Watching Over

Looking at him, she couldn't help but take in the sight. His toned body, so slim and fit. Even while he was sleeping, his muscles seemed to ripple. He slept atop the blankets so there wasn't much left to the imagination. She tried to resist it but it was impossible not to - he was right there in her living room!

Such a thing of beauty

, she thought as she admired him. She just couldn't help herself - she

was

human after all. Slinking closer for a better look, she was disappointed that this was the last day she could admire him. Having him stay with her all week had been good for her. She had needed the company. Her thoughts went back to last night's dream. It was so vivid that her mind was still fuzzy. She had woken up horny and all she wanted was a better look. She figured there was no harm in a better look, it's still just a looking. A board creaked under her feet as she approached the futon. She gulped hard, pausing. Thankfully, he was still sleeping soundly. His heavy breathing continued to come in a sleepy rhythm.

Such a handsome young man

, she mused.

I'll just take a closer look.

At least, that's what she kept telling herself. It had been so long, and that dream had left her in such a state. Masturbating had only made her condition worse. She hasn't had a dream like it in years. Just a look wasn't going to hurt anything.

"Just a peek," she told herself under her breath in reassurance. Her heart raced wildly now, she could barely breathe. "Close enough now."

She watched silently as it twitched inside its silky covering. The fabric strained against his size. He murmured something in his sleep and she froze. His breathing had not changed. She breathed another sigh of relief, sliding closer still. She could make out the shape. It was a long thick shaft with a large mushroom head. She admired it, she admired him.

Instinctually, she reached for it. She was simply mesmerized, holding her hand millimeters away. It pulsed wildly through the fabric as if reaching out for her. She chuckled to herself as she watched its struggle. Ever so lightly, she traced its outline through the fabric. Reminiscing, she compared it to the ones she had seen in the past. It was so much bigger, it seemed unreal. She wanted to touch it, to

see

if it felt as big as it looked.

Just a light touch won't hurt anything, he'll never know

, she reasoned as it strained against the fabric. Gently resting her hand on his shaft, she monitored his breathing carefully. Thankfully there was no change. She would just rest her hand on it lightly, just hold it briefly. It had been so long since she had held a man's cock. She could feel his heat, his pulse. More memories flooded her mind. She began to feel warm. Knowing this was wrong, she lingered longer than she had intended. She wanted more, she needed more.

She had noticed the way he had been staring at her all week. She saw how his eyes would shift to her boobs when he didn't think she was looking. She had even caught him checking her out on multiple occasions. She could feel his gaze on her ass when he walked behind her. She could swear her panties in the laundry had been moved. She wondered if he was dreaming of her. Feeling confident that he was sleeping soundly, she smiled to herself and decided to give him something to dream about. Slowly and carefully, she slid her pinky finger through his fly. She listened carefully. making sure his breathing hadn't changed. She could now feel the soft, smooth flesh of his cock. She released a long low breath.

Oh, so soft

, she remembers as she runs her finger along the soft flesh of his cock. So soft, and so big! She can feel a vein as she pets his supple flesh with her finger. His breathing picked up, but he was still sleeping.

Feeling bolder and consumed by lust she tenderly, carefully, unfastened the ivory buttons of his boxers. The flap slips open with ease. She slipped her entire hand through the flap. She just wanted to feel it.

It's ok to feel it as long as he doesn't know, he'll never know

, she reasoned to herself. Her heart was pounding and she was practically shaking with adrenaline. She felt the rush of excitement consuming her. She monitored his breathing again, but there was no change. She wrapped her hand around his shaft and marveled at its size! She couldn't even get her hand completely around it! She lightly traced its outline, her small hand stopping at the head trying to gauge its girth. He let out a sigh, and she froze and contemplated running. His cock pulsed wildly against her grip. She listened closely. She could hear her own heart pounding but his breathing had not changed. He was still asleep. She felt weak in the knees.

Lust filled and emboldened, she could no longer stop herself. Bit by bit, gently, she pries the monster from its silky confines. It dwarfs her hand and pulsed in the open air. She admired it in all it's beauty. It was perfect! She fingered the light blue veins running along its underside. Its large helmet-shaped head salutes her.

Such a sound sleeper,

she thought as she leaned in to take a closer view. She could smell his musky scent. Inhaling deeply, more memories flood her mind. It's been such a long time. She needs this; she has needed this for a while.

Holding him and lightly stroking his yielding flesh, she felt warm all over. Her nipples strained against the light fabric of her nightgown. She fondled his testicles and they rolled around beneath her touch. She was overwhelmed by the feelings she has not felt in such a very long time. Her second hand joined the first. She paused to listen but his breathing had not changed. She no longer cared if it did. His length was so massive! She stroked him more aggressively and he moaned in his sleep. Her heart felt like it was going to explode. She could hear her own excited breathing as she increased her grip, knowing she could wake him any second. Her heart was racing wildly. His head was too big for her grip. She opened her hand and ran her fingers over the tip, sticky pre-cum clings to a fingertip. She pulled her finger away and the sticky fluids string from the tip to her finger. She stuck her finger in her mouth because she had to taste him.

It had to have been the largest cock she had ever seen. Thick and long, she couldn't help but wonder what it would feel like inside her. Lust had completely taken over. She needed more, had to have more. Slowly and with excited breaths, she moved closer. It was pulsing wildly just inches from her face. His scent was overpowering. She blew warm breath against it. It pulsed, as if answering a silent call. She watched his face, so peaceful. She turned her head and gave him a long slow lick. He moaned another low moan. She smirked at the dream he must be having. She embraced the familiar taste before blowing another warm breath on his moistened manhood.

One more lick and I'll stop

, she reasoned with herself. She felt dizzy. Realizing she had crossed the line, she licked his enormous manhood. She pulled her night gown over her head, tweaking her nipple and rubbing her clit through her moistened panties. She hissed at the much needed pleasure. Her grip returned to the base of his cock and she slowly stroked him. He shifted his body but still slept soundly.

She leaned in to blow another hot breath but she couldn't help herself.

Will it fit

. she wondered. She leaned closer and sucked gently on the head of his cock. It reminded her of a large warm plum. She opened as wide as she could, taking the entire head into her mouth. She sucked gently and flicked her tongue across the bottom of his head. She smirked as a low moan escaped his lips again. She flicked her tongue along his head again and worked more of it in, stroking him with her hand as she does. She lightly sucked and looked at his face. He was no longer sleeping. She sucked harder and attempted to stuff as much of him in her mouth as she could. She gagged, pulling back up and sucking hard, she was on a mission. Her hand was working feverishly on his lower shaft.

She examined his face again. His eyes were wide and he was staring at the ceiling. She didn't even care.

"Ahhhhh....." is all he says in a helpless voice. She sucked harder and increased her grip. He ran his fingers through her hair.

"God Catherine, that feels amazing!" She attempted to work his length down her throat, adjusting the angle of her head to fight the gag reflex. After several attempts, she felt her throat stretch and her nose is inches from his pubic hair.

"Ohhhhhh!" he moaned. She grinned and released his cock with a loud

plop

. It pulsed wildly and she watched her saliva trickled down it's length. She panted and attempted to catch her breath. Their eyes meet and a look of surprise travels across his face. She smirked to herself and resumed her assault on his gargantuan cock. He moaned in approval as she deep throated him.

"Ohhhhh.......God!" He shifted on the futon. She cupped his balls. Gagging a bit, she adjusted and sucked harder. Loud slurping noises mixed with grunts were emanating from her throat as she mouth fucked him. Her carnal instincts had completely taken over.

"Ohhh....... God.......!" is all he says. She could feel his load building and pulled off, panting as she caught her breath.

"You have a fantastic cock Billy!" She said with labored breath, saliva cascading from his cock to her mouth. She used it to lubricate her strokes and began sucking and flicking the soft underside of his cock again. He lifted his hips and began humping her mouth. Experience told her he was getting very close. She tightened her grip and stroked harder and faster. Her arm was beginning to hurt right as he started to tense up and gasp.

"Ahhhh....ohhhhhhhh......" She felt the first burst hit the back of her throat. That was followed by a second, a third, a fourth. She gagged at the quantity. She couldn't swallow it all fast enough. Gasping for air, she opened her mouth and a cum saliva cocktail ran down his shaft. She stroked him a few more strokes before licking him clean. He stared at the ceiling, exhausted and dumbfounded.

"Oh my god!" he says again.

I still have it,

she smiled to herself. She looked up to her best friend's son.

"I'm not Catherine sweetie."