Mother Les

Leslie was always a mother figure to me. She was my best friend's mom, and also my mom's best friend. She had a sexy librarian vibe to her. She was a writer, an intellectual, a truly free spirit. She had lived a fascinating life all over the world. She was intelligent, sensual, and motherly. Her hint of an English accent made every word she spoke absolute poetry.

Leslie had come on to me once. It was during my 21ist birthday party so the alcohol was flowing. I felt that it wasn't right and would be a huge betrayal to her son and my mother. She said that in the future, she hoped that I still saw her as beautiful.

I knew how attracted I was to Leslie. I had often thought about her when I masturbated. I had actually been living with her for awhile. I had nowhere to go and she took me in. We went shopping at book stores, and ate in interesting restaurants. Leslie was fascinating. This turned me on like nothing else. She was unlike any typically hot woman. She wasn't the stereotypical porn star, beach bunny, or anything like that. She made my mind horny. She was experienced and worldly.

Leslie was middle aged. She was in her mid to late 40s. She had thinning brown hair, pale skin, glasses, and a look on her face which was incredibly alluring. I knew she would show me things and make me feel like nothing I had ever known. Her body was perfect. Not too big, not too small. She had small, perky tits, a nice round ass, and perfectly slender legs. I knew she must have had a nice pussy too. I couldn't wait to find out for myself. I would jerk off to her while she let me sleep in her living room. I always hoped that she would hear me stroking my cock to her image in my head.

One morning, I heard the shower running. I awoke with morning wood and had been fantasizing about us finally giving in to our lust. I still felt tremendous guilt about betraying my friend. I knew I couldn't really do it. I knew I would chicken out given another opportunity with her. I could hear the water in the shower stop and knew Leslie would be emerging soon... naked. The thought was almost too much to bear and I just about pulled my dick out and started masturbating.

Leslie walked into the living room where I had been sleeping. I was sitting on the couch trying to regain control of my erection. She was wrapped in a towel and had her hair wrapped up in another one. Her legs were exposed and looked beautiful. I knew her pussy was just above the bottom of that towel. I desperately wanted to smell it, nice and clean, fresh from the shower. I started to imagine what it would be like to shower with her, helping to clean her pussy. How great would it be to sponge it off, or use a washcloth with my hand, only a little piece of fabric between my fingers and her pussy.

"Let's go for a ride today!" She exclaimed. "We need to get out and have some fun!"

We spent a glorious day together. We drove along the beach. We ate Thai food for lunch. We went to an eclectic bookstore where she taught me about African literature. It was like being on the best date ever. Except for the fact that I was half her age and the other complications regarding her son and my mother. We stopped at the liquor store and bought a bottle of Scotch which she insisted that I would love. Who was I to argue? We returned to her place. Leslie poured us a couple of glasses of Scotch on the rocks and we began a conversation about the books which we had bought. I felt so sophisticated. I stared into her eyes, my mind wandered, and I imagined again what her lips tasted like. How would they feel wrapped around my throbbing cock. Oh, and what does that sweet pussy smell like?

After a couple drinks, we really relaxed and got comfortable. Leslie asked me again, "Do you think that I am still beautiful?"

"Of course I do! In fact I..." With that, she grabbed my face and kissed me. I put my hand around the back of her head and plunged my tongue into her mouth. Her lips were sweet. Her tongue was soft. The deep French kiss mellowed into a softer more sensual playfulness. We began giving each other quick, soft kisses, darting our tongues in and out. It felt so good, like true love. I was in heaven.

"I think you are so beautiful, Leslie. So beautiful that I think about you all the time. Even when I'm alone." I was reeling in the idea that I was making out with my best friend's mom. But she was my friend too. Now she was something even more. "I even think about you when I masturbate." I confessed.

"I know. I've watched you. I've heard you saying my name." She said in an even tone. This left me embarrassed yet aroused. The thought of Leslie watching me, with my cock in my hand, slippery with my saliva, stroking it and calling out her name was so hot. My erection was raging in my pants.

"Do you know what I did when I saw you?" She asked. Pausing for a moment, she continued, "This." Leslie slid her hand down the front of her pants. "I had to touch myself too. You made me so wet. Just like I am now."

I kissed her again. This time I reached down and unbuttoned her jeans. Her hand was now free to really get into her pussy. I could hear her fingers squishing, she was so wet. We pulled her pants off together, leaving her white panties on. They were soaked. I could smell her. Her pussy had a more pungent odor then I had expected. She smelled like a real woman. I pulled her panties off and positioned myself with my face between her legs. I took a whiff of her and began to lick her pussy lips. She let out a moan and cocked her head back. I was eating the very pussy that birthed my friend. It was weird but wonderful at the same time. She put her fingers down in a V straddling her clit. My tongue moved up to meet it. I flicked it with my tongue and sucked on it, holding on to it between my lips. She let out a more ferocious moan and started to fondle her nipples under her bra. I concentrated on her clit until she began shuddering with her first small orgasm.

I came up from between her legs. My face was glazed with her juices. My cock was ready to rip itself out of my jeans. I stood in front of her. She reached out and unbuttoned my jeans. My cock sprung out like a caged animal. Like a greedy, hungry animal, Leslie took all of me deep into her throat. She held her head there, bottomed out, her nose nestled in my pubes. She held for a few seconds, then pulled her head off leaving my cock covered in her spit. She looked up at me with the look of a wild woman. She stared up at me, let her tongue out and started sensually licking the head of my cock. She pursed her lips and kissed my throbbing head. She took the head into her mouth, never taking eye contact away. I thought I was going to cum right in her mouth. This was just the beginning. She used her mouth and her hand to produce a rhythm which was something I'd never experienced. She could feel my orgasm building and she stopped. She pulled her mouth from my cock and told me that I cannot cum yet. She wasn't finished with me.

She bared her breasts and had me suck on her tits for a bit to calm my cock down a little for the next round. She stood up, stared deeply into my eyes, took me by the hand and led me to the bedroom.

She had that alluring look on her face as she positioned me on the bed. She then straddled my head and lowered her sopping wet cunt to my face. Her lips were wide open, like a pink flower. The lips were so wet it literally looked like the petals of a freshly watered flower. I caught a whiff of that beautifully feminine pungent odor. I pushed my face into it as I felt her mouth engulf my cock. I was in ecstasy! She pushed her pussy further into my face as I jammed my tongue into her as far as I could. She had placed her hands on either side of my like she was doing push-ups. This gave her the leverage to violently bob on my cock. Her head was thrashing up and down, and her pussy was secreting more juices into my mouth and all over my face.

I knew I couldn't last much longer. I had to step it up! I grabbed Leslie's ass and shoved her hot cunt toward my face even harder. She ground herself against my face as I moved to her clit, concentrating all my efforts there. I felt a wave coming through my cock and knew I was almost there. I took a finger and circled Leslie's asshole. She moaned, but it was barely audible because of the swollen cock in her mouth. I knew I was done for. I felt my cum surging upward toward her mouth. I pushed my fingertip into her ass, as my milky cum streamed deeply into her mouth. She let out a muffled scream with pleasure while her mouth was full of cum. She climaxed, writhing all over my face. She fell to the side, spent. Her mouth dripped with cum. Her soaking wet pussy quivered. I just stared at the ceiling, hoping we would get the chance to fuck in the future. I certainly was not going to chicken out...