My Best Friend's Mother

The tension while waiting for Penelope to get back home was something that I had never experienced before. The person I loved, the one I cared about the most was coming back home, and when she did, we were going to talk about how our relationship was going to evolve because what this kiss told me was that she was ready and willing to be in a relationship with me. While it was a bit weird, being in a relationship with my best friend's mother, that didn't mean that I wasn't still going to pursue it. I wasn't the only one involved in this relationship that would suffer if I suddenly decided that I didn't want to go out with her, as she had also shown her attraction toward me.

I heard a car pulling into the driveway and got excited for a second before remembering that it was Mark who had taken the car out earlier, and Penelope was taking public transport back now that she didn't have to rush. I sat in the kitchen, hoping that Mark would go upstairs without bothering me but as the door shut and the footsteps started to approach, I prepared myself.

"Mum?" I heard Mark call out, stumbling around in the hallway. "Mum?!"

He stumbled into the kitchen, and the smell of alcohol followed in waves. I looked at the man that used to be my best friend and felt disappointed. He had so much potential, and we had planned on doing so much together and yet here he was, coming in drunk once more. It was then that it hit me, that not only had he come in drunk, but he had driven over here in that state.

I barely contained the surge of anger, but I took a deep breath, reminding myself that getting angry and lashing out wasn't going to solve anything. He walked into the room, his head turning as he scanned for Penelope, but instead, he found me.

"Where is my mum?" he asked, slurring his speech.

"She's not back from work yet," I replied, wanting any sort of acknowledgement for his wrongdoings but knowing that the likelihood was minimal. "You've not brought any friends home this time?"

"What's that supposed to mean?"

"Y'know, how you and your friends have destroyed this house multiple times and always left it for your mother to clean up afterwards," I said casually because I knew he wasn't going to see it as anything big and screaming at him would only make his reaction worse.

"I don't mess up the house, it's always clean whenever I come down in the day," he scoffed, acting like I was the dumbest person in the world for implying that he didn't pay attention to the state of the house.

"Exactly, when you come done it does like fine because your mother has already cleaned it," I said, getting annoyed at his constant dismissal of his mother's efforts.

"Whatever man, I never knew you were this much of a bore. If I had known I never would have become friends with you," he said, and it hurt to hear. "Let me know when she's back because I need some money."

I had known that he had grown apart a lot, of course, I wasn't blind, but the way he looked at me now, and his words made me feel like we were complete strangers to one another and not two people who had been really close friends only a few months earlier. I dropped my head, sighing as he walked upstairs. I hadn't expected much, but I did think that he would have a little bit more respect for me because of how much time we spent together in the past, but I was probably just too optimistic. Real life wasn't all fairy tales and rainbows, and sometimes when someone good happens to you, you like likes to balance it out by making something bad happen.

After a few minutes of contemplation, I heard a key in the door and stood up quickly, wondering if she was going to have regretted what we did this morning. My fears were instantly quenched once I saw the beautiful beaming smile on her face as she saw me.

I walked up to her, taking her face in my hands and bringing my face down to hers and giving her a light peck on the lips. "Welcome back..." I whispered, following it up with more light kisses on her incredibly inviting lips.

"Mmh," A quiet moan came from her mouth and as I pulled back, I saw that she was embarrassed at the sound that she had let out. To show her that I had no problem with what she had done, and instead loved it. I pulled her towards me, feeling bold enough to let my erection, though it was covered by my trousers, rest on her stomach so she could clearly feel it. "Oh!" She blushed but gave me a cute grin as if she was embarrassed but also liked what she was feeling. "I'm not ready for that."

"I know, babe," I said, pushing my luck.

"Babe?" she said, laughing slightly through the blush. "God, you're making me feel young again."

"What do you mean," I said, indignantly. "You are young."

"No way..." she said, but she looked away, and her smile told volumes over her words with what she thought of my comments.

"So," I said, turning the conversation serious as I knew that we were going to have to talk about what we expected from this relationship, or whether we expecting anything at all otherwise it wouldn't last for long. "What are we doing?"

"We're doing whatever we like," she said, smiling at me. "I don't know where it is going to take us, but I do know that you're kind, caring, you care about me, and you make me feel loved..." She then looked down and blushed. "...and you're also really sexy and aren't lacking in...any areas."

"I really care for you," I said, wanting to make sure that my feelings were clear to her. "And here you go."

I handed her a pink striped alternating bag and felt the excitement build as I saw her confused face. "I bought this when we went out last time, I just didn't give it to you because of what happened afterwards."

"Oh!" she exclaimed, seeing all the lingerie inside, all having been chosen by her before, with her only having tried one of them on. "Dylan..."

I had heard her say my name a lot, especially within the last few months mostly in a complaining tone, but this time it was different. We weren't best friend's mother and son's best friend anymore, we were together romantically, and I could get things like this for her without it being weird or creepy because that is what lovers did for each other.

"I know that I didn't have to buy it all for you, and you can change it out any time you like, but I want you to see you wearing this sometimes when you're ready," I then leaned into her ear. "Because although I don't think there is a piece of clothing that you won't look good in, I'm not going to lie and say that I don't think you'll look beyond sexy while wearing any one of those undergarments."

"Not yet, but..." she said, leaning further, conspiratorially. "...but be prepared because you're definitely going to get to see me in everything you bought."

She walked away after giving me a hug, but I was still a horny teenager, so I walked up behind her, pulling her back to be chest and burying my face in her neck.

"Dylan?" she asked, although she didn't resist, and instead leaned into my touch. "What is it?"

"I just felt that I hadn't said a proper goodnight to you," I replied, shrugging as I turned her around to face me. I leaned in, seeing her close her eyes as our lips connected.

This time I didn't hold back my roaming hands as I knew that she was expecting something out of this relationship, and I was going to be allowed to do what I wanted to her, within reason soon. I slipped my hands onto her hips, slipping them under her shirt and feeling her stomach. I had felt it once before, but that was when she had been asleep, and it was completely different now that I was getting to touch her properly without having to hold back much and had her unequivocal consent.

I stoked her stomach, remembering what she said earlier about not being ready for more and didn't slip my hands as far up her body as I wanted to. Instead, I lightly pressed on her lower stomach with one hand, like I was giving her a massage, and pulled her closer by her lower back using my other arm. Even though I knew this wasn't going to be the last time this happened, not in the slightest, I savoured the feeling as I had never done anything with anyone before and all I knew about relationships, foreplay and sex was what I had read, or listened to, from other people.

This time, unlike the last kiss, Penelope was the one who was feeling more adventurous and stuck her tongue into my mouth. The battle of our tongues raged on before I felt her hands drift down and graze over my groin. I felt like I was on the verge of cumming, so I pulled back with a moan, staring at Penelope's flushed face as the heavy breathing filled up all the silence within the room.

"Come over here," I said, pulling her to me once more and pressing my lips hard against hers, before pulling back. "I was...on the verge of...cumming, so I had to stop there. Unless you wanted to do more?"

"Not yet," she said, and her face flushed even more as she realised what I was talking about. "And I actually have to go up to sleep or I am going to be too tired to go to work tomorrow."

"I'll see you tomorrow beautiful," I whispered as I gave her one last kiss, giving her ass a light smack as she walked past. I was her beautiful red blush as she rushed on by, going upstairs with the bag containing all the lingerie in hand. I couldn't wait until she decided she was ready for more and I would get to see her in the lingerie, and also when she took it off.

I followed a few minutes after, going stopping in front of her room, but deciding to leave it be for the night as we had a whole lot more time tomorrow to do whatever we pleased.

I went back to my own room, got into bed and lay down, trying to digest everything that had happened in the day. I had found out that Penelope felt the same way about me, as I did with her. It probably wasn't to the same extent yet, as I didn't believe that she knew me well enough to love me yet, but it was a start, and it meant that I'd be able to kiss her and hug her any time I pleased, and it wouldn't be seen as weird. I was going to try and avoid any situations involving Mark, as I didn't think that he'd approve of our relationship and right now Penelope was too meek when dealing with him, so I was sure that he'd convince her to break up with me before we were even able to start properly.

Thinking about all that had happened tonight and how I hadn't been able to release myself yet, I needed to cum. I pulled out my dick, closing my eyes as I thought back to when I was kissing her and how smooth her skin was. From the first time she seemed receptive to more, so soon I might be able to go further, and maybe soon in the future, I would be able to spray my baby batter inside her.

At the mere thought, I came, feeling overwhelmed and as if all my energy had just been used up. I wiped myself off, falling to sleep thinking about how lucky I was to be with Penelope.

* * *

The next week passed, and I would constantly sneak kisses here and there with Penelope but nothing else happened. I had thought about moving my hands up to her tits while I was rubbing her stomach or rubbing my cock on her through my trousers while our bodies were locked together but I always chickened out. I knew how easily relationships could be fucked up, and with how much I cared about her I didn't want to push it.

Even though I didn't want to push it, that didn't mean that we weren't clinging to each other like horny teenagers. I had thought myself past it, but if she was still acting like this at her age then I guess it took a lot longer to get past this stage than I thought. That wasn't a complaint either as it was impossible to state enough how much of a confidence booster, how happy it made me, and how horny it made me, having such a beautiful mature woman acting like I was her first. I had thought that I was going to have to initiate everything, and even though that was the case a lot of the time, her looks were enough to make me start in on her, and she knew that, using it instead of actually coming up to me and kissing me straight up.

That was until today when I hadn't masturbated since the first night, we decided what our relationship was going to be, so I was really pent up and on the verge of moving past the barriers that she had set previously. We had grown a lot closer in the week that had passed, especially since Mark was almost always out partying and seemed to come home less and less each day. I could tell that it worried her, which is why I was always ready to distract her at a moment's notice, whether that be with a movie for the two of us to watch, or whether it would be us lying down together and occasionally making out. Just indulging in the feeling of the other's body.

The reason today was different than yesterday, where I had been equally horny, is because the TV downstairs had stopped working and they were only going to be able to get it fixed tomorrow. We were supposed to have a movie night, and we were both disappointed so I offered by room up, so that we could continue and watch what it was that we were going to watch.

"What did you pick out?" Since I didn't have to try and get her to start clinging to me as she would do that all on her own. I had started letting her pick out the movies we watched because of this, and it had another bonus, in that it was another layer of distraction so that she wasn't thinking, and worrying, about Mark all that much.

"I don't actually know, all I know is that I have had it in storage for a long time and haven't ever watched it.

"What do you mean you don't know what it is called?" I asked. "Doesn't it show on the case or the disk?"

She handed me the case, which was blank and when I opened it to inspect the disk, I saw that it was also blank. I looked back up at her.

"Yeah, that's what I mean," she said. "I can only hope that it will be a good movie then."

She slipped it into the DVD player, clambering onto my bed and settling down in my arms. The movie started to play but I was barely paying attention, more intent on focusing on every part of Penelope's body that was touching me. I was hyper-aware of anything that so much as grazed me, even over my clothes, so when she slipped one hand under my shirt and started caressing my chest, there was no way I would be able to focus on anything that was happening in the movie. Or that is what I thought at first.

Within the first minute, our interest had waned. Not only because it was subtitled and in Japanese which neither of us understood, but also because we became more interested in the other instead. She had turned over, so she was lying on top of me, and we were kissing. Enjoying how each other felt, we kept kissing, switching between lips, face and neck when after around fifteen minutes I looked up at the movie, while she was kissing up my neck, and gasped.

"What?!" she quickly exclaimed, pulling her head from the crevice of my neck and resting her hands on my chest.

"Look at the movie on the screen," I said, and she, of course, hadn't selected this Japanese movie intentionally, but that didn't make the movie any less hot as instead of the period piece I had assumed it was going to be, there was a woman on the screen sucking a dick.

"Oh!" she said, scrambling to get herself off my chest but I wrapped my arms around her waist and pulled her back to my lap.

"Why're you trying to turn it off?" I asked, kissing down the back of her neck. "Let's keep watching.

She relaxed into my lap, mesmerised by what was happening on screen. We watched this Japanese woman suck this man's dick, and it even showed a close-up of her face as she started to pull her face from his dick. I thought nothing had happened and that the scene was going to end there, but instead, it showed the woman releasing his cum from her mouth back over his penis. I felt Penelope subtly grinding on my lap, and fortunately for me, she was placed perfectly over my dick, meaning she was grinding on my clothed cock. What made it feel even better was that she was only wearing a dress, which mean that her panties were coming into contact with my trousers instead of a thicker material.

Even after the scene had ended, she carried on grinding, completely distracted by what had happened on screen when I decided that it was time to push things forwards a little bit more and see what was she willing to do now.

I spun her around on my lap, breaking her from her trance and setting her body parallel to mine once more. She looked embarrassed as if she had only now realised what she was doing but I wasn't about to leave it alone now as I started grinding my dick on her pussy through her clothes, seeing her face move from embarrassed to pleasure in a few seconds.

She took over once more, grinding her body on mine, including her panty-covered pussy, which started moving in circles. I started kissing her again, this time lifting her dress so everything below her rib cage was exposed to the air and lightly ran my fingers up and down her side, squeezing as I reached her ass. As she sped up, so also started pressing into me harder, and the kiss broke off as she focused on her own pleasure and started moaning.

I saw her body start to shake and felt slight wetness on my own crotch before she collapsed back down onto me, breathing hard.

"Oh god," she whispered, her hot breath hitting my neck, where her face was buried. "That's the hardest I've cum in a long time."

"I'm glad," I said, rubbing her back soothingly. "Do you want to continue watching the movie, or...?"

"I'm not selfish," she said, before sitting up and moving off my lap to kneel beside me.

I wasn't sure what she was talking about but when she reached towards my crotch and started pulling down my joggers, I knew what it was that she was talking about and felt an excitement that I hadn't felt since the first night that she told me we could be together. I lifted my hips, allowing my joggers and boxers to come down together. My dick got caught in the top, being pushed down and springing back up and wobbling as it finally came to a standstill, facing straight upward.

"You're massive!" she exclaimed in awe, and I could feel the excitement in her statement.

I wasn't able to speak, too stuck in the moment and waiting for her small soft hands to wrap around my meat and start jacking me off. It was like time slowed down as I saw her roll up her sleeves and reach a hand over to my pole. As the cool skin that wasn't mine wrapped around it, I closed my eyes, almost cumming just from being touched.

"Are you okay?" she asked, as my face was screwed up on concentration to not cum too quickly.

"Just go slowly, okay?" I said to her. "I want this to last at least a minute."

"Okay," she replied obediently.

She slowly started moving one hand up and down my cock and I felt the urge to just cum on the spot but was able to hold it in. As soon as her other hand joined in however, I was gone and started shooting rope after rope high up into the air for almost a minute. Most of it either landed on my stomach or on her hand and as it stopped I sat up, smiling hard at her. "You're amazing!"

"Thank you," she said, and I would have become hard again if I hadn't used everything up in that cumshot, seeing her acting embarrassed while her hand was covered in my cum.

"Should I get you a tissue?" I asked, already off the bed while making sure that no cum dripped onto the carpeted floor.

"No," she said, and it sounded like her voice was muffled, so I turned around to see what she was doing and saw her licking up my white spunk directly from her hand. I walked back to the bed like a zombie, watching as she slurped it up and feeling faint from pleasure as she stuck her cum covered tongue out at me to show me that she had it all in her mouth, before putting it back in her mouth and swallowing my load.