Older pussy-There's nothing like it

I looked down at my feet and didn't say anything.

Well are you going to answer me ?

I got up my courage and said look Im so sorry I had to take a pee and I went out there because you were in the shower.

She looked me in the eye , Im not mad its normal for young boys to be curious.

I started apologizing anyway feeling like an idiot.

Im so sorry It wont happen again I was just..............

Just what ?

I was going to say horny but realized I couldn't say that so I was stuck.

Just what ???? Tell me.............. Im not mad at you I just want to know.

I was just.................... Horny.

Well that's nothing to be ashamed of.everyone feels like that its a normal emotion.

I looked at her relieved she wasn't mad and wasn't going to tell my dad.

Again she just stared at me.until finally she broke the silence.

What did you see through the window ?

I answered quickly.

Not much.

She smiled again. And then changed tracks on me.

Did you masturbate when you were looking at me ?

I froze I didn't know what to say to that.

Did you ????.............. Its OK if you did.

I looked at the floor .........yes

Its OK everyone does it............can You please tell me what you seen that made you want to masturbate ?

She said it so nicely I wanted to tell her but I didn't want to embarrass her.

Oh no. this was a nightmare. I was going to have to sit here and tell this forty something lady and mother of my best friend I had seen her stuffing and rubbing her pussy until she came.

I just looked at her

Can you tell me please ? I really want to know.

I took a gulp, I could tell you but I think it may be embarrassing for you and I don't want to do that.

She stood up and walked the 3 steps to the love seat and sat next to me

She said look at me. So I did.

It wont embarrass me, I promise. I just really want to know what you saw .

I looked at the floor again.she grabbed my hand and said look at me..............I Did again.

Please just tell me and be honest.

I said.................... I saw you maturbating.

No dear I want to know exactly what you saw................ Describe it to me.

Are you ...........sure ?

Im sure, just please tell me.

Well I saw you leaned back on the toilet and you were rubbing your clit .

What else ?

Then you used the bottle and put in your ............... Vagina.

I couldn't even bring myself to say pussy in front of her.

And you liked seeing that ?

I looked at the floor again

Did you ?

Yes.

What did you like seeing ?

Well........... Everything

Can you tell me what exactly ?

I liked seeing you do that to yourself.

Have you ever seen a women naked before ?

Not in real life just in magazines and movies and stuff.

What did you like seeing the most about my body ?

I was embarrassed to tell her.

It's OK I just really want to know.

Well before I saw you naked I never thought of you like that,I only thought about young girls when I .........

When you masturbated ?

Yes........ And then when I saw your body naked I thought the stuff I always thought would turn me off about a older women would kind of turn me off about you but it didn't. It made you more ........... I don't know what to call it.

Desirable to you ?

Yeah that's it.

Like what exactly ?

Well Im not trying to offend you or anything but the way your belly is a little swollen like ?

She smiled.......... Yeah I know........................... you like that part huh ?

Yes I like it a lot.

What else.

Well I've always heard about stretch marks and how women don't want them, but for some reason when I seen yours it really made me want to..........

Want to what ?

Well you know.

Have sex ? or masturbate ?

Yeah.

Which ?

Well either I guess.

Anything else ?

I liked the way your breasts look and how hairy your........... Vagina is.

She smiled at me.............well We have a problem don't we ?

I looked up at her. Thinking we do ? But I didn't say anything.I was starting to get scared again.

You seem to enjoy watching me get myself off and I like knowing you like watching me.

She paused then continued, I can't see what you find attractive about watching me but you seem to. So maybe we can make a deal?

A deal ?

Yes............ Maybe we can help each other out ? No one else can find out though

.I repeated the part that interested me...............help Each other out ?

Yeah your a good looking kid and if you like seeing what I do when Im alone, I don't mind you watching me do it.

And then she quickly added ........if You wouldn't mind my watching you ?

She looked at me seriously prodding me for an answer........would You ?

My dick was getting hard at the thought of it.

No ...........I Wouldn't....... Mind that.

OK good............ Then we have a deal and this is our secret ?

Yeah.sure

I have to stress this to you, you can't tell ANYONE. Not a buddy ........... NO ONE.OK ?

Yeah I promise. No one.

She reached across and felt between my legs the only problem with that was after this conversation my cock was hard as a rock and trying to come out the top of my shorts which was killing me she realized her mistake and felt where she knew it would be.she smiled and said your ready to go .

then added matter of factly........Take it out, let me see it.

I leaned back and she unfastened my shorts my cock sprang free. it was such a relief for me she stroked it a couple times and looked me in the eye and then back to her hand and my cock .

She smiled.... your very well developed. We should go to my room.

I followed her down the hall. When we got in her room she said get undressed Im not sure when the kids will be back so we should get this done.she talked like it was just something to do. it was like ....were going to make each other cum and thats all there is to it. Which turned me on more

She immediately started taking off her cloths. I stood there and watched I guess she forgot this was my first time and that I didn't know what to expect.she was completely naked before she noticed I had only taken off my shirt.she reached out and put her hand on my chest, then watched her own hand as she rubbed down my belly.

Um that's nice.

Here let me help you she pulled my shorts and boxers down and said sit. I moved back a step and sat on the edge of the bed as she pulled them off over my socks and shoes. She then pulled off one shoe and then a sock and the did the other foot as if she was undressing a child. When she was done she was on her knees in front me she took both hands and stroked her hands up my thighs and then back down them feeling the muscles her breathing had increased and I got the feeling she was like I was when I was outside the bathroom window. Trying to take in every detail and commit them to memory.she was watching her hands move over me and then she stroked up my thighs and rubbed my balls. My cock jerked uncontrollably.

She giggled and purred

You like ?

I whispered yes

She took my cock and stroked it all the while looking back and forth from my face to what she was doing with her hand.I could tell she was getting off on seeing my eyes glazed over and the effect she was having on me.She smiled and and said your dripping cum already. It was true a lot of pre cum was dripping out my cock. She took her finger tip and robbed it gently around my cockhead picking it up once in awhile to see it string up. She wiped as much as she could on her finger and held it up for me to see and then slowly put it in her mouth and started fucking her mouth with her finger sucking it like a cock all the while looking directly in my eyes .I was on the verge of Cumming watching her.

In a breathy whisper she said Ummm I could just eat you up.

I didn't say anything.

I think we need to get you off before you can get me off. What do you think ?

Yes.

She smiled still looking directly in my eyes .She stood and leaned forward her huge saggy beautiful tit's hanging down in front of me.she moved up and locked her mouth on one of my nipples and then started slowly kissing down my belly she kept her eyes locked on mine to see my reaction. Her tit's rubbed over my cock. I had to move to the side or I would have came right then and I didn't want to just yet .I wanted to see her suck my cock. She was just toying with me. She got to my cock and put her mouth just above the head and blew out a hot breath as if she was fogging a glass haaaaaaaaaaaa. I squirmed and she smiled a little half smile still looking directly in my eyes

Are you ready for this ?

Yeah.

She holding my cock straight up she stuck her tongue out and flicked the underside of my cock head

Just cum when your ready.

I didn't reply I just looked deep into her eyes breathing heavy in anticipation of what I knew she was about to do.

I was wrong she moved down and started to suck my balls still looking up at me I started breathing really hard I knew I couldn't last much longer she must have known to because she moved up and took just the head of my cock in her mouth and sucked very lightly. my breathing became choppy and staccato right away she must have sensed I was going to cum because she continued gently sucking the head but now flicked her tongue on the underside of the head while doing it.I could feel her breath was choppy from her nostrils and I was going over the edge and managed to whisper Im going to shoot.She pushed my cock as far down her throat she could manage which was about six inch's of it I could feel her throat muscles contract. My cock swelled again it was ready to burst out of its skin. She started bobbing the whole length still sucking it good I shot the first blast and whispered oh god still looking directly in her now glazed over eyes, she tasted my cum and tried to drive my whole cock down her throat in her lust she gagged herself and kept bobbing and sucking the next blast hit and the rest just came in a rush there was so much it was Cumming out the sides of her mouth she kept sucking hard and swallowing every drop she could get like a hungry puppy.

When my cock finally quit throbbing and pumping her mouth full of cum she popped it out of her mouth and licked the rest of my cum off her lips and smiled and said good to the last drop. I had to laugh.she got on the bed and slid in the middle and leaned back on her pillows.

Come up here .

She patted the bed next to her.

Now its my turn.

I got up next to her not knowing what she wanted exactly.

Don't be shy, you can touch me anywhere you want to.

I reached out and grabbed her tit and kind of squeezed it.