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Mrs. Barbara Blair

Category: Mature
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I grew up with one really good friend all of my life. Billy had been my best pal since we were in first grade. In fact most people thought that we were brothers. He and his parents lived a few blocks over, and since my older sister seemed to have control over what was happening at my house, I spend a majority of my free time at his. It got to the point where I didn’t even have to knock to get in. Mrs. Blair would always leave the door that led into the downstairs rec room open for me. Mr. Blair really didn’t approve of this, being away on business as much as he was, but Mrs. Blair seemed to enjoy my comings and goings.

She said once that it was nice to have a second son she didn’t have to really take care of. She always went out of her way to treat me as nice as she could. Sometimes, I thought she treated me better than her own son. Mrs. Blair would always give me a big hug when I came and when I left. To her, I was Joey, the second son she never had. Next to my mom, she was the most treasured woman in my life.

As my high school years went by, and hormones began to change my opinions about the opposite sex, I realized that Mrs. Blair happened to be a very good-looking woman. She had this styled blond hair that was always so neat and in place. I always wondered how she kept it so clean and nice smelling, not like my sister’s snarled nest. In the summer time, she would wear these short outfits; her seemingly endless legs making her appear so tall. I remember tripping over a chair once, embarrassing myself in front of everyone, as I gawked at her. She told me later, when we were by ourselves, that she considered my appreciative look to be a treasured complement; one that she would never forget. She gave me a very soft kiss on my cheek and I remember thinking how I couldn’t wait to be old enough to kiss her back. I cursed my misfortune of being born too late. I imagined that if I had been older, I would have married Mrs. Blair and then I would have been Billy’s father. Her husband would have married some big, ugly woman, whom he really deserved. Many sleepless nights were brought about by my fantasies involving Mrs. Blair and myself. I knew that they would never come true, but just thinking about them was good enough. Or so I thought.

After high school, Billy went away to college and I went to one of the local community universities. It was a decision I’ll never regret. During one of the weekends that Billy was home from school, he and I decided to tie one on with a few of our friends. We went out drinking all night and the two of us ended up going back to his house for a what we thought would be a few more. Mr. Blair was once again away on business and Billy’s mom was at home alone, as usual. Being a little bit bigger than Billy, and a little bit better in shape when it came to drinking, I remained somewhat less drunk as compared to him. I helped Billy into the house, using the downstairs door; a little surprised that Mrs. Blair still left it unlocked after all these years. I tried to be as quiet as possible, but Billy was still in a partying mood. We made quite a ruckus and Mrs. Blair ended up coming downstairs. She came down from her bedroom in her robe, wondering what all the commotion was about. When she saw what kind of condition we were in, especially Billy’s, explanations weren’t needed. She decided that Billy needed sleep more than he needed another drink.

“Help me get him to his bed, would you Joey?” she asked. “I’m sure he can’t make it on his own.”

“Sure thing Mrs. Blair,” I said. “I’m sorry about this. I guess I should have slowed him down a bit, but we were having a pretty good time.”

“I’m sure you were Joey,” she said smiling, softly touching my cheek with her hand.

Even though it was late at night, Mrs. Blair was looking as good as if it was the middle of the day. Her hair was neat and even without make-up she was as pretty as ever. Her large brown eyes twinkled in the soft night-lights that lit the house. Her long robe floated just above her feet, opening now and then to reveal a very short teddy that she had worn to bed that night. Stretching down from beneath the hem of her teddy, her long legs had never looked so good. Seeing her dressed as she was, and with the effects of alcohol unlocking the closets in my brain, I quickly remembered the fantasies I had had in my younger years. Try as I might, I couldn’t push them out of my mind. The tame dreams of my youth were now becoming x-rated very quickly. I felt my cock begin to grow slightly as the two of us prepared to get Billy up the two fights of stairs and to his bedroom. We placed Billy between us, each of us placing an arm around his body. As luck would have it, Mrs. Blair’s left tit was firmly pressed against my right hand. It felt so soft and warm as it rubbed against my fingers with every step we took. I would have sworn that I felt her hard nipple rub the back of my hand a few times. The temptation to let go of Billy and to grab her was almost irrepressible. I was proud that after the first short flight of steps I hadn’t dropped Billy or squeezed her tit. I decided to hold onto the waistband of Billy’s pants the rest of the way.

The three of us made it without incident until the final fight of stairs. Three-quarters of the way up, Billy finally passed out. His sudden and complete dead weight caught both Mrs. Blair and myself off guard. I lost my grip and Billy collapsed onto his mother, pinning her underneath himself. I thought that she was screaming in pain as she lay on the stairs beneath her son.

“Are you okay Mrs. Blair?” I asked, with the sound of panic in my voice.

“Get this asshole off of me Joey,” she grunted, “before I push him back down the stairs.”

I then realized that she was laughing as hard as I had ever heard her laugh. I turned on the hall light and stood frozen, staring at the sight below me. Billy was out cold, lying between his mother’s spread legs. Her robe had opened and was now buried beneath her body. Her right leg lay hidden under Billy; her left leg was pinned high against the wall, her smooth, firm thigh glowing in the light. Billy’s left hand had somehow caught on the blouse of Mrs. Blair’s teddy. The top portion of her right tit was exposed, its hard, brown nipple peeking out and pointing at the ceiling. It jiggled up and down as Mrs. Blair laughed, despite her dilemma. I hovered over both of them, mesmerized by what I saw. All of my other senses seemed to stop functioning, especially my hearing. It was as if my brain has swelled, stopping all noise from entering my ears. I watched in a hearing-impaired state as Mrs. Blair tried unsuccessfully to remove her son’s body from on top of hers. Finally, her eyes caught mine, and my sense of hearing slowly returned.

“Don’t crap out on me Joey,” I heard her shout. “Get Billy off of me. He’s fuckin’ heavy.”

“Yeah. Right Mrs. Blair,” I said slowly. “I’m commin’. Don’t worry. I’m sorry about this.”

“Just get him off of me,” she gasped as she began to tire from her efforts. “I’m starting to slide down on this step.”

I came down the few steps towards the two of them. Billy seemed quite comfortable the way he was, Mrs. Blair, however, was quickly loosing her patience, but thankfully not her sense of humor. She pounded on Billy’s shoulders with her fists, hoping that this would cause him to move. He only moaned and shifted his heavy body, now exposing Mrs. Blair’s right leg to me also. She laughed even harder now, causing her entire tit to spill out of her teddy. I had no real idea of what to do first as this mind-boggling scene unfolded in front of me. I bent down, trying not to look at Mrs. Blair’s round tit or her separated legs, and tried to lift Billy off of her. From where I stood, the effort was wasted.

“Hurry up Joey before I die,” she giggled, not seeming to be the least humiliated by what was going on. “Try getting him from below.”

I stepped over their bodies carefully, not wanting to take a header down the stairs, which appeared to be, in my semi-drunken state, Mount Everest. I balanced myself a couple of steps below where they were positioned and turned to try again. The sight that greeted me made my cock as hard as it had ever been. I prayed to God that Mrs. Blair had no idea what I was seeing as my pants bulged out. With her left leg pinned high on the wall, the skirt portion of her teddy covered nothing. The entire left cheek of her ass was there for me to see. It was so round, so firm and so white. I could see the blond hairs that covered her pussy edging out from underneath Billy’s body. The dark cavern, where her asshole lay, dared me to take a closer look. I knew that I had to solve this problem quickly before I came in my pants. Without hesitation, I put my hands between Billy and Mrs. Blair’s soft body, not caring what part of her I touched. Using all of my strength and balance, I pulled Billy off of his mother. I stood, praying that we wouldn’t fall backwards and both die in the process. I closed my eyes tightly, not wanting to see what I knew I could see if I wanted to. I pictured in my mind what I had daydreamed about when I was younger, only with more detail now. I knew that Mrs. Blair was spread-eagle on the stairs, the tendons of her thighs pointing towards her pussy. I saw the swollen lips of her cunt, defining the entrance of the wet, warm hole that would feel so exciting to my hard cock. I imagined myself kneeling between Mrs. Blair’s legs, my hard cock poised, ready to plunge deep inside the gaping cavity of her waiting cunt. My dream was suddenly shattered when I felt the soft touch of Mrs. Blair’s hand upon my shoulder. I slowly opened my eyes, not knowing what to expect to see. Thankfully, Billy’s mother had tidied herself up; her robe was now securely closed around her waist.

“Thank you Joey. You saved my life,” she said, still chuckling. “I thought this big jerk was going to crush me. I owe you.”

“You don’t owe me anything Mrs. Blair,” I said, as we both now tried to drag Billy up the remaining stairs. “It’s because of me that you almost got hurt. It’s all my fault that Billy got like this.”

“Nonsense,” she grunted, as we finally got Billy to the top of the landing. “He’s a big boy now, just like you. He should know what he could handle. You know what you can handle, don’t you Joey? I know what I can handle.”

The tone of her voice and the smile on her face both seemed to ask a very different question. Was she talking about drinking or about something else? Her eyes locked onto mine as she stood over the body of her sleeping Billy. She didn’t move but continued to stare at me. I searched my mind for the proper answer when her gaze shifted to my crotch. I then realized that I still had a hard-on. My cock was far from being as large as it had been a few minutes ago, but it was still a little bit obvious. I knew that trying to cover what was hanging between my legs was out of the question, so I spoke quickly and loudly, hoping to bring Mrs. Blair’s gaze elsewhere.

“I think we should get Billy to bed,” I said with a shaky voice.

“I think you’re right,” she answered, as she brought her smiling face back to mine.

We stood silent for a second and then Mrs. Blair bent down and grabbed hold of Billy.

“Aren’t you going to help me Joey?” she asked calmly, as if what had just occurred, didn’t.

We struggled and strained but we finally were able to get Billy into his bed. He looked so at peace, not ever knowing what he had just put his mother and myself through. Mrs. Blair reached her hand out to shake mine, smiling, proud of what the two of us had accomplished. I smiled somewhat timidly as I took her hand in mine. I was surprised at how small it felt in my hand, and at how much shorter she was than me now. My mind flashed back to my youth, when Mrs. Blair was the bigger of the two of us. It was at this moment that I realized how much things had really changed between the two of us. I was no longer just the little boy who was her son’s best friend. I could now be grouped along with her as an adult. She had always been the respected mother of my friend. Now, I saw a woman that had gotten my cock as hard as a steel rod just a few minutes ago. The unattainable love of my youth, which I had dreamt about throughout my teenage years, was now within reach. Slowly our hands parted, but our gaze stayed intact. Finally, it was Mrs. Blair who spoke.

“Why don’t you come downstairs and have a coffee with me Joey?” she asked. “I won’t take no for an answer.”

What I really wanted to do was take her into her bedroom and fuck her. I also knew that I really couldn’t do that, so the thought of going home and jerking-off as I dreamt about Mrs. Blair was my second choice. However, the polite thing to do would be to accept her offer and jerk-off later.

“Sure Mrs. Blair,” I said. “I’d rather if you gave me a soda if you don’t mind.”

“No problem Joey,” she said happily. “I’d give anything to you.”

“What the hell did she mean by that?” I wondered.

Mrs. Blair put her arm around my waist as we descended the stairs. I thought that she was holding me tighter than she needed to, but I convinced myself that it was my imagination. As we made our way to the kitchen, Mrs. Blair began to thank me for being Billy’s friend.

“I’m so glad that Billy grew up with you Joey,” she said, giving me a strong squeeze. “I always knew that he would have a friend for life.”

“Believe Mrs. Blair,” I replied. “It was easy being his friend, and with parents like you and Mr. Blair, how couldn’t I want to keep coming over here.”

“You’re so sweet Joey,” she said, and she gave me a soft kiss on the cheek.

Immediately, my cock went into action. All of the sights that filled my eyes on the stairs came flooding back to me. The memory of Mrs. Blair’s legs spread far apart made my cock lurch against my pants. Remembering her hard nipple bouncing as she laughed started my heart on a rapid pace. I prayed that she wouldn’t see the bulge in my pants again as we entered the unlit kitchen. I sat at the table as quickly as I could while Mrs. Blair turned the kitchen light on. I tried to calm myself as she busied herself, making some instant coffee for herself and grabbing a can of soda from the fridge for me. I was caught up in her smooth movements, as she seemed to glide across the floor. In no time, she was sitting next to me, sipping her hot coffee and staring at me. I felt somewhat uncomfortable, feeling as if I were a suspect in some kind of devilish crime. I began to fidget as the seconds ticked by. Suddenly she spoke.

“Would you mind calling me Barbara?” she asked, shocking the hell out of me.

“What?” I asked in amazement.

“Would you mind calling me Barbara?” she asked once more. “I know you’ve been calling me Mrs. Blair all of your life, but you’re a grown up now Joey, you’re not a kid. I feel kind of silly hearing you call me that. I just thought that I might feel better if you called me by my first name. Why don’t you give it a try?”

“I can’t,” I said. “It just wouldn’t feel right. Besides, my parents would knock me silly if they heard me call you that.”

“Won’t you try for me?” she pleaded. “Who knows, maybe I won’t like it, maybe you will. Why don’t you try it for me, … please?”

“Oh, okay, … Barbara,” I said.

I was amazed at how comfortable I felt calling her by her first name. I had always heard her husband call her that, and I had always felt that it should have been my birthright. If I had been born sooner, she would have married me and he would have never been in the picture. This is the way things should have been. Some miscalculation in fate had screwed things up. Barbara smiled from ear to ear as her name left my lips. She seemed to glow with happiness as her wish came true.

“That sounded great,” she said.

“Sounded pretty good to me too,” I said back.

We both laughed at our newfound source of bliss. The nervousness that I felt before disappeared. A blemish that had upset the entire scheme of things in the universe all of these years had been erased. For the first time, I really felt relaxed being alone with Billy’s mother. She leaned back in her chair and fanned her face.

“Does it feel warm in here?” she asked.

“Yeah, I guess it does,” I said, not realizing that I was sweating.

Billy’s mom got up from her chair and went to the counter. I saw her untie the belt of her robe as she reached over the sink to open the window. A strong cool breeze came in, blowing her robe open. She turned to face me as she took her robe off and placed it over her chair. She stood in front of me in her short teddy, her long smooth legs looking as good as any pair I had seen on a Penthouse centerfold. Her hard nipples stood at attention atop her round tits as another stiff breeze caused the material of her outfit to flutter around her legs. No matter how hard I breathed, I couldn’t seem to get enough air into my lungs. My chest began to ache as my heart pounded inside. A chill went through my body as the cool breeze hit me. Mrs. Blair sat back down very carefully, keeping her knees together. She then slowly crossed her legs. The calm I felt just a few seconds before was now replaced by more nervousness than I had ever experienced, but Mrs. Blair appeared to be more at ease than she should have been. She picked up her coffee and took another swallow as if she were fully clothed sitting next to me. She surprised me with a question.

“Did you have a fun time tonight Joey?” she asked with a very quiet voice.

“Oh yeah,” I answered. “Me, Billy, and the guys had a great time.”

I reached out and picked up my soda. I couldn’t control the shake in my hand as I brought it to my mouth. The can chattered against my teeth as I took a couple of swallows.

“That’s not what I meant Joey,” she said, as she looked right at me.

I stopped drinking but kept the can to my mouth, terrified of what she was going to say next.

“Did you have fun looking at me when I was pinned under Billy on the stairs?” she asked with a smile. “I know that I must have looked pretty interesting with my leg up in the air like that. I couldn’t help that I fell out on top. And I’m sure you saw a lot more of me when you went down a few of the stairs. Tell me Joey. Did you have fun looking at me like that?”

I tried to swallow but the muscles in my throat would only allow half of the action to occur. Mrs. Blair continued to smile at me as I struggled to respond in some manner to her question. I decided to lie, not knowing what else to do.

“I didn’t see nothin’ Mrs. Blair,” I said quickly. “Honest, I don’t know what you’re talking about.”

“You know that it’s not nice to tell a lie Joey,” she playfully scolded me. “Didn’t I ask you to call me Barbara too? Now be a man and tell me, did you have fun tonight? I won’t let you leave until you tell me.”

With that, Mrs. Blair uncrossed her legs and, as I stared in disbelief, spread them far apart as she began to get off of her chair. I caught a quick glimpse of the soft blond hairs I had seen earlier, which cover her pussy. I began to see everything in slow motion, as she stood up, took a couple of steps and stood next to me. My head tilted back as I looked up at her smiling face. I then realized that she was bringing her right leg up and swinging it across my lap. I remained frozen as she brought it over my body and then sat down on my lap. She put her arms around my head and softly cuddled my neck in her warm hands. She brought her face so close to mine that I could feel the air leave her nostrils as she breathed. Slowly, she closed her eyes and kissed me on the lips. She kissed me one more time and then separated her face from mine. Slowly, my brain started to function once more. I realized that my hands were gently holding Mrs. Blair at her hips. I felt the heat that her crotch was transmitting to mine. I became conscience that my cock was as hard as that steel rod once again, and that it was pushing into the soft mound between her legs. I also knew that I liked what was happening very, very much. I smiled as Mrs. Blair gently pushed her crotch onto my hard cock.

“Tell me Joey, did you have fun tonight?” she asked softly.

“Yes,” I truthfully answered. “I’ve had a lot of fun tonight …Barbara.”

A wide smile grew on Mrs. Blair’s face. She then brought her face to mine and kissed me like I had never been kissed before. She had her tongue deep inside of my mouth in an instant. She moaned loudly as she pressed her mouth against mine. She was now grinding her hips as hard as she could onto my hard cock. I never really had a chance to respond as she seemingly went crazy as she sat on me. Finally, she pulled her lips from mine and sat panting on my lap.

“Would you like to have some more fun Joey,” she asked quickly, in between her rapid breaths. “Please tell me yes. My husband’s never home and I do like you so very much. Would you like to come upstairs with me? I promise you won’t be disappointed. I’ll take very good care of you, you know that.”

“I’ve had dreams about you ever since I was a little kid Barbara,” I admitted to her. “I always wished that I could have been married to you. I know that I would have made you the happiest woman in the world. It always made me sad to think that it could never happen. I’d love to go upstairs with you Barbara. Let me do what I’ve always wanted to do to you. I want to fuck you so bad.”

I put my arms around Mrs. Blair and squeezed her as tightly as I dared. I kissed her as passionately as I knew how. We kissed each other for a long time, knowing that we were going to fuck each other in just a few minutes. We finally stopped, each of us wanting to get into her bed as quickly as possible. She got off of my lap and I noticed a large wet spot on my pants. At first I thought that I had cum in my pants before I realized that it was Mrs. Blair’s juices that had wet me so much. She was as hot as they come and ready for everything I could give her. Mrs. Blair grabbed my hand and pulled me out of my chair. Soon, she had me running through the house and towards the stairs. We hurried as quickly as we could up the stairs. Mrs. Blair walked quietly to Billy’s room and closed the door shut.

Mrs. Blair turned to me smiling and softly said, “We don’t want Billy waking up and seeing his old lady moaning with her quivering legs up in the air, as his best friend fucks the hell out of her, now do we Joey?”

“I guess not,” I answered, smiling as I gently squeezed her tits in my hands.

We hurried down the hall and into Mrs. Blair’s bedroom. She closed the door behind us.

“This way, you can’t run away from me Joey,” she said smiling.

“The thought never entered my mind,” I answered.

“I did that just in case that drunken son of mine decided to wake up out of his coma,” she explained rationally. “What we’re going to be doing in here would be very hard to defend if we did get caught. Besides, once my legs are up in the air, I’d hate to have to bring them down before I’m finished.”

Mrs. Blair let out a soft giggle as she quickly let her short teddy slip to the ground. I hurriedly took my shirt and pants off and stood in front of Mrs. Blair with my hard cock stretching out before her.

“Not bad Joey,” she said, obviously pleased. “With a dick like that, I wish that I had married you too. You have turned into quite a big man.”

“You look very good yourself Barbara.” I said in all honesty. “You still have the body that I treasured as a boy. You’ve taken very good care of yourself. I can’t wait to try you out.”

Mrs. Blair did have a very attractive body. She was in her early forties, just like my mom, but she had kept physically fit. I knew that she jogged and rode a bike in the summertime. During the winter months she skied. Right now, she was deeply tanned; the white patches that covered her tits and crotch proved that she could wear a very small bikini without being embarrassed. Her tits hung because of their size and weight, and not because they were sagging with age. Although I had waited a long time to see her like this, it was worth it. I followed her to the bed, watching as her round ass summoned me. Mrs. Blair turned off the light on the nightstand. The room was immediately bathed in the light of the moon, which came in through the window. I heard the bed squeak as we both climbed onto it. I knelt, facing Mrs. Blair, the dim light making her appear even younger. I cupped her left tit in my hands and felt its weight. Slowly, I brought my mouth down to her tit and took its hard nipple into my mouth. Mrs. Blair gasped as she felt my tongue touch her. Gently, I began to suck. She moaned softly as the neurons in her brain told her that she was enjoying what her body was made for. She brought her hands to her head and arched her back as she felt the electricity of my actions course through her. I did the same for her right tit, Mrs. Blair delighting in ever second of gratification. When she felt that she had had enough, she pulled her body away from me.

“Time for you to feel my mouth Joey,” she said softly.

Mrs. Blair put her hands on my shoulders and gently pushed me back until I was resting my ass on my heels, my hard cock pointing straight up from its base. I put my hands behind myself, onto the bed for support. I waited with delight as Mrs. Blair brought her face down to my hard cock. Without hesitating, she happily put her mouth over my cock. With a soft grip from her lips, but yet with a firm pressure, Mrs. Blair began to pump her mouth up and down over the hard shaft of my cock. With a skill that amazed, Mrs. Blair made my toes curl as she gave me the thrill of my life. Her warm, wet mouth drove me to the brink of cumming in her mouth. With impeccable timing, she knew exactly when to stop, and when to continue. I thought that I felt the room begin to spin as she took me to where I had never been. If my night with Mrs. Blair had ended at that time, I still would have been satisfied. However, this would not be where this night would finish. The unbelievable was yet to come.

When Mrs. Blair felt that I couldn’t take anymore of her oral proficiency, she took her mouth from my cock and brought her face up to mine. She stuck her tongue out and pushed it into my mouth. I sucked on her tongue, trying to rip it from her mouth. She started to laugh as she tried to wrestle her tongue from my grip. I finally let her go and she pulled her face away. She looked long and hard into my eyes and smiled.

“I think it’s time that you and me fucked,” she whispered. “Wouldn’t you agree?”

“I think that nineteen years is long enough Barbara,” I answered honestly. “If you make me wait any longer, I’m going to find a new friend with a hot mother.”

“Oh no,” she said shaking her head. “I don’t want you to do that. You fuck me right now Joey, and anytime you feel like doing it after. Hell, you can fuck me everyday for the rest of your life if you want. I won’t mind. In fact, I’m sure I’d love it. Come on Joey. Shove that cock into my hole.”

With that, Mrs. Blair lay down on her back, grabbed the backs of her knees, and spread her legs as far apart as she could. I thought that nothing could be better than my dreams about her, but this surpassed them all. The sight of her pinned under her son on the stairs was nothing compared to what was before me now. The blond hair that covered her pussy glowed in the moonlight The swollen lips of her hungry pussy forced their way up to be noticed. The shine from her white ass was there to guide me towards my dazzling destination. I positioned my body over hers, my cock pulsating as it waited to bury itself into her cunt. I gazed down at her smiling face, somehow knowing that she had wanted me for all of those years too. Her large tits covered her entire chest, her nipples never loosing their rigid form. Slowly, I brought my hips down, inching my cock towards her waiting cunt.

I felt the tip of my cock touch the hairs of her pussy. Soft wet hairs, that her flowing juices had created, replaced the bristly feeling I expected. I sensed the heat that escaped from between the swollen lips of her pussy. I heard my heart pound in my head, and the deep breaths that Mrs. Blair was taking. I reached further with my cock until I felt the mouth of her cunt open and the head of my cock slip inside of her. The both of us moaned at the satisfaction we felt. Finally, after all of these years, my cock was inside of Mrs. Blair. Thinking about it now, I was surprised I didn’t cum right there. I thought I felt my cock expand as I pushed it deeper inside of her wet hole. Soon, I realized that it was Mrs. Blair tightening the muscles of her cunt, holding my cock so that it wouldn’t leave her until she reached her final goal. Slowly, I pulled the shaft of my cock out of her until only the head of my cock remained hidden. I pushed down once more into Mrs. Blair’s cunt.

The trip this time was quicker. Mrs. Blair’s cunt was a slippery grotto, anticipation and excitement causing a flood of lubrication to pour out of her glands. A soggy sound of sex came from between her legs. Gradually, we built up speed as the two of us began to work towards an orgasm. Our grunts of passion increased in volume. The squeak of the bed marked our rhythm. Mrs. Blair stretched her legs high towards the ceiling as I rode her like a wild horse. In and out, my hard cock plunged effortlessly, deep inside of her seemingly bottomless hole. Suddenly, we both heard the sound of a door open and the unmistakable thump of footsteps coming towards Mrs. Blair’s bedroom. I immediately stopped my thrusting motion, with my cock so far into Mrs. Blair’s cunt that I thought I felt the mattress underneath us.

The squeaking of the bed stopped and we both held our breath and turned ours heads to look at the door. Mrs. Blair’s legs were still up in the air as we heard the doorknob turn and the door open up. I swear that my heart stopped beating as Billy stood in the doorway. His eyes seemed glazed, staring and yet seeing nothing. His mother’s upright legs glowed as the moonlight reflected off of them. I remained motionless between them as they pointed towards the heavens. To my horror, he spoke.

“Did you hear a noise mom?” he asked very slowly.

“No honey, I didn’t hear anything,” Mrs. Blair answered softly to her son, as I, Joey, his best friend, laid between her legs with my hard cock deep inside of her wet cunt.

“I thought I heard voices,” he said, sounding very puzzled.

“Your dreaming Billy,” Mrs. Blair said tenderly. “Be a good boy and go back to sleep. Everything is all right. Now close mommy’s door and go back to bed.”

“Okay,” Billy said obediently. “Good night mom. Good night Joey.”

I felt Mrs. Blair loose her breath when Billy said that. He gently closed the door and we heard him shuffle down the hall to his bedroom. We could hear his door close and his body fall heavily onto his bed. We both looked at each other, not believing what had just transpired. We began to giggle as we realized that her son was too drunk to know what he had seen.

“I notice that your legs are still up in the air Barbara,” I said softly, looking down and smiling at her. “Does this mean that you’re not finished?”

“Well,” she replied, “I can feel that your cock is still quite hard, so I’m sure that the both of us far from finished.”

“Shall I resume fucking you?” I asked.

“Yes,” she said. “You can start fucking me all over again Joey, but first, let me do something.”

Mrs. Blair brought her legs down from their upright position. She grabbed her knees and pulled them to her chest. This caused me to fall deeper into her hole. I heard her moan with pleasure as my body pressed down onto her clit. She rocked her hips back and forth, trying to kick-start her body back to where it had been.

“I had to do that,” she told me. “My legs were getting tired being up there for so long. And, I like this position too. Okay, let’s go. Fuck me.”

I slowly pulled my cock back out of Mrs. Blair’s cunt. The hair around my cock was soaking wet, having been pressed against her crotch for so long. The squeak of her bed became noticeable once again as I thrust my cock down the throat of her cunt. Mrs. Blair began to rock her hips even more, bringing them up to greet each of my downward descents into her. Once again, a wet, sloppy sound was broadcast from between her legs. Fluids, which had built up for so long, happily exited into her cunt. I could feel my orgasm building in my balls as the thought of fucking my best friends mother filled my brain. The moans from Mrs. Blair’s throat grew louder as she too closed in on an orgasm she had waited a long time for.

The little boy she had watched grow up was now pleasing her as no man had before. She knew that soon my hot cum would be flowing into her, filling her to capacity. I pushed as hard as I could into her as I felt the muscles between my legs begin to drive cum out of my cock. Mrs. Blair heaved her legs back up into the air, knowing that we were both cumming at the same time. I stabbed my cock as deep as I could into her, as my hot cum surged into her waiting cunt. Cum poured out of my cock and into her relentlessly. Thick, white, copious amounts of my fluid filled her. My cock felt as if I had plunged it into a bottle of thick, hand lotion. Mrs. Blair began to cry out, and then held back her scream with a whimper, as her orgasm exploded through her body. Her upright legs shook, as she felt her cunt fill with the discharge that departed from my cock.

She tried as hard as she could to push back with her hips. She spread her legs apart and I fell deeper into her. She whimpered once more as my body slammed into her clit. Her eyes opened wide as she felt electricity originate between her legs and course a path throughout her body. Mrs. Blair grabbed my ass and pushed me as hard as she could into her cunt. She grunted loudly, with a look of determination on her face, wanting her orgasm to continue as long as she could endure it. On and on she rocked her hips, not wanting her session of sex with her son’s friend to end. She let go her grip on my ass, allowing me to pump my cock into her cunt once more. My cum oozed out of her cunt, coating the two of us with a warm, sticky mess. Finally, sensing that the two of us could go on no more, I stopped my effort, leaving my cock deep inside of her and resting my body on top of hers.

I could feel her breathe deeply as her heart pounded inside of her chest. I noticed Mrs. Blair moving her right arm and then suddenly, she was able to throw the sheet of the bed over the two of us. Mrs. Blair put her arms around me and held me tight. She had hugged me before, but never like this; I thought she would never let me go. We stayed together like this for almost a half hour. I was very content, leaving my cock inside of her warm body as she held me safe in her arms. Not wanting to leave, but knowing that I must, I picked myself off of her chest.

“You know that I have to go Barbara?” I asked softly.

“Couldn’t you stay a little longer?” she asked with a smile, as I felt her cunt tighten around my cock.

“I’d love to. Believe me,” I answered. “But it’s getting late and my parents will worry. I promise I’ll come back to visit whenever I can. Just get a message to me and I’ll be right here. Billy has my number.”

“Promise?” she asked.

“I promise,” I replied, hoping to convey how much I meant it.

Mrs. Blair hugged me tightly once again and kissed me softly. I couldn’t help but kiss her back, pushing my tongue softly into her mouth. I moaned with delight, as I tasted her for the last time that night. I slowly pulled my cock out of her and went to her bathroom to clean myself as best as I could. I found my clothes and put them on. Mrs. Blair remained on the bed; her naked body not letting me forget the fun I had had with her, nor the fun that was in my future. I opened the bedroom door slowly. I looked back at Mrs. Blair and she gave me a happy smile, and wave good-bye. Quietly, I made my way past Billy’s room, down the stairs and regrettably, out of the house. As I walked back to my house I looked back at the window of Mrs. Blair’s room. The light was on, and I could see her standing naked in the window, watching me.

“The wait had been worth it,” I thought to myself. “Now to make up for all of that lost time.”

I slept soundly that night. Not waking until the phone in my room rang. I answered it, hoping that it would be Mrs. Blair. Instead, the voice of Billy entered my ear.

“Hey man,” he said cheerfully. “How ya feelin’? Man, what a hangover I got. How ya doin’?”

“I’m doin’ all right,” I said cautiously.

“Man, what a dream I had last night,” he continued. “It was about you and my mom.”

My mouth dried up instantly, my hands shook, and my heart raced. I said nothing.

“You still there Joey?” he asked at my silence.

“Yeah, I’m still here,” I said slowly. “So, what was your dream about,” I asked, praying that I wouldn’t hear what I thought I would.

“Well, you and her were, … well … ah, never mind,” he said. “It was a stupid dream anyways. Look. I have to head back to school early, so I wont be able to see you. I’ll catch you later.”

“Yeah, sure, catch you later,” I said very relieved.

“Oh, yeah. I almost forgot,” he added, just before I was going to hang up. “My mom wanted to know if you could come over later and do her some kind of favor. Something about filling a hole for her. She said you would understand. Do you know what she’s talking about?”

“Yeah Billy,” I said happily. “I think I do.”

“Hey buddy,” he said caringly. “Don’t let her take advantage of you.”

“Don’t worry Billy,” I said. “I know how to handle your mom. Tell her that I’ll gladly take care of that hole problem for her. By the way, when are you leaving?”

“At two o’clock,” he said.

“Tell your mom I’ll see her then,” I told him.

“Okay buddy,” he said. “Have fun with that hole of hers.”

“I’m sure I will Billy,” I said smiling. “I’m sure I will.”

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