I was unemployed, back at home and staying in my old room. I hadn't been in the
old neighborhood in about six years. It is funny how the old memories and habits
come back. I remember staying up late messing around on the 8088 computer that I
had and then sleeping in to noon the next day. The computer has changed but the
times are about the same.

I rolled out of bed and was heading down the hall towards the bathroom when I
happened to glance out the window that overlooked our backyard and the
neighboring yard. I stopped suddenly and stared out at my  fantasy. I
started to get an uncomfortable feeling in my groin; a mixture between the need
to piss and the stiffness of a hard-on. I moved quickly down to the bathroom so
as not to leave a puddle on the floor. When I had finishing answering natures
call I went back to staring out the window. Out on the back deck of the neighbors
yard was Mrs. Stephanie Michaels wearing a one-piece bathing suit that showed all
the right curves in all the right places.

Scott Michaels had been my best friend when I was in high school. He and I had
hung out at the mall together, gone to the football games together and compared
notes when each of us had lost our virginity. I really liked Scott but I have to
admit one of the extra perks of our friendship had been Scott's Mom. Mr.  and
Mrs. Michaels had split up when Scott was  in high school.  It was a hard
time for both Scott and his mother. I remember the night it happened. Scott had
run out of the house yelling at his mother for ruining his life.  I was out
working in the backyard when I heard the commotion. I edged toward the fence
between the two yards and looked through the French doors that lead off their
deck. I could see Mrs. Michaels sitting at the dining room table crying and
drinking what looked like a coke. Even in this state she looked gorgeous. She had
long strawberry blond hair that came down just below her shoulders.  She was
wearing short white shorts that showed all of her perfectly tanned legs (she
sunbathed back then too) and a tan muscle shirt that did little to hide her ample
breasts. I watched her for about ten minutes and I saw her get up and refill the
drink two more times. Part of me was beginning to get worried about her and part
was felling guilty for thinking such thoughts when she was so obviously upset.

I decided to go over and check on her. I rang the bell when I began to have
second thoughts. What was I going to say to her? "Sorry your whole life is
falling down around you. Can I help?" Just as I was about to turn around and
leave the door slowly opened and there stood an unsteady and red-eyed Stephanie
Michaels.

"Hello Dennis. Scott is not home. In fact I don't know when he will be home."
With that she started to tear up and went to get a tissue on the side table.  As
she bent over to get the tissue her shirt fell forward and I could see right down
the front of her skimpy top. She wasn't wearing a bra and her tits were the best
looking pair I had ever seen. I immediately started to get a tightening of my
groin.

"Actually, Mrs. Michaels. I came over to check on you " I said as I stared
unabashedly at her chest. She lifted her head unsteadily and must have caught me
staring at her because I saw her eyes widen for a brief instant and then followed
her eyes as they dropped to my stiffening cock.  Did I see a look of amusement or
lust in her eyes?

"That is very nice of you Dennis. I have not had a very good day. Matter of fact
it was really shitty. I seem to have fucked up my life and that of my son all in
one day." She paused for a moment and said "I was just going to get myself a
drink. Would you care to join me? " "Sure" I replied as casually as I could  "
I'll have a beer." With that she stated to stumble towards the kitchen. She got
as far as the couch and tripped barely falling back onto the couch. "I seem to be
a little inebriated. Would you mind getting our drinks for us. I am having a rum
and coke. The beer is in the refrigerator." I went in to get the drinks.  When I
came back she was sitting on the couch with her legs spread wide. I could see the
outline of her cunt as the seam of the shorts parted her labia. She was staring
up at the ceiling oblivious to my lustful stares. "What is wrong with me Dennis?"
she asked. "Am I ugly? Do I smell? Do I have a shitty personality?" "No, no and
no" I replied as I sat down next to her on the couch and passed her the rum and
coke.  "You are a very pretty lady"  I said politely. "You mean for my age, " she
said.  "For any age" I replied. "Even yours?" she mumbled as she slid down the
couch closer to me. She began to trace the outline of my leg as she sipped her
drink.  The feel of her fingers running lightly up and down my leg made my dick
grow harder. I had to get away before she noticed my erection. As I leaned
forward to get up her hand fell into my lap right on top of my dick. For a second
she hesitated and then she traced the length of my cock through my pants. I
didn't think my dick could get any harder but it seemed to grow another inch. 
She reached over and nibbled on my neck as she rubbed my cock. "Kiss me." She
hissed as her lips came up to meet mine. Our lips touched lightly at first and
then the passion took over. She was the first to part her lips and I took the
opportunity to slip my tongue in. Our tongues seemed to dance for hours as we
kissed. I felt the hand on my groin leave and then she took my hand and placed it
on her breast. I felt her tit through the thin fabric top. Her nipple stuck out
straight at least a half an inch from her breast. It seemed to reach out for my
fingertip as I tentatively brushed its outline. She broke the kiss and whispered
"Maybe we should go up to the bedroom." We had risen from the couch, hand in hand
and started towards the stairs. Just then we both heard the sound of keys at the
front door.  Scott opened the door and stepped into the living room.

I never got that chance again. Mrs. Michaels and I just pretended that nothing
happened. Or maybe in her drunken state she didn't remember it.  I don't like to
think that. I know I remembered it many times over the next couple of years and
fantasized about her; my dick in hand.

My fantasies came rushing back as I watched Mrs. Michaels from the hall

window. She was lying on her back and her tits fell back into two soft mounds
beneath the swimsuit. She had gained a few pounds since I had last seen her but
this made her sexier and more voluptuous in my eyes. I had to get in between
those tan legs and have those tits surround my face.

I stopped to think of a way to get into her house. Once I could do that

nature might take its course. It had almost happened once before. It could happen
again. How would I do this? Then it struck me. I was unemployed.  I needed money.
Maybe there were some odd jobs that I could do for a single woman. When I looked
up from my thoughts she was no longer in the backyard. I ran down the hall and
quickly got dressed in a pair of cutoffs and a T-shirt. I had to do something
about this now. I went over to her front door and rang the bell just like I had
done years before. The door opened and Mrs. Michaels stood there wearing a terry
cloth robe and a towel around her head. "Hello Dennis. How are you? I heard that
you were back in town. Come in." I walked into the living room and quickly
noticed that the room had changed since I had last been there.  The furniture was
new and more modern. She had a large at least 50 gallon fish tank in one corner
full of multicolored fish that had not been there before and an expensive large
screen TV that took up another whole corner.  A faint smile crossed her lips and
she absent dried her hair with the towel as she watched me take in the room.
"We've changed a little since you were last in here haven't we?" "You haven't
changed a bit Mrs. Michaels" I quickly replied. "Thank you Dennis, and call me
Stephanie you are making me feel older by the minute." She bent over and began
vigorously rubbing her damp hair with the towel that had been around her head. As
she did the front of her robe parted and I could once again see the breasts of my
dreams. "To what do I owe this pleasure Dennis?" She said as she straightened up
and put down the towel. " I was wondering if you had any work that you need done
around the house. I am between jobs right now and I am trying to cover some old
expenses."

Stephanie looked up and into my eyes. "? I think I might have some things that
have been neglected since my husband left. Would you like a drink Dennis Come
into the kitchen and we can talk about what I would like you to do for me." As I
followed behind her I watched the robe glide back and forth across her ass. I
really wanted to reach out and stroke it. It looked so round and soft. I imagined
myself slowly running my cock up and down between her ass cheeks just before I
penetrated her cunt.  Once we got to the kitchen she went to the refrigerator
opened the door and bent down to get two beers out. It was just the position I
often imagined her in. In my dreams Stephanie would always shed her clothes and
then bend over a chair. She would suggestively wiggle her ass at me and
seductively spread her legs until I could she all of her pink cunt as well as her
light brown asshole. "Dennis, do you want a beer or what? Are you OK honey?" she
was saying as I snapped out of my daydream. I looked at her and saw the faintest
smile cross her lips once again. She knew what I was thinking.

"Well Dennis I think I have something I need you to do right now. Come on up to
the bedroom. As I followed that perfect ass up the stairs my dick got hard with
the prospects of what it was that Stephanie wanted from me. Was it finally going
to happen? Were we going to finish what we started years ago? As we reached the
top of the stairs she turned to me. "Dennis I need you to go up into the attic
and get some boxes down for me. They are full of my Ex-husbands old clothes and I
have been meaning to give them to goodwill for a long time but the boxes are too
heavy for me to carry down the attic steps." The disappointment must have shown
on my face because she looked at me and said "I promise I will pay you well for
all your help."

I started up the attic ladder carefully on the rickety steps. As I reached about
half way up I felt a hand on my bare leg. Her fingers ran lightly up the outside
of my leg and then drifted to the inside of my leg on their way up towards my
crotch. She smiled up at me as her hand disappeared into my pants leg went under
my underwear and came to rest at the base of my quickly hardening dick. I gasped
and then let out a soft moan as she wrapped her fingers around the base of my
cock, When I looked down I saw lust in her eyes and the top of her tits as the
front of her robe parted. "What's stopping you. Aren't you going to get to work?
" She said with a smile. The hand embedded in my shorts made my descent from the
ladder difficult so I reached down and slid my hand into the warm space between
her tits and enjoyed their vast firmness. I squeezed her right breast gently and
moved my hand back around to the front to feel the incredible nipples that I
remembered so well. Now it was her turn to moan and she let her hand drop from
within my pants down to the belt on her robe.  She loosened the belt and let the
robe drop to the floor as I descended the ladder. I saw for the first time the
body that I had dreamed about all those years. Her tits were gorgeous with very
little sag despite her 40 years. The aureoles were large and dark and were tipped
by those incredible nipples. Her stomach was plump but not unusually so. The tan
lines around where the bathing suit had been drew my sight downward towards the
small reddish tuft of hair between her hips. She had shaven the edges of the
pubic hair for her bathing suit the sight of which I found incredibly sexy.
Noticing my huge erection she asked "Is that for me? "

I responded by pulling off my shirt and undoing my button on my pants and
allowing them both to drop to the floor. My cock was raging hard so it popped out
as I slid my underwear down and off. I pulled her towards me and ran my hands
down her back until they rested on her firm ass. I kneaded her ass slowly
separated her cheeks. My mouth found hers allowing my tongue to again find the
soft inside of her mouth. Our tongues darted back and forth as she started
backwards toward the large waterbed against the far wall. She fell back onto the
bed pulling me with her temporarily breaking our kiss. I took this opportunity to
explore her tits with my tongue. She had the most incredible tasting breasts.
They seemed to have the light taste of honey with the remaining tropical smell of
her coconut suntan oil. I licked the nipples upward away from the breast until
they stood at full attention. "Bite them" she whispered and I firmly took her
left nipple between my front teeth. "Harder. I like it harder.  You won't hurt
me. " I bit down so hard I thought I would draw blood but all it did was make her
squirm under me and thrust her hips forward. I lowered my hand to her soft wet
cunt as her hips came forward. I found her clit almost as big as her nipples. I
decided that if she liked her tits chewed on she probably would like to have her
clit rubbed hard. As I stabbed my hand down over her cunt and bit on her nipples
she started to moan loudly and buck her hips even more. Suddenly she let out a
long low moan that sounded like a growl and ended in a high pitched scream.  She
lay with her head tilted back and was breathing heavy as I slid my mouth off her
tits and began to tongue her pussy. Her pussy tasted fantastic and had the most
magnificent aroma. I have never smelled anything like it before or since. I
swallowed her pussy juices, fucking my tongue back and forth faster and faster. 
After flicking my tongue over her clit I proceeded to suck on it like I had her
nipple. I sucked until it felt like a small dick inside of my front teeth. I
could hardly keep my mouth attached to her sweet smelling pussy because she began
to grind it into my face, holding onto the back of my head. "Oh Fuck! Fuck that
feels great. Oh Yeah. I need you in me. Fuck meeeee!" Even though I was
thoroughly enjoying her wonderful tastes and smells my dick needed attention too.
I

reluctantly let go of her clit and slid forward. I placed my dick so that it just
danced off hair along the top of her pussy and then I traced the slit from the
top downward until my dick was just on the outside of her vagina. "Fuck me now."
She almost screamed as she thrust her hips forward in an attempt to get the head
of my cock into the hole that awaited it. " I will but tell me one more time how
much you want it Mrs. Michaels." I said. "Please stick that huge cock into me.
Ram it into to me over and over and over. Come inside of me. Fill me with YOUR
CUM!!!" I rammed my cock home and felt her cunt grip me tightly as another orgasm
washed over her. I started pounding my dick in and out of her.  Each thrust was
met by her hips as they came up to meet my dick. "Play with my tits. I love it
when you play with my tits." I roughly grabbed hold of her right tit and
squeezed. "Is that what you wanted bitch?" "Oh yeah. YES, YES!" I felt the cum
rising in my balls like a volcano ready to erupt. "I am cumming" I growled. "Give
it to me. Fill me with your cum." She replied. Stephanie cried out in ecstasy,
feeling my hot cum squirting deep up inside her pussy. Afterwards we fell back
onto the bed and into each others arms. She slipped into sleep holding me in her
arms my face resting on her tits.

I lay in her arms for probably thirty minutes. I was tired but not really sleepy,
after all I had just recently gotten out of bed. My face rested lightly on her
chest and I felt the light sweat that coated her breasts. I wanted to taste that
sweat so I stuck my tongue out until the tip danced across her right nipple. The
tit had a salty taste that went well with the lingering taste of her pussy that
was still in my mouth. The nipple began to harden and she started to shift away
from my face so that she was lying on her side with her bare ass facing me. The
sight of her soft tan lined cheeks brought back the familiar sensation in my
groin. I wanted to reach out and stroke her ass and let my finger tips probe
gently down her crack but I knew that this would surely wake her. I just lay
there for a while looked at her and listened to her. She breathed deeply and
contentedly the type of sleep one has after getting fucked well. As I lay there
the air conditioner kicked in and I could see the chill start from her legs and
travel up her naked back. As goose bumps formed on her butt I got an idea. As you
may have noticed I am always ready to take any opportunity presented to me. "Be
prepared" as the boy scouts always say and I was nothing if not a good scout. As
I was saying, I had an idea as to how I could warm her up. I slowly slid closer
to her on the bed until my cock rested lightly on her ass. I grabbed hold of my
seven-inch dick and traced the crack of her ass with my swelling dick head. She
began to moan in her sleep as she pushed back with her luscious ass until my cock
was firmly embedded between her cheeks. Her butt was cold to the touch, which
seemed to make my cock harder. I lay there savoring the feeling of her ass
wrapped around my dick. I wasn't sure I would be able to come again so soon after
our last session but I was willing to give it a try. I reached over her body with
my left hand and traced her soft white breast with my fingers until her nipple
stood straight out.  In my short experience with Mrs. Michael's body I had found
one if not THE erogenous zone. "Oh Yes that feels good. Keep it up honey. You
know how much your mother loves getting fucked from behind." She moaned. "Your
mother.  Huh?" I thought but I was much to busy by that point to stop and
question her. If she wanted to believe I was her son, who was I to question it,
at least not for now. I eased my hips back and aimed my dick downward towards her
pussy.  She lifted her long leg up and gave me quick access to her still sloppy
wet cunt. I reached down with both hands and parted her ass cheeks so that her
ass hole was exposed. I pushed forward and my dick slipped into the warmth of her
cunt.  "Oh yes. Yes that feels good. Fuck Mommy. Fuck me from behind." I was
pumping in and out of her faster now and I could hear the sloshing sound of her
cunt as I eased my dick out to the tip and slammed it back in. Sweat formed at
the base of her spine and dripped down over her ass and then to the back end of
her pussy. I slipped a hand under her body allowing me to cup both of her breasts
and tweak her nipples as I slammed at her from behind. "Oh yes.  Grab my nipples.
I know you love Mommy's nipples. If you fuck me good I might let you slide that
big cock up between them."

Despite myself, I began thinking of my mother. I began thinking I was fucking her
instead of Stephanie. Some people may have found this repulsive.  For some people
such thoughts would have caused their dicks to shrivel up and it would have ended
there. But my mother was also gorgeous in my youth and I had often harbored
sexual thoughts about her when I was a teenager.  These thoughts had always
resulted in a temporary hard-on followed quickly by guilt. I wasn't going to let
that happen. This wasn't my mother. This was my best friend's mother. Not a big
difference. Not so big maybe but Scott apparently had partaken of these same
fruits at least once.

I renewed my efforts by pushing harder with my dick and thinking of the

sensations that were emanating from that area instead of thinking about my
mother. I was beginning to push Stephanie towards yet another orgasm.  She was
thrusting back with her ass so hard that I was in danger of popping out of the
warmth of her cunt. I gave her a gentle push and climbed up onto her back. I
could then get a better angle that kept me firmly planted in her pussy.  This was
all that was needed. The change in angle caused my dick to hit a different spot
inside her and sent her over the edge. "Yes, oh yeah BABY. Fuck, Fuck me now. 
Fill me up. Yes." She screamed. The feel of her tightening cunt around my cock
was all that I needed too as I filled her once again with my cum.

I rolled off of her and lay back on the bed tired and satisfied. I was trying to
decide what to do next when Stephanie sat up in bed and announced " I have to get
ready for work. Come in and help me get ready. " She then walked naked out the
door and down the hall. I rolled down toward the end of the bed so that I could
watch her ass as she walked down the hall towards the bathroom.  "Nice Ass." I
yelled out. She turned, smirked and looked at me "Are you coming or what?" Now I
had never cum three times in such a short period of time. I knew from the tall
tales that other guys had told me that this might result in irreparable damage
and mental scaring. What the fuck, I was welling to risk it if she was.

I followed her down the hall and reached the bathroom just as she sat down on the
toilet to pee. She let the piss rip like we had known each other forever. I
didn't know what to do. I really hadn't spent a lot of time watching women piss
so I found the sights and sounds interesting but on the other hand I didn't want
to stare. I walked over to the shower opened the sliding glass doors and started
the water running. I turned to see where she was and found her standing right
behind me. "Jump in the water is fine." I said. The shower was big enough for
both of us plus probably two more people. There were two shower nozzles one each
on opposite sides of the stall. The water came out hot and hard and felt good on
my back. I grabbed a bar of soap and started to wash.  I watched as Stephanie
pulled the wash cloth down from the top of the stall door and rubbed the soap
into the cloth creating a thick head of suds.  She then placed the cloth between
her legs and gently rubbed the hairs above her clit until the soap foamed there
also. She reached up and rubbed her chest with the cloth and paid particular
attention to her nipples as her legs parted slightly and her middle finger on her
right hand slipped between the dark folds of her cunt. I watched her hand slide
effortlessly up and down between her cunt lips as the water rolled down her body.
The water formed two or three streamlets which combined to form a steady stream
that dripped from the hairs around her cunt making it look like she was peeing
into the shower. The pace of her hand

quickened and her head tilted back while I watched and gently stroked my rock
hard but tender and soapy cock. She let out a small yelp and her knees bent as
the orgasm came upon her in waves.

For a second or two afterwards she leaned against the wall with her head tilted
back and her eyes closed. She had a glow about her face and chest that was a sure
sign that she had enjoyed herself. I wanted to touch her but somehow knew that
she was best left alone. Finally she turned, poured some shampoo into her hand
and started to sensuously rub shampoo into her hair without saying a word. I
reached out and ran my hands over her perfect ass and felt the mixture of sex,
soap and water.

We finished the shower and I helped her get dressed. I learned that she

worked nights as a waitress at a bar so I helped her pick out clothes that would
help her get the best tips. I went through her underwear drawer (or whatever
women call that drawer) and found the softest silkiest panties she owned. They
were cut high up the side to reveal her long legs much like the bathing suit she
had worn earlier. She sat on the bed waiting and smiling at me. I pulled the
panties across my middle to show her the ones I had picked out. The silk rubbed
against my cock and felt fantastic. I stood there for a moment savoring the feel
of the soft fabric sliding across my growing cock. I have to stop this I thought
or she will think I am some type of sexual freak. I pulled the panties away from
my body and walked toward her so I could give them to me. "You looked sexy
rubbing my panties across your cock. Will you put them on me now." She said. I
bent down in front of her and slipped the underwear over her feet. As I eased
them up her long legs I let my fingers proceed them up her leg until I got to her
pussy.  I bent over and softly kissed her pussy and then as she lifted her ass
off the bed I slid the panties on. I then went back to her dresser and pulled out
a shear silk bra. She stood and turned away from me as I approached allowing me
to place the cups of the bra properly over her tits. I grabbed each of her tits
causing her to giggle and then nibbled on her neck as she finished putting the
straps of the bra over her shoulders. "You better go get dressed too. Besides at
this rate I will never get to work." I went and picked up the shorts that lay in
a ball in the corner where I had left them and quickly got dressed.

Once we were dressed, I walked her out to the car. She stopped and turned to give
me a kiss on the cheek. "Were you serious about helping around the house or were
you just trying to get laid?" She said. "I was serious, the getting laid part was
just a added perk." I replied. "Well the yard needs some work, mowing edging and
trimming type of stuff. Scott usually comes by and does it but he has been out of
town for a couple of weeks. I will pay you cash and if you do a good job I still
might give you the perks. My roommate should be getting home soon. Unlike me she
goes to sleep at night so don't disturb her." With that she slid into the front
seat of her car and drove off.  Roommate huh? I wonder what she looks like?

I went home and got the necessary yard tools to begin to earn my keep.  I started
by mowing the lawn. It was late in the afternoon but it was still hot enough so I
pulled my shirt off as I mowed the lawn and was raking up the mowed grass in the
back yard when out of the corner of my eye I saw a car pull into the driveway.  I
stepped back behind a bush at the edge of the house to conceal myself and
anxiously waited to see what Stephanie's roommate looked like. I didn't have to
wait long. The car door opened and the first thing I saw were a pair of long
stocking clad legs emerge from the car. I have always liked a women dressed
nicely and the roommate sure knew how to dress. She must have some sort of
professional because she had a nice dark blue skirt with a matching coat.  The
best part was her blouse. It was white and silky that was cut in a v-neck that
stopped respectfully short of revealing her breasts. She wasn't well endowed but
from what I could tell she wasn't flat chested either.

After she got out of the car she walked to the house with the air of someone who
knows what she wants and isn't afraid to take it. I stepped back behind the bush
to make sure she didn't see me. I don't know why I was hiding. I had a very good
reason to be there. Maybe in the back of my mind I thought that I might be able
to spy on this good-looking lady a little longer. I kept busy a while longer
raking the yard and was about to quit due to the falling darkness when I saw the
light go on in the window of what I remembered as being Scott's first floor
bedroom. I dragged the rake with me and headed towards the well-lit window. I
leaned against the house and slid down to the ground beneath the window. I raised
my head slightly so as to peek through the slightly opened blinds. The roommate
was leaning over a dresser wearing frilly panties that nicely covered her firm
ass. She was topless and her breasts hung down and came to a appealing point as
she bent over. I felt the familiar stirrings in my shorts and shifted to give
myself some relief. She was rummaging through the drawers of the dresser
apparently trying to find a shirt to wear. When she found a sweatshirt she turned
towards me in her half naked glory and slipped the shirt on over her head. As she
was facing the window I became afraid that she might see me peeking through the
blinds and I was about to sneak away when she reached down and seductively slid
her panties off. For a half a second I stared at her bush oblivious to the
prospect of being caught. It was nearly bald! She shaven it so that all that was
left was a fine line of dark hair that seemed to point downwards towards and
ended just above her bald cunt lips. Her cunt lips were thick, full and very
inviting. She walked toward the bed and facing me, bent over to retrieve a pair
of shorts. She slid the shorts up her legs and over her crotch without the
benefit of underwear. Once she was dressed she surveyed the room and picked up
her discarded clothes. She then looked right at the window and I thought I was
caught. I slid quickly back away from the window. A few seconds later the light
went off and I heard her walk out of the room. I hoped she was not going off to
call the police. Well, I thought, the best defense is a good offense.  I picked
up the rake and started to clean up the leaves even though it was now almost
completely dark outside. "Honest officer, I was just raking the leaves in the
dark and minding my on business". Yeah right. After a few awkward minutes I
jumped the fence connecting the two yards and headed home for the night. I turned
as I got to the door and saw the roommate at the back window looking out into the
night. She turned and walked slowly away.