My Mothers Best Friend Elizabeth

My Mother's Best Friend, Elizabeth

After my mother, Mary, died, her best friend, Elizabeth moved in with me and became my surrogate mother, albeit, with benefits.

My name is Vincent. My friends call me Vinnie. No one calls me Vin, and only my boss calls me Vincent. My mother used to call me Vincent when she was angry with me. Sadly, with it all happening very fast, only two years after she was diagnosed, my mother, Mary, passed away last month when she was 52 year old from breast cancer.

Too young to die but with her smoking for more than 30-years, she was a smoker since she was a teenager. Her childhood best friend, Elizabeth, who didn't smoke, never smoked, tried to get her to quit. Even though my mother tried to quit several times, she always returned to her one and only vice. Because of her filling the house with smoke and with our clothes smelling of smoke, and with me getting plenty of second-hand smoke, I never smoked.

I dated a woman who smoked, and I hated kissing her. I imagined it's like a woman kissing a man with beer breath. Not much of a drinker either, whenever I have a drink, I sip on one top shelf, single malt scotch, neat, without ice, for the night.

I seldom have more than two scotches and I never have three. I never drive even when I only had one drink. And I don't take drugs. Not much of a party guy, unlike my friends, I've never been to a bar or to a strip club.

I have a two-year-old, Cyber orange, Mustang GT with Recaro seats, black wheels, and black hood and side scoops with a black wing that I keep covered when not driving it. I love and value that car too much to crash it. A six-speed standard, there's something about driving a car with a standard transmission that makes me feel as if I'm actually driving the car instead of floating on the highway with cruise control. I only wished I had a garage.

# # #

Too busy working, presently, while busy making money, frustrating of me to admit but women don't interest me. All they want to do is party, take drugs, spend my money, and tease me with sex. Besides, the women that interest me are not women my age.

The women that make my dick hard are older women. I'm attracted to women my mother's age and even older. I love mature women with big breasts. I love older women who don't drink to an excess, don't take drugs, don't party, and who don't act like a whore around other men. A masturbation machine, I masturbate a lot while imagining seeing big breasted, older women that I know naked and having sex with them.

With them more mature and knowing what they want and don't want out of life, older women are wiser and, unafraid to tell you what they're thinking, they're outspoken. Moreover, believe it or not, something that many men do not know, older women are hornier than younger women. You're more likely to have sex when dating an older woman than you are when dating a younger woman. Indeed, especially before they go through the change of life, older women are whores. I like that about them.

Besides with me having watched television with my mother, young women wouldn't get the informative and comical references that I make about television shows from the 50's and the 60's. They have no idea what I Love Lucy, The Honeymooners, Bonanza, Rawhide, Gun Smoke, Leave it to Beaver, Dick Van Dyke show, and Bewitched are. With them not having a clue as to what I was talking about and referring to, our conversations would be stunted because of their age.

In the way that I talked to and laughed with my mother, they wouldn't share my interest in all that happened in the past. My mother told me about everything that her mother told her in great detail. From the roaring twenties, to the depression, to poodle skirts, and drive-in movies, I'd miss all of those references when talking to women my age.

# # #

A loner and able to entertain myself with video games, when not working, I prefer exercising and keeping in shape. Going for walks, swimming laps, and riding my bike helps me to think. I love being outside, especially in the good weather. Spring and fall are my favorite seasons. I feel as if I can finally breathe.

I lift weights and do lots of pushups. My personal record is 250 without stopping. I have an Everlast heavy bag, bag gloves, a jump rope, and a speed bag on my back porch. I leave them there because when the speed bag is in rhythm, it's as loud as a machine gun.

I have a lot of muscles, and a flat stomach with a six pack, instead of a pot belly. Fortunately for me, I don't drink beer. I don't like the taste of it. When I do have a beer, one beer, it's an imported beer instead of an American beer. Without doubt, the Germans make the best beer.

Yet, left to live alone and on my own, after only 2-years out of college, I'm 24-years-old. Sometimes lonely, I wish I wasn't an only child. I wish I had a brother or a sister. I'd buy a dog but then, I'd have to walk him. I don't like going out in the rain, the cold, and the snow. I prefer staying inside and watching everyone else brave the elements.

I miss my mother. A very pretty and intelligent woman, she was fun. We had a great mother and son relationship. We got along well. She had a good sense of humor. I miss talking and laughing with her while playing cards and board games, watching TV, and watching movies together while cuddling on the couch.

# # #

Fortunately, taking my mind off of my sorrow, my job keeps me busy. I have a good job working from home and writing code for a software company. Yet terribly sad and missing my mother, my mom's best friend, Elizabeth, no longer visited. With her having my mother's sense of humor and knowledge of all that happened decades ago, I enjoyed talking to her. She always told me things about my mother that I never knew.

She lived alone on one income since her divorce several years ago. I don't know how she does it with the rents and the prices of food, everything else is so high. Fortunately, for her, she doesn't have any children to support. A woman that I've known all of my life, I'm tempted to ask her to move in with me, but she'd never go for that. Why would she want to move in with me instead of falling in love and moving in with a man her age?

A church going woman, my morally modest mother was a prude. With her always cold, she always wore long robes over her long, flannel nightgowns that buttoned to her neck. With her, an attractive woman with brown hair and brown eyes, and with me always horny, she was my favorite woman to stroke myself over while imagining her naked and having sex with me. Even though she's dead, I still continue to masturbate over my mother. I stroked my cock while imagining seeing something of her that I shouldn't have seen.

Frustratingly, I never saw much more of her than her bra strap. I never saw her panties in upskirt peeks, her bra in a down-blouse view, her naked pussy in an up-nightgown glimpses, or her naked breasts in a down nightgown sights. Yet, while continuing to imagine her without her clothes, I continued masturbating over my mother as if I had seen her in her bra and panties, topless, and naked.

Especially now that she's dead, unembarrassed, and unashamed to admit, indeed, I was sexually attracted to my mother. I would have had sex with her if she showed any signs that she wanted to have sex with me. To that end, while hoping that she'd take the bait, I deliberately allowed her to catch me masturbating several times.

# # #

Curious about her reaction to her seeing me stroking my naked, erect prick, I knew that she'd be barging in my room without knocking to deliver my laundry. I hoped that by flashing her my naked, erect prick would make her sexually aroused to stay in my room to watch me masturbate or, hopefully, to help me cum by taking me in her hand and stroking me. My fantasy, I would have loved my mother to stroke my cock while we sat on the couch watching a movie.

Filled with sexual anticipation for my mother, as soon as I heard her climbing the stairs, I'd quickly strip myself naked. I was as nervous as I was sexually excited to dick flash my mother. Then, once naked, I fell back on my bed. I donned my headphones, stroked myself to a big and hard erection, and closed my eyes while waiting for her to barge open my bedroom door and see me masturbating.

The first time that I dick flashed her was three-years ago when I was 21 years old. Never have I been as excited to show her my cock. As soon as she opened my bedroom door without knocking, she was going to see me naked. Something that I'll masturbate over the rest of my horny life, I dick flashed my mother.

While daring myself to do so, I deliberately allowed her to see my big dick. She was going to see my erect, naked prick. I wondered if she touched herself while watching me stroking myself. I wondered if she'd stay in my room to watch me cum.

I dick flashed my mother several times. Giving me more to masturbate over, I loved showing her my erection. Instead of not looking and immediately leaving my bedroom, she stayed a long minute to stare at my cock. I always hoped that she touch me, stroke me, suck me, and/or fuck me but she never did.

# # #

Not having to wait very long, as soon as she barged open my bedroom door without knocking, I slitted open my eyes enough for me to see the shocked look on her face. The first time that I dick flashed my mother, I wondered if she'd look in curiosity, stare in sexual arousal, or look away in embarrassment and shame. Instead, as soon as she opened my bedroom door and saw me playing with myself, she stopped cold. She stared at my naked, erect cock for a long minute then, she immediately and quietly closed my bedroom door.

'My mother saw my prick. She stared at my big dick. She watched me stroke myself. I can't believe I dick flashed my mother,' I thought while hoping she'd return the favor of my exhibitionism with her exhibitionism.

Secretly, I wished she'd flash me her panties in an upskirt peek. I wished she'd flash me her cleavage and bra in a down blouse view. I wished she'd flash me her naked pussy in an up-nightgown peek. I'd wish she'd flash me her naked breasts in a down nightgown view.

I wished she'd come out of the bathroom only wrapped in her towel after taking a shower and deliberately dropping her towel in front of me while making it appear accidental. I'd love to see my mother topless as I'd love to see her naked. Yet, my mother never flashed me in the way that I continued flashing her.

From that day forward, I continued to deliberately allow my mother to catch me masturbating once a week. As if she wanted to and was hoping to see my naked, erect prick again, she continued barging in my bedroom without knocking. Then, something that I dared myself to do, I added dialogue to my masturbation sessions. I wanted her to know that I was masturbating over her when stroking myself.

"Oh, mother," I said as soon as I saw her feet beneath my bedroom door. "I wish I could make out with you while touching and feeling you through our clothes. I'd love to French kiss you while feeling your breasts through your blouse and your bra. I wish I could slowly undress you and strip you naked," I said. "I'd love to touch, feel, and fondle your naked body everywhere while French kissing you."

Instead of leaving, or opening my bedroom door to admonish me, surprising me, she stayed to listen. Seemingly, she enjoyed listening to all that I wanted to do to her. I wondered if my dialogue made her nipples hard and erect. I wondered when sexually talking about her if I had made her pussy wet.

"I'd love to masturbate you, mother. I'd love to rub your clit and finger fuck you while licking your pussy. I'd love to give you oral sex. I'd love to give you an orgasm with my fingers and my tongue. I'd love to watch and hear you cum.

Then, while continuing to make out with you, I'd love to make slow and passionate love to you before fucking you fast and hard enough to give you another orgasm. Finally, I'd love for you to stroke me while blowing me, mother. I'd love to cum in your beautiful mouth and watch you swallow my cum," I said. "Finally, I'd love to shoot a second load all over your pretty face, in your hair, and across your naked breasts. I'd love to give you a cum bath, mother."

# # #

Curious to know, having never heard her, I wondered if my mother masturbated. When she was out running errands, I looked through her underwear drawer. She had boring lingerie. All of her panties were white, except for a pair of black panties, and all of her bras were white, too, except for her one, black bra. Glad that she doesn't wear pantyhose, I hate pantyhose. They should jail the gay fashion designer who invented pantyhose.

'You're charged with inventing pantyhose, a travesty against all heterosexual men. How dare you invent pantyhose that women wear over their panties to deny men upskirt peeks of panty clad pussies. How do you plead,' I imagined the judge asking?

I imagined the gay man not wanting to face a jury of twelve angry men or twelve angry women who hated wearing pantyhose.

'Guilty, your Honor,' I imagined the gay man saying. 'I couldn't help myself from inventing that men hate women to wear. I don't like women. I prefer men.'

The judge sat up in his chair and leaned forward while resting his elbows on his bench.

'I sentence you to life without parole. You'll finally get your wish and be with all the men that you want,' I imagined the judge banging his gavel.

I searched for evidence that she played with herself. Yet, looking through all of her drawers, I didn't find a vibrator nor a dildo. I looked for topless and naked photos of my mother in her closet but there weren't any. I checked her laptop and her cell phone, no photos.

That night, when she thought that I was in my room, I stealthily moved in the hall to listen to my mother talk to best friend, Elizabeth. I hoped she'd tell her friend that she caught me naked and stroking myself. I wondered if she'd tell her that she saw my naked prick. I wondered if she'd tell her about all that I said about my mother when stroking myself. Then, she said what I hoped she'd say.

# # #

"I caught Vinnie naked and masturbating, again," said my mother with a dirty laugh.

She paused to listen to what her friend had to say about her catching naked and stroking myself.

"Pardon? Yes, he does. He has quite a big prick. He's hung bigger than his father," she said with another laugh. "Actually, he has the biggest penis that I've ever seen. His cock is huge."

I wished that she had put her friend on speaker phone. I wished that I could hear her side of the conversation. I'd love to know her reaction to my mother telling her that she not only saw my naked, erect prick but also that I had the biggest penis that she had ever seen.

"Yeah, knowing the whore that you are, I bet you would. I know you'd love to see that monster," said my mother to her friend.

'What? My mother called her friend a whore. Clearly, she knows something about Elizabeth that I don't know,' I thought.

"What? No, don't be silly," laughed my mother. "Maybe you would but, I'd never return the favor and allow him to catch me touching myself," she said with a laugh. "That's nasty. You're nasty, Elizabeth," said my mother with another laugh.

I could only imagine what her friend had said. It sounded like she told my mother that she should allow me to catch her playing with herself.

"What? No. I'd never flash him my panties. What? Jesus, Beth, I'd definitely not drop my towel in front of him to flash him my naked body. What's wrong with you? I'm his mother and he's my son," she said. "I'd never do that. That's just wrong. I'd be so embarrassed if ever he saw something of me that he shouldn't see."

My mother laughed out loud.

"With you always wearing short skirts and low-cut blouses, I bet you'd love to flash Vinnie your sexy lingerie. And I'm sure he'd love to see your panties, your bra, your naked breasts, and/or your naked pussy, too," said my mother with a laugh. "He's always liked you. He's always staring at your big breasts," said my mother with a dirty laugh.

My mother paused while listening to her friend.

"Should I take a photo of him playing with himself for you the next time I catch him stroking himself and email that to you," she asked her friend with a laugh? "I bet you'd like that. I bet you'd love to see his big dick. I bet you'd love him to see you topless while sunning out in our backyard."

# # #

My mother was talking to her best friend about seeing my cock. I couldn't believe she told her friend that she saw my big dick. It excited me to hear her tell her friend that she saw my naked, erect prick. She told her friend that she caught me masturbating. Judging by her friend's reaction, from what I could hear of her side of the telephone conversation from my mother's responses, she was curious to know about my big dick.

"Then, while masturbating, he talked to himself. He carried on a conversation with himself about all of the things that he wanted to do to his mother," she said with another laugh.

My mother paused to listen to what her friend said on the phone?

"What did he say? What didn't he say," she said with a dirty laugh.

I watched my mother fan herself with her hand while telling her friend all that I wanted to do to her naked body.

"He said that he'd love to make out with me while feeling me through my clothes. He'd love to slowly undress me and strip me naked while touching, feeling, and fondling my naked body everywhere," she said.

My mother paused to listen to her friend again.

"What else did he say," she laughed. "He said that he'd masturbate me, eat me, make love to me, and fuck me. Then, he said he'd love for me to suck his cock, allow him to cum in my mouth, and watch me swallow him," said my mother. "Gross," she said. "Then, if that wasn't enough, he said that he'd love to give me, his mother, a cum bath," she said aghast.

Wishing I could hear what Elizabeth was saying, my mother stopped talking to listen to her friend.

"I was tempted to barge into his bedroom and slap him across his face for all those sexually inappropriate things that he said about me. I'd never have sex with my son," said my mother, shaking her head side-to-side. How dare he masturbate over me blowing him? Like father, like son, he's a sick bastard to think that I'd ever have sex with him," said my mother.

# # #

Then, one day, soon after I buried my mother, Elizabeth invited herself over to my house to talk to me. Actually, a break from writing code, I was happy for her company. To tell the truth, with her a constant in my life, I missed her. She felt more like family than she did a friend.

An understatement, I've always liked my mother's best friend. She's very attractive. She's even better looking than my MILF of a mother which is not easy to do. To deny that I wasn't sexually attracted to my mother's best friend would be a lie. I've masturbated over imagining Elizabeth without her clothes and having sex with me as much as I masturbated over imagining my mother, Mary, without her clothes and having sex with me.

Elizabeth is a 5' 9" tall, sexy, and shapely redhead with blue eyes and freckles. I have a fondness for women with freckles. With my mother only having modest, B cup breasts, Elizabeth has Irish milkmaid, double D cup breasts. Especially when she stands sideways, she has enormous breasts.

I love tits, the bigger the better. I have a weakness for redheads, especially older women with big tits. Again, to say that I haven't masturbated over imagining my mother's best friend naked and having sex with me would be a lie, too. Only, nothing more than a sexual fantasy, I'd love to have sex with Elizabeth. I'd love to make out with her while touching and feeling her everywhere through her clothes.