Mom's Best Friends

About six months after my first sexual experience with Sheila I went to visit my brother who lived in Boston. I drove from Tennessee to Massachusetts, enjoying the road trip, and then, on the way back I stopped in Virginia to visit the Grants. The Grants were the third couple in the group formed by my parents and Ron and Sheila Dobbs. The Grants had known me since I was a baby, and I had often visited them and even stayed at their house a couple of times as I was growing up. They were the same age as my parents—in their mid-40's, but they had had children later. They had two daughters who were still in elementary school.

As I say, I stopped on my way back from my brother's to visit them because my parents wanted me to-- a sort of family obligation. I arrived late on a Thursday afternoon and had dinner with them. It was fine, a friendly time, and after dinner, the little girls went to bed and Howard and Carol and I sat in the living room and talked. One thing I noticed about the Grants that I hadn't noticed when I was a kid was how formal they were. Even at 9 o'clock at night, Howard still had his tie on and Carol had on full make-up and was dressed like she was going to church or something. She was wearing a dark blue skirt and jacket with a pink blouse, jewellery, and high heels. They were lovely people, really, but a little too stiff for my tastes.

Also, having fucked Sheila, Carol's best friend, I couldn't help but think about what it would be like to get Carol into bed. One thing I should say here is that although Carol was a nice-looking 40 something, her face was rather scarred from teen-age skin problems. She would have been called pretty except for that. Not that it was a problem now, but the scars were still visible, even with make-up on.

She was tall and slim with long legs. My mind began s to wander just a little. Sheila was shorter and more compact. Carol's tits were normal size—if tit size can ever be called "normal", but not as big as Sheila's. Sheila was built for comfort, not for speed, and Carol was the opposite. One thing they had in common though, both had dainty looking feet, and I wanted to lick Carol's toes to get her hot the same way I had done to Sheila. Unless a woman is too ticklish to let you lick her feet, it never fails to get them super-excited.

"Sorry, I didn't hear that—I guess I'm getting a little tired," I apologized.

"I have to leave early in the morning at about 5:30 to drive to a conference in Washington. There's no need to get up—just sleep as late as you want. What time to you plan to leave?" Howard asked.

"Well, I'm only about 8 hours from home, so I don't have to leave too early—I figured I'd get on the road around mid-morning, after drive time."

"I have to take the girls to school just before 8," Carol put in, "but if you're not up, that's fine. I'll make your breakfast when I get back."

"No, no," I protested, " I can look after myself. You don't need to do anything special. I'll just get a bowl of cereal and be on my way."

"Well, we'll see in the morning," said Carol. "In any case, just act like you're at home and be relaxed like you were when you were a kid." And then they went on to share several anecdotes that they remembered from the times I had visited when I was much younger.

They went to bed relatively early, and after watching TV a little, I went to bed in the guest room. As I crawled into the comfortable bed my imagination was sliding Carol's panties down and I was burying my face in her bush, starting to slide my tongue between her pussy lips. But I

was

tired, and I soon fell asleep.

I woke up at about 7:30 and I heard the voices of Carol and the girls in the kitchen. I didn't get up immediately but just lay there thinking. Very quickly my thoughts turned back to Carol and how much I'd like to get her in the sack and fuck her. It was even more exciting to think about because she was my mom's best friend--- what could be sexier than that?

A few minutes later I heard them all leave and I got up. I went to the bathroom with my shaving kit. But as I walked down the hall I noticed that the door to Howard and Carol's bedroom was open. I peeked in. The bed was already made perfectly. There wasn't a thing out of place—no clothes on the floor, the make-up table was perfectly arranged-- even the trash can had been emptied. Made they're not

formal

, but obsessively tidy, I thought. Anyway, there was only one thing I had come in there for. I had a quick peek out the window to make sure Carol's car was gone. It was. I walked quickly to what was obviously her dresser with the doily on it and a little stuffed kitten, and I opened the top drawer.

I was in the right place, because when I opened the drawer, there were all of Carol's panties and bras and stockings. A classy lady—no pantyhose, just stockings (though I didn't mind pantyhose on a woman at all-- I liked the way the nylon stretched up over their mounds and onto their bellies and the way it firmed up and smoothed their asses). Some beige or tan or nude, whatever you want to call it, two pair of black, a pair of white, and interestingly, a pair of light blue. Most were the type with a rubberised band at the top, but several pair were the old-fashioned kind that needed a garter belt—and there were two of those in the drawer too.

I checked out her panties. Nothing out of the ordinary—mostly white "briefs"—not particularly sexy, but hey, I was more interested in what was

in

those panties. She had a couple of pair of bikini panties in different colors—red, black, and one dark blue pair. I examined her bras quickly. 30 C. Hmmm, I was right—Sheila's tits were bigger , I was pretty sure. Who cared? When you've got the nipple of a moaning, squirming woman in your mouth you're not really worried about tit-size.

I closed the drawer and had a quick look in the bedside tables. No condoms or pills. I wondered what kind of birth control Carol used. Maybe she kept her pills somewhere else. Maybe she didn't use any.

Then, I got out. I had only been there 5 minutes, but I had learned the hard way not to spend too much time in a woman's panty drawer. Once, a year before, my aunt had caught me going through her panties. (Not the aunt who taught me how to make love to an older woman, a different one.) She had pretended to be angry and d had given me a lecture about respecting people's privacy, but I could also she was thoughtful and maybe the point was that if I had

asked

she wouldn't have minded.

I went back to the bathroom and had a shower. I had to make it a cold—well, cool one, because my imagination had a lot of material to work with now that I'd been through Carol's drawer. I resisted the temptation to jack off because I wanted to get the full benefit of being excited when Carol came back. I could jack off any time.

I had just gotten dressed and was starting to look around the kitchen when Carol came back in. "Hi, did you sleep well?" she asked.

"Like a baby," I replied. Which was more or less true.

"Here, let me fix you some breakfast," she offered. "What do you want, eggs? Sausage? I've got just about anything you want. How about pancakes?"

Indeed, she did have just about everything I wanted, and I don't mean food. "Well, some scrambled eggs and toast would be fine, if it's not too much trouble."

"No trouble at all." She began to get the stuff out of the fridge and cupboards while I sat down at the table and watched her. Today she was dressed in a light blue skirt and jacket with a white blouse. She had on tan stockings— I knew they weren't pantyhose—and strappy white high heels. She was fully made-up again, and wearing earrings, a bracelet. She looked like an executive secretary or a company PR person. Nothing too obviously sexy, but definitely not a plain jane.

I was staring at her while my mind wandered up her legs, into the crotch of her panties and… She caught me looking at her. "Anything wrong?" she asked.

I swallowed and mumbled, "No ma'am," while I felt myself turning red.

"Since when is it ma'am? You call me 'Carol', don't you?"

"Sure."

She served my plate and sat down across from me with a glass of orange juice. She watched me while I ate, and when I looked up and met her eyes she just smiled.

We chatted about my drive back and other general topics until I was almost done, then she said, "David, I want to talk to you about something serious."

"OK," I said. I wondered what it was. "Go ahead."

"Let's wait until you're done and go sit in the living room," she said, so I quickly finished the last bit of toast and my glass of juice, and we both stood up and went in the living room.

"Have a seat," she said, so I sat in one of the armchairs across from the couch. She sat down the couch directly across from me.

"David, you know that your mom and Sheila and I are best friends. We talk a lot on the phone and share things—really personal things."

This opening was making me uncomfortable. What had these women shared?

Carol must have sensed my unease, because she quickly said, "Don't worry, neither Sheila or I have said anything to your mom that you wouldn't want her to hear."

I thought that was weird because why should I worry unless they might have talked about me? And what would they have to say about me unless Sheila had let slip that we had been lovers for 6 months? If Sheila had said anything to my mom I would have heard I about it by now. So I relaxed a little.

Carol continued, "Sheila told me about a year and half ago about the problems she was having with Ron." I didn't show anything on my face, so she said, "You know—relationship problems. And she told me about the solution she's found."

Carol paused, apparently expecting me to say something, but I still didn't want to say anything because I didn't know how much Carol knew. "What do you mean 'problems' and 'solution'?" I asked.

"I'm sure you know what I mean, David. The problem is that Ron has lost all interest in Sheila as a woman—he's probably sleeping with someone else. As for 'solution'—why it's you. For some months now you've been banging her brains out. And according to her, it's not just slam-bam- thank you ma'am. You've been using multiple talents like your tongue and fingers to drive her wild. Quite an accomplished lover, by her account."

I was stunned by her language, but was starting to get a hard on. Carol had a certain light in her eyes that I thought I recognized as lust, but I wasn't going to commit to anything just yet. I'd let Carol take this where she wanted it to go.

"Did Sheila just come out and tell you, or what?" I asked. Sheila had promised not to tell anyone. I certainly hadn't.

"No, I know she promised not to tell, but it kind of slipped out."

"Slipped out? How does that sort of thing 'slip out'?" I was feeling a little pissed at Sheila. What if it "slipped out" when she was talking to my mom? On the other hand, it made me feel kind of good that Sheila had bragged about me to another woman—one who was now sitting across from me and talking about it.

"Well, Sheila and I were talking on the phone one day and the subject of sex came up. You know—girl talk. She said she'd solved the problem of not getting any from Ron for more than a year. Naturally I wanted to know the details. She described her activities pretty graphically. Maybe a little too graphically, because we both started getting a little hot. I could hear some heavy breathing on the other end of the line and some sexy little sounds like she was touch in herself, and well, frankly, as she described her ummmm- sexual activities I got a little excited and started umm, manipulating myself. But she didn't tell me who it was."

"Manipulating yourself?" I had to ask.

"Well, you know, stroking my—my vagina."

I was into this conversation now and totally fascinated.

"You mean you were rubbing your pussy?"

"Yes, I was fingering my – my pussy." She seemed to have a hard time saying the word "pussy". I wanted to hear her say it some more.

I couldn't believe what was happening. First of all, here was a middle-aged, prim, super-neat, friend of my mom's telling me that she had a sort of phone sex with another woman, saying she had touched her own cunt while listening to my lover describe our love-making, and here was the kicker—she spread her knees apart and slid one hand up her nylon covered leg, into the darkness under her skirt, and she said, "I was touching myself like this."

As her hand moved around under her skirt, she got a glazed look on her face and I definitely saw the look of sexual excitement in her eyes. I was staring at her hand and legs, willing her to spread them open even farther. I asked in a strange sounding voice: "But how did my name come up?"

"She told me it was someone who had just turned 19 and I remembered that your mom had mentioned that you had had a birthday the month before, so I put two and two together. Sheila confirmed it—but she made me promise not to tell anyone—which I haven't and won't –except you."

Now Carol spread her knees as fear apart as she could while seated on the couch and pushed her skirt up. I could see the tops of her stockings her panties as her hand circled the area, brushing her fingers against her crotch. I didn't need anyone to explain— I could recognize a woman in need of a fuck.

"David, I've always felt a little behind your mother and Sheila—I've felt like they were prettier, smarter, more confident than I was. And so, I want to get ahead if I can. I want you to take me to bed and make love to me—f—f—fuck me harder and longer and deeper than you did Sheila. I know I'm just an old and ugly, but I want you to want me, just once. I know my face his horrible, but if you can just close your eyes…" She started to cry quietly.

"Stop Carol," I said, firmly. "You're not old, you're not ugly, I don't know who gave you that idea. I know your face is scarred, but you have got so many other great things going for you it doesn't matter." I went over and knelt down in front of her open legs. I put my hands on her thighs and leaned close to her. "Look at me, Carol. I am so turned on right now—I want you to take me to bed and fuck me. I want to fuck you. I want to be deep inside you." I reached up and took her face in my hands and began to kiss her—first lightly on the lips then her chin, the tip of her nose, then her scarred cheeks, her forehead, back to her cheeks and then back to her mouth, which suddenly opened and took my tongue inside and French kissed me while her hands were roaming over my shoulders and back, pulling me closer. I brushed the tears away from her eyes and kissed her cheeks again.

"Take me to the bedroom," she said. So I stood up, took her hands, pulled her to her feet, and wrapping my arms around her, slowly began backing her down the hall towards the bedrooms. Our tongues were busy exploring each other's mouths at every step.

Walking backwards, she led me into her bedroom and towards the bed. I was kissing all the time on her face and neck and ears while my hands ran up and down her body, stroking and squeezing her ass and doing all the other things my aunt had taught me to do to get a woman dripping wet and ready to come.

She bumped into the bed with the back of her knees and suddenly sat down and I followed, pressing her warm body beneath me. "Just a minute" she said.

She disappeared into the master bathroom that I hadn't noticed before. I took the opportunity to get out of my clothes. About two minutes later she came back. Her eyes had been wiped and she had applied new mascara. She had put on some perfume and she had taken off her jacket and skirt and blouse. She was still wearing her nylons and heels as well as her panties and bra. She seemed to have shed her sadness too because she paraded towards me with a slinky walk, thrusting her tits out and slowly licking her lips.

She stood in front of me and and reached behind her. Her bra came undone, and she pulled the straps slowly, sexily , off her shoulders. There were her delicious tits in front of my face. They weren't very big—they reminded me of my girlfriend's tits, actually—pale and perky, with smallish light pink nipples. Her aureoles were no bigger than a quarter, and I wanted nothing more than to feel her sweet nipples rolling in my mouth—to tongue her boobs until she got so crazy with lust that she would cum before I even touched her pussy. I wanted to suck them hard, then lick them gently, then do everything else that I could imagine, including cum all over them. I leaned forward and started by licking gently. But Carol wasn't interested in having her tits eaten right now.

She lay down on the bed with her legs open wide. How could I ignore that? I knelt on the floor and ran my hands up her nyloned legs. I love the feel of warm legs covered in nylon, or even better, silk. My cock got even harder as I felt those luscious limbs.

I lifted one leg and slipped off her high heeled shoe. I kissed the top of her foot, then the side of it, then her toes. She let out a sound of pleasure. I kissed her toes again, and licked them a little. She wiggled and again she made that sound of pleasure. Finally, I took her toes in my mouth and enjoyed the feel of them wriggling inside their nylon covering. Carol was even louder now. She said, "Don't forget—there are other parts of my body that need your tongue."

I kissed my way up from her ankles to her knees , over her thighs, past the tops of her stockings onto the warm soft flesh of her inner thighs, and then a she let out a great gasp as I nuzzled her cunt. My hands slipped inside the waistband of her panties and started to slide them down. Usually when I slide the panties off a woman it doesn't take much before I begin to see pussy hair. In Carol's case, her belly was hairless, and as I continued to pull her panties down, her mound remained hairless. With a last tug as I got them down past her pussy, down her sexy and open legs and off her feet, I realized that her pussy was shaved! Completely bald! I had heard, I had seen pictures, but I had never been face-to-face, so to speak, with a hairless pussy. It was completely bald! I was amazed. It was hard to believe that someone so seemingly straight-laced would be concealing a hairless snatch. I was stunned, but not for long.

I lowered my face towards her quivering, moistened lips and began gently licking her them. It was like licking a ripe peach that had been cut I half. Everything was smooth and slick and covered with delicious juice. She moaned and wiggled her hips to give me better access top her pussy, pushing her open slit towards my mouth. I felt her long sexy legs wrapping around me and pulling me into her. I raised my head and looked deep into her lust-filled eyes. She was squeezing her tits hard, twisting her nipples. She let go of one of her tits and with her hand pushed the back of my head back down towards her pussy. "More," was all she said.

I obliged her by diving back into her cunt, pushing my tongue between her pussy lips which were now slick with love liquid. It was amazing to be licking that tasty love hole with no hair. I could see every detail of her reddened lips as they became swollen and wetter. They began to get loose and floppy and I was able to suck them into my mouth and chew on them gently. I had never taken a woman's pussy lips into my mouth before and I loved the sensation. Apparently Carol did too because she began to groan and twist.