My Friend's 43y/o Iny Mother

This is the second part in what I hope will be a trilogy of stories about an old friend's 43y/o kinky mother. If you have not already read part one please read it, in order to have some background on story and characters. It is set in the winter of 1996 when I was 19 years old. Only certain aspects of this part are true, mostly this part is fictional. – enjoy.

I awoke lying next to my friend's Mother sometime after 5am. Her head was resting serenely on my chest, as her arms were wrapped around my 19 year old body. She had a nice content smile on her face as she slept.

'Jesus,' I thought. Mike would absolutely freak if he found out I had an intense fuck session with his mother last night. I was worried that Mike may have heard us last night from his room. Especially his E-cup mothers screaming orgasms.

I decided I didn't want to stick around to find out. I woke Liz from her slumber.

"Hey, you need to go back to your own room, your still here in the spare room. Mike will be up in a few hours."

Liz, still half asleep made a groaning yawn, "hhmmmm." She squeezed my body and gave me a long hard kiss on the lips.

"OK Arthur, let's go one more time before I return to my room." She said.

Liz pulled back the duvet, spread her legs and pulled the crotch of her sexy pink satin panties to one side, exposing her bush and moist pussy. She put one of her nipples in her mouth and sucked hard as she looked at me invitingly. With my instant erection I began slowly fucking her in missionary position. She locked her arms over my back as we were kissing and licking each others mouths. As our pace quickened our kissing intensified. Liz liked her kisses wet, our faces were soon covered in each other's saliva.

After a while fucking, Liz whispered, "I'm happy to take your cum in my mouth whenever you wish Arthur. But this time I want to feel you cum inside me. Will you cum in me? Please Arthur?"

"Oh god Liz, you asking me that is such a turn on, I'm about to cum, I hope you're on the pill." I said. "It's ok Arthur, it's not my fertile time of the month." She said. Seconds later I let out jets of cum into Liz's pussy for several seconds. After I finished cumming I left my twitching cock in her pussy for a moment.

Liz then got up and returned to her room. "I'll see you later darling, mmmwah!" she said.

I didn't want to stick around in case Mike heard us in the night. I got dressed and quietly left their house. I decided I wanted to just stay at home and see what happens. If Mike didn't hear us, he would call me and ask me to hang out. If however he did, I figured he would just leave me alone and not talk to me. I felt a little guilty on Mike. He was after all my best friend.

Anxiously, I hadn't heard from Mike while I was back at home, and the time was approaching late afternoon. I felt really anxious at the possibility of him knowing I fucked his mother. But that anxiety was outweighed by the thought of Liz and that incredible workout we had last night. The fact that Liz was 24 years older than me turned me on even more. I just couldn't stop thinking about her.

At 4:25 Mike finally telephoned the house. My mum answered and passed the phone over to me. My heart was racing and my palms began to sweat. I had no idea how Mike was going to be with me.

"Hey dude, what happened to you last night? I got up this morning and you were gone," Said Mike.

I let out a sigh of relief.

"Oh I couldn't settle in bed last night for some reason, so I figured I will just go back to the comfort of my own bed. We only live 5 minutes apart so it seemed the easiest thing to do last night." I nervously said.

"Anyway, never mind that mate. You're crashing at mine again tonight. Got a surprise for you," Said Mike. "Hurry up and get your ass over here."

"Ok will do, give me 15 minutes." I answered. I was so excited at the prospect of being with Liz again.

When I arrived at Mike's house, Liz was in the kitchen having a cup of tea and chatting with the local vicar and a school teacher friend of hers from the textiles club. Although Liz never went to church or showed any religious interests, the vicar took a shine to her, thinking she was an upright decent human being, who always behaved impeccably and was charitable to others - which was true.

On this day Liz dressed more boldly and confidently than usual. She had skin tight jeans that squeezed her ass into an exquisite shape. Tucked into her jeans was a nice purple blouse that complimented her body nicely. Quite tight around those huge breasts, the top couple of buttons were undone showing just the top inch or so of her cleavage, and with a necklace that drew attention to that area. I got an instant semi.

"Can I have a cuppa tea Mrs C," I interrupted.

"Of course you can Arthur. Help yourself, you know where the kettle is dear," replied Liz.

I went to hang my coat up and take my shoes off in the cove under the stairs. Liz crept up behind me and whispered in my ear, "I've left a gift for you in the laundry basket." and gave me a wink before returning back to the kitchen to chat with her guests.

Immediately without even having seen Mike yet, I dashed upstairs to the bathroom. I noticed the lock had been fixed, great. After locking myself in, I picked up the pink panties from the top of the laundry basket.

Out of curiosity I wanted to check her size. I read the label of the panties which read, 'UK-size14'. " So that meaty ass fills a size 14?" I thought to myself, picturing the panties caressing her big butt cheeks.

Without further ado I got my cock out.

I held the panties to my face and began pumping my cock. I was fantasizing about all kinds of things I would do to Liz. The feel of her tongue on my asshole, gliding my cock along the crack of her ass, feeling them big teeth scrape my cock, cumming over her face mouth and tits....

After a few minutes I aimed my cock into the inside of her panties and squirted a copious amount of cum into them. I then screwed them up and threw them back in the laundry basket. I zipped up and strolled back down stairs, where I was greeted by Mike.

"I just nipped to the loo mate." I said.

"Let's go to the lounge mate, I got something to tell you," Said Mike.

We sat on the sofa in the lounge and started chatting. "Sorry I didn't call you earlier today dude, I been chatting to Rachel on the phone this morning. She invited me round her house for a bit of a catch up, so that's where I've been. I wanted to fuck her, but she's like us, still living with her parents. Those middle class snobs can't stand us," Said Mike.

He continued: "Anyway I've invited her out for drink tonight and I'm guaranteed to bring her back here and get my dick wet. She's bringing charlotte with her though, so it's gonna be a double date. I doubt you'd get to fuck a stunner like charlotte though mate. Look at you (laughs). She's just tagging along coz Rachel wants to be with her best mate."

Mike was right. Charlotte was well out of my league. She was stunning, and I had ginger hair with pale skin – amongst the least attractive thing in a man according to society's definition of beauty. The funny thing was that Charlotte was ginger and pale skinned also. But for women, that could make them look attractive, and Charlotte surely was gorgeous, too good looking for me. She was from the middle class also, and had a snobbish attitude towards us poor folk. She got on quite well with Mike though, maybe because her best friend likes Mike.

Rumour had it that Charlotte was really frigid. She had sex with only one person in her life. Her Ex. And she had never done anything other than straight sex. No oral, no anal, no foreplay, no nothing.

"So what about sleeping arrangements then," I curiously asked.

"Tonight, if you don't manage to lay Charlotte, which let's face it Arthur, You're highly unlikely to. Then you will crash here on the sofa, she can have the spare room. That is of course unless the frigid stunner decides she wants you up there, haha."

Great, I thought. All I have to do is to wait for everyone to go to their rooms, I can then sneak up into Liz's room for some more kinky sex. Realistically, sure, 18 year old Charlotte was much more of a beauty than 43 year old Liz. But Liz was the one I wanted. The kinky milf was the only one that was on my mind.

Later that evening we met the 2 beauties in a bar. Mike and Rachel began hitting it off immediately chatting and flirting away.

Mike and Rachel were lovers in the last year of high school and I think they were both looking to re-kindle that flame they once had.

I tried to initiate conversation with Charlotte a few times, but she just gave me the cold shoulder each time. To be honest I wasn't really interested in Charlotte anyway. But she was absolutely gorgeous. Her make-up was applied perfectly she had voluptuous full red lips. She wore an exquisite body hugging black dress. More eyes were on her than anyone else in the whole bar.

"So what are your aspirations after you leave college?" I said.

"Look. I don't mean to be rude. But let's get one thing straight. You are NOT having sex with me. Ever! If you so much as even touch me I'll slap you," she asserted. "I'm not one of them cheap bimbo's you pick up. I have standards, and those standards are way above you. Understood?"

"I understand and to be honest I'm not expecting anything more than light conversation. We can chat friendly can't we, for our mutual friend's sakes?" I said.

"Fine, as long as we're clear," She replied.

"Sure" I said. "I've been nothing but respectful to you, and haven't treated you like a sex object at all. I know you're out of my league. But there was no need to be so rude. You could have been a little more subtle about it"

"Whatever," she said, as she turned her head away.

After a few minutes silence between me and Charlotte, while Mike and Rachel were babbling away, one of the bar maids came over holding a cordless telephone. "Are you Arthur?" she said.

"Yeh, that's me, what's up," I said surprised

"We don't usually accept calls for customers, but it's your mother and she says it's really urgent," said the bar maid.

I took the cordless phone and put it to my ear expecting my mum in distress.

"Hi, sexy" said Liz.

"Hang on, I'll just go somewhere quiet," I said.

I told the girls and Mike that I had to go somewhere quiet as it was too distracting there. I walked through double doors to a rear foyer area near the toilets. I put the receiver to my ear.

"Hey Liz," I spoke.

"Have you missed me Arthur?"

"Like you wouldn't believe Liz,"

"Any regrets about last night?" She asked.

"Absolutely not, and you?"

"Of course not, I meant every word I said," replied Liz. "How are things going with that Charlotte girl?" Liz anxiously asked.

"Not very well to be honest Liz, she can't stand me and threatened to slap me if I lay a finger on her," I said.

"Well that's a relief, I was feeling quite jealous. Will I see you again tonight Arthur?" Asked Liz.

"Yes of course you will honey, and listen. You have nothing to be jealous of with Charlotte. Yes she's gorgeous, rich, intelligent and popular. But you are worth 10 of her Liz," I said in a charming manner.

"Oh Arthur, you make me feel special."

"That's because you are Liz," I said. "The plan is, I sleep on the sofa tonight. When everyone goes to bed I will go to your room if that's ok."

"Oh yes that's great. Do you know where I am right now Arthur? I am in the bathroom cleaning those panties"

"What? In the sink?" I said.

"Hehe, no silly. I'm sat on the toilet cleaning your cum from my panties with my mouth. It's got me so wet. I have my dildo in my pussy. Do you like my purple blouse Arthur? I'm wearing it with most of the buttons undone and my big boobs hanging out of my bra cups. And I'm wearing nothing below."

Liz then starts breathing heavily down the phone. "I miss you Arthur, I want your 19 year old body to use me anyway you see fit. I want to obey your every sexual command no matter how outrageous. I want to lick that asshole of yours while you fuck my tits. Pull my hair, spit on me, slap my fat ass."

Liz then started breathing really heavily. It was obvious she was masturbating. My cock was solid as a rock. I felt like exploding in my pants. The fact that Liz is usually known as a nice pleasant well behaved lady made this all the more taboo, and a huge turn on.

"What would you do to me if you were here Arthur?" Liz spoke softly.

I whispered down the line, "I would bend you over, squeeze and spread you ass cheeks apart and run my tongue all along your pussy and ass bringing you to ecstacy. I would stick my fingers in your pussy and maybe one up your ass as my mouth smothers between your buttocks."

"Oh, I'd love that," she said. Liz was at the point of grunting and groaning.

"I want to fuck you hard in front of the people that don't know what an incredible sexually charged milf you are. Can you imagine being watched by your shocked friends and neighbours while you are ravished by my 19 year old cock. Having given control of your body to me."

"hughhh! Yes Arthur. I would love it."

"Tonight I'm going to give you one of the best experiences you will ever have had in your life. In a matter of hours that dildo will be my cock. It will enter all of your holes."

" Put the cum stained panties in your mouth Liz, thats an order. And imagine that dildo you are using is my cock. Cum all over my cock. Now Liz, then lick it clean."

"Huughhhhh! Huh. Huh, OH, OH, OH, I'M CUMMING, Oh yes, YES! Yessssss! Aawwww wow!" Screamed Liz.

After a brief pause of Liz panting, she said,"See you soon darling, mmmwahh." And then hung up the phone.

The best is yet to come. Part 3 coming soon............

Comments welcome.