Spring Break 10

I was hanging out at my friend Victor's house, we were two 20 year old guys on spring break from college and life was good. His mom was a real sweetheart, divorced but very cheerful about everything still… she was also a total MILF. I mean, she was 45 years old, but her skin looked silky smooth, barely any wrinkles and no gray in her dark brown hair that hung straight to just below her shoulders. And she worked out every day, to old Jane Fonda tapes in the living room. I have to admit, it made my dick a little hard every time we passed by her while she bounced around in her spandex. Those tapes were good to her body, she was slim and curvy in just the right places with big bouncing breasts and a full tight ass emphasizing a long flat stomach. Maybe more girls our age needed to get a hold of their mom's Jane Fonda tapes cuz this woman was hot.

But she was also my roommate's mom, and so I kept these thoughts to myself at the dinner table. It was a really great week though, hanging out at clubs and going to bars where he knew the bouncers so that we could get in even though we were both a year underage. And his mom was totally cool with everything, she even let us drink in the house… I got to meet his girlfriend for the first time too. Victor and I had only been rooming together since the beginning of winter term, and his girlfriend, Brooke, was going to be visiting us during her spring break so it was good to at least know who she was first. Real pretty and sweet… kinda reminded me of his mom only about 25 years younger. Still, if she aged as well as his mom did he'd be one lucky bastard, they were real sickeningly sweet together but it was cute still.

At the end of the week he asked me if I minded if he went on a date with Brooke and then spent the night at her house as her parents were going to be out of town. I said that would be fine by me, seeing as the expression on his face was dying for me to say yes - hell, who was I to deny a guy getting laid on his spring break? But I couldn't help but feel jealous seeing as I wasn't.

That night I went out to the clubs, but came back early. It really just wasn't as much fun on my own - especially since I couldn't actually bring a girl home or anything. When I walked in Victor's mom was on the couch, and I froze as she turned to look at me.

She was stark gloriously naked, and not only that but her fingers were rather obviously playing with her shaved pussy (and my dick was hard just from seeing those pink lips peeking out at me) and there were several empty beer bottles laying around her on the couch. Her eyes got big as she registered who I was, and then even bigger as they traveled down my body to where my 7" boner was making a substantial tent in my pants.

"Blake?" her eyes were completely focused on me, she didn't look drunk in the slightest despite the alcohol around her, and a tiny corner of my brain noticed that her fingers were still moving in that pink wetness of her pussy, "What are you doing home so early?"

"I'm sorry…" I stammered, my eyes still riveted to where her fingers were buried, "I just wasn't having that much fun."

One eyebrow arched in surprise, "No girls that wanted a cute guy like you? Now that's hard to believe… but if they didn't want you I can definitely make up the lack."

In two seconds flat she was in front of me, and my hands felt frozen at my sides as she kissed my lips, insistently pushing them open with her tongue. I moaned as her soft body rubbed against the tent in my pants, my body and mind completely at odds with each other… for one, she might be drunk and even if she wasn't old enough to be my mother, she WAS my roommate's mother… on the other hand she was soft and sexy and sure as hell didn't look old enough to be my mother, and the feeling in my dick was getting more insistent.

"Come on Blake," she purred, sucking on my earlobe which made me melt against her ample and unabashed chest, "I'm lonely and horny… and you feel like you have something that could definitely help me out." Her grasping hand slipped into my pants and closed around my very hard shaft, I gasped and moaned as she pumped it with her fingers.

"I can't… I'm sorry Ms. Smith…" still stammering, still not making any move to stop her as her fingertips grazed my balls.

"Call me Victoria." her mouth began to kiss my neck and move down towards my shoulder blades, all of the sudden her hand was off my dick and my shirt was being pulled over my head, "Let's take this upstairs," she murmured, and began insistently pulling me towards her bedroom.

The entire way I was making excuses as to why this was wrong, why we shouldn't be doing this… all the while running my hands over her soft flesh as she kissed my lips and naked chest. With my hands full of her breasts I said, "But what about Victor?"

"What about him?" she asked, pushing her nipple towards my mouth where I sucked at it like a starving child, moaning she arched her back, "He's getting some tonight, why shouldn't we?" I couldn't exactly answer back without taking her sweet nipple out of my mouth, and at this point that wasn't something I was willing to do. My hands were massaging her heavy globes, pinching and squeezing and I was in heaven with the soft pillows in my hands. There's nothing like a good pair of tits to get a guy going, who cares if she's old enough to be my mom. She's hot, she's here, and right now she's the most gorgeous boobs shoved in my face… that's not something I'm strong enough to say no to.

As I pillowed my head and mouth in her fantastic bosom, she managed to guide my dick to the entrance of her sopping pussy. Spearing herself on my hardness, I moaned as her wet pussy completely engulfed me on the first thrust. It must have been a long time since she'd gotten laid cuz she was almost virgin tight, and her muscles were flexing around me, massaging my whole shaft as she ground down against my body. I began chewing on her nipples, turning them raw and red as she rode me, her pussy doing amazing things to my dick - clinging and clenching and making me groan with pleasure while I left love bites all over her big boobs. I felt like I was being smothered in tits and cunt as she pressed against me, moaning loudly as her body impaled itself over and over. Who cares how old she was, she'd definitely learned some great tricks. She also didn't waste anytime in fucking herself to orgasm, long before I was ready to blow she was creaming herself on my dick, screaming out her pleasure as I continued to nibble her red nipples.

As she came, loudly and wantonly with her head back and boobs bouncing, I rolled her over so that I was on top. Flexible as she was from those Jane Fonda tapes it was easy to get her legs up over my shoulders and I pulled my dick from her spasming pussy. Being my age it doesn't take much to get me hard over and over again, but I do have a bit of an objection to eating my cum, even out a great quim like hers. Finally taking my mouth from those gorgeous boobs, my shoulders kept her legs high in the air and I kept squeezing her teats and milking her nipples as my mouth descended on that quivering pinkness. Still high from her last orgasm, she bucked energetically as my tongue lashed her soaking puss, moaning loudly as I buried my face in her wetness.

She tasted sweet and fresh, and I liked the fact that there were no hairs in my way and that there weren't going to be any in my mouth afterwards. I made a vow that all girls I ate out from now on would have to shave first, not only is it damn sexy but it's also a lot more convenient. Rewarding her thoughtfulness, I sucked her pussy lips into my mouth and pressed my tongue between them. Crying out loudly, I thought she was going to actually levitate off the bed as she started cumming again. I continued to munch her through her orgasm, driving her higher and higher as I stuck my tongue in her hole and wriggled it, her whole body was thrashing wildly and she was wailing. Deciding that this nice lady definitely needed as many orgasms as possible - after all she was going to be all alone again after we left to go back to school - I sucked her clit into my mouth as I rubbed her lips with my fingers. Tears were actually leaking from her eyes as she screamed out ecstatic pleasure, her hands clutched at my brown hair, driving my face into her convulsing cunt - where I was quite happy to be. Flicking the clit with my tongue I bit down gently as she screamed and cried.

When she finally calmed down a bit I let her clit go and started to gently lick up the juices that had spilled from her eager pussy. Wedging my tongue between those firm ass cheeks I managed to tickled her anus with the tip, causing her to jerk and moan as I teased her tighter hole with my tongue.

"Come fuck me," I looked up to see those gorgeous hazel eyes, sparkling and no longer leaking tears of pleasure. Well, a gentleman always does what a lady says.

With her legs still up on my shoulders, I positioned my dick at her hole and shoved in with one thrust, her hips moving up to meet me. Holding onto her ankles I admired the sight of her half-closed eyes, open panting lips, and heavy breasts flopping all over as I pounded her cunt hard. Old enough to be my mom but just as hot as any girl my age, and not only that, but she was obviously in desperate need of some seriously good sex. The only real sign of her age was that her tits were floppier than a younger girls, but that just gave me an even better show to watch as they bobbled on her chest.

Holding off had taken its toll on me though, and I started pounding her furiously as my balls boiled… still I wasn't going to cum until she did again and I put my hand on that smooth mound, rubbing her already overworked clit with my thumb. Immediately she came again, her pussy clasping my dick in its convulsing embrace, ripples running up and down the hard shaft as I groaned and poured cum into her wet, spasming hole. It was fantastic, I'd never had a girl's pussy do that when she came… certain things definitely do get better with age.

We lay there, my partially hard dick still in her, and I kissed her lips. Then, almost panicked as a thought occurred to me, "Are you on birth control?"

She giggled at my expression and said, "Yes… not because I get sex a whole lot, just because it helps regulate my hormones."

"Nothing wrong with your hormones that I could tell," I said almost reverently, and smiled as she laughed.

Pushing me off of her, she sat up a little and bent her head down to start licking our combined juices off my groin and semi-hard dick. I moaned as her tongue tickled my balls and she even lifted them up to lick that spot just behind my balls and before my anus… I almost levitated as intense pleasure ran through me from that spot, it was almost more than I could handle. I gasped and twitched at the new sensations, no one had EVER licked there before and now I definitely regretted the lack… that was something I would definitely be making up for later! For now though, her insistent fingers were wrapped around my swiftly hardening dick, her tongue moving back over my balls and beginning to lick the juices off my shaft. Her soft tongue felt marvelous as it moved over my skin, teasing and tantalizing as she licked it like a lollipop. When it was fully hard she moved her mouth to the head and then she did something I've never had anyone do.

Her pretty lips wrapped firmly around my hard shaft, she slid them all the way down to the base of my cock, her nose pressing against my groin. My hips pushed up off the bed as my fingers pressed against her head, I gasped as the incredible sensations of her mouth and throat moved over my dick… oh yes, there were definitely some serious advantages to being with an older woman! Slowly, her mouth moved back up my dick, to the head where her tongue teased the head and made me gasp again, then she swiftly plunged all the way down again. It was exquisite… with my dick hard again I had been planning to bury myself in that pretty pussy all over again… but now I wasn't so sure. Her throat massaged my dick as it pressed into her over and over, tongue flickering over its entire length as she buried me in her skull over and over again.

Finally, before I could spend myself in her mouth, she pulled away from me and got on all fours on the bed, looking at me lustfully.

"This way this time," with a smile on her beautiful face. Getting in position behind her I kissed each of her firm ass cheeks, noting the slight cellulite despite her Jane Fonda tapes… not that it mattered to me, she was still incredibly sexy. Firmly I pressed my dick into her and began pounding at her like an animal… which is of course the great part of the doggy position. Hands grasping her hips, I leaned my body back to watch my dick spear her cunt over and over, looking at the little crinkled hole winking above it. Putting a finger in my mouth I covered it with spit and then pressed it against that small hole. For a moment she tensed as I pressed inward, and then she moaned and started backing her ass up against me again. With my finger in her ass I slammed her hard, making squishy noises as I pumped in and out of her cum filled hole, while using my other hand to wrap around underneath her and play with her pussy. I could feel my dick sliding between my fingers as I pressed my hand against her clit and rubbed it with a circular motion.

Using her arms for leverage, she pressed back against me hard every time I moved my hips, her holes opening for my rampaging dick and fingers.

"Oh fuck me…" she moaned, "Fuck me harder baby…"

Never one to deny a lady, I pulled my finger from her ass and reached around to grab her swinging teats, using them to pull her back and forth as I slammed in and out of her squelching hole. One of her hands was down playing with her clit as I milked her nipples and pounded her hole, and together we sped over the finish line together, howling our climaxes.

Completely spent, we collapsed on the bed together.

"You coming back for summer break?" she asked lazily, her hand stroking my chest.

"I was starting to think about it." we grinned at each other.

"Let's go take a shower," she said, winking as her hand idly tugged gently on my balls. The thought of her soapy and sudsy was enough to tempt me.

***

The next morning when Victor came home all happy and content and ready to go back to school he asked us how we'd spent our night. There was a lot of coughing as we both tried to think of good excuses… fortunately he didn't notice… but there were lots of images running through my head of his mom on my mouth, riding me, doggy style, drinking my load in the shower, up against the wall…

Finally she told him that she'd watched a movie and gone to bed early, following her lead I said I went to the club and then to bed. We just neglected to say that it was the same bed.

When I left I gave her a quick "son-ish" kiss on the cheek and a not so family like grope on the ass. She smiled as she pushed me out the door. Well, I had lots of fun new things that the girls on campus were going to LOVE.