My Friend's Mom by CaptainQ

My Friend's Mom

When I was 16, I had a friend in my neighborhood, who had a mom that I thought was really hot. She was in her late thirties, not a model by any stretch of the imagination as she had three kids, but she had a very pretty face, enormous breasts, and a beautiful body. She was also one of the sweetest people I had ever met. To me, she was the hottest thing around and I spent many nights fantasizing and masturbating while thinking about her.

I used to try and spend as much time as possible at my friend's house. When I was there I used to talk to his mom as much as I could. I would hang out at the kitchen table talking to her as she prepared a meal or folded laundry. My friend would always get frustrated that I spent so much time talking to his mother and would eventually drag me off somewhere.

I especially liked to hang out at their house in the summer months. They had a pool and the mom was usually dressed in a bikini or some other scanty outfit. She did not dress in a slutty manner but she just looked like she knew how to have fun. I would love to sit by the pool and watch his mother as she worked around the pool (bending over) or just as she sunned herself.

The only time I didn't like to hang at my friend's house, was when his father was home. The dad was some sort of a sales executive and he spent a lot of time travelling. When he was home, he was a real dick. He never talked much, he usually just grumbled and had his nose buried in the newspaper. He was especially mean to the mom and you could see a big change in her usually gregarious personality when he was around. I think the mom liked having me around to talk to, as she really didn't have any close friends and god knows the dad never talked to her.

One day when the Dad was out of town, my friend invited me go to an amusement park with him, his mom and his little brother. When I got in the car I was quite pleased to see that the mom was wearing a halter top (that displayed her breasts quite nicely), high heeled sandals, and a pair of tight shorts that left little to the imagination. At the park, the little brother insisted on riding the scarier rides with my friend. That left me and the mom to ride together. As we whipped around on the various rides she held my arm and pressed her beautiful, hard nippled, breasts against me. I was wearing short gym shorts (this was the seventies) and when she pressed against me it was quite obvious that I was aroused. I think the mom had to have noticed, but she didn't say anything. Several times as we were riding her hand would accidentally brush against my hard-on.

There was one ride where she had to sit in front of me between my legs. I got in first and then she got in and I swore she wiggled her beautiful ass against my dick. The ride was inside a dark, cool tunnel. As we were zooming along, she reached back and grabbed my hands saying "I'm freezing, keep me warm". She then wrapped my arms around her and ground her ass into my dick even harder. She was holding my hands right below her breasts and grinding into me... I almost shot my load right there.

There were several more semi-innocent incidents like that one throughout the day. Needless to say that I was in an obviously constant state of arousal for the rest of the day. After a long day at the park, it was dark and time to go home. We had about an hour drive and my friend immediately said he was tired and laid in the back seat to sleep. The mom knew that I had a learners permit and asked me if I would drive because she had a hard time seeing at night. I said "Sure" and I got behind the wheel, with her in the middle, and the younger brother in the front passenger seat.

About twenty minutes into the ride, the two brothers were obviously asleep. The mom and I had been having a nice conversation (she was sitting very close and rubbing up against me and my boner was still raging in my shorts). The conversation eventually started to steer towards sex. She started asking me a lot of questions about whether I had a girl friend and if I had ever kissed a girl, and how far I had gotten with a girl. She then said that she was curious about the sexual habits of teenage boys, because she was worried about her son, as he seemed to show no interest in girls. She asked me if it was true that teenage boys like to masturbate, as she didn't think her son even did that. I said I think teenage boys masturbate a lot. She then asked me if I masturbated. I said "Sometimes."

As she was asking these questions she started very slowly and gently tracing her fingers along the top of my bare leg. Her hand would travel up and down my thigh getting closer and closer to the tent in my shorts every trip up. I started to notice that her voice was getting a strange husky whisper as she asked me more and more questions about my sex life. She then said, "What does a boy think about when he rubs his cock."

I was a little shocked by her choice of language, but I just said " Girls at school and stuff."

She then said "Do you ever think about older women, like famous actresses, or teachers, or women in the neighborhood?"

I reply "Sometimes I do."

She then asked the $64,000 question; "Have you ever fantasized about me?"

I didn't know what to say so I just stayed silent. That seemed to confirm the answer she was looking for, because the next thing I know she whispers in my ear "You know older people like to pleasure themselves too" and she reached inside my shorts, grabbed my cock, and started rubbing up and down.

She started whispering things in my ear like, "I've noticed you've had a big, hard boner all day and its been making me think about how I was going to pleasure myself tonight when I got home." All the while giving me a hand job.

I managed to look down at her and I saw that her other hand was alternating between rubbing her crotch and pinching her large protruding nipples. I couldn't believe this was happening to me. My dreams were coming true. Needless to say I was having a hard time driving (but somehow I managed to stay on the road).

Soon her rubbing reached a furious pace and I couldn't take it anymore. I began to explode in the best orgasm I had ever had. My hips were punching high into the air off of the car seat as I saw stars in my eyes. She realized I was coming and this seemed to send her over the edge.

She directed my shooting sperm so that it was spraying onto her face, neck and tits. She stuck her tongue in my ear and said "OH, YOU'RE COMING IN MY HAND, THAT'S SO SEXY, OH I'M GONNA, I'M GONNA, OHHHHHHHHH". Her hips started bucking and the whole car shook with the force of her orgasm. I though for sure that the two brothers would wake up... but they slept right through it. I had never seen a woman have an orgasm before, and I was a little shook up by the shear force of it. She convulsed with extreme intensity for several minutes and then just sort of laid there and starting cooing in my ear all the while still holding on to my tool with a death grip.

We were quickly approaching her house so she managed to get herself put back together right before we turned down our street. She pulled out some tissues and quickly wiped up as much jism as she could. As we pulled into the driveway the two boys woke up and my friend said "Mom, it's late don't you think Jimmy (me) should sleep over?"

"Yes dear, that's a good idea, however he should probably sleep in your sister's room, since she's away for the night and your room is so small... that way he can have his own room". She looked at me and winked as we walked into the house.

**** To Be Continued in Part Two. ****