I’d always pitied Helen.

Pitied and, when I was younger, desperately fancied.

She was my the daughter of my parents' best friends but older than me by some fifteen years. To me, she always seemed so much more grown up, sophisticated even. For years family friends had frequently been the subjects of my masturbation fantasies, filling me with guilt until I got around to doing it again.

Helen was different though. She hadn’t lost it. Whatever she had over me, it hadn’t gone. I still felt shy talking to her, even into my early twenties. I always saw her, as much as I tried not to, as incredibly sexy.

She was forty now with a husband and that’s why I pitied her. Because of her balding, perpetually angry husband.

A kid had never come along. Maybe they were satisfied without but from his temperament and the look of him, I perhaps judgementally guessed that the husband couldn’t deliver.

This made me feel sorry for her because she was gorgeous. She had always been the most frequent of my fantasies when younger because she was very obviously sexy. I was too young and didn’t know her well enough to know, but I guessed she had her pick of boys when she was younger. She certainly had the sexy self confidence to suggest it, although this had mellowed into a warm, knowing sunny disposition as she matured.

She still had very long, thick soft brown hair that flowed perfectly straight down her back and in front of her shoulders. She was the girl that made me fall in love with the thick ‘60s fringe which she’d had for as long as I could remember.

Ice blue eyes and a perfectly milky and smooth complexion combined with high cheekbones made her face quite striking but the delicate creases that had developed around her eyes and at the corners of her mouth in her middle age belied her warm, happy nature. She was quick to smile with her white, perfectly straight teeth and you couldn’t help but smile back.

This is why it was a pleasure to be around her at her dad’s house.

I was staying over with my parents as my dad had wanted to see his friend and, to our surprise, Helen was staying over too. She would never say as much but I guessed things were rocky at home and so she was staying at her dad’s.

The parents had wanted to go out during the day to something interminably boring to a twenty-two year old which had left me in the kitchen chatting to Helen.

She was, as ever, easy to talk to even though I hadn’t seen her in years. And I was sure as hell glad I was seeing her now.

She stood leaning against the kitchen counter top opposite me as we talked, dressed modestly in only slightly snug jeans and a purple fitted blouse, fastened up one or two buttons higher than I would have liked. With just a little less modesty her very large breasts, I guessed a 34E, would be spilling out the top of her bra and blouse. As it was, they pushed at the fabric, opening the space between the buttons just enough to glimpse a black bra.

Just like a couple of years ago, I couldn’t keep my eyes off her. She was quite tall for a woman at about 5’ 10” and had always been quite curvy but now she was positively buxom. Her tummy wasn’t quite perfectly flat and her hips and ass were wide but she wore it well, complementing her impressive chest perfectly.

She looked relaxed and sipped a glass of wine as we talked her voice pleasant with a soft, familiar and very attractive Liverpool lilt. She must have noticed me looking her up and down every so often, my eyes falling to her chest, hips, and thighs, in particular. I was starting to get the impression she was flattered at the attention from what, if I may admit, was a tall, fit, strong young man. It seemed to excite her that I was very obviously interested in her curves, and it excited me to be getting on so well with not only a beautiful woman but a beautiful woman who, to be blunt, I had fantasized about banging.

“You were so shy when I saw you last!” She reminisced, smiling widely.

“Yeah well,” I braced myself in my head and smiled a little nervously, “I obviously fancied you didn't I?”

She hesitated but laughed modestly.

“Go on then, me or Claire?” She teased. Claire was her younger, lovely, but less attractive sister.

“You,” I answered too quickly and seriously and said it straight into her eyes. “Always you...”

This time she looked genuinely shy and looked downwards, her cheeks flushing slightly.

“Well you grow out of these things...” she said wistfully, glancing anywhere but at my eyes, which I still couldn’t tear away from her.

After a few seconds she looked up straight into my gaze and I couldn’t think straight staring into those pale blue eyes. Should I say that I hadn’t grown out of it? No, that was stupid. But whether I’d intended it or not I think she got the message that I couldn’t decide whether to convey. She looked down my body.

A man eighteen years her junior, but still very much a man, had just tacitly admitted that he “fancied” her, if you could use such a juvenile word for it and indeed I think it might have made her feel youthful.

I’m sure she spent her teenage years living to be fancied and call it nostalgia or desire but unspoken feelings passed between us.

I slipped down from the counter top to stand inches from her, not yet kissing her but brushing my cheek against hers and smelling her hair, she leaned her head on my shoulder.

This wasn’t the urgent and raging desire that might grip a pair who had suddenly realised they needed to fuck and could use each other, but bizarrely tender. The culmination of a lifelong sexual desire fuelled by her maturity throughout my life, and from the other direction, a yearning for a time before her positively middle aged husband when she could have picked any young man she wanted.

I instantly breathed heavily and pressed my mouth against her neck. She leaned back slightly, her hands on the counter, not resisting but not responding until I head a definite sigh escape her full lips.

I placed my large warm hands on her broad hips, squeezing slightly to feel that she didn’t have the firm, almost hard flesh of a fit young girl, but the beautifully soft almost sumptuous curves of a woman past her 30s.

She sighed again nervously as I pressed my lips softly to the smooth skin of her neck and pulled her hips against mine. She was still leaning back and I felt her soft full breasts push lightly against my chest, making me begin to harden instantly.

The moment I felt my stirring, growing cock push against her body I knew that whatever I wanted to do to her, she wouldn’t resist. She just wanted to be taken by a fit younger man who was dying to please her. Something she must have hungered for for years.

Knowing this I slid my hands around, over her large round ass and pulled her into me a little more. I began to kiss her neck more passionately as she tilted her head back and let out a low moan, my thick cock swelling by the second and pushing up against her.

I moved my warm lips and hot breath to her collar bone, inhaling her perfume and kissing her soft skin. My tongue darted out to lick her with the tip every so often, my hands sliding up the curves of her body to cup and lightly squeeze her heaving tits.

The first moan parted her lips and she wetted them with her tongue, gasping with anticipation as she realised my intentions. My hands wandered back down to her hips then the buttons of her jeans, my knees slowly bending as I unfastened them.

By the time I was kneeling in front of her the front of her jeans were open. This revealed a triangle of elegant black lace below her soft tummy and I firmly squeezed and ran my hands up and down her long thighs, causing her to shift a little and relax with her ass leaning against the kitchen countertop.

She looked down at me and I up at her, seeing her beautiful face over the swell of her ample chest which now featured two raised bumps revealing stiff nipples beneath her blouse and bra

She smiled an almost patronising, no, grateful, smile down at me and ran her hands through my hair as I tugged at the waist of her jeans, loving the sound of the material skimming down her thighs. Thighs which would have looked incredible on a twenty year old, let alone Helen.

Her smile turned shy as I growled a little in appreciation of the elegant black French knickers riding her hips, framing the tops of her long perfect legs, and concealing her now warm mound.

I kissed teasingly along the top of them, where the lace met the bottom of her tummy. She let out a long appreciative purr followed by a sharp gasp as I nuzzled at the front of her knickers, dying for her to open those amazing legs.

My hands still wandered up and down her surprisingly firm but smooth thighs, straying over her hips and ass, and up under her blouse over her tummy. Eventually, I hooked my fingers in the sides of her knickers.

“Yes, oh please.” Came the dreamy and breathless voice as her hands ran through my hair again and her hips responded, pushing her mound onto my mouth.

As I tugged, an involuntary but incredibly sexy wiggle of her hips helped her knickers come down, revealing a groomed landing strip of soft hair. As the crotch caught between her thighs she parted them slightly and shared the sight of her beautiful pussy with me.

I couldn’t believe that ten minutes of flirting had resulted in my appreciating my rather mature childhood crush's pussy but I have no other word for it than perfect.

I touched my fingers against the perfect line between them, provoking a mewling sound as I cupped her ass cheek with my other hand and worked her full, soft outer lips in small circles.

“My god Helen, you’re perfect down here... I mean, this is the prettiest pussy I’ve ever seen.”

“Ooh, don’t...” she tried to say modestly but was interrupted by a gasp as I pushed my wafingertipsips between those perfect folds.

A little wetness instantly flowed out and ran down one of my fingers as I parted her pussy, making me almost automatically press my lips there too. She tasted incredible and I parted her lips more, pushing my fingers deeper as my warm soft lips found the perfect bud of her clit and began ever so gently sucking on it.

She set her thighs as far apart as they would go with the tops of her jeans and her black knickers halfway down her thighs and pushed her hips desperately, wanting to feel my mouth more fully on her.

I slid my hands around to her now bare ass, revelling in the smoothness of her skin and beginning to lick lightly and kiss passionately at her now slightly spread pussy.

My cock had become like hot steel in the meantime, straining almost painfully against my jeans as I passionately tongued and kissed her most intimate place.

She noticed my hand slip down to my own crotch to stroke and relieve my aching shaft through my jeans and as I slipped the tip of my tongue slowly but steadily along the length of her now streaming slit she begged me to take her.

I stood fully and we both looked down. My substantial shaft and large head were clearly visible through the denim and I deftly unbuckled my belt. Our eyes met and our expressions were all things at once. Regret, nervousness, disbelief that I was about to enter her soaking slit with my hard, smooth, large young cock.

I was on the buttons in no time and a sharp tug popped them all open at once. She held my gaze, looking almost frightened but overwhelmed with desire. She didn’t want to be guilty of fucking a man she'd seen grow up. But if he wanted to ease his considerable cock into her now that he was a man, she was more than prepared to take it like a woman.

My hands fumbled as I caught sight of a rivulet of her wetness run down the inside of her thigh and already smelled the heavy aroma of sex coming from her.

Tugging down the front of my boxers let my aching cock spring out as I growled and her eyes widened, gazing at it. She dampened her lips again with the tip of her tongue and hesitated with her hand inches from my solid member.

She paused before gently wrapping her slender hand, creased and lined just lightly with the signs of maturity, around my pulsating shaft. Her skin was warm and smooth, her wedding ring cold on the underside of my shaft.

She took it hesitantly and carefully, seeming almost afraid to hurt it, and couldn’t take her eyes of the thick hard tip that was aching for her warm soft folds.

I took a small step towards her and she guided it until it rested at her entrance. Her juices mixed with my precum instantly ran down my shaft, making me growl and her gasp. I took her hip and hitched her whole body up slightly so she only stood on her tip toes, most of her weight resting on the counter top.

Letting her weight come just a little more forward, and lifting and pushing my hips, I felt her gorgeous pussy begin to envelop my throbbing hard cock and I couldn’t help but gaze into her beautiful eyes and utter her name through gritted teeth.

There was nothing we could say, we were already almost consumed by guilt at this improper act but the realisation of something I’d spent years wanking off to the thought of, and the imminent satisfaction for her deep seated desire for a large young dick was almost too much.

She mewled loudly and bit her lip as I entered her further, my own head tilting back and my lips letting out a long almost primal moan at the feel of her taking me in.

It wasn’t tight or difficult, my cock eased in steadily, but the feel of her was like nothing I’d ever felt. Her pussy didn’t so much grip my aching shaft as caress and surround it. Every entering inch of my cock slid into wet, perfect passionate heat.

As the bottom of our stomachs touched, the last inch of my cock filling her out perfectly I groaned and tugged at the top buttons of her blouse, revealing her ample cleavage in a balcony bra matching her knickers.

I leaned back slightly, taking in her whole body, appreciating it. Curvaceous, mature, every inch heaving with each deep breath, impaled deeply on my raging hard cock.

I held her close, my hot mouth back on her neck, kissing under her ear and smelling her scent as I began to fuck her. My hands roamed over her ass and her lower back, pulling her into me as I started a long steady rhythm, withdrawing my cock, now slick with her juices almost fully before pushing it firmly back into her, drawing a deep moan from us both.

“Helen.” I growled in her ear but she only replied with a mewl as my cock went deeper and stretched her more.

I dropped one hand between our bodies. I put my thumb against the top of my cock, guiding it out and ever deeper in to her in long, strong, passionate strokes. My fingers were free to work her now swollen and sensitive clit in small soft circles and I felt her shudder as her body started to near orgasm already.

Desperately kissing her neck, her long soft hair falling over my face, and working her beautiful pussy while I impaled it over and over with the large head and thick shaft, she was in ecstasy.

I leaned back a little to watch the tops of her large soft tits, pushed up by her bra, bounce steadily as I fucked her and worked her with my fingers. As I raised my eyes to meet hers I felt her shudder to the point of no return.

A sudden, surprised and almost pained look flashed suddenly across her elegant face, her soft lips fell open and she gasped, gripping my hips and pulling me into her hard.

With a long slow withdraw, by which she felt every contour of my swollen solid cock massage every inch inside of her perfect pussy, her legs stiffened. On the returning push, stretching her again with my large head and filling her up with my young cock her body jolted. She clamped her hand over her own mouth giving a muffled cry out. Her hips bucked and her back rolled, violent bolts and rippling waves of electricity radiating from and shooting to her filled pussy. She mewled then gasped then laughed with delight. She stretched her body, pushing her tits up and out, her tummy sucking in as she breathed deeply, her stomach muscles tensed hard. One of her hands shot up her now taut tummy and squeezed one of the overfull cups of her bra, causing one of her tits to almost spill out, and she bit hard on her full, pink bottom lip.

With an intense “Ohhh!” She came around me, clenching and tightening she gripped my body for support as her ceaseless orgasm peaked again and again. Her hot juices streamed over my shaft and balls as her body shook with earth-shattering intensity causing me to growl her name again.

“Helen, I’m going to come.”

Through her intense pleasure she looked shocked and suddenly nervous and as a wave of her pleasure subsided I withdrew from the warm perfect folds of her soft pussy completely and erupted streams of hot, creamy cum over her outer lips, the bottom of her blouse and the tops of her thighs. She gasped, even squealed to see the first few huge spurts of cream explode from the swollen tip of my cock and splash heavily and warmly on to her. My body gripped with the most fiery orgasm, my hand gripping her hip, almost as if to hold her steady while I massively came all over her. My solid shaft pulsing a fourth, fifth, sixth flood of thick cum onto her perfect skin, we both gazed wide eyed as I came all over her beautiful tummy and thighs. My muscles tensing and rippling as I did, my raging cock spattering unbelievable wads of my cum across her landing strip, down the inside of one thigh and into the crotch of her lacy black knickers.

Both panting, we looked into each other’s eyes. The smile took a few seconds to come but when it broke on both of our faces, we felt suddenly overwhelmed with satisfaction.

We hadn’t even kissed, I wasn’t sure if we were making love or not, all I know was that it was the most amazing sex I’ve ever had.

I think we were just so consumed by lust for each other that we just had to have each other, it wasn’t romantic love, but it wasn’t a hollow fuck.

I manoeuvred my still semi-hard cock into the front of my boxers and jeans as she slid her knickers up her quivering legs and buttoned her jeans. I smiled and raised my hands to tenderly button up the top of her blouse.

“Thanks, Joe...”

That was all she needed to say.

“You’re beautiful, y’know?” Was all I could think to say. I didn’t want to cheapen it by telling her how good her pussy felt or how nice her tits were.

“Thanks, Joe.” She said again, simply, with a large smile, before she turned and I watched her go out of the kitchen. The inevitable thought of how our relationship would carry on from here only now beginning to creep into my overwhelmed mind...