfortably rigid.

"What do you say I show you around a bit, as long as you are okay with the money I've offered. If it's too little, we can always negotiate."

Joanne winked at him and stood with her wine in hand.

"No, that's more than fair. Um, Mrs. Smythe...Joanne. Um, I have a little problem. It's embarrassing. I'm not sure what to do.

"Oh, Honey, what is it? No worries. You can tell me. I used to be a nurse, remember? Are you feeling ill?

"No, um, it's just that sometimes a part of me gets real stiff and, well, if I just sit here it might go away."

James had placed a small pillow over his lap. He nervously looked away from his neighbor.

"Jimmy. Let me guess. You have an erection. Honey, I'm flattered if I caused it. Don't worry. That's a normal reaction for a teenage boy, and it can happen at any time. Why don't you stand up for me, Sweetie?"

Joanne's libido was overwhelmed by opportunity. Her filters had suddenly shut down.

Reluctantly, James set the pillow aside and stood. He tried to cover himself with his large hands, but there was no hiding the tent in his shorts. The partial outline of a thick sausage could be seen where his penis searched in vain for release.

"Wow, Sweetie. That's quite a boner you've got there. I bet it's painful. Um, maybe you should adjust it or something. But don't be embarrassed. I've seen lots of these in my lifetime, Honey."

And without thinking, Joanne reached over and squeezed the thick outline as if to see if it was real.

"Oh, my god, Jimmy. No wonder you were uncomfortable. You have a huge penis, and you're right, it is definitely erect. Would you mind if I took a peek at it? To make sure you are ok."

And then, as if he needed convincing, she added, "I am a nurse, remember?" And besides, what sixteen-year-old would turn down an offer like this?

Without waiting for an answer, Joanne set her wine on the coffee table and knelt before her gangly neighbor. She deftly unclasped his belt and unzipped his shorts before pulling them to the floor. James was wearing a pair of black, Tommy Hilfiger cotton briefs, and the outline of his thick cock was now clearly visible. She traced it with two fingers as James stared down at her in total shock.

James watched, frozen between fear and excitement. Was this really happening? His mom's friend was about to see his cock. No one has ever touched me there. What is happening?

She looked up at him, her face a mix of sheer joy and wanton pleasure, and peeled his briefs off with both hands. His cock sprang out of its confinement and slapped her on the forehead.

Joanne giggled and then gasped.

"Oh my lord, Jimmy. You are even bigger than I imagined! This is a real man's cock, Honey. I don't think I've ever seen one this big, and I've seen lots of them."

James still hadn't said a word. His brain could not quite comprehend what was happening as he watched his middle-aged neighbor and good friend of his mother grab his cock in her small hand and examine it closely. She was obviously impressed by his size as she studied it and then lightly kissed the tip.

"Are you a virgin, Honey? Probably, huh? You have a beautiful penis, Jimmy. So long and fat. I bet you never imagined this would happen when you agreed to help me. I sure didn't expect anything like this, but wow, you have made my day."

Since we've come this far, would you mind if I put it in my mouth? Just to taste it. Is that okay? Hmmm? I think you'd feel much better, and I love the feeling of a big, fat penis in my mouth. You're awfully quiet, Honey. Is this okay?"

"Oh, please, Mrs. Smythe. Yes! That feels so good."

"I'm not sure I can even get it between my lips, Honey. Maybe I should lick it first. I'm guessing you will probably not last too long. I can imagine what is going through your head while you watch your old neighbor sucking on your penis. No matter. If you have to cum, go ahead, Honey. But no more Mrs. Smythe, or I'll stop. It's Joanne."

And with that, she looked him directly in the eye and began licking and kissing the head of his cock. Within seconds, James could feel his balls churning, and soon after he watched her plant her lips around the crown and suck violently, he erupted. A huge load of milky discharge shot out the end of his cock and into his neighbor's mouth. Joanne tried to keep up, but it was more than she could swallow, and the overflow ran down her arm and onto the cotton fabric of her T-shirt.

When he finally stopped cumming, she looked down and laughed. The "Got Milk" logo was now covered in sperm.

"Wow, Honey. That was quick, but even so, I don't think I've seen that much cum at one time ever. That was something."

"Thank you so much, Mrs., I mean Joanne. That felt so good. I'm sorry that I came into your mouth. I couldn't hold it."

Joanne had released him, and his limp cock now hung most of the way to his knee.

"Oh, Honey. I enjoyed it almost as much as you did. You are a virgin, not counting what we just did, aren't you?"

Almost as if he were ashamed to admit it, he nodded yes.

"Would you do me a little favor, Jimmy?"

"Sure. Anything."

"Come with me, Honey, into my bedroom. I know you just had an orgasm, but I bet I can make that horse come alive again. Would you let me be the first to introduce you to a woman's pussy? I have an itch, and I'd love for you to scratch it. I'll show you what to do, so there is no need to be nervous. You'd make an old lady happy. Wouldn't you like to make me happy? And besides, we've come this far, why not go a little farther?"

"I'll do anything, um, Joanne. Just tell me."

At the suggestion of more to come, Jimmy's cock was already at half mast. Joanne threw her arms around his neck and kissed him, a motherly peck on the lips.

"Follow me, Sweetie. Leave your clothes right there. You won't need them." She reached down and grabbed his thick cock by the shaft and stroked it a few times before turning and leading him to her bedroom.

Jimmy had been in her house on several occasions with his parents when Joanne was still married, but he had never seen her bedroom. His cock continued to harden in anticipation of what was to come.

By the time they reached the doorway, Joanne had removed her stained T-shirt and was slipping out of her nylon running shorts. She sat on the unmade bed and patted the space next to her. She was wearing only a pair of skimpy panties and a lacy white bra.

Jimmy sat next to her. His cock could have flown an American flag.

"I bet you'd like to see my boobies, wouldn't you. Go ahead and unhook me. This is good practice."

She offered her back to him and felt the three hooks unfasten one by one. She let the shoulder straps fall and held the bra to her chest.

"Are you ready? Ta da! And there they are. Thirty-six double D's at your service. All natural. Not too bad for someone almost 40."

She threw the bra aside and, grabbing Jimmy's hands, placed them on her breasts.

"Your tits are beautiful, Mrs...Joanne. They are better than I could have ever imagined."

"I'm happy you like them, Sweetie? Let's lie back, and you can suck on my big nipples. I love that. But first, let me slip off these panties. There! I bet this is the first pussy you've seen live, isn't it? Neatly trimmed just a couple of days ago.

She grabbed him by the shoulders, and together they lay back on her king-sized bed.

First, you should do some kissing. Just follow my lead and do what comes naturally. Lips and tongues are among the most sensual parts of the body. Like this."

Joanne kissed her teenage neighbor, wet and open-mouthed. Their tongues were soon dancing and Jimmy's hands automatically went to her breasts and then ventured to that beautiful delta between her legs. Joanne reciprocated by reaching down and giving his cock long, slow strokes.

She was soon panting and broke off their kisses suddenly.

"Am I doing something wrong?" Jimmy had a look of panic on his face as if he had just farted in church.

"No, Honey. You're fine. It's just that you've got this old lady so horny, and I don't want you to get too excited before I try you on for size. I want you to put that big sausage in me, but go slowly. I haven't had sex in quite a while, and you're a big boy. I'm nice and wet, but give me a quick kiss down there and taste me. It's okay. I showered before you came."

Joanne lay back and spread her legs wide apart. She parted her labia with two hands and, after first kissing Jimmy, encouraged him to lick her cunt and clitoris.

That little knob there really loves a soft tongue. Yes, Sweetie. You're a natural. Do you like the taste? If you do, I'll be your slave whenever you want more. Just a little more there. Now, go ahead and put your penis inside me. Just the head. There, isn't that wonderful? So soft and smooth. Like a mouth with hair."

"Oh, fuck, Joanne. You feel wonderful. God, I'm fucking you. Thank you so much. I'll never forget this."

They kissed passionately as Joanne wrapped her legs around him and moved her ass in concert with his thrusts. If he got too rambunctious, she put a hand on his stomach to slow him down. But she knew he wouldn't last long despite having recently shot a load in her mouth.

Joanne pulled his face to hers, and after first kissing him desperately, she pulled his ear to her mouth and licked him. Then she whispered hoarsely, as if someone might hear her.

"You're doing just wonderfully, Jimmy. I love your big cock. Go ahead and fuck me harder if you want, and shoot all your cum in my cunt. I'm on birth control, so shoot all that hot sperm in me. Fill me up."

That was all it took. Suddenly, Jimmy started fucking her with an urgency she had never encountered with her husband. He kissed her heaving breasts, her face, and her lips. Jimmy's cock was reaching places she had never felt before, and in seconds, she felt his cock throbbing, and a stream of ejaculate flooded her vagina. Soon, it was leaking out of her and onto her bedspread. As the last spasms of his member died down, she kissed him and whispered to him again.

"Pull it out and put it back in my mouth. I want to taste both of us."

Her cunt shrank with his withdrawal, and she opened her eyes to find the crown of his cock pressed against her lips. She opened her mouth and licked the slippery head.

"Did you like that, Sweetie? I have a feeling you did. And I'm looking forward to summer. Aren't you? I hope you can keep a secret, because if anyone finds out about this, it's all over."

"I swear. I won't tell a soul. Thank you, thank you, thank you."

"No worries, Honey. Our little secret, hmmm? I'm looking forward to your help. Now, we'd better freshen up, and you should get home to dinner. You've no doubt worked up an appetite. I know I have."