Holly Madison stopped pacing as she caught sight of herself in the large mirror in the living room. She was standing across the room, far enough away from the mirror to see a full view of herself. Her huge breast swaying with her movements. Holly’s eyes glittered.

She saw how provocative she looked. She stood about five feet five inches tall with long, thick, flowing black hair, a small sculpted nose, full lips. She had a flat stomach and a narrow waist that flared out to womanly hips and shapely thighs. Her breasts were big, heavy and full, slightly torpedo-shaped, standing out proudly from her chest with only a little sag. Her nipples were dark and erect, each the size of a pencil eraser, standing out prominently from the center of two equally dark, saucer-sized areolas.

She stood directly in front of the mirror. Glaring at herself with her emerald green eyes, she slid her hands up her sides and cupped her breasts from beneath, holding them up slightly.

“See what you’ve went and did, Holly?” She hissed in the mirror. “You’ve went and let him upset you.”

Holly just happened to glance out the window across to the adjacent apartment building. Something caught her eye.

Across the void between her tenth floor apartment and the penthouse of the shorter building across the street she saw them.

She was a blonde, completely naked apart from a pair of high heels. She looked to be a little over five feet five inches tall, with long blonde hair that was parted on the left side of her head so that it swept across her forehead, a pert nose, full lips and a killer figure. She had very large breasts which Holly guessed were about at least a 38D, maybe even a DD, a small waist, and flaring womanly hips with a large ass that were just big enough to put her hips, butt and thighs a little out of proportion to the rest of her body. But her legs and thighs, although thick, were very shapely and she was fit and firm, not an ounce of fat or an inch of sag on her.

She was leaning against the window with her legs spread apart. Her large breasts bounced in a rhythmic motion, as the man behind her, somewhat hidden from her view, fucked her good. His hands were on her hips, and he was really giving it to her.

Holly watched for a few minutes, enjoying the woman’s hair as she thrashed it about. As she watched them she lowered her hand to her shorts. Reaching inside her shorts to feel her own blood engorged clit start to throb and swell.

Holly went to the window, and smiled inwardly as the couple across the way stopped their fucking momentarily, realizing they were being watched.

Then they resumed their fucking. This time the woman was the aggressor. She must have enjoyed the thought of being watched. Cause this time the man simply held on to her shapely hips. Enduring the wild thrust backwards from his long haired lover. She was physically rocking now as his cock went in and out of her wanting pussy. As she watched and masturbated.

The man’s hands rose from the woman’s hips to her large boobs. Which were now shaking back and forth violently as she fucked him. He squeezed them hard. She responded by slowing her thrusts, but pushing deeper onto his cock. As it speared her time and time again.

The woman across the way stopped after a few hot, wild minutes. She reached for something sitting on the side table near where they had been fucking. Squeezing something onto her hand, she lowered it to her lover’s cock. Covering it slowly but completely. She thought it must be some lubricate. Because in the next motion, she inserted her now slick and shiny fingers into her ass as she bent forward.

Holly watched as the woman positioned the man on the small table, on his back. She then faced away from her, but showed clearly in her riding position that she was positioning the head of his cock at the opening of her ass. Slowly she lowered herself down until the head was buried in her ass.

She raised her body up and then slowly dropped down, with about half of his shinny slippery cock was buried in her anus.

Now, she was in total control. She lowered herself this time to completely take her lover’s cock in her tight ass. He raised his hands to play with her huge breast as she fucked him and Holly watched from across the way.

Her head was now being thrown back and forth, her blonde long hair flowing like a slow motion wave. Her high heels kept her legs erotically positioned above her lover and she was clearly thriving on the anal fuck she was having in front of Holly.

Suddenly Holly’s neighbors stopped their anal onslaught, The woman climbed off the man, before dropping to her knees right in front of the full length window. Jumping up, the man started to stroke his cock. His muscles bulging with the contractions of him stroking his still glistening cock. He pointed it at the woman’s face.

Holly watched as the man on the other side of the street began to cum on the woman he had just ass fucked in front of her. Spurt after spurt of his cum shot out of his cock and landed on the woman’s wonderful breast. There were loads of cum and she wondered how long it had been since he had a sexual release.

The woman took her lover’s still semi erect cock into her mouth before deep throating it and polishing it clean.

Holly thought that what she did was oh so fucking hot.

The knock on the door startled her. Her eyes narrowed, then widened in dismay.

“Go away, Jeff,” Holly called out reluctantly. “I don’t want to be disturbed.”

The knock sounded again, and she frowned as she started toward the door.

“Didn’t you hear me?” She shouted.

“Yeah , I heard you, Mrs. Madison, but why don’t you open up anyway?” The voice behind the door asked.

Holly stopped. It wasn’t Jeff. She recognized the voice. It was her son’s best friend, Jake Allen.

"Mrs. Madison is Jeff here?”

“No he’s not. He is on a date with his girlfriend.” Holly replied.

“I let him borrow computer software and told him I would come get it today.” Jake replied.

“Ok come on in. Don’t let the cold air out.” Holly replied. “Since your here I was just wondering if you could lend me a hand moving some furniture?” She asked.

“Um yeah sure. I guess I could do that.”

After Jake helped Holly, they sat in her living room drinking cola and talking for what seemed to be hours. They talked about anything and everything until the topic finally turned to sex.

“So Jake are you having sex with your girlfriend?” Holly asked.

“Mrs. Madison…… I don’t think I should be talking to you about my sex life.” Jake replied.

“I won’t tell anyone Jake. Does she go down on you?” Holly asked.

“She has a couple of times.” Jake responded.

Somehow during this conversation she managed to sneak up very close to him and was now squeezed up against him.

She placed her hand on Jake's leg and slowly moved it up and down.

“I could give you a few pointers if you wanted.” Holly said with a husky voice.

Jake was feeling very nervous, yet very excited at the same time. He turned and looked at her. She looked Him directly in the eyes and there was no mistaking the want she seen in them. Her breathing seemed to be getting heavier and he couldn’t help but notice her breast each time she inhaled.

“Do we have a deal, Jake?” Holly asked.

“Yeah, Mrs. Madison, we have a deal!” Jake replied.

“Good, very good! But call me Holly” she said, smiling.

Rubbing his cock through his jeans. “I can’t tell you how hot I am right now for you.”

“Come stand in front of me Jake.” She said, and he did. Once he was standing in front of her, his cock at her eye level, she reached up for the clasp on his jeans and unfastened it, then began to slowly slide the zipper down. “I want to see him, Jake.” she said, “I want to see your manhood; I want to see your beautiful cock!” She pulled the zipper all the way down and then opened his jeans, and his erect cock sprang out. Her eyes widened as she saw his cock for the first time in all its hard glory.

“Oh my God! It’s huge.“ She cried softly as she reached out and lightly ran her fingers along the side of his hard shaft, then wrapped her fingers around it and slowly tugged on it. A large drop of precum appeared at the tip, and she pulled his cock down towards her lips. Her tongue snaked out and she licked the precum from his cock, held it on her tongue for a moment so he could see, and then swallowed it. She pumped his cock again and more precum appeared, and again she licked it off and swallowed it. She began slowly stroking him as she spoke.

“So big! And so thick…this will feel so good in my mouth and later in my pussy! But right now, my sweet Jake, I think I’ll do something else first…” And then she leaned forward and wrapped her soft, full lips around the head of his cock, swirling her tongue around it as she gripped and pumped it with one hand. Her other hand went to his balls that he always kept shaven smooth and began massaging and gently squeezing them. She ran the flat of her tongue along the underside of the head of his cock, then poked the end of her tongue into the slit at the tip. Jake jumped at this, and Holly laughed a little before placing her mouth on his cock head again, poking the tip into his slit once more.

Then she slid her mouth over the head until her lips were locked right behind the ridge of the head, and sucked. Hard. Her cheeks hollowed in with the effort, and Jake thought that she was going to cave her own head in with the force behind the suction she was applying to his cock. She moved her hand from his shaft down to his balls and was massaging them with both hands as she slowly, ever so slowly, sucked his entire cock into her mouth like she was sucking in a strand of spaghetti. In one long, sucking motion she took him completely into her mouth until her nose was being tickled by his pubic hair.

And then she sucked harder, sliding her mouth back up his cock, slowly, until just the head was in her vacuum-cleaner mouth. She ran her tongue around the head once or twice before sucking him back into her mouth again, a bit faster this time, but with just as much suction.

“Damn, Holly!” Jake said, looking down at the top of her head as she moved it up and down the length of his cock. “If you keep that up I’m gonna cum all over you in no time!” She released his cock from her mouth just long enough to look up at him and reply.

“That is what I want you to do Jake.” she said, “I want you to cum, and I want you to cum all over my face. I want to wear your cum on my face like a badge of honor!” Then she went back to sucking on him in the same slow, deliberate pace as before, with the same intense suction as before

Knowing that she wanted him to cum, knowing that she wanted him not only to cum but to cum on her face – which most girls hated, he had found out, second only to swallowing his cum – excited Jake immensely. Holly redoubled her efforts, sucking his cock in steady, deliberate motions, swirling her tongue around it while she sucked on it and massaged his balls with both hands. Jake didn’t know when she had the chance to take a breath, but he honestly didn’t care. He tilted his head back, closed his eyes, placed his hands on Holly’s head as she sucked on him, and just let himself be swept away – sucked up, so to speak – in what this cougar was doing to him. And it didn’t take long before he could feel his balls shifting, and he knew that he was getting ready to blow his load – and if Holly wasn’t careful she’d end up with his cum in her mouth instead of on her face.

“Holly, I…” He started to say, but a quick tug on his scrotum told him that she knew he was getting ready to cum and he didn’t have to say anything. “I should have known!” he thought to himself as he felt the cum quickly rising in his balls. He was seconds away from cumming, and Holly increased the tempo up and down his shaft just enough to send him over the edge.

Jake cried out as his cock exploded, the cum racing up out of his balls and blasting out of his cock. The first blast went right into Holly’s mouth and down her throat, and Jake was surprised he didn’t blow her head clean off, he came so hard. She quickly pulled his cock from her mouth and gripped it with her hands and began pumping it as the second stream erupted from his cock, part of it hitting her mouth and the other part splattering along the left side of her cheek. She closed her eyes and pointed his cock right at her face as it continued to spurt, shooting long ropes of cum onto her upturned face over and over again.

She held on and continued pumping it with both hands as his cock emptied his load, one mighty spasm after another shooting stream after stream of hot, thick, sticky cum out onto her pretty face. By the time Jake was finished cumming and the pulsing of his cock subsided, Holly’s face was covered with streaks of his cum. Her forehead, both cheeks, and her nose had cum on them, and one streak had landed right across her closed right eye. When she opened her eyes and looked up at him, still gripping his cock, she never flinched at having cum on her eyelashes.

She looked down at his cock, his cum dripping from her chin, and squeezed it to force the last little bit out. She licked it off with her tongue, adding it to the cum that was already there, then swallowed it all down. Jake was weak in the knees and was breathing hard, and the scent of Holly’s arousal was strong in the air.

“Mmm, you cum very good, Jake!” she said, licking the cum from her lips. “Did you like that? Did you like what I just did to you?” she asked, toying with him.

“Oh, man, are you kidding me?” he replied, nearly laughing. “That’s the best blowjob I’ve ever had in my entire life! My girlfriend could use some lessen from you on how to give a blowjob.”

“I am glad to hear that.” She said, releasing his cock and standing up. “I am very glad to hear that! But now you must sit down before your knees give out and you fall down; sit down right here on the couch.” She said as she took him by the elbows and guided him to where she had been sitting. “Do not move until I come back!”

Jake got a good look at her huge breasts as she bent over to guide him to a sitting position; then she stood up and turned, then walked across the room and into the bathroom, the large globes of her shapely ass swinging the whole way. She never once made a move to wipe his cum from her face.

“I don’t believe this!” Jake thought to himself as he fell back on the bed, “I just don’t believe this is happening! Holly is my best friend‘s mother” He smiled big to himself as he heard her running water in the bathroom sink, and a few minutes later she reappeared, carrying a white washcloth in her hand. Her face was clean, his cum gone; she had obviously cleaned up while she was in there, and now she intended to clean him up as well. He sat up and watched her walk across the room, hips swaying, huge breasts bobbing as she walked. She smiled at him as she approached, and without a word she knelt between his legs, spread his thighs wide so she could reach him, and proceeded to gently wash his cock and balls with the warm washrag. He could feel the twinges of a second erection coming, and he had a sneaking suspicion that this was all part of her plan. She knew exactly what she was doing.

“That was very good, Jake, very, very good, but we are not done yet.” She said, looking intently at his shaft as she finished washing him. When she was done she looked him in the eyes and said, “We have much more to do. I have made you cum, which I enjoyed very much, but now it is you who must make me cum.” She got up from her knees and stood over him.

“Let’s go to my bedroom!” she said. She reached down and grabbed his fully-erect cock with her hand, then turned and led him out of her living room, down the hall, and into her bedroom, all the while pulling him by his shaft. He watched the firm, rounded globes of her ass flexing and swaying as she walked, and this excited him even more. He wondered what they would feel like clenching around his shaft as he rubbed it up and down between them, and decided to put that on his list of things to do with her.

She led him into her bedroom and over to her bed, stopping to turn and face him when they were standing next to the side of the bed. She kept her hand on his shaft and began to slowly pull on it, gripping it firmly with one hand, running her other hand over his lightly muscled chest and down to his flat stomach.

“You know, I was thinking. I haven’t even kissed you yet.” She said softly, sliding her hand back up his chest and around to the back of his neck, pulling him slowly to her. He could feel the firm, heavy mounds of her big breasts pressing against his chest as she drew him close, her hand still latched onto his throbbing cock.

“I was thinking the same thing,” He murmured as she tilted her head, closing her eyes as their lips touched. Her lips were soft and warm, parted slightly as the kiss began, and then parting more as her delicate pink tongue, soft and wet, slid into his mouth to find his own. He slipped his arms around her trim waist and pulled her closer to him as the kiss deepened, her hand still gripping his cock and pumping it more firmly as they kissed. He could feel her big breasts mashed against his chest, the hard pebbles of her nipples evident, and he slid his hand down to grasp one firm, rounded asscheek in his hand. He squeezed it firmly and she moaned in his mouth, signaling her desire for him. He could feel his cock start to ooze precum. She felt the slick spot on her tank top where the head of his cock had rubbed his precum on her shirt, and she slid her hand up to the head of his cock to rub it around and get his shaft slippery. He slid his other hand down to her ass and grabbed her other cheek, squeezing them both in his hands as she slipped her hand up and down his shaft.

After a few more pleasurable moments she finally broke off the kiss, looking deeply into his eyes as she panted slightly for breath. She smiled as she spoke softly.

“Wow,” she said, looking into his eyes, “You’re a great kisser, Jake!”

“I think one of us has too much clothing on.” He said, grinning at her. Then the smile turned seductive as she replied.

“I think I can take care of that,” she said in a low voice. She released his cock from her grasp, the head and first three inches of the shaft slick and shiny with his precum, and took two steps back. Never taking her eyes from his, she crossed her arms in front of her, grabbed the bottom of the tight-fitting tank top, and pulled it up over her big breasts and then over her head to drop it on the floor. Still keeping eye contact with him, she immediately hooked her thumbs into the sides of her shorts and thong panties and pushed them down past her flaring hips, then slid them down her legs and stepped out of them, her heavy breasts swaying with her movements, the nipples hard and erect. She held the shorts and panties out to the side, still looking in his eyes and smiling a half-smile, as she deliberately dropped them onto the floor to join her discarded shirt. Then she spread her feet apart, put her hands on her hips and stood there in front of him, allowing him to take in the sight of her completely naked body.

Her breasts were big and heavy but firm, standing out proudly from her ribcage with only a little bit of sag. They were capped by two big, prominent nipples surrounded by large, dark areolas. After letting his gaze linger on her breasts for a few moments he looked down at her pussy; she had trimmed her pubic hair into a very narrow strip, clipping it close as well, and her outer lips were shaven smooth. He could see that her outer lips were swollen and full, slightly parted, an indication of just how aroused she was. She walked slowly over to him, sliding her arms around him as she got close; he slid his arms around her body and pulled her close, feeling her completely naked body against his for the first time. The feeling of her naked breasts pressing into his chest was nearly electric, and when she pressed her mound against the base of his cock he thought he would cum right then and there.

After a few more moments of pumping his cock while he nibbled and sucked on her neck, she released his cock from her grip and put her hands on his upper arms, gently pushing him backwards towards the bed. He stepped back until he felt the back of his legs encounter the mattress behind him, and the he sat down as she continued to push on his arms. She was now standing over him, his hard cock standing straight up in his lap, and she moved his knees apart with her legs so she could move in close to him.

Jake sat up on the edge of the bed, putting his face level with those massive mounds of flesh. He looked past them and into her green eyes, asking the question with his eyes.

“Yes, Jake, I want you to touch me now.” She said, her voice low and heavy with desire. “I want to feel your hands on me, on my breasts, on my hips, I want to feel your lips on my nipples and your fingers in my pussy!”

He found himself face to face with her magnificent breasts, and as he watched she cupped them in her hands and then held them up for him. She leaned forward and pressed them against his face, and he reached up and grasped the big globes with both hands. His lips found one of her erect nipples and he immediately clamped his lips around it, sucking on it as he ran his tongue over it as he squeezed her big globes in his hands. She moaned slightly as he sucked on her hard nub, feeding her breast to him. After a few moments she pulled that nipple from his mouth and fed him her other breast, pushing the nipple into his mouth so he could repeat his treatment to the other one. She felt her pussy flooding at the feeling of Jake lips and tongue on her breasts and nipples, and she moaned again as he squeezed her breasts harder in his hands. She pushed her breasts harder against his face, pushing them together to smother his face in her breast flesh. She pushed her hips forward into his chest, and he could feel the heat coming from her mound as she pushed it into his chest.

He slid his hand down her side, over her hip, and around to her slit, and his finger slipped easily between the outer lips. She was already wet, and she jumped as his finger slid over her nub of a clit and into her sopping pussy. She was tight, and he could feel her pussy clamp down on his finger as it slid deeper inside her. He couldn’t wait to get his cock inside her tight pussy, but right now he was intent on making her cum. He slipped one, then two fingers inside her tunnel, then began to rub her clit with his thumb. She jumped and cried out in surprise, then moaned loudly as he massaged her clit while he fucked her with his fingers.

“Oh yes, yessss, my sweet Jake, yes! Fuck me with your fingers, rub my clit, make me wet and make me cum!” She cried. She grabbed his head with both hands as he still sucked on her nipples and pulled his head into her massive chest, and he released her breast from his hand and slid it around to her ass, grabbing one of the big, firm cheeks in his hand and squeezing as he pulled her closer to him. He was nearly suffocating in her tits, but he was determined to hang on until she came.

“MMMM, yes! Squeeze my ass, my lover, squeeze it hard as you fuck my pussy with your fingers! Make me cum, make Holly cum!”

Jake thrust his fingers in and out of her sopping wet and tight tunnel deeper and faster, rubbing her clit and squeezing the globes of her ass at the same time. He could hear her breathing get ragged, and he knew she was very close.

“Yes, yes, yes, yes! I’m going to cum, oh yes, I’m going to cum! AAAHHHHH, I’M CUMMING! AAAAHHHH!!!!” She cried as her orgasm hit. Her body shook and her knees trembled as the waves of pleasure washed over her, and she clutched his head closer and deeper into her bosom as she came. She clamped her powerful thighs together, nearly breaking Jake’s hand, as her whole body shook with the power of her orgasm. She cried out again and again as it took her, and just when she felt that it would never end her orgasm began to wane, until it slowly faded away and left her trembling, clinging onto Jake for support.

Jake had never seen a woman cum that hard before. Her whole body had shook, and he thought she would surely fall down. He’d also never seen a woman get that wet before, either; by the time she had finished cumming his hand was literally soaked with her pussy fluids.

They clung to each other for several long moments while Holly caught her breath, and then she looked down at Jake. She took his face in her hands and bent down, kissing him on the lips. Her lips were soft and full, warm, and her pointed tongue slowly snaked between his teeth and into his mouth to find his own. Their tongues flicked and danced as the kiss deepened, and Jake was amazed at how soft, sensuous, and incredibly exciting this woman’s kiss was. He felt his cock stirring, and the longer the kiss lasted the longer and harder his cock got. She reached down with one hand and began stroking his cock, gripping it and pulling on it, encouraging him to full hardness. He didn’t need much encouragement, and he was soon fully hard and ready to go.

“This time, my sweet Jake Allen.” She said, whispering in his ear as she stroked and pulled on his cock, “We cum together!” Then she slipped her tongue in his ear briefly and sent a chill up and down his spine, and she felt his cock jump in her hand.

More to come…………..