The menacing rumble of an idling V8 grew louder, as it coasted ever so slowly up their driveway. The whole family knew exactly who it was, since Lewis had owned that car since senior year of high school. Being best friends with her son Jake the entirety of their school career, she developed a particular bond with this young man; one that had developed beyond her expectation.

Jake called out to his family, alerting them that he'd be back in a while, as he walked out the front door. Nancy sighed, walking to the window, watching her son jump in the passenger seat. The powerful roar of the engine-which she felt from inside the house-tickled her body as always, while she waved to them with a smile.

She was rather aware of her scandalous infatuation with Lewis, but couldn't help herself. As it is for most of us humans, attraction can be rather innate. Something about his masculine, yet smooth, confident nature, created such an alluring aura around him. He reminded her of a younger version of her husband, though Lewis was certainly more of a looker, with an athletic body to match.

Around midnight, her phone rang. Jake informed her that Lewis had one too many drinks to drive, and that he'd be spending the night with them. Nancy contained her excitement, and agreed with her son, as she heard Lewis yell out, asking for a girls number, with the cutest little slur in his voice. Nancy was smitten, alright.

As soon as she hung up the phone, she changed into a white lacy negligee, hidden under a rather boring, motherly robe. Once they arrived, she helped Jake bring Lewis to the guest room. Her son was an early riser, and she could see that he was ready for bed himself. She offered to take care of Lewis until he fell asleep, and Jake did not argue. He retired to his own room upstairs, and she set off to grab all that she'd need.

“Hey. How are you feeling?” Nancy whispered as she poked her head in the room.

“Not too bad, actually! Jake thinks I'm so wasted. Okay, maybe I'm teetering near drunk, but it's just a healthy buzz, I swear,” Lewis joked.

“You don't have to defend yourself. You're a legal adult, enjoy yourself,” Nancy reassured him.

“I'm sorry about your friend,” Lewis said with a softer tone, changing the mood.

“Thank you. We weren't as close as we could have been, but it seems that life only likes to take the good ones. We just never know how much time we have here,” she said, resting her head in her hand.

“That's true. It was breast cancer, wasn't it?” he asked.

“Yeah. She fought hard though. She was a strong woman,” Nancy recalled.

“Check it out,” Lewis said, pointing to his wrist.

“Oh, god!” she chuckled as she read his wrist band.

“We've gotta save the ta'ta's! And the wonderful women who have them!” Lewis said, trying to lift the mood.

“That we do! Are you a fan?” Nancy joked, feeling comfortable enough to do so since Lewis was buzzed.

“You betcha! Big, small, medium-I love them all!” he nodded.

“Especially when they're young and perky, I assume,” Nancy suggested.

“What? They're beautiful at any age. Are you worried?” he asked her with a serious look.

“Me? Well, I'm almost fifty, Lewis. Of course I'd feel self-conscious about them,” she admitted.

“Nothing to worry about, Nancy!” Lewis said with a wink and gentle smile.

“You think so?” she asked, as she loosened her the tie on her robe.

“I know so! You never caught me checking them out all these years?” Lewis smirked.

“Like, every chance I got, I starred at your chest like a pervert!” they both laughed.

“It's natural for a young man,” she tried to depressurize herself.

“Maybe so, but I didn't do that with every woman. You're so beautiful, kind, funny, and have always had a killer body! Even now! And they're just as voluptuous now, as they were when I was younger,” Lewis drunkenly confessed.

“Is that so?” Nancy asked, as her body flashed with warmth.

“God, yes! Remember how you'd go to Aerobics on Friday, and you'd wear that one-piece Spandex outfit?” he asked.

“Yeah?”

“I'd struggle so hard not to gawk at you. Your chest always stood out no matter what you wore, but god damn, they were so sexy in that thing. Most of those nights, I couldn't sleep unless, well, you know?” he blushed.

“Oh! Naughty boy!” she flirted with him.

She chuckled as he continued to compliment her on her body, but she began to think of him sneaking into the bathroom, dropping his pants, and working his erection until he popped.

“You know, Lewis. When you and Jake were on the wrestling team, I wondered how aware you were of your body in your uniform?” she asked, watching his eyes take notice of her robe sliding open.

“What do you mean?” he chocked as he realized that she wasn't wearing a bra under her sheer negligee.

“If I can be blunt? I loved how you never wore anything under it. I don't think there was a woman in the audience who didn't take note of it. Unlike you though, I didn't struggle with looking. I enjoyed viewing every detail I could see, which was all of it. You weren't aware that everyone could see how long and thick your penis is? Or that anyone who came up to you after to shake your hand, could see the tip of your penis if they simply looked down? ” Nancy asked while dropping the robe to the ground as she stood.

“I don't think I really thought of it,” he breathed, seeing her fully naked body appear through the sheer material.

“No? ” Nancy said, as she crawled up the bed, and unbuttoned his pants.

“Like, how I can see all of you right now?” he asked as she unzipped his pants.

“Yes! Just like that! Want to know what I imagined all those nights?” she whispered in his ear.

“W-What's that?” he stuttered.

“How good that big, hard, young cock would feel as it slid inside of me,” she said as she nibbled on his ear.

“Really?” he moaned.

“Mhm. And how much cum those heavy balls would fill me up with,” she admitted in a quiet sensual voice.

Lewis moaned and twitched, as her hand reached inside his boxers. She held it to his body, as she pulled at his bottoms. He lifted his ass, and she pulled them down, exposing his bareness to her eyes. She straddled him, and started to work his girth and length inside of her. She cried as his presence inside of her was unlike anything she ever felt before.

“Is my cock really inside of you right now?” Lewis asked as his breathing barely allowed him to talk.

“Yes, but I can't keep you there. I just needed to know. I couldn't bare to wonder anymore,” her voice coated in sexual energy.

“Please, let me fuck you,” his liquored mind could barely articulate.

She slid off of him, and grabbed a tube of lube. It was her favorite flavor; honey. He mumbled protests as she coated his cock with, and squeezed a good amount on her breasts. She pressed them together, and slowly slid them down, over his cock, and his protests stopped immediately. His eyes watched her breasts massaging his cock, and how her mouth grew closer and closer to his head each time.

After a few minutes, her pace quickened, and she'd lick the tip every other time. The next drop down, she took him in her mouth, allowing her hands to explore his shaft and balls. Her tongue swirled around the tip, and Lewis jerked his hips, almost wildly each time. He began to moan and breath heavy, and she knew he was about to cum.

She began working his cock with her breasts until his hips thrust forward. She took him in her mouth, keeping his cock buried between her breasts, and sucking on the head of his cock. Heavy ropes of cum filled her mouth as he grunted. She moaned at the flavor of his cum mixing with the lubricant.

“I've been waiting to do that for a long time,” she admitted.

“Oh my god! Did that just happen?” Lewis asked almost confused.

“You were just titty fucked, sucked, and swallowed by your best friends mom, yes,” she giggled.

“By a sexual Goddess, you mean! It still feels like I'm sliding between your breasts,” he said while his eyes were closed.

“That's because you're inside of me! I didn't think I could, but I need this!” Nancy told him as she trembled.

“How did I not?” he began to ask her, looking down to verify.

“You're buzzed, and having the best sex of your life!” she sensually spoke.

“Oh, god,” he breathed.

“Hold on to the sheets, Lewis. We've got years of lust to work out and only so many hours left of the night,” Nancy whispered in his ear as her hips buried as much of his cock as she could take.