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The Milf Chronicles - Holly Part 2
By
xxSnakePlisskenxx

The Milf Chronicles - Holly Part 2

Holly released Jake’s now-throbbing cock and straightened up, then put her hands on his shoulders and pushed him back onto the bed. Before he could scoot back onto the bed and get his feet off the floor she climbed on the bed next to him, then turned to face his feet and swung her leg over his body, straddling him. She moved along his body until her pussy was right above his cock, and the sight of the muscles of her big ass flexing with her movements made his cock jump. Then she reached down and grabbed his cock, pointing the head at the entrance to her pussy. She rubbed it up and down her slit a few times, spreading her slickness all over it, and then put the head against the opening. In one slow, deliberate movement she swallowed his cock with her pussy, moaning as he filled her, stretching her pussy; she continued sliding down his shaft until he was completely buried deep inside her, her ass resting on his hips.

Her pussy was tight, incredibly tight, and very wet. He could feel her inner muscles shift, gripping his cock and releasing it as she adjusted to having him so deep inside her. The sight of her full, rounded ass on him and the sensations of her pussy wrapped around his hard cock like a hot, wet velvet glove excited him more than he’d ever been before. Then she put her hands on the tops of his thighs and began to move her hips, sliding slowly up and down the length of his shaft, sliding up until the head was still trapped inside her clutching pussy, then sliding back down until her ass rested on his hips.

Holly settled into a steady, smooth rhythm, and he watched her incredible ass flex and move as she slid up and down on his hard cock. Watching her ass moving up and down as she swallowed his cock with her pussy over and over again was extremely exciting to him, and a big turn-on. The “Reverse Cowgirl” was one of his favorite positions, and he knew that if she kept this up he’d be filling her pussy with his cum in no time. But he was determined to hold off as long as he could – he had no idea if he’d ever have a chance to share a bed with this cougar again, and he wanted to enjoy it for as long as possible!

“Aaahhh, Jake, you feel so good inside my pussy!” She breathed. “So very, very good! Mmm, oooooh, so gooooood!”

After a minute or so more of moving up and down on his cock, Holly reached between his legs and grabbed his balls, massaging and squeezing them with one hand while she supported herself with the other. This would set him off and he knew it, so he told her so.

“Holly, that…that will make….oh, man!....that will make me cum.” Jake stammered as she rocked on top of him, still squeezing and massaging his balls.

“Hang on, Jake. Hang on, it is not time for you to cum inside me yet!” She said over her shoulder. She released his balls and rode him a bit harder, dropping her big ass down on him with every downstroke and making the bed shake. He loved watching the muscles of her ass ripple each time she dropped down on him, and he reached out to squeeze her ass with both hands.

“Yes, baby, yes! Squeeze my ass, squeeze my ass! Squeeze it hard!” She cried, never pausing in her motions. Jake did as he was asked, squeezing the round globes of her ass as hard as she could. She picked up speed, her ass moving faster, dropping her wet pussy down on his cock harder, making the bed bounce with her efforts. This was good, Jake thought, because fast fucking like this didn’t make him cum anywhere near as fast as long, intense, deep strokes did, so he knew he could hold out for a while until Holly came again – if she was going to, he thought.

She was going to, he found out, and she was going to right now. With a scream Holly slammed her hips down onto him, swallowing his cock with her clutching, squeezing pussy as her orgasm hit. She sat up straight, reached up and grabbed her breasts, squeezing them hard as she cried out, her hips moving in circles as she ground her ass down and around on Jake’s hips. He could feel the muscles of her pussy spasming, contracting and releasing around his cock, as she came hard. He felt her juices running down his balls as she released her breasts and grabbed his thighs, pulling herself down onto him and forcing his cock deeper into her as she squeezed it with her pussy, caught up in the most intense and powerful orgasm of her life. She dropped her head and moaned loudly as she ground her hips around and around, her ass flexing as she milked his cock, riding her orgasm until at last it was over. He felt her whole body relax and her shoulders slumped, and he could hear her gasping for breath as her pussy fluttered around his cock for the last time. She was covered with a fine sheen of sweat, her skin glistening in the light of the room. She slowly, very slowly, began to rotate her hips around in small circles on his still-hard cock, and Jake knew she was doing that just to keep him hard.

After all, she said she wanted him to cum inside her pussy, and he hadn’t done that yet. And he had a feeling that this woman wasn’t going to let him go until he did everything she wanted him to.

Holly sat up straight, still slowly grinding her hips with his cock still inside her, and ran her hands up through her hair as she stretched. Jake just sat back and watched her ass flexing as she worked at his cock inside her, slowly riding him and keeping him hard. She let out a satisfied groan as she stretched.

“Mmmmmm, that was wonderful!” She said, now moving her hips back and forth, slowly, teasing him and keeping him hard. “I have never had such an orgasm! You are simply wonderful, Jake, and you have such a wonderful cock! I cannot wait to feel it shooting your cum inside my pussy!”

“I’m looking forward to that myself, Holly.” Jake said, reaching down and gently squeezing the cheeks of her ass. “So why don’t you turn around so I can do just that?”

“Yes, Jake, I think it is time.” She said over her shoulder, then leaned forward to put her hands on the mattress for support as she lifted her hips and let his cock slip out of her. It slapped against his stomach as she set it free, and then she turned around on the bed and straddled him once again, this time facing him. She had a satisfied smile on her face, but the smile also said that she wasn’t quite finished with him yet, that she had a bit more in store for him. She sat on his hips, one knee on either side, her pussy resting longways on his cock, and Jake watched her huge breasts swaying heavily with her every movement. She began sliding her pussy up and down the underside of his cock, her outer lips spreading to envelope the sides, as she spread more of her slick love juices on the shaft. It was an incredible turn-on, and Jake’s cock twitched as he watched her move on him.

“I think it is time for you to fill me up, to shoot your cum deep inside my pussy, to let me have it all.” She said, still sliding up and down the underside of his shaft. “Do you not think so, too?”

“Oh yes, I do.” Jake replied, “I most certainly do!”

“Good! So now…” She said, standing up on her knees and lifting her slit from his shaft and taking hold of his cock with her hand. She put one foot up on the bed to give her room, and then pointed his cock straight up at her slick opening. She slid the head between her lips and into her hot tunnel, then put her knee back down on the bed and sat straight down, impaling herself on his cock. She looked him in the eyes as she slid down on him, her mouth falling open and a moan escaping her as she settled down on him. His cock was completely buried in her pussy, and he could feel the globes of her firm ass on his balls. She rotated her hips slowly, grinding her pussy down onto him, and then moved her hips forward and back, sliding along the underside of his cock and putting pressure on her clit. Her eyes never left his, and when he reached up to take her mammoth breasts in his hands she put her hands on top of his and kept them there as he squeezed the huge globes, squeezing his cock with her pussy in return.

After a few minutes of this Holly leaned forward, putting her hands on either side of his head. Then she lowered her face down to his and kissed him, gently, her tongue slipping into his mouth as he pulled on her big, erect nipples. She moaned into his mouth and began to move, sliding up and down his cock in long, firm, deliberate strokes, squeezing his cock with her talented pussy as she moved. The kiss became more intense, her tongue dancing with his, as she continued to slide up and down his shaft. She broke the kiss off at last, lifting her head and closing her eyes, her mouth slightly open, her breathing becoming harsher as she fucked him. He lifted one of her heavy breasts to his lips and sucked the nipple into his mouth, and her hips twitched hard in response. She continued to ride him in long, firm, deliberate strokes as he sucked first one and then the other nipple into his mouth, sucking on them hard, squeezing and massaging her big breasts as he did so.

“Yes, yes, Jake, yes, just like that! I’m gonna cum again, soon, and you will come with me.” She said, looking down at him. “Will you cum inside me and fill my pussy up with your cum?”

“Yes, I will.” He replied, “and soon!” He could feel his balls tightening as the squeezing, clutching motions of her cock were finally getting to him. She smiled at him and squeezed her pussy around his shaft even harder, increasing not the pace but the intensity of her strokes on his cock. He squeezed her big breasts hard, and she knew he was about to explode. She kept looking at his face as she worked at his cock, now beginning to rotate her hips on the downstroke.

That did it! With a groan Jake came, his cock pumping and shooting thick, hot streams of cum deep into Holly’s clutching, gripping pussy. She laughed aloud once and then cried out as she came, her third orgasm ripping through her as Jake’s cock pumped and throbbed inside her tunnel again and again. She dropped her hips down on his spurting cock and stayed there, grinding down on him as she squeezed the cum from him with her inner muscles as he filled her up. Jake squeezed her breasts hard as he came, and she loved it!

After what seemed like an eternity Jake’s cock stopped spurting inside her as the spasms subsided, his orgasm over and his balls empty. She sat straight up on him, milking the last few drops of cum from his cock until she was sure he was completely empty. Jake just lay there, gasping for breath, with Holly smiling down at him. After a minute or two she leaned over and kissed him again, slowly, gently, lovingly, her big breast resting heavily on his chest. Then she laid down on him, resting her head on his chest, closing her eyes and stayed there until his cock was soft enough so that it finally slipped out of her.

When she opened her eyes she found herself in complete darkness, lying on her bed and she was almost completely naked. Holly laid there in a euphoric state. A little while later she drifted back off to sleep.

Holly woke up feeling relaxed, alive. She stretched as she lay on her bed and remembered the dream she had. Of how she had seduced her son's best friend.

She decided to go to the apartment pool on the top of the building to get some sun. She had the day off from the hospital and wanted to work on her tan, so she had put on the skimpiest bathing suit she owned, a black thong with cups barely big enough to cover the nipples on her huge breasts and a bottom which just barely covered her shaven mound. She didn’t expect anyone to be there nor did she expect anyone to be up there for the next few hours, so she intended to take her top off once she got settled. And if she was really feeling naughty, she’d take her bottoms off as well. She hated tan lines and would tan naked every time she got the chance. She adjusted the strings of the bikini as she stood in front of her full-length mirror, looking at her reflection and was pleased with what she saw. She stopped by the bathroom to pick up a large towel and a bottle of tanning oil, then headed for the stairs that led to the pool.

When she walked through the door to the pool area she saw that Jake Allen was already there. He wasn’t supposed to be home right now. He was supposed to be at a school with her son, but that really didn’t matter. Holly was going to carry through with her plans for her afternoon regardless, and she had absolutely no qualms about taking off her top in front of Jake even if he was her son‘s best friend. She always liked getting a man’s attention anyhow, always dressing to show off her big breasts, rounded ass and shapely thighs, and would have no problem stripping bare in front of him or any other man. Nudity didn’t bother her – never had, and she didn’t think it ever would.

And besides, she’d always thought Jake was hot anyhow, and he had been the subject of more than one of her masturbatory fantasies. She also knew that he thought she was hot as well. She had the feeling that he’d fuck her if she gave him the chance. And considering that Jake made her pussy wet and her nipples hard every time she saw him, she knew that she wouldn’t hesitate to give him that chance should it ever arise.

Jake didn’t hear her come out of the house, so she had a chance to look him over as she walked up on him. Jake was lying on his back on a chaise lounge in his surfer-style swimsuit. Holly liked the style of swimsuit he was wearing, she thought the only bad thing about them was that she couldn’t see his cock.

“If only he was wearing Speedos.” She thought to herself as she walked over to him. “I’d be able to see everything!”

She absolutely loved sex and everything about it, and was always ready to take on anything or anyone that may come her way. When she walked out into the pool area that day, she had absolutely no idea that she was going to live out her dreams.

She let her eyes roam over the bodies Jake lying in front of her, still unaware that she was approaching. She felt her nipples start to tingle as her mind began to envision all the fun she could have with him. Then she was struck with an idea, and just the thought of it made her pussy start to get wet. She smiled as she decided on what she was going to do, and spoke to Jake as she got close to them.

“Hi, Jake!” She said, and Jake turned his head to look. Holly thought she could see some slight movement in the front of his trunks as he lay there. “I didn’t expect to see you here at this time of day!”

“Hi, Mrs. Madison.” Jake replied, looking her up and down. Damn, she looked good! He thought. “I decided to stay home today and relax for the day, get some sun, and just take it easy.”

“So I see.” She replied.

“Why don’t you pull up a lounge and join us, Mrs. Madison?” Jake asked, motioning to the lounge a few feet away. “Plenty of sun to go around!”

“That’s why I came out here, to work on my tan and relax,” Holly replied, walking over to the lounge. She could feel a pair of eyes on her ass as she walked, and she swayed her hips a little more just for them. She moved the lounge a little closer to Jake and positioned it so that her feet was facing him, giving Jake a clear view of her once. She spread the large towel out on the chaise lounge, put her bottle of tanning oil on the small table next to the chair, and then laid down on her back, putting her heels on each corner at the foot of the lounge under the pretense of getting sun, but she really did it so Jake would have a clear view of her pussy. She laid her head back and smiled up at the sun, letting Jake get a good look at her lithe body.

“Ahhh, this feels good!” She said, closing her eyes and smiling up at the hot sun beating down on her. “I just love laying out in the sun and getting a tan! The hot sun always makes me feel so good!” She lifted her head up and looked over at Jake. “Don’t let me interrupt anything, just keep on with what you was doing.” She said, smiling at him. “I’m just going to lay here and relax, and you just pretend that I’m not even here!”

“That’s gonna be kinda hard.” Jake said. “Among other things!”

Holly sat up and looked over at Jake, an innocent look on her face. “Why, whatever do you mean, Jake?” she asked, trying to put on a pouty face but then breaking into a smile.

“I mean, Mrs. Madison, that the way you look in that tiny bathing suit of yours would be enough to give a dead man a hard-on!” Jake replied.

“So are you trying to tell me, Jake, that you have hard-on?” She asked, sitting up straight.

“Maybe or maybe not.” Jake replied.

“Well, then.” Holly said, rising from the lounge and standing up, “I’ll just have to see what I can do about that!” Then she reached behind her back, untied the bottom string of her top, then reached behind her neck and untied the string there. She pulled the skimpy top away from her big breasts and dropped it onto the small table next to the suntain oil. She immediately felt the heat of the sun on her naked breasts, and it made her nipples get hard and the areolas crinkle up. She looked over and saw Jake looking at her big, firm breasts, and the look in his eyes was unmistakable. She toyed with him a little more by putting her hands on her hips and rocking her shoulders back and forth slightly, waving her jutting breasts at him.

“So how about now?” She asked Jake, looking at him. “Are you getting nice and hard now?”

“I think I am,” Jake replied, running his eyes up and down Mrs. Madison’s body. “I think I most certainly am!”

“So just what are you thinking?” Holly asked, crossing her arms under her breasts and shifting her weight to one foot

“I’m thinking that you’re my best friend mother.” Jake replied.

“He is not here and right now. I’m so hot and horny I don’t care about that. He doesn’t have to find out.” Holly replied with a husky voice.

“Yeah that’s true, but I may be more than you can handle!” Jake replied.

“The real question is, can you handle ME?” Holly replied, reaching down to pick up her towel, oil, and bikini top. “Let’s go!” She turned and walked towards the house, Jake got up and followed behind her. He watched her firm, rounded ass wiggle as she walked to the doorway, then followed down the hallway toward her room. Once there she tossed what she was carrying onto her nightstand, then turned to face Jake. She held her arms out wide to him, one knee cocked forward.

“So what toy do you want to do first?” She said. She was so horny and wet by now that she could hardly stand it!

“Not yet,” Jake said, “First you have to take your bottoms off so I can see you naked.” Without hesitation Holly hooked her thumbs in the sides of the bottoms and slid them down over her hips and down her legs, stepping out of them and tossing them aside. She was naked now, her pussy visible, the outer lips bulging with excitement. She could feel her juices flowing, and her nipples were so hard they were throbbing.

“So, Jake, do you like what you see?” She asked, holding her arms out. “Am I hot and sexy enough for you?”

“I’ll say!” Jake replied, his eyes traveling up and down her body. “I always knew you were hot, but not this hot Mrs. Madison!”

“Call me Holly.” She replied.

Holly molded her body against his, surprising him, and he could feel her large breasts pressing against his chest. Their tongues danced in a fiery kiss, and as his cock began to react. She felt it and pressed her hips against him, rubbing hard against his growing length. He slid his hands down her back and grabbed her by the bare ass, pulling her against him. When the kiss finally broke he was hard as a rock and they were both breathless.

“Wow!” He said, nearly gasping for breath. “I never expected that Holly!”

“But! I bet that you never expected this, either.” She replied, bringing her lips close to his ear. She ran her tongue first around and then in his ear, making him shudder with desire. “I’ve wanted to fuck you for a while.” She said, nipping on the side of his neck. “And now that I’ve got the chance, I’m going to fuck your brains out!”

“I can take anything you can dish out!” He replied.

“We’ll see about that!” she said, grinning at him. “Right now you need to get those shorts off of you!”

Holly reached in and took his throbbing cock out of its confines. Then she took the elastic band and pulled his swim shorts down to his ankles. Jake stepped out of them. She reached up and lovingly stroked his cock. Jake felt he could explode. She kissed his tip and whispered to it.

“My, look at that! A nice, big, thick cock! “ Holly was impressed with the size of Jake's cock. She had never imagined that he was packing such a big dick.

She stuck out her tongue and licked his cock from the base to the tip, slowly and firmly, sending shivers up his spine. Once she reached the tip of his cock she swirled her tongue around it, pumping it with her hand, before sliding her tongue back down the underside to the base. She did this several times, being rewarded each time with a drop of precum which she immediately licked off and swallowed down. On the third trip down the underside of his cock she continued on to his balls, licking them and then placing her lips on one and gently sucking it into her mouth. Jake moaned as she rolled his ball around in her wet, sucking mouth, pulling on it as she moved her head back before letting it pop out of her mouth. She repeated the treatment to his other ball, all the while pumping his cock with her hand and spreading his precum over the head.

After sucking on his balls for several long, enjoyable minutes she slid her tongue up the underside of his shaft to the tip, then placed her lips onto the head of his cock and sucked the precum from him. Then she slid her lips over the bulbous head, pushing her mouth down onto his throbbing cock, slowly engulfing it with her wet mouth. Jake looked down and watched as his cock slowly and steadily disappeared into Holly’s mouth, inch by inch. She never hesitated as his cock reached the back of her throat and pushed past it, continuing down his shaft until her nose was buried in his navel. He was amazed as he watched Holly deep-throat his cock. He moaned again as he felt her swallow around his cock as she massaged and tugged on his balls, her mouth stretched wide around his shaft.

Then she began to move, sliding her mouth slowly up his shaft until just the head was inside her mouth and immediately sliding back down his length again until she had his whole cock down her throat. She slid her mouth up and down his cock slowly and deliberately, sucking on it as hard as she could as she deep-throated him. After a few minutes of this she slid her mouth from his cock.

“Oh, yeah, I can deep throat, too!” She smiled at him, a wicked, evil smile.

“Oh my God, Holly, you are good at that!” he said, his breathing quickening slightly as she went back to deep throating him. “I’ve never had anyone suck my cock like this before!”

“Thank you, Jake.” she said, licking the sensitive underside of his cockhead and making him jump a bit. “You have such a big cock, and I love to suck on it and make you happy!” She was looking at him with those deep, emerald green eyes which were now filled with lust as she continued. “But now I am ready to make you cum in my mouth, to feel your cock pumping in my mouth and taste your cum on my tongue and down my throat. Are you ready to give me your cum, Jake?”

“Oh, yes, Holly, I most certainly am!” Jake replied.

She increased the tempo slightly and pulled on his balls, and that sent him over the edge. Jake moaned out loud as his cock erupted in Holly’s mouth, shooting a long, thick stream of cum into her sucking mouth and right down her throat. Holly moaned with pleasure as she felt his cock pumping and throbbing on her tongue as it pumped stream after stream of hot, thick cum into her mouth, and she slid her mouth all the way down on it and held it there. She swallowed once, twice, three times around the head of his cock at the back of her throat as it spit cum down her throat again and again. Jake grabbed her head and held on for balance as the intense spasms of erotic pleasure rocketed through his cock and balls. She reached around him and grabbed his ass with both hands, pulling him to her and driving his cock deeper into her mouth at it pumped his cum down her throat. Five, six times his cock spasmed on her tongue until the pumping finally slowed, the last bit of his cum spitting out onto her tongue to be immediately swallowed down. Jake was gasping for breath, his knees shaking as Holly slowly slid her mouth up the length of his cock, gently sucking on it and running her tongue along the underside as she went. She wrapped one hand around it when only the head was in her mouth, pumping the last few drops of cum from his cock and onto her waiting tongue. She slipped his cock from her mouth and then held her mouth open for him to see the last bit of his cum on her tongue, then closed her mouth and swallowed it, smiling up at him.

“I loved the feeling of your cock cumming in my mouth!” She said with a wicked smile.

“And I love the way you taste.” She said, licking his cock again. ’ Would you like to taste Maria’s pussy?”

“Oh, I’d like that very much!” He replied, his own wicked grin on his face. He had always loved eating pussy and had been told more than once that he was very good at it, and he couldn’t wait to get his lips wrapped around Holly’s clit. He wanted to make her cum as hard as she had just made him cum, and he wanted to do it more than once.

She took him by the hand and led him into her bedroom. She walked over to the bed, then turned him and pushed him onto the bed on his back. He slid up onto the bed, lying full length on the mattress, and then Holly climbed up onto the bed with him. Her huge breasts swayed with her movements as she straddled him facing his feet, throwing her leg over him and giving him a glimpse of her smooth shave pussy lips as she did so. He could see that they were already glistening with her wetness, and the sight made his cock twitch and begin to get hard again. She backed up on her hands and knees until her pussy was right over his face, a knee on either side of his head, her large ass casting a shadow over his face. He felt her grasp his cock with one hand and his balls with another, and he could feel the massive globes of her firm, full breasts pressing into his stomach. He reached up and slid his hands under and around her thighs to grip her ass with both hands as she lowered her hips down and brought her pussy to his lips.

He slowly licked her smooth outer lips, tasting her for the first time, parting her lips with the tip of his tongue. He ran his tongue up and down her slit, avoiding her clit on purpose, feeling the silky smoothness of her pussy on his tongue. She slipped her lips around his hardening cock as he continued to slide his tongue up and down her slit, and he heard her moan around his cock as he probed her with his tongue.

“Mmmm, yes, Jake, yes!” She said breathlessly. “Slip your tongue inside my pussy, let me feel it inside me!” Jake did so, pushing his tongue as far as he could inside her wet tunnel, and he felt her contract around it as she slipped her mouth back onto his cock. She pushed her hips down lower, pressing her pussy against his mouth as he fucked her with his tongue. After sliding it in and out of her clutching pussy for a few moments he slipped it out, slid it along her slit, and found the hard nub of her clit. She yelped around his cock and jumped as he ran his tongue over it, and she closed her thighs a little as he did this.

Jake heard Holly moan around his cock as he placed his lips on her clit and gently sucked it into his mouth, and she pressed her hips down slightly as he did so. She was sliding her wet, sucking mouth up and down his hard shaft as he was sucking and pulling on her clit with his lips, her juices flowing freely. After a few moments of this he felt her slip his cock from her mouth, grasping it with her hand and pumping it as she gasped for breath. Her breathing was quickening with every moment, her thighs slowly coming together around Jake’s head as he continued sucking on her clit. He slid his hands up the outside of her thighs and put them on the cheeks of her ass, squeezing hard. He could feel her breath on his stomach and shaft as she gasped for breath.

“Oh my God, I’m gonna cum!” She cried, panting for breath. “I’m gonna cum, Jake, I’m gonna cum, I’m gonna CUM!!”

Without warning Holly came and came hard, her big thighs clamping closed around his head and burying his face in her pussy and ass as the waves of her orgasm flashed through her body. Her whole body shook with the intensity of her cumming, and she cried out as her orgasm ripped through her. Her pussy flooded Jake’s mouth, but he held fast to her clit and kept sucking on it as her thighs tightened on his head. She squeezed his cock hard, hanging on to it like a handle for support as the strength of her orgasm took her. Jake found that between her pussy mashed down onto his face and her thighs clamped around his head that he couldn’t breathe, and he just hoped he could hang on and not pass out before she finished cumming.

Just when Jake was starting to starve for air he felt her thighs begin to relax as her orgasm started to fade, and he stuck his nose up between the cheeks of her ass for air. He released her clit from his mouth and pried her thighs apart from his head so he could take a deeper breath, and he felt her body relax and go limp on his. She held her grip on his hard shaft, not pumping him but just holding on as she gasped and panted for breath. He could feel her breath on his hip as she breathed.

"Do you want to fuck me?" Holly whispered.

"Yes." He breathlessly replied. "Let me fuck you Holly, please let me do you."

Holly sat up and spun around to face him, bracing her hands on his shoulders as she sat down on his hips. Her big, soft breasts with their huge nipples dangled in his face as she trapped his cock lengthwise between her pussy lips, sliding it up and down the underside of his shaft, covering it with her juices.

“Oh my God Jake, that was fantastic!” She said, still breathless, grinning down at him. “I haven’t cum like that in years!” She continued to slide her pussy up and down the underside of his shaft, teasing him. He reached up and grabbed her swaying breasts, squeezing them hard and tugging on the nipples. She inhaled sharply.

“Oh, yes, Jake! Squeeze my tits! Squeeze them hard! Pull on my nipples! Yes, that’s it!” She said as he pulled, tugged and squeezed her breasts and nipples. Her pussy was flooding; she was more than ready.

“I want to feel my cock inside you.” Jake said, looking up at her and squeezing her breasts.

“Good, because I want to feel it inside me too!” She replied in a low husky voice. She lifted her hips and reached down, grabbing his cock and pointing it up towards her pussy. She slid down onto it, taking the head inside with ease, then braced herself on his shoulders again. Then she dropped slowly down on his cock, engulfing all of it with one motion, his cock sliding easily into her wet tunnel. She moaned as she rested on his hips, his cock buried deep inside her. She could feel her ass pressing against his balls as she slowly ground her hips around in a circle.

“Oh my God, that feels so good!” She cried out. She then started to ride his cock. She leaned forward and put her hands on the bed on either side of his head, bringing her big tits to his face as she slid slowly up and down his shaft. He reached up and squeezed both big tits, pulling them to his face as she squeezed his cock with her pussy in return. He sucked on the big nipples one at a time as Holly continued to ride his cock up and down, moving her hips around and around as she did so. He sucked hard on her nipples until they were red and harder than ever

“Oh! Oh my God, yes! Yes! Fuck me harder! Harder!” She screamed as her orgasm hit.

“That’s it, baby, cum for me!” Jake said, squeezing her breasts hard as she continued to cum. She cried out again as she slammed her hips down hard on his cock and held them there, and he could feel her pussy trembling around his shaft.

When she finally finished cumming she sat on top of him, panting for breath as he gently massaged her breasts. He was still rock-hard and buried inside her, and when she finally opened her eyes and looked down at him, she said, “I guess I ought to let you cum again, huh?”

“That would be nice,” He replied.

“I know just how I want you to cum Jake!” Holly said with a lust filled voice.

“How?” Jake replied.

“Fuck me in the ass” replied with a wicked smile.

“What?” Jake could not believe what she just asked him.

“I want your hard dick in my backdoor, Jake. Will you do it for me?” Holly smiled down at him.

“You mean fuck you in your ...?” Jake replied.

“Yes, in my ass, please. I really need to be fucked there as well. I know you’ll love it in there too.” Holly smiled with a wicked glint in her eye.

Holly really wanted him to and he did not want to ruin the day. Who knows, maybe it wasn’t so bad?

Without warning Jake flipped Holly off of him and onto the bed, quickly moving in behind her and turning her on her stomach. Then he grabbed her by the hips and pulled her up onto her hands and knees, her big breasts hanging down in front of her.

“Where do you keep the lubricant?” Jake asked, looking around the room.

“Where else would sex lubricant be?” Holly chided him. “In the drawer of the nightstand right next to you!” Jake opened the drawer and found the tube of lubricant, then squeezed a generous amount out onto the head of his cock. He spread it around his shaft and then squeezed a glob out right onto Holly’s little opening, then pushed some of it in with his finger. Holly flinched at his entry but tingled at the same time. Jake moved into position behind her.

“Ready?” Jake asked, gripping her hips with one hand and placing the head of his cock against her asshole and rubbing it around a bit. Holly gripped the edge of the bed with both hands, closed her eyes, and braced herself.

“Okay, I’m ready!” Holly replied.

Jake pushed forward with his hips, driving the head of his cock against her tiny hole. Holly groaned at the pressure and the first twinges of pain, but held her ground. She summoned her resolve and actually pushed back against her Jake’s cock, forcing her asshole to stretch and take him in. She closed her eyes and groaned as she pushed, feeling his cock start to penetrate her, and she pushed harder.

With a nearly audible ‘pop’ the head of Jake’s cock slipped into her ass, stretching her painfully. Holly cried out as the Jake’s cockhead entered her, and she gripped the edge of the bed so hard she thought she would tear it.

“Just hang on, Jake, don’t move.” Holly gasped, trying to adjust to the discomfort. “Give me a minute to get used to it before you start to move!”

A few minutes later, he pulled her back to him by her hips, slowly but firmly, and she cried out as his cock started sliding deeper into her tight ass. He pushed steadily, slowly sliding more and more of his cock into her, and she cried out again.

“Oh my GAWD, it’s so fuckin’ BIG! ARRGH!!” She cried, grimacing as Jake’s cock slid further into her ass. Through the pain the pleasure started, and Holly felt her pussy moisten and her clit start to tingle as more of Jake’s cock invaded her ass. “Just….just…don’t, don’t….” She stammered as Jake pushed, “Just don’t fucking stop!”

Holly screamed as she felt Jake’s balls bump against her pussy, and she knew that he was completely inside her ass. The pain was quickly turning to a mixture of pain and pleasure, and Holly wanted the pleasure part to take over – needed it to, actually.

Jake began to move then, sliding his cock slowly in and out of her ass in short, firm strokes. The more he stroked the more her ass accepted him, and the more pleasure she felt. The pain quickly subsided into a dull throb, replaced by a type of pleasure that Holly had never known before. She’d done anal before, but never with someone as big as her son‘s best friend, so the effects were tenfold what she’d experienced before. Jake moved her ass up and down the length of his cock with his hands on her hips, and Holly got up on her hands to meet his thrusts. Her big breasts hung down in front of her, bobbing back and forth with her motions as she moved on Jake’s cock. He reached around and grabbed her breasts and gripped them hard as he thrust his cock in and out of her ass, using them as leverage. She could feel another orgasm coming, and it was coming fast!

“Cum, you son of a fucking bitch, cum!” She hissed between clenched teeth. “Cum inside your best friend mom’s ass!” She was moments away from cumming herself and wanted them both to cum at the same time. That’s the only way she thought she would be able to endure much more of the terrific pounding Jake was giving her ass.

Jake released her breasts and grabbed her hips, thrusting hard and fast, and then he shoved forward as he came. His cock exploded deep in her ass, the cum shooting out in thick streams, and as Holly felt his cock begin to pump and throb inside her ass she came as well, her orgasm ripping through her body from her clit outward. Holly was delirious muttering a stream of obscenities and incomprehensible commands at him.

Feeling his convulsions inside her Holly let loose a scream that any banshee would envy as she surrendered herself to an enormous orgasm. Jake was knocked speechless as this woman's body convulsed and shook form her orgasm. He had seen women cum on porno movies, but Holly was exceptional. Every movement of his cock seemed to trigger yet another orgasm. Holly's knees gave in and she fell forward into oblivion her tight hold on his cock pulled him down too. The effects of her orgasms made her ass milk his cock like he had never before experienced. Before Jake knew it, he was cumming into this orgasming girl's ass for a second time.

Jake reached around her legs to her pussy, rubbing her clit. Holly's orgasm seemed to continue endlessly, as the slightest touch to her oversensitive genitalia sent her body into spasms of yet another orgasm. Jake watched her as her body went out of control. She looked so helpless as she orgasmed, sweat poured from her - him too. He pulled his semi-hard cock out of her, causing her to writhe in orgasm some more.

“You were fantastic Jake.” Holly said, smiling. “And I can’t wait until we can do this again!”

“Same here Holly.” Jake replied. “And I’m looking forward to the next time, too!”

“Soon, Jake, soon!” she said. “I promise! But we have to be careful so no one will find out about us.”

Jake was already looking forward to the next time, wondering when that would be…and hoping it would be soon.

The End for now………..

This story is protected by International Copyright Law, by the author, all rights reserved. If found posted anywhere other than Lushstories.com with this note attached, it has been posted without my permission.

Copyright © xxSnakePlisskenxx Copyright ©2013 All Rights Reserved.Aug-2013 to present. All names, characters, businesses, places, events and incidents are either the products of the author’s imagination or used in a fictitious manner. Any resemblance to actual persons, living or dead, or actual events is purely coincidental. All characters portrayed in this story are over sixteen (16) years of age.

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