His Mothers Friend

He stayed up late, listening to the sounds from downstairs. His mother entertained down there, was entertaining Her. Lena. Her oldest friend, from before collage even. Blonde and with curling locks of hair around her pleasant face, Lena had been a beauty back then, and he figured that she still was to someone their age. To him, she was just his mother's best friend. The palms of his hands started to sweat. He wiped them dry against his jeans, loosing time in front of the laptop, trying to concentrate on the game. He was 18 years old, had been an adult for almost an entire year, and he was having nightmares.

Things started to quiet down. After a hearty chortle from his mother everything was silent. And then, silently, someone moved up the stairs. He shuddered. How had it come to this?

***

Lena and his mother prepared dinner. He moved out of their way, content to come and eat his fill when they were done. Then he would leave them alone with all their memories. They had lots to share, wild storied that made his mother blush, especially if he remembered them the day after.

He didn't really mind. He had just turned 18, and was experienced in all the ways of thinking about sex, so he already knew that she -- like most parents -- must've led a more colorful life before he came along. And Lena had been her greatest ally. Of all her friends, Lena stirred something deep inside of her, maybe as a consequence of the big bottle of tax-free vodka that she brought each time, which was impressively empty by morning.

This night, both of them were dressed the same. A coincidence they both laughed at, but that he knew was because they were starting to get old and enjoyed loose-fitting materials. They looked cultivated, in flowing black caftans, red lipstick, and dark eyeshadow. Underneath they wore tights. They couldn't stop talking about their tights, how nice they were, especially Lena. She wanted to show him by lifting the hem of her long, long dress. He turned his scarlet face away.

"You sure he's 18?" she asked, pouting, like she minded.

The chicken was on the table, next to the potatoes and sauce and a bottle of wine. He didn't get any. His mother didn't believe in it. Instead, he drank soda. Lena winked at him.

"I remember what we used to get up to after a couple of glasses," she said to his mother.

She blushed. "Not now!"

"Why?" Lena turned towards him, leaning across the table, showing off her breasts. It must have been unintentional. "You look just like mom did, back then. The same dark hair -- she used to cut it short, did you know that, a pixie cut? -- and amazing lips."

"That's enough!" his mother said, and Lena rotated in her chair, mouth open. Eventually they broke down laughing. But he couldn't stop thinking about it, even as he said goodnight and walked upstairs.

It was easy to imagine what a slut Lena must've been in collage, and he must have been tired, because he felt a chubby in his pants. He'd never thought about any of his mother's friends that way before, they were too old, even though his classmates did. They always talked about milf:s and even his mother sometimes. Any mother that caught their fancy. He couldn't see her that way, of course, but Lena was a different matter. They dreamed about her well-formed ass and shapely legs all day long, about her full body and her breasts, never pregnant but middle-aged. Her lips they called teasing lips, her eyes lustful. Like boys they made up stories to have a look at her at her office.

He remembered how she bent over, showing him almost everything. He shook his head, hand around his cock. She didn't mean it like that, like his horny friends would have imagined. But it sure felt good pretending for a moment. He flipped onto his bead, curling his toes as he felt an orgasm coming up. Lena's luscious lips around his cock, her nice, soft hands around his cock, even her pussy that he couldn't really imagine but around his throbbing cock.

"Fuuuck..." he said out loud. Maybe his friends were on to something. Maybe this was the... way?

Worried, he lifted his head, cock still throbbing, wanting to spurt in a sock. But he couldn't go on. It wasn't safe anymore. Someone was calling his name. His mother.

"Fuck," he said, with a guilty conscience. Now he'd have to go downstairs and look Lena in the eyes. He didn't even mean it. It was just a spur-of-the-moment thing, nothing special. But that made it even worse. He felt like a sex addict.

Walking softly, he came downstairs, walking softly because it was so quiet. Gripping the handrail, he bent to look into the kitchen, where he'd seen them last. Empty. Then he tried to look into the living room, but it wasn't possible from here. He was nervous. He didn't know why. He didn't even have a hard-on anymore, just a trickle of precum in his pants. Lovely feeling... He tried to ignore it.

Someone said his name again, softly. They must have heard him. But it wasn't his mother's voice.

Lena sat next to her in the small couch. His mother was sleeping against the armrest, curled up like a baby. She barely made a sound. Lena smiled and pressed a finger to her lips.

He raised his eyebrows. He didn't understand this situation. Who had called him, and why? Did she need help with anything?

"She fell asleep," she whispered, still smiling.

"Should we carry her upstairs?" he asked.

"No, she's had a rough evening."

"Oh." He started to turn away. "Goodnight then. See you."

"But."

"What?"

"I wanted to speak with you. Come in here."

He did.

"Sit down," she said, pointing at the stool where she had her feet. It was just enough room for him too. Still, he felt her toes touch his thigh. She wiggled them often.

"That wasn't nice what you did earlier," she said, in an even lower voice, hardly more than his mother's breath.

"I'm sorry?" he said. He'd hate to be disrespectful to anyone, especially his mother's best friend.

"I was trying to be funny, and you couldn't even pretend, could you?"

He didn't understand at all. But he saw something different in her eyes, in her lustful eyes. Something dark.

"When a woman makes a joke about her body, it's polite to say the exact opposite," she went on. "When I showed you my ass, you made a face."

"I didn't mean to."

"That doesn't matter," she said.

"I'm sorry," he said, "if I hurt your feelings."

"That's step one."

"What's step two?"

"Can't you figure it out? Your mom always talks about how smart you are, so sophisticated. Good with your mouth."

"I..." He tried to think his way out of this situation. Drunk adults were scary. "Oh, you look really nice. You really do. I got something in my throat, back then. It wasn't related to you."

She raised an eyebrow. "Really?"

"Totally," he said with a smile.

"That's nice of you, but I don't know if I can believe you. I don't feel that way, especially now."

"But you are!" He lowered his voice. "You look really good for your age."

"Better than your mom?"

"Much better!"

"Well, I never had any kids." She smiled, red lips shining. He thought she must have made herself up before he came down. Strange. "What else?"

"What do you mean?"

"Prove it."

A deep silence came across the room, making him shiver. His mother disappeared from view as he was caught in the dark stare.

"I don't..." He started to slide off the stool. He wanted to go upstairs. He stood up as she lowered her feet to the carpeted floor. His mother shifted a little.

"Come closer," Lena said.

"Okay," he said.

"Why don't you sit down."

He sat down on the stool again. Much more space.

"Not there," she said. "Down here." Her foot tapped the floor.

"There's not enough space," he said.

She spread her legs.

"I expect you to treat me with respect from now on, you hear?"

He gulped and sat down on the floor, her knees close to his face, her calves locking him in. Looking up, he said, eyes bright, "I really didn't mean anything."

Bending forward, she cupped his face. Then she leaned back. "Take my tights off," she said.

"No! I..." He glanced at his mother, then back to Lena. She didn't approve. "I can't?"

"Why not?"

She creeped forward, letting her ass poke out from the edge of the seat. It wasn't comfortable, he could see that. Still feeling bad he removed her tights, feeling the smooth skin across the back of his fingers all the way to her feet. She shaved her legs.

"Now, prove it," she said. "Don't make me wake your mother."

She said it while dragging her naked leg across his chest. He couldn't even imagine what would happen if his mother woke up. They would have to explain everything, and that probably meant him. Lena was drunk.

"Kiss my legs," she said.

It wasn't that bad, compared to looking her in the eye. He felt his dry lips against her thick thigh, felt her warm softness, so soft that he imagined he could drown in her flesh. He blushed.

"That's nice," she said after a while. "But I'm afraid we don't have enough time."

He glanced up, a string of spit connecting him to her leg.

"Take my panties off," she said. "Take my panties off and show me that you are sorry for what you did."

"But I am sorry?"

"I don't believe you. Take them off. Now."

Staring at his mother the entire time, he reached under her caftan and pulled her panties off. They were much smaller than he would've imagined. And wet in front. He put them on her tights, hesitantly, before looking up.

Far above him she grinned, and with one lazy hand she lifted the caftan, like a cave opening, exposing herself to him. It wasn't like any pussy he'd ever seen on the internet, searching for barely legal teens. She was puffy and with trimmed hair all across her wet length. The shadows made it glisten like her eyes. She opened her thighs wider, making his mother mutter something in her sleep.

"Ssh," Lena said and stroked her hair. "Your boy is going to behave himself. Isn't that right?"

Blushing and teary-eyed he glanced at her pussy, at her, at his mother.

"You don't know how," she said. "Is that it? Oh, baby, let me show you."

Bending forward, she grabbed the back of his head, and not feeling like himself at that moment he was unable to tear himself away. Soon, he felt her naked thighs press against his cheeks and ears, making him hot and sweaty. Under the caftan he couldn't see what was in front of him, but he could smell it, a heavy smell of something he associated with his mother's dirty laundry. Not letting go Lena moved his head until his mouth and nose was filled with the wetness of it. He could feel her squirm against him, moaning upstairs, but she must've controlled herself, because they didn't want to wake his mother.

Not knowing what to do he did it just like he'd seen in the pornos, using his tongue and kissing her and filling his entire mouth with her taste. He did it to prove that she could let him go. But she continued to hold him there, and he started to panic. He couldn't breathe properly. Hellbent on making her orgasm before he passed out he found her clit and sucked on it and licked it and before he knew it his entire face was covered in a thick fluid and he was free.

No, not free. He could breathe again, but she held him against her naked thigh, making him pant against her. She was too strong. He drooled but couldn't stop himself. Above, he could hear her trying to calm down without making any noise. It failed as the shudders went trough her like body-cramps. Eventually, as she regained herself enough to look down on him, she tut-tutted with full lips.

"Just like your mom," she said.

Releasing him, he fled from her. But he didn't dare run upstairs without her say-so. He looked back, deeply afraid about what this all meant.

"You can't go to bed without kissing you mom goodnight," she said, huskily, and in the dark she watched him take the few steps towards his mother and with lips covered in her best friend's pussy juices he pecked her on the cheek.

He didn't need any instructions afterward, as he saw Lena waiting with an open mouth. Bending over his mother he kissed her, and she dragged him into her hunger that left him with red lipstick all over the lower parts of his face. Her tongue dragged against his, enjoying the taste.

Not able to control himself he ran upstairs.

***

Feet softened by socks walked up the stairs. He sat completely still, everything coming back to him, this entire year. Every time Lena came over, she would bring a bottle of vodka, and sometimes, but not every time, his mother would fall asleep on the couch. Sometimes, not every time, Lena would come to him, or whisper his name in the silent building.

"I'm so glad to see you getting along so well!" his mother had told them at dinner, already deep in her drink, lips stained with red. Lena shrugged her shoulders and he smiled, sweating all over. He should've known right there.

This was one of the days when she would come upstairs.

Stopping in front of his door, she didn't knock before coming inside. She did it stealthily, but she didn't have to. They both knew that his mother would sleep until morning. They had tried to wake her up. Or Lena had tried, slapping her across the face, pouring water on her.

He gulped when she stood in front of him, dressed in mom-jeans and a flowery t-shirt, breathing deeply. Then he saw something strange. He thought he was used to strange.

Noticing his glance, she smiled her deep-red smile. "You're admiring what I'm packing?"

He shook his head.

"No?"

"I mean..."

"Get down on your knees," she said angrily, disappointed, but deep down happy in the darkest way.

Used to her commands by now he did what she asked of him, and waiting for a silent nod he unbuckled her jeans and gasped as the strap-on flew out and smacked him across the face. It felt warm and worse of all alive. Somehow it matched her skin-tone perfectly.

They never had time. Choking on her cock he wondered what she would have done to him if they had more time. Face-fucking him she grunted in pleasure. She felt it too. Gagging he remembered what she had hinted at before, around the dinner table, that he should come and visit her sometimes. She had errands, she said, shores. Grabbing him by the face she forced herself down his throat. He didn't know that was possible, and as she let him go, he fell at her feet, dry-heaving.

Not waiting until he was ready for it, nor leading him to the bed, she got down on her knees behind him, and lifting him up she tore his clothes off. Pouring some lube on her fingers, she prepared him by finger-fucking him in a way that made him moan involuntary. Then she grabbed his hips and letting out a deep growl she started to fuck him in the ass.

Stroking him, she said, "Just like your mom."

An orgasm made her shudder. She fell over him, dragging her heavy breasts across his back, still in both bra and t-shirt. Regaining herself, he waited for it to start again, and it did, continuing until she had come three more times. He was leaking like crazy. He felt drained, even though he hadn't cum. She never let him cum.

Afterward, leading him by the neck down the stairs, he saw his mother in the usual place and hoped that she would wake up, finally, to put an end to this. But she went on sleeping, even as her friend forced her son over the other side of the sofa and fucked him with slapping thrusts. The only reaction was her arm falling and lying on top of him, as if comforting him, or holding him down for her best friend. He couldn't stop himself from yelping and pressed his mouth to her. She wouldn't wake up, but he hated to make sounds in front of her.

Half-crazy Lena gasped as one more orgasm throbbed throughout her exhausted body. She tore his skin steadying herself, making him bleed. Next morning his mother would see the stains and blame it on the wine.

She flung the well-used strap away from her, belt and all clattering against the floorboards. It too left splatches, but he knew that he would have to clean that up. His mother couldn't rationalize that away.

"Yes!" Lena screamed as she sat on the living room table, holding his head in both of her hands, bending over him, trapping him inside her sweaty-hot flesh.

Watching him squirm on the floor she turned her face to her best friend. Mournfully she said, "It's not the same though. I miss you. The fun we used to have together. Before you had a kid and disappeared from me. I thought it would be enough with someone just like you, but it isn't. Still..." She stretched her back. "It feels good. You know me, it's no use complaining."

He looked up as she moved to the sofa, first scared, but at peace when she ignored him. He could use the rest. The pain would take care of itself if he could rest.

"But you!" she said. "Where's your release? Trying as I might, you never say yes. I never see you with your neighbors' husbands. Or their sons. Sons! A woman's best friend you said! Well, I tried him, and you were right. He could be a great friend. In time, he would even start to like it. He has that look in his eyes. Like yours. Just a little push..."

Even in the depths of his moral tiredness he woke up as he saw Lena stroking his mother, moving a hand between her curled up sleeping thighs, until she let out a soft groan of pleasure and changed positions to experience more of it. Sitting with her legs wide and her arms over her head she would've looked funny normally.

Lena's mouth found the sensitive skin at his mother's throat, nibbling it and making her laugh in her sleep. But the laughs turned low as she caressed her breasts with her free hand. Nibbling her and caressing her Lena found her way down his mother's tights to a pussy so wet he could hear it from the floor. And the smell, the heavy smell! His mother smelled just like Lena. Like the smell he still had on his face, that he could taste on his tongue. He was covered in it to his chest.

His mother made a meowling sound, cute.

"How does she look?" Lena asked. "Beautiful, isn't she, still, after all this time, even after you made your way through her body?"

He said yes.

"Your boy thinks so too!" she whispered in his mother's dark brown hair. "We are the kind of women that we would've loved to experience at his age, lush and full and horny as fuck. In control."

Glowing red she pulled her hand from his mother's crotch, happily watching as the glistening juices caught the dim light. He thought that she would taste it, or maybe force him to. Instead...

"Lick it up. Use your tongue. Yes, even in your sleep you can do it. Remember Barcelona? No, of course not." Glancing at him, she continued. "You wondered why your mouth felt so weird. It must be the hotel air, I said. I had the easiest sex of my entire life in that room. Think I could still do it?" Moving a little, she hesitated. "But I'm so tired."

He couldn't breathe. Like he was locked to her pussy, Lena held him with her eyes.

"Come here," she said.

"No," he whispered, but that didn't stop his body. It obeyed her like a puppet, and like a puppet he moved with stiff joints. Standing in front of them he could only stare as she continued to finger-fuck his mother with short, controlled motions that sent shivers down her thighs. He could imagine how it must feel in there, because he had been in there.

A terror came over his silent body. If she commanded him to do it, he knew that he wouldn't protest. Couldn't. He already prepared his body to crawl between his mother's legs and pleasure her with his face. He blamed Lena for the control she had over him, for what she had turned him into.

"Why are you still hard?" she asked.

He looked down. She was right. Shaking with precum leaking down its shaft his cock hadn't softened since she fucked him in the ass in front of his sleeping mother.