My name is James Peterson and the story I'm about to tell you is something that happened to me a couple of years back now. It was the summer of 2008–the summer Tommy and I both graduated from Arcadia High School.

Tommy Cooper and I were best friends and had been for years, ever since he and his mother moved here from Indianapolis. Tommy's parents had just finalized their divorce and Tommy and Mrs.—I mean Ms.—Cooper moved here to Phoenix. 

We hit it right off almost from the first day we met. We just seemed to click together and before anyone knew it, we were inseparable.

People in our neighborhood used to think Tommy and I were joined at the hip and both our mothers used to look for us by finding the other one because they knew we shared the same shadow most of the time.

They kidded around about it, but I think our mothers both liked the arrangement—we were at each other's houses so much that our mothers could take turns cooking dinner for us!

Our mothers got along very well too, which helped since my Dad was in the military and was gone a lot. Our families just kind of meshed and we all knew we could count on each other if we needed to. It was a very nice, very comfortable mutual friendship for everyone.

Growing up I had always thought of Ms. Cooper as a very nice lady and a good friend of my mom's. I mean she was my best friend's mom and my mother's best friend as well. And I had always thought she was pretty too, in a best friend's mom kind of way. 

But all that changed when we got to junior high school. Like all teenage boys, my hormones began to kick in and I started noticing changes in my own body as well as changes in my view of the girls in school.

I started seeing them less as dumb chatty things that can't run fast or throw a ball right to something I should probably be paying more attention to!

There were plenty of attention-worthy girls in my school too. And while I probably could have found several of them willing to help me with my growing sexual urges, there was one person in particular that I wanted for that pursuit.

I guess I'd had something of a crush on Tommy's mom for a while. That crush got a lot more serious and intense once I reached high school.

For four long frustrating years, I suffered in silence, having to be sociable and friendly but keeping my desires and feelings to myself. I couldn't let anyone know how I felt about her or how long I had felt that way.

It all came to a head one hot summer day. Tommy had gotten summer work with the Department of Transportation as a highway flagger, one of those people that stands on the road with a stop sign and stops traffic when road construction is going on.

He had been called out of town for some road construction work. He'd been gone for a couple of days when Ms. Cooper called my house one morning.

"Hello?" I said answering the phone.

"Hi, James, I was wondering if you could come over. I can't seem to get this lawnmower started. Tommy was supposed to cut the grass before he left, but I guess he never got around to it and now it's getting really tall," she said.

"No problem. I'll be right over," I said and I slipped my sneakers on and went over. Actually, I was more than happy to go over to see her. Any chance I had to be around her was welcome, and especially if I knew no one else was around.

I rang the doorbell and she answered the door. "Hi, James, thanks for coming over. Let me show you the lawnmower, and hopefully, you can get it started for me," she said.

We walked to the garage on the side of the house and she pushed the garage door opener. Sure enough, the lawnmower sat right in the middle of the garage floor ready to go to work. 

"Ms. Cooper, you go on back inside, I'll take care of the grass for you," I said.

"Really James? You don't have to you know," she said.

"I know, but I'd be happy to help out. I wasn't doing anything today anyway. And not to be all macho or anything, but cutting the grass is man's work!" I said trying to act all "manly" for her.

She smiled at me "Well thank you, James, and when you are done, come on inside for a glass of tea," she said.

Then she went back into the house and I fired up the lawnmower. It started on the second pull although I could see why she had trouble—it was hard to pull the starting cord. But I got it going and once I did cutting the grass wasn't too terribly hard. 

Within an hour's time, I had her grass cut and the clippings all bagged up. I even swept her sidewalk so she wouldn't track grass clippings into the house! When I was done, I went and knocked on the front door.

"Okay Ms. Cooper, your grass is all cut," I said. "I put the bags of clippings by the trash cans ready to be hauled away on trash day." 

"Thank you so much, James, you are sweet to help me like this. Now how about that glass of tea?" she said. She took my hand and led me to the living room. "You sit right here, honey, and I'll bring your tea."

I sat down on the sofa where she wanted me and she went off to pour a couple of glasses of iced tea. She returned and sat down on the sofa next to me turning to face me.

Ms. Cooper wore her regular "comfy, around the house clothes" as she called them—a white stretch tank top over her black sweatpants with fuzzy slippers for her feet.

Not exactly what one would consider as sexy, but on her, it worked. In addition to looking hot, she smelled wonderful too. I don't know what she was wearing, but for me it was intoxicating.

"I sure appreciate your helping me with the lawn, James. I tried several times to get that mower started but I just didn't have it in me!

"My ex-husband used to take care of the yard work before the divorce and since then Tommy has taken over that job. I putter around in the garden with the flowers but the heavy equipment is Tommy's job," she said.

"That's okay Ms. Cooper, glad to help out. Anytime you need a hand just let me know," I told her.

And I meant it, any chance to help out my best friend's beautiful mother was more time I could spend in her presence. I didn't care if it was work or not, I was that enthralled with her.

Today would turn out to be so much more than I first thought when I got her call though. We sat drinking our tea and talking about my plans for after high school and what Tommy was going to do.

"I am hoping that this summer job of Tommy's will work into a regular job with the State," she said. "So what are your plans now that you have graduated?" she asked.

"I'm not sure. I was thinking of going to the Technical College here in town to learn either carpentry or diesel mechanics," I said.

"I see. Those both sound like good jobs. You have a birthday coming up soon, don't you?" she asked.

"Yes, this coming Friday," I said.

"How old will you be this year?" 

"I'll be nineteen this year," I told her.

"Nineteen. My, my, I remember when you and Tommy were still running around here playing cops and robbers! Sure makes me feel old!" she sighed.

"No way! You aren't the least bit old Ms. Cooper! You are still a very attractive woman!" I blurted out without even thinking about what I was saying.

"Well, thank you, James. I'm glad you think so. But I'm afraid my body would disagree with you," she said.

It was then that I noticed that she seemed to be favoring one shoulder a bit.

"Are you all right, Ms. Cooper?" I asked.

"I guess tugging on that mower must have given me a sore shoulder. I'm not used to that kind of thing," she said rubbing her shoulder.

"Turn around and I'll rub your shoulders," I suggested. It was an audacious move, I admit, but I was hoping that I said it with enough authority and off-handedness that she would just go with it.

She looked at me for a moment and I thought at first she would just tell me that I needed to leave. But I held her eyes and didn't show any sign of nervousness or anxiety and I saw her smile and she turned her back to me.

I reached up and began to massage her shoulders using medium pressure... not too hard that it would be uncomfortable, but hard enough to make it effective. She dropped her head down and began to relax. "Mmmm, that feels good..." she said.

I worked her shoulders and she began to get into it, moving her head to one side then the other as I kneaded her tight shoulder muscles.

She must have been jerking on that pull rope for some time to get so bound up. I worked the tops of her shoulders and her neck then moved down to the rounded parts of her shoulders and upper arms. 

"Why don't you lay down and I can work on your back?" I suggested.

"Okay... but do you mind if I take off my top? It would be easier for you to work if I did," she said.

MIND? Hell no, I didn't mind! But I didn't want to sound like some kid who had just found his first nudie magazine! So I tried to play it cool. "Sure, no problem," I said, trying very hard to keep my voice from quivering.

With her back to me, she pulled her top up over her head and lay face down on the sofa. My hands trembled as I reached for her this time, but once I had put them on her I was able to massage her without indicating my excitement.

"Mmmm boy, James, you sure know how to relax a girl. Do you do this for your mother too?" she purred.

"Sometimes, when she has had a hard day at the bank," I said.

"Well, she is a lucky woman, to have someone to give her massages like this when she needs them. You know you ought to take up being a masseur–you are good at this!" she said.

"Oh, I don't know. I don't know if I would feel comfortable giving massages to strangers. I only give them to people I like a lot," I said.

Those words would be the turning point in my relationship with Ms. Cooper.

"You like me, James?" she said.

Oh shit! I thought, I put my foot in my mouth this time!

"I-I... um..." I tried to come up with something, anything, to say. But I was too panicked to think.

She rolled over and looked up at me. "Relax sweetheart, it's okay. Tell me. Be honest and tell me," she said, smiling.

I could feel my cheeks burning and I could see in her eyes that I must be beet red. I took a deep breath and went for broke. I figured I hadn't done anything wrong, so just telling her I was smitten with her wouldn't do anything but embarrass the hell out of me and I was already there!

"Actually Ms. Cooper, to tell you the truth, I have had a kind of a crush on you for a long time. I mean you are so beautiful and so sweet... I just... well I like coming over and being around you no matter the reason. I dunno—I guess it's dumb—or creepy!" I said, looking down at the floor.

She reached under my chin with her fingers and lifted my face to look at hers. "It's neither dumb nor creepy, James. I think it is very sweet. Being honest and telling someone you like them is never dumb. And I am glad that you like me and flattered that you think I'm beautiful," she said.

"I had an idea you liked me more than just as Tommy's mom... I've seen you watching me several times. I never wanted to say anything because I didn't want to embarrass you. But it made me feel good that I could still turn a young man's head–you are a good ego boost, honey!"

"Oh, Ms. Cooper, you don't need to worry about an ego boost! You are a beautiful and... sexy woman. I can't figure out why you don't have somebody–a boyfriend or something," I said.

"Well, after the divorce, I didn't want to get involved with any man for a long time. I was hurt and disillusioned and wanted to just take care of my son and be left alone. But I found out that is not the way I want to be and by the time I figured it out, there was no one around that wanted me," she explained.

"There was one person," I said under my breath. But I guess I didn't say it quiet enough, because she heard me.

"I know sweetheart, and I'm grateful for that. I'm grateful for you being around and being my friend. I am happy that you like to come around so much, you are welcome here anytime for any reason honey," she said. "And from now on, please call me Annie, okay?"

"Okay... Annie," I said. Then she leaned forward and gave me a kiss.

"Thank you, James. Thank you for helping out around here, for the massage, and for being my friend," she said.

Friday came and I was sitting at home watching some TV. I had almost forgotten about the incident the other day in anticipation of my birthday. Mom had to work that day, so we had planned to go out to eat and celebrate the day on Saturday. 

Around noon the phone rings and it was Ms. Cooper. "Hi James, I was wondering if I could borrow you again. I need some help over here–a big strong guy. Are you doing anything?" she asked.

"No, I was just watching some TV. I'll be right over," I said. 

"Okay thanks, sweetie. Don't worry about knocking, just come on in," she said. I hung up and slipped my sneakers on and went to see what she needed.

"Hello, Annie?" I said when I opened the door. I came inside and slipped my shoes off so I wouldn't get the house dirty.

"I'm back here James," I heard her call out from the back of the house. I walked towards the sound of her voice. 

"Where are you?" I asked again after looking in a few rooms.

"Back here... in the bedroom," she said, "Can you help me for a minute here?"

I went to the master bedroom where I heard her voice coming from. When I opened the door I got the shock of my life!

There standing in the bedroom silhouetted by the big glass panel french doors was Annie. She was wearing nothing but her lacy bra and panties and a short silk robe hanging open to display her amazing body!

I stood there slack-jawed, unable to speak. Something in my head told me I should turn my head or shield my eyes or something–I shouldn't be seeing her like this. But my body wouldn't respond. I just stood there in wide-eyed wonder at the beautiful spectacle in front of me.

"Hi, Birthday Boy. I couldn't think of what to get you for your birthday so I thought I would give you... this!" she said as she slowly slid the robe off her shoulders to let it fall behind her.

She strutted up to me like she was on the catwalk and when she reached me she put her hands behind my head and ran her fingers through my hair.

"So what do you think of my outfit? I got this brand new bra and panty set the other day and this is the first time I've worn it—I wanted to look especially nice for you. Do you like it?" she asked playfully.

She walked around the bedroom posing for me like a Victoria Secrets model which only made my cock harder and want to break out of my jeans all the more.

She looked fantastic in her underwear and had she worn a pair of thigh-top stockings, that would have topped it off perfectly though. Her wonderful breasts looked so big and that tiny bra didn't hide them very well. It looked like her tits were going to fall out of it.

"Well, James? Do I look good in this?" she asked again. My mind had completely forgotten she asked the question once already!

"Oh, God, yes! You look fucking amazing in them, Annie!" I blurted out! "You look hotter than any of the girls I went to high school with!" I said.

My cock was trying to rip through my pants by now. All I wanted to do was tear her bra and panties off and fuck her silly. What the fuck was I thinking about, this was my best friend's mom! But she looked so fucking hot that I had trouble remembering that last bit of info!

"I've been thinking about what you said the other day... about your having a crush on me and how you thought I was beautiful and sexy. And I thought about what it must have been like for you, having to keep all that bottled up tight inside whenever you came around.

"I admit that sometimes my outfits weren't exactly conservative. In fact, I'm afraid I dressed a little racy and provocatively now that I think about it. And you had to sit there and suffer through it, poor boy!

"Well, I decided that since this was your nineteenth birthday today, I would give you a little something to thank you for all that you have done for me over the years and to make up for my inadvertent teasing you," she explained.

She pulled me into a kiss—and this time it was more than just a quick thank you kiss. This was a real, deep, passionate kiss, the kind that leaves your knees weak and your heart beating a mile a minute! 

Now I knew a little something about women by now. I wasn't a virgin and hadn't been one for some time. So when she kissed me, my hands went to her waist like that was the most natural thing in the world.

I pulled her closer to me, pressing her magnificent sexy body to mine and letting her know I was all in on her idea.

"Mmmm," she moaned into my mouth as she melted into my kiss. I moved us slowly further into the room and closer to the end of her immense bed.

"Oh, James! I didn't realize you were such a good kisser, baby!" she said as she came up for air. "What else are you good at?" she asked as her hands slid down my sides.

One hand went across the front of my jeans where she got her answer in a rock-hard bulge created by the idea I was about to have my ultimate fantasy handed to me.

"Ooh, did you bring something for me?" she cooed. "Mind if I take a peek?"

Annie slid down my body to her knees and began unbuckling my belt and unbuttoning my jeans. She pulled the zipper down slowly while keeping her eyes on me. Pulling my jeans down first, my hard cock burst from the denim prison and thrust my boxers out lewdly.

"Oh, my! Somebody is anxious to play!" she giggled.

She pulled my jeans all the way down and I stepped out of them. Then she took hold of the waistband of my boxers and slowly peeled them down. My swollen and purplish cockhead made its appearance and I saw Annie lick her lips hungrily. She continued inching my underwear down and the lower it got, the bigger her eyes got.

I don't consider myself porn star size by any stretch of the imagination. I can't see how a guy could have a ten-plus-inch cock, fully hard and erect, and still have enough blood in his head to stay awake for it. But my seven and a half inches must have impressed her because it was Annie's turn to be open-mouthed in wonder.

"Oh, JAMES!" she said. "Oh, baby, I had no idea you were so well equipped!"

She wrapped one hand around the base of the shaft marveling at how her hand fit around it. With the other hand, she traced the length of the underside with her fingertip, feeling the velvety texture of the skin and gasping then giggling when her touch made it twitch.

Annie looked up at me, "Can I... suck it?" she asked. The look in her eyes was the same lust crazed look that must have been in my eyes as well.

Struck mute by her question all I could do was nod my head in response. 

My throbbing cock was just inches from Annie's face as she continued to rub and stroke my steel-hard cock.

"Oh James, baby, your cock is so big! It's been so long since I had a good hard cock!" she moaned as she stroked my cock. Then she started to lick it all over as her other hand began to massage my balls. I was in heaven.

Inch by inch Annie took my big hard cock into her pretty mouth. I was finding out that even though she was a bit out of practice, Annie was an expert at sucking cock and I almost came in her mouth right then and there.

Annie played with my balls while deep throating my cock. She was enjoying herself and the gluk-gluk-gluk sound that came from all the sucking and licking was soo hot! It was like I was starring in my very own porn movie!

"Mmm... James, your big fat cock tastes so sweet," Annie moaned out as she took my cock momentarily out of her mouth. 

I thought I was dreaming, but I wasn't. Annie really was sucking my cock, licking and sucking my balls into her mouth. I wondered how much longer I could last before I came in her mouth and all over her beautiful face.

"Your cock tastes wonderful, but I'll bet your cum tastes even better, cum for me, James, please?" she begged.

Annie sucked my cock furiously, and I still couldn't believe this was all happening. Annie was now fingering herself and playing with her clit with one hand as she sucked on my cock. 

The whole scene was more than I could handle. I could feel the cum boiling in my nuts and the pressure was starting to get to me. 

"Annie, oh God, I'm getting close!" I said.

"Come in my mouth James, I want to taste your sweet creamy cum!" 

Annie began to stroke my now dripping cock as she took me back into her mouth and I was ready to come. 

 Suddenly Annie's body began to stiffen, "Oh fuck James, I'm cummiiinnnggg!" she screamed as her orgasm ripped through her.

I held her head continuing to move in and out of her mouth even as she came. Her writhing and the muffled sounds she was making around my cock were the final straw. I felt the cum going up my shaft and I knew I wouldn't be able to stop it now.

"Here I cum, Annie! Here I cum!" I cried out.

My scalding white cream began to shoot out of my cock jet after jet straight into Annie's open mouth. She tried to swallow every last drop of it, not wanting to waste any of the precious man-juice.

"Oh fuck yes, suck it, swallow my cum Annie, swallow it all!" I shouted as I came in her mouth and all over her face.

 After I finished cumming, I dropped to the floor beside Annie as she began to come down from her orgasm. We lay there on the floor, basking in our afterglow. Annie reached her hand out and took my semi-hard cock back into her mouth and kept sucking until I finally went soft.

"What did you think James? I know I'm out of practice, but am I still a good cock sucker?" she asked.

"God. You're the best cock sucker that I've ever had! It felt so great!"

"I'm glad. But you'd better go and get cleaned up before your mother gets home," she said. "Maybe you can come over another time and we can play some more."

I was sure looking forward to that! "It's a date!" I said.