Julie Takes Over

This story is about a guy and an older woman. It might be suitable to those who enjoy reading stories related to mature women, femdom, panty fetish, cunnilingus fetish and creampies. I hope, if you read it, you enjoy it.

I met my now, ex-girlfriend Susan, in college. My fraternity and her sorority got together occasionally for parties. I was immediately attracted to her. She has a killer body, blonde hair and a big beautiful smile. What attracted me to her the most, though, were her piercing blue eyes and her projection of confidence. When she talked to you, it was like she would hold you in place with those eyes, boring into your sole.

We dated and after a few months and then later decided to rent a place and move in together. We couldn't have been happier.

In the bedroom, Susan was the greatest. She always talked very candidly about sex. Initially, this was difficult for me but over time I became very comfortable discussing and exploring each of our kinks and fantasies. Susan learned how to push all of my buttons.

Susan and her older sister, Sharron, grew up close to their widowed mother, Julie, as their dad had died when they were very young. She said, that growing up, the three of them did everything together as best friends. She told me that their mother always felt very comfortable talking to them about sex and relationships, and for that matter, anything else. It was apparent that her mother was the reason why Susan was so comfortable discussing sex.

We lived about an hour away from her mother and every Sunday we were invited to her mother's house for an early dinner. Most of the time, Sharron was also there and I enjoyed watching the three women interact. It was easy to see that they loved each other and were always excited to get together. It was not infrequent that the dinner conversation would get around to discussing the men in their lives, in detail. Of the three of them, Susan was the only one in a steady relationship where as Sharron and Julie dated off and on. Although I never asked Susan, I often wondered how much the three of them discussed Susan and my relationship when I was not around.

Susan and I had lived together for about 6 months before we split. She had applied and was accepted to law school several states away. I had just been promoted to a new job and didn't feel that I could quit to move with her. We decided that we would separate and see how things go. As time passed, we decided that it was best to just split up.

A couple of months later I got a call from Susan's mom, Julie. She said that I had left some tools over at her place when I was working on her closet and was wondering if I might come by to pick them up. She said that neither Susan nor Sharron make it to Sunday dinners much any more and was wondering if I would like to have dinner with her and pick up my tools at the same time. I told her that it sounded nice and agreed that I would be there around 2 o'clock Sunday afternoon.

Julie is in her early 50's and is a stunningly beautiful woman. She, like her daughter Susan, has long blonde hair with piercing blue eyes. Around the house, Julie always wore tight, revealing clothes, which showed off her large breasts, slim waist and an ass that any man would die for. Professionally, Julie was a successful attorney, owning and managing a corporate law firm. She was intelligent and radiated self confidence. She commanded attention whenever she walked into a room. Secretly, I have always lusted for this sexy woman and although a little nervous, I was excited about spending my afternoon with her.

I arrived just before 2 o'clock on Sunday. Julie answered the door wearing a tennis outfit.

"I am sorry for my appearance," she said. "My tennis match went a little longer than I had planned this morning and I haven't had time to change and freshen up. Come in and make yourself comfortable. I made some of my 'special' margaritas. I thought we could have a few drinks and get caught up on everything."

Julie never looked more stunning. Her top hugged her large round breasts nicely and her tennis skirt was short and showed off her muscular legs. It had been months since I had been with a woman so it was hard for me to keep from staring lustfully at this beautiful woman.

As she led me into her den, she noticed me staring at her bare, shapely legs but only gave me a knowing smile. "I see you like my tennis outfit. I was planning to go change but perhaps you would rather that I leave it on?"

I didn't know how to respond so I just nervously told her how beautiful I thought she looked in it.

She smiled broadly and said, "Why thank you, I'm flattered. Now have a seat and let me go get that pitcher of margaritas that I promised you so we can sit down and enjoy each other's company. I just put a roast in the oven so we have plenty of time to catch up."

I sat down on the couch and in just a minute Julie came back with a large pitcher of margaritas. She filled up our glasses, put the pitcher on the coffee table in front of us and sat down on the other end of the couch. I took a large drink. It was strong but very smooth.

"This is really good!" I said. "How do you make them?"

"It's my own special recipe. I use both tequila and vodka. I find that it makes them go down easy and helps me relax after a hard tennis match."

"Well, I love it," I said as I finished off my glass.

"I'm glad you do," she said as she refilled my glass. "Now tell me what you have been doing with yourself in the last few months."

As she said that she tucked one of her legs up under her which gave me a great view of her upper creamy thighs. Again, I couldn't help but stare and again as I looked up, I found that she was looking directly into my eyes. Caught again! I could feel my face turning red with embarrassment.

"I'm sorry" is all that I could come up with, and took another gulp of my drink.

"Please," she said with a warm smile. "It's nice to be appreciated. Now tell me, have you been dating anyone?"

"No, I've been keeping myself busy at work and just haven't put myself out there again yet."

"Well, that's not good. You must be getting quite horny. I suppose you have been masturbating a lot then?"

I was half way through another swallow of my margarita and just about choked on it when she said that. "I don't know Julie, I get along ok without resorting to that."

"Oh come on, Tom!" she said boring those beautiful blue eyes into mine. "Do you expect me to believe that a man your age, who is not dating, is not doing a fair share of masturbating?"

"Jesus Julie! I can't believe how much you and Susan are alike! So Direct! There is just no subject off limits for you guys, is there?"

"I brought my girls up to be direct and not to be hung up on what some people might consider taboo subjects. Susan has told me that you two had no problem openingly discussing sex, so what's the big deal?"

"I don't know, I just feel a little uncomfortable talking to my ex-girl friend's mother about it."

"Oh, give me a break! Now come on, tell me, how many times do you find yourself masturbating during the week?"

Exasperated, I lied, "I guess, maybe two or three times a week."

The alcohol was kicking in making me feel a little more relaxed, and she was right, it really was no big deal talking to her about this. But, if the truth were known, I was masturbating more like four or five times a week. Susan and I still had a very active sex life up until the time we split and I found myself often masturbating thinking about her and the things she used to do to me to drive me crazy.

Julie twisted a little in her seat to face me more directly. "You know, Susan would confide in me about the things the two of you liked to do in the bedroom. Sometimes she would go in to great detail!"

I could see out of the corner of my eye, that as Julie had shifted, her skirt had raised higher so that if I were to take my eyes off hers and look down, I would be able to clearly see completely up her muscular thighs to the center of her white panties.

"No, I didn't know that," I said nervously, fighting the urge to look down between those creamy thighs.

"Yes, 'Tommy'. She told me that you have a submissive nature and that you have an insatiable hunger to eat pussy. She said that you loved spending hours with your face buried between her legs and that she had a pet name for you. 'Pussy boy', I believe is what she said that she called you. Is that true? Were you Susan's 'Pussy boy'? Do you feel sexually submissive toward strong women?"

I didn't know what to say or do. I was taken back that Julie called me 'Tommy'. Susan used to call me that when she was feeling sexually dominant. Apparently, as Julie had said, Susan had told her mother many details of our sex life. What she said was true though. Susan and I were very well sexually suited. I loved kissing, caressing and worshiping every inch of her body and she enjoyed having me do it. We spent many nights with Susan reclined back on the sofa watching TV, one hand around a glass of wine and the other hand slowly running her fingers through my hair as my face was buried between her spread thighs. Initially she would have me just smell and kiss her wonderful panty covered pussy until eventually she would pull her panties off and allow me to fully indulge myself. Weekend mornings were often spent with me, head under the covers, kissing and worshiping Susan's ass until she became fully awake. She would then turn over and allow me to eat her to an orgasm. She liked to say that it was the perfect way to wake up.

"Tom! Tom, are you still with me? Julie asked, as I apparently had been lost in my thoughts. So tell me Tom, do you feel sexually submissive to women?"

"I don't know, maybe I did, to Susan. She just seemed to know how to turn me on like no one else has ever done."

"Susan also told me, that you once admitted to her that sometimes, when she was not around, you would masturbate while smelling her used panties from her laundry basket. Is that true? Are you a panty sniffer Tommy? Do you like the smell of women's dirty panties?"

I was embarrassed and speechless. I don't know when it had happened, but I found that I had been, and was still, staring back down between Julie's lovely thighs at her panty covered pussy.

"Are you thinking about how my dirty panties would smell right now, Tommy?

If I gave them to you, would you want to smell the panties that I am wearing right now?"

I still sat there and could say nothing.

"You don't need to answer," she said with a sly smile. "We both know what you want. You know that I played tennis this morning in these panties and that they were hugging my sweaty pussy for hours. I am sure that they would smell quite good to you right now. And we both know, that you would love to crawl between my legs in order to smell them and rub your face against my dirty panty covered pussy."

With that she raised her right foot and put it on the back of the couch and draped her other leg off the couch to put her left foot on the floor spreading her legs widely. She looked into my eyes and smiled. "Tell me Tommy," she said. "I want to hear you say it. Tell me what you want. No, better yet, ask me for it. Ask me if you may have the privilege of worshiping my sweet pussy. Ask me if you can be my pussy boy."

I felt dizzy with desire. I could not believe this was happening. My mouth felt dry and I spoke with a quiet, shaky voice. "Julie," I said meekly, "would you please allow me to crawl between your legs and worship your pussy? Can I be your pussy boy?"

"Since you asked so nicely, yes Tommy. You can be my pussy boy. I will let you worship my pussy. For now, go ahead and lay down here on the couch. Put your face down between my legs and smell my sweet pussy."

I was drawn, like a magnet to the sight that lay before me. I unconsciously moaned as I laid down with my face next to Julie's pussy and inhaled. I felt like I was in a dream.

"Oh my god, Julie, you smell so good!" I said as I inhaled again.

"Yes, Tommy. You love the smell Ms Julie's dirty panties, don't you? Tell me how much you love it or I might just have to take it away."

"No, please don't Julie. I do love your smell. It is so erotic!"

Julie brought her hand to her crotch to separate me from my object of desire and lifted my face to look at her. "Tommy, if you want me to let you continue, you will need to start calling me Ms Julie. Will you do that for me Tommy? I'm not going to let you continue unless you do."

"Oh yes Ms Julie. Anything you want. Please let me continue. You smell wonderful!"

"Thank you Tommy. Very well. You may continue to smell my sweet pussy through my panties. I may have a few more conditions that you will need to agree to though. We can talk about those later. For now, why don't you just be a good boy and nuzzle your nose in tight so that you might get a better smell. You may also caress my legs and give my inner thighs some kisses while you are down there. Enjoy yourself for a few minutes Tommy while I think about how this is going to work between the two of us."

"Yes, Ms Julie." I whispered as I fell deep under the spell of this incredible woman.

I groaned as I rubbed my face against Julie's soft, panty covered pussy while I caressed and kissed her white, creamy, muscular thighs. I could feel that her panties were getting wet as I pressed my face tightly against her. I found that I was moaning with passion. All I could think about is how much I wanted to get under those panties to kiss and lick her wet pussy. I could taste the saltiness of her skin as I kissed the hollow between her inner thigh and her pussy.

"Tom, I have to tell you that I was initially surprised, but not shocked, when Susan first told me of your sexual nature. I told her that you may have some submissive tendencies and suggested to her ways that she might help bring that out in you in order to make you a more giving lover. Susan had no experience with submissive men, where I have dated several in my past and have a great deal of knowledge about how to make men like you whimper with desire. Do you remember the first time Susan offered her ass for you to kiss? I suggested to her that you would probably find ass kissing very enjoyable. She said that she couldn't believe how much it had turned the both of you on. She told me that she had you spend hours that day and countless hours after tonguing and worshiping her ass. Now that you and Susan have moved on, I can see no reason why the two of us should not enjoy each others company as we are now. Do you think that might be something that you would like Tom?

"Yes," I said. "I would like that very much."

"Good, I want you to know, though, that I have never kept secrets from my daughters and I don't intend to start now. I am sure that Susan, especially, will be very interested to hear about our time together today. Do you understand that Tom?"

I didn't see that I had a choice. There was no undoing what was already done and no turning back now. "Yes, Ms Julie," I said as I suckled on her salty inner thigh. "I understand."

"Good then. Why don't you stand up and take your clothes off for me so that I can see what you have for me? Susan told me that she thought you were just the right size for her. Not too big and not too small. Let's have a peek, shall we?"

I reluctantly pushed myself up from between Julie's spread legs and stood before her.

I removed my shirt, shoes and socks, pants and then my wet boxers. My excited leaking cock stood at attention between us. Julie reached out, firmly grasping my cock in her hand and gave it a few pumps causing precum to ooze down the head. I closed my eyes and groaned, as she continued to stroke me. Her touch felt amazing.

"Yes, I think Susan was right. This is something I can work with. Turn around now and spread your legs so that I can see you from behind."

Feeling a little embarrassed, I did what she said. She reached through my legs and cupped my balls in her hand. Slowly she rolled them around in her hand.

"Yes," she said, "these feel heavy and full. If you are a good boy, Tommy, we might be able to take care of that for you. Do you think you can be a good boy and do everything I ask of you?"

"Yes, Ms Julie, I know I can."

"Good boy, Tommy. I like your positive attitude. Now, let's see how good you are with your tongue. You may kneel in front of me and help me remove my top."

I went down on my knees, in front of her and pulled her top over her head exposing her large, beautiful breasts encased in a white sports bra. "Now help me out of this bra." she said, again lifting up her arms. I then pulled that over her head allowing her breasts to swing free. She had large nipples with silver dollar size areolas.

"You have beautiful breasts," I said.

"Thank you Tom," she said as she looked down at me kneeling between her spread legs. "You may go ahead and remove my skirt and panties now."

She lifted her butt up off of the couch allowing me to pull her skirt and panties off with a single motion. She had a neatly trimmed bush leading down to large puffy vaginal lips. I could see that, in fact, she was very wet from my earlier attention. There was a little white cream oozing from her pussy. I moaned at the sight. As if I was in a trance, I was drawn forward. I softly kissed her pussy taking each thick lip one at a time into my mouth and suckled. Her smell was heavenly. I slowly opened her up with my tongue giving her full long licks from bottom to top supping on the sweet thick grool which was oozing from her. I moaned again as I explored deeper with my tongue searching for more of her delicious nectar.

"That's right Tom, taste me. Enjoy what I have to offer you. Worship my pussy. Show me how grateful you are to be eating my sweet creamy pussy."

Julie then took my hands and brought them to her breasts. "Play with my nipples while you eat me. I want you to make me cum hard." I continued to worship her delicious pussy, licking her from the bottom up to her swollen clit while teasing her nipples. Soon, she was holding the back of my head tight against her, grinding herself into my face.

"That's right Tom, eat my pussy. Make me come. Suck me Tom, suck my clit. Eat me Tom, eat me! Oh, I'm cumming! Eat me Tom, eat me!" She screamed as she went over the edge. All I could do is hold on with my mouth clamped around her swollen clit riding her orgasm. She fucked my mouth hard as wave after wave ran through her.

After one final thrust of her hips she relaxed and pushed my head down away from her sensitive clit. "Now clean me up Tom", she said as she lay back. "Enjoy my juices."

I couldn't believe how wet she was. It was like she had ejaculated when she came and it had run down between her ass cheeks.

I pushed her legs back toward her a little bit in order to lick the cum that had run down her ass. "Let me help you with that," she said, as she grabbed her legs by the back of her knees and pulled them up to her chest to give me better access.

Starting at her ass, I feasted upon the thick sweet cream as it continued to slowly flow from her pussy. Sadly, her pussy stopped weeping and before long I had her all cleaned up. I then lowered myself down to her asshole and began to first shower it with soft kisses before rimming her and then exploring deep within her with the tip of my tongue.

"Oh Tommy! she said, You nasty boy! I can see that Susan has done a very good job of teaching you how to properly worship an asshole. There's no wonder why she had you spend so much time worshipping her ass. I will want much more of that later. For now though, I want you to fuck me. I want you to slide in slow so that I can feel you filling me up with that cock of yours. If you fuck me good, I will let you come inside me but not until I have had another orgasm."