So let me tell you the story of how I met the hottest, sexiest woman I had ever seen and how I ended up fucking her. I met Barbara when I was only sixteen. I was just hanging out one night, and I met a guy named Brian. He was from the other side of town, so we went to different schools. He was cool, and we hit it off and started to hang out with each other. He played in the band at his school, while I was an athlete at mine. It didn't take me long to see that this friendship opened the door to a bunch of band girls I would normally never have a chance to meet.

We had been hanging out for a few weeks, and he set me up with a girl, and we were going to double date that Saturday night. I had a really cool car, so I offered to drive. I told Brian I would pick him up at his house, and then we could get the girls. I had no idea that going over to Brian's house was going to have such an impact and change my life the way it did.

I pulled up in front of Brian's house and walked up to the front door. I knocked and waited for a few minutes, and then I heard the door start to open. There in front of me stood the most beautiful woman I had ever seen in my life. She opened the door and looked up at me. She was only about five feet tall, with shoulder-length dark brown hair. Her eyes were green and seemed to sparkle in the sunlight. She had a small nose and a big, bright, warm smile. She was wearing a pink and white button-down shirt with enough buttons open on top to see a hint of her cleavage. She had her shirt tied into a knot at the bottom, which made it stop just above her belly button. Her shorts were short and white and showed off her tanned legs right down to her white tennis shoes. I stood there dumb founded, just staring at her.

"Hi, I'm Barbara, Brian's mom," she said as she held the door open for me.

"Hi, I'm Jim," I finally replied after regaining some of my composure.

"Come on in, don't be shy," she teased. "Brian is in his room getting ready. What are you two boys going to get into tonight?" she asked.

"Brian has me fixed up with some girl," I replied as I walked into their living room.

"Oh, I see. Lucky girl," I saw her give me a good look over as I walked past her.

"Do you play in the band with Brian? she asked.

"No, Ma'am, I go to North, and I play football and baseball, I couldn't play an instrument if I tried."

"Oh, ok. That makes sense. You are not put together like most of Brian's friends from the band. I couldn't play an instrument either. Brian must get that from his dad," she said, laughing.

There were some boxes stacked in their dining room, and Brian's mom, Barbara, was putting a few last items in one of the boxes. I watched her perfect, round little ass move in her white shorts as she moved around the room. She bent over right in front of me to close the box up. I could see the outline of her small bikini panties through her shorts, and I could feel my cock start to swell. She tried to lift the box after she got it closed up, and I jumped up to give her a hand.

"I'll get that for you," I told her as I bent down and picked up the box.

"Where do you want it? I asked.

"You can just put it with the other boxes. I'll get Brian's dad to take them to the building when he gets home."

"I can take them out there for you."

"You don't have to do that. It's very sweet of you to offer," she said as she placed her hand on my arm.

"I really don't mind at all," I said as I picked up another box.

"Well, thank you so much! " she said as I noticed her looking at my muscles in my arm.

"Just show me where you want them."

I watched her ass sway as she led me out the back door and across their lawn. There was something special about Barbara. Yes, she had a sexy little body, but the way she smiled at me and touched my arm occasionally made me forget she was my friend's mom. I had never thought about one of my friends' moms like this before. It only took me two trips to carry all the boxes for her, and I was disappointed when I found Brian was ready and we had to leave. I could have stayed there with Barbara all night.

We went out and had fun, but I couldn't get Brian's mom out of my head. After our date, I dropped Brian off at his house and headed home as quickly as I could so I could masturbate to the thoughts of her. I couldn't get her ass and those tight little white shorts out of my mind. I don't think I have ever cum so hard as I did that night as I stroked my cock and thought about the things I would do to her.

I ended up jacking off a lot that weekend, as I thought about Barbara. I had to see her more, so I started spending more time with Brian and hanging out at his house just so I could be around his mom. I always paid her lots of attention while I was there and tried to help out with anything she was doing. It seemed Barbara liked having me around as much as I liked being there. More than once, I caught her checking me out when she thought no one was looking.

One Saturday, I was over there, and Brian needed to run over to another friend's house to get something. His mom and dad weren't home, and he left me there by myself. I don't know what came over me, but I couldn't resist sneaking into his parents' room and looking through their drawers. When I found her panty drawer, I felt like I had won the lottery. I picked up several pairs and felt their silky smooth cloth. Then I saw a thin white box at the bottom of the drawer. I pulled it out and opened it. There inside was a thin pair of crotchless white panties and a white bra with only the bottom part of the cup, where the nipple would be exposed. I pulled them out and looked at them, and then brought them to my face.

I closed my eyes and rubbed the soft fabric across my cheek. When I opened my eyes, I saw something else in the box that must have been under the lingerie. It was photos. I picked them up, and there in the photos was Barbara, posing in that lingerie I was holding. She had on a pair of white high heels and thigh-high stockings. There were several shots of her lying on the bed, and in one of them she had her legs spread, and I could see her slick pussy lips on full display. Her perky breasts and hard, pink little nipples stuck out proudly. God, she was more beautiful and sexy than I could even imagine. She looked like the centerfold right out of a magazine.

My cock was hard and straining against my shorts. I pulled my cock out and stroked it while I looked at her sexy pictures. The next photo showed her sitting on the bed with one hand between her legs, rubbing her pussy, and the other playing with her breast. In the next photo, she had two fingers buried deep in her pussy as she looked into the camera. I almost came when I saw the next picture. She was sucking on her fingers that had been inside her pussy. In the last photo, she was lying back with her back arched, her fingers were back in her pussy, and it was obvious she was cumming. I'll never forget that look of complete ecstasy on her face. That's all it took, and I felt my cock swell up and the first hot blast of cum shot up through the thick shaft and landed on the floor. Rope after rope of cum followed with each pulse of my cock.

I stood there trying to regain my composure. I looked down at the puddle of cum on the floor as I caught my breath. I looked down at her face as she came again and realised it was the hottest look I had ever seen up to that point in my life. There was just something about the way she looked that I still remember today. I took another look at the rest photos, trying to burn their image into my brain. Then, I carefully put her lingerie and photos back the way I found them, and then cleaned up my cum. I picked out a silky pair of her sexy panties and put them in my car. I planned on using them later that night when I got home. I had just finished and sat down on their couch as Brian got back home.

The following Saturday, I had been at their house all day, and Brian and I were going out that night. I brought some extra clothes, but I needed to shower. I popped into the bathroom and undressed. After seeing Barbara walk around in her little shorts all day, I reached down and slowly started stroking my cock. I thought back to her lying on her bed and masturbating for me. My cock instantly started to swell in my hand. That's when I noticed I didn't have a towel. I yelled for Brian, but he couldn't hear me; he was in his room with the stereo on. I pulled my underwear back on and slowly opened the bathroom door. I was going to sneak across the hall to the closet, I figured that's where the towels would be. As soon as I stepped into the hallway, I almost ran right into Barbara. We both gasp as we startled each other. We both froze for a moment, and that's when I saw her eyes start moving down across my muscular body. She small moan escaped her mouth as her eyes reached the outline of my thick cock pressing against the tight, thin material.

"A towel?" I was finally able to get out.

"Oh,I...Yes, yes..Sorry," I thought I heard one of you calling.

"Sorry, I tried to yell at Brian to get me a towel."

"Here you go," she said as she reached into the closet and handed me a towel.

"Thank you."

"Anything else I can help you with?" she asked with a mischievous look I hadn't seen before.

"I think this is it, thanks."

"Well, just let me know if there's anything else you need," she said as she turned around and started to walk back to the kitchen.

I looked down at her ass as it swayed back and forth. I reached down and gave my cock a good, long squeeze as I watched her walk away. Just then, she looked back over her shoulder at me. I could see her eyes looking down at my hand, squeezing my swollen cock.

"Just put that towel in the hamper in the closet when you are done." She looked up into my eyes as she said this and gave me a little wink, then walked around the corner and back into the kitchen.

I stood there for another moment, frozen, wondering if I was in trouble or not. I was too young and naive to realise she might actually want me. I jumped into the shower and stroked off thinking about her. Then I cleaned up and got dressed. I opened the closet door to put my towel in the hamper. Right on top of the hamper was a very sexy pair of silk panties. I looked like they had just been laid there on top of the other laundry. I quickly grabbed them and threw my towel on top. I went back into the restroom and looked at the panties, slowly, and I brought them to my face. I inhaled deeply, letting her womanly scent fill my nostrils. The aroma was an intoxicating mixture, sweet yet musky. I stuck my tongue out and tasted her juices that had soaked into the panties. The taste was as sweet as the smell. I stood there for a moment trying to decide what to do. I stuck her panties into my pocket, and I walked out into the living room. Brian was still in his room on the phone with his girlfriend. I walked into the kitchen where Barbara was to get a glass of water.

"How was the shower?"

"It felt great, thanks."

"I bet so. Did you put your towel in the hamper? She asked, sounding playful.

"Yes, Ma'am," I replied.

"Good, you are such a good boy," she teased again as she gave me a wicked smile.

I got a glass and filled it with water. Leaning against the counter, I started to drink it.

"I can't wait to get out of these clothes...and bath too," she said softly as she moved toward me.

Just then, Brian walked into the kitchen and asked if I was ready to go. This startled Barbara, and she turned toward the sink.

"Sure," I said.

"Bye, Mom, love you," Brian said to Barbara.

"Bye, boys, ya'll behave."

"We will," we both replied.

"Hey Jim, if it's going to be late when you drop Brian off, why don't you just stay the night? I can make the couch up for you."

"I actually have to be at work in the morning, and I didn't bring my work clothes with me," I responded.

"Oh, too bad. Maybe you can stay one night next weekend?"

"Sure, that would be great. Thank you, Mrs. B.

After I dropped Brian back off at his house, I headed home to enjoy my new prize. I had reached into my pocket constantly through the night, feeling her sexy little panties. I got home and into my room and got naked. I climbed into bed and reached over to my nightstand and grabbed her panties. I brought them to my nose again and inhaled deeply. The panties smelled just like her. A hint of sweet perfume and lotion. I open her panties up and pressed the crotch to my nose, and her sweet, musty scent filled my nostrils. My cock throbbed as I took in the intoxicating aroma of her sex. I slowly moved the panties down and stuck the crotch into my mouth. Visions of her pussy in those photos flooded through my mind as I sucked the sweet nectar from her panties.

I stroked my cock as I sucked on her panties. I pulled them from my mouth and wrapped them around my cock with the moist crotch against the head of my cock. I could feel my balls start to tighten as my cum boiled inside them. Then I felt my cock swell in my hand as a blast of hot cum ejaculated from the end of my cock and filled her panties. Burst after burst shot into her panties until they were soaked.

I looked at her panties, and a thought shot through my mind. Did she put those there while I was in the shower? Did she want me to find them? I drifted off to sleep with all kinds of crazy thoughts and questions racing through my mind.

Brian called the following day and said that they were going to the lake next weekend, and his mom said it was ok if I wanted to go with them. I jumped at the chance to hang out at the lake. They were getting a house on the lake for the weekend. We would head down on Friday afternoon and come back on Sunday.

The rest of that week was a blur as it flew by, and Friday was there before I knew it. I drove over to Brian's house that afternoon and helped them finish packing up. Barbara looked amazing as usual. Tight little short shorts with a sung top tied at the bottom. She reminded me of Mary Anne from Gilligan's Island in the way she dressed, but she was even sexier. I helped them get everything packed into the car. If I wasn't imagining things, Barbara was being more flirty and touchy than I remembered her being.

After we finished loading their car, we all got in and started the drive to the lake. The drive took a couple of hours and was mostly uneventful. Once we arrived at the lake house, we got unpacked and settled in. I was surprised that I would have my own room. I was going to be down on the lower level, with their rooms being upstairs. After getting settled in my room, I headed back upstairs. Brian and I headed outside and went down to the lake while Barbara fixed dinner. After dinner, we built a fire and sat outside. Barbara was seated across from me, and I couldn't stop looking at her shapely legs. She caught me a couple of times and gave me a flirtatious smile. It started to get late, and as the fire went out, we all headed in to get ready for bed. I undressed and got into bed. I couldn't fall asleep yet, so I turned on the TV and watched for a while. I must have watched TV for a couple of hours and was thirsty. I pulled on my shorts and quietly climbed the stairs to the main floor. I didn't want to wake anyone up.

The main level of the house was dimly lit by the soft glow of a lamp in the living room. I made my way to the kitchen and poured myself a glass of water. I was leaning against the counter, drinking my water, when I thought I heard soft footsteps. I looked toward the doorway to see who was coming. Barbara's petite frame came into view as she slowly walked into the kitchen. She was wearing a short, dark, silky robe loosely tied at the waist.

"Hey Jim, you couldn't sleep either?" she asked softly.

"Just thirsty," I replied.

"Just thirsty? That's all?" she softly teased as she walked up closer to me.

I stood there lost, not knowing what to say. She walked right up to me and took the glass of water from my hand. She closed her eyes and slowly brought the glass to her lips and took a small sip. She opened her eyes and looked up at me.

"Mmm. That's good, but not quite satisfying, is it?

With our eyes locked together, she cautiously moved closer till we were mere inches apart.

"Did you enjoy the panties I left for you on the hamper last weekend?" Her voice was soft and sexy as she looked into my eyes.

I didn't know what to say, and was too naive to even understand what was happening. I just sort of stood there frozen. With girls my own age, I was fine. But here I was with this beautiful, mature woman, and I couldn't believe it.

"It's ok, I wanted you to have them. I took them off and left them there for you."

I looked down at her, kinda in disbelief. It was happening. She did want me too. I smiled and nodded my head yes.

"Did you like them?"

"Yes, I did."

"Mmmm, did they make you hard?" she asked as she reached out and ran a finger softly across my chest.

I nodded my head again, confirming they made me hard.

"That's so hot," she whispered as she reached up with her free hand.

Sliding her hand around the back of my head, she pulled me down as she raised herself on her tiptoes. Our eyes remained fixed on one another until just before our lips touched. Her soft, luscious lips pressed against mine as we shared our first kiss. Her tongue gently slid across my lips before probing into my mouth. Our tongues swirled around one another in a slow, seductive dance. Gently, we pulled apart. A new lust-fueled look in our eyes. My cock pulsed as it filled with blood and started to swell.

We pressed our bodies together as our mouths met once again. Our arms wrapped around each other as we pulled our bodies closer. I slid my hands up and down her back, feeling the curves of her body through the silky material. Her hands explored my body. I slid my hands lower until I could feel them moving over her firm ass. I could feel my cock pressing against her body. She moaned into my mouth as I squeezed her firm ass and pulled her into me, pressing my swollen cock into her stomach. I reached between us and untied her robe. Pulling it open and off her arms and letting it fall to the floor. She had on a silk cami top and shorts under the robe. I put my hand on her waist and slowly moved it up over the curves of her body until I felt the firmness of her breast. Her nipples were hard and poked through the thin material against the palm of my hand. I felt her hands moving over my hard-toned body. Her fingers were reading my muscles like a braille map, leading her to the root of her desires.

Her hand slid past the waistband of my shorts and landed on my swollen cock. I could feel her breathing change as her hand massaged my cock through the thin material of my shorts. Her whole body quivered, and she seemed to hold her breath as her hand slid down the length of my cock. I reached around her and put both hands on her firm ass. I lifted her small frame up with ease and turned around, and sat her on the counter. I was now standing between her spread legs as we continued to kiss and explore each other's bodies. We were breathing heavily, and our lust was pushing us toward uncontrolled, animalistic sex. I hooked my fingers in the waistband of her silky shorts and started to pull downward.

"No. Stop," she said as she broke the kiss and pushed me back.

I looked at her, confused. She pushed me back some more and hopped down off the counter. She pushed me back against the counter and placed her finger to my lips. She looked down at the huge lump in the front of my shorts and then back up to my eyes. She slowly squatted down in front of me. Her eyes moved down my body until she was staring directly at the huge bulge. She reached up and slowly pulled my shorts down until my huge cock sprang free. She continued to stare at it as she reached up and wrapped her tiny finger around the huge shaft. As if mesmerized, she moved her hand back and forth slowly as she moved her face closer. A huge droplet of precum oozed out of the tip of my cock. She leaned in and stuck out her tongue, and liked the droplet from the slit like it was a lollipop.

She looked up at me, her eyes were glazed over with sinful lust. She leaned forward and pressed her suculent lips over the head of my cock. Her mouth was warm and wet, and her velvety soft tongue flicked across the head of my cock, sending shivers through my body. She moved her mouth back and forth as she swirled her tongue around the head of my cock. She started to pump her hand up and down the thick shaft as she sucked on the head.

The light from the full moon coming through the kitchen window highlighted her gorgeous face as she sucked on my cock. Every fantasy I had of this woman was coming true before my eyes. I could feel my balls tighten as the cum started to boil inside. My breath was coming in gasps as I started to move my hips back and forth fucking her mouth. She sucked harder and pumped my cock faster, pushing me over the edge. She looked up at me, and our eyes locked together as the first blast of hot cum shot up through my cock and erupted into her mouth. She closed her eyes and focused on swallowing blast after blast of cum. I placed my hand on her head for support as my legs got weak. She squeezed my cock and milked out every last drop of cum into her waiting mouth.

Once she swallowed the last of my cum she pulled her mouth off and gave my cock a few more pumps, making the last droplet of cum ooze out the tip. She playfully licked it off before standing back up in front of me.

"Mmmm, you taste so good," she softly said as she licked her lips.

She reached out and wrapped her hand back around my still firm cock as she leaned in a licked her tongue across my lips.

"Now we can take our time," she said as she pulled on my cock and led me toward the stairs that went down to my room.

Once we were in my room, Barbara climbed up into my bed. The light from the full moon cascaded through the window at a perfect angle to shine on my bed. Barbara looked gorgeous lying there. I crawled up on top of her and kissed her. Our tongues pressed into each other's mouths and swirled around. I kissed my way down her neck and across her chest. I raised up and pulled her silky top up, exposing her bare breasts for the first time. She pulled the shirt over her head and tossed it aside. Her breasts were round mounds of creamy flesh, topped with puffy pink nipples. I placed my hand over her breast and softly squeezed it, making the nipple push out further. I leaned down and sucked her nipple into my mouth and flicked it with my tongue. She put her hand on the back of my head and pulled me into her breasts. I sucked on the first breast and then the other. Barbara was making the sexiest little purring sounds as I sucked and teased her nipples.

I started kissing and licking my way down across her tight little stomach. I kissed her belly button before dragging my tongue lower across her skin. I hooked my fingers in the waistband of her silky shorts and pulled them down as she raised her hips. I pulled the shorts off her feet and turned back toward her. I was now kneeling between her wide spread legs. Her beautiful body was on full display. Her stomach heaved with the excitement of her carnal desires. A small patch of dark hair ly just above her suculent pussy. Her pussy was wet with her desire, and her moist lips glistening in the moonlight. I leaned down and kissed her thigh as I hooked my arms under her legs and moved my face down between her legs. I kissed her inner thigh and ran my tongue up her soft skin. Each time, I would get closer and closer to touching her lips. Her breathing was getting heavy, and her hips were moving, trying to make contact with my tongue.

Her pussy lips were filled with desire and opened like a beautiful flower. I softly ran my tongue along first one lip and then the other. Kissing and sucking on each lip before pushing my tongue deep between them into her hot canal of lust. The sweet smell of her arosal filled my nostrils as I tasted her heavenly juices. She moaned softly as I ran my tongue up between her lips and across her swollen clit. I started licking her pussy and rubbing my tongue over her clit as her hips started humping up at my face. I sucked gently on her clit as I pressed my tongue against the swollen bud and rubbed back and forth. I felt her hand on the back of my head, holding me against her.

"Yesss..Oh God. Oh God. Yesss," she moaned over and over.

Her hips were thrusting up against my face, desperate for release. I licked and sucked, edging her closer and closer to the ecstasy I wanted to give her. Her desire was leaking from deep within, coating my tongue. I could feel her body start to tense as her orgasm built up inside her. She moaned out as her body began to quiver and convulse.

"Ohhhh God. Yesss..."

I could feel her clit pulse against my tongue as her hips bucked wildly, as her orgasm shot through her body like small lightning bolts. Her body quivered as the pleasure of her orgasm pulsed through her body. I backed off and got up on my knees. Looking down at the object of all my sinful desires, my friend's mother as her body started to recover from the pleasure I just gave her. Her chest heaving and her moist pussy open, and wanting more. Her eyes were dark and sexy, glazed over with lust, pleading with me to take her.

I crawled up over top of her. Our eyes locked together in a lustful stare. I reached between us and aimed my hard cock at her welcoming pussy. I moved the large head up and down, working it between her lips. I pushed forward as her lips stretched around my thick cock. She closed her eyes as her head rolled back, as she felt my cock penetrating her. She let out a deep moan as she felt my cock pushing deeper into her pussy. I worked my cock back and forth, slowly working more and more of my cock into her. Her pussy was warm and wet and felt incredible wrapped around my cock. She wrapped her arms around me and pulled me down toward her. She kissed me passionately as I continued to work my cock in and out of her pussy. I pushed harder, and more cock slid deep into her. She gasped into my mouth as she broke the kiss.

"Oh my God, Yess," she moaned into my ear.

Encouraged by her moans of pleasure, I pushed my cock deeper into her pussy.

"Oh fuck, Oh fuck. That's it, give me all of it," she moaned

I pushed harder as my cock pushed all the way into her depths. Our pelvuses pressed together as I buried every inch deep inside her. She whimpered as her nails dug into my back. Held my cock still, buried to the hilt deep inside her pussy.

"Oh fuck, Yess! Fuck me.. Fuck me with that beautiful cock!"

I pulled my cock back slowly, feeling the walls of her velvety pussy slide across the skin of the thick shaft. Looking into her eyes, I started to slide my cock back in, stretching her pussy once again. Her eyes rolled back in her head as I felt her pussy contracting around my cock. Slowly, I picked up the pace until I was slowly sawing in and out of her pussy.

"That's it, Fuck me. Fuck me harder,"

I picked up the pace, thrusting my cock into her a little faster. My cock pistoned back and forth, plunging through her canal of lust. Her fingernails dug into my skin as I fucked her faster and harder. She turned her head to the side and bit into the skin of her arm to help keep quiet. I could feel her pussy tighten up around my cock as her hips moved up to meet my thrust. This gorgeous woman wasn't just letting me fuck her, no. She was fucking me back, desperate for release. I could feel my own orgasm approaching as the cum started to boil inside my balls.

My cock got harder and thicker as her pussy contracted around it. We were both trying to be as quiet as we could as our climax approached. I had to make her cum first. I held back as long as I could, and then I felt her pussy clamp down on my cock, and her body started to convulse. I felt my cock start to swell and started to pull out. She locked her legs around me and pulled me into her.

"Cum in me," she moaned

I pushed forward as the first jet of cum sprayed deep inside her pussy. Our bodies writhed together in orgasmic bliss as the waves of our orgasms crashed over us. Her pussy squeezed and milked the cum from my spurting cock until it stopped erupting. I pulled my softening cock from her pussy and collapsed onto the bed beside her.

We both lay there for a few moments as we caught our breath. The room was dark and quiet except for the sound of our breathing. I felt the bed move as she began to roll over. I looked at her as she propped herself up, looking at me. I could see concern in her eyes as she looked at me.

"What's wrong?" I asked.

"You can never say anything about this, you know that, right?"

"Of course," I said as I smiled up at her.

"I'd better get cleaned up and get back upstairs before I'm missed."

"Ok," I responded.

She went into my bathroom and cleaned up and then returned to my bedside.

"Sweet dreams," she said as she leaned down and gave me a soft kiss.

"Can I see you again tomorrow night?" I asked.

"I'm not sure yet. Let's just see how tomorrow goes. Ok?

"Ok, Good night," I told her.

"Good night."

She turned and walked out of my room, and I heard her soft footsteps going up the steps. I rolled over in my bed and pulled the covers up around me. I could smell her scent on my sheets, and the smell of sex was still heavy in the room. I couldn't believe I just fucked Mrs. B, my best friend's mom.

I couldn't wait to see what tomorrow holds.