Her Best Friend's Son

Her Best Friends' Son

Mid-forties woman with young man.

Author's Note:

Breaking out of a writer's block with this story. I hope you enjoy it.

MP

~~~

Allison stood back while her best friends, Caroline and Tom, said goodbye to the last of the adult party guests. The occasion was their son Bill's 18th birthday, and he'd left with the younger guests an hour earlier to go swimming at Stone Lake.

After the goodbyes Allison joined her friends and said, "It was a wonderful party, a perfect gathering of two generations."

Caroline nodded, and observed, "God, those kids all grew up fast."

Tom smiled affectionately at his wife and spoke to Allison. "They grew up a little too quickly for Care." Using Caroline's nickname. "She's already dreading Bill's departure for college in two months."

Caroline looked at her husband and spoke more sharply than she intended. "And you're not?"

He put his arm around his wife to mollify her and spoke softly. "Of course I am sweetie. But I'm also thinking about all the things that await him. Adventures and challenges with young men and women that are in the same shoes as him.

Allison asked the couple, "Speaking of young women, still no broken hearts he'll be leaving behind?" When they shook their heads, she added. "That surprises me. I've never met a nicer young man."

"And handsome," Caroline said of her son, "like a younger Tom here." She gave her husband a quick kiss and added, "Who I fell for like a ton of bricks."

Allison enjoyed their comfortable affection in her presence, without feeling jealous because of her own divorced status. She said, "He's doing a wonderful job around my place this summer, painting and fixing things up. You've taught him all the skills he'll need as a young husband Tom."

"Maybe not all the skills he'll need." Tom said. He shared a look with his wife that indicated there was something more behind his statement.

Caroline visibly considered how much to share with their close friend, then blurted out, "We think he's had some difficulties with girls his age." She looked to her husband to explain.

He said, "I tried to feel him out on the subject, see if there were things he needed to discuss with me or advice I could give, but he clammed up on me." He searched for the right words, then continued. "I think there are serious confidence concerns, but don't know why."

When Tom fell silent, Caroline continued for him. "Tom thinks it's similar to a period he went through in his teens."

When Allison asked Tom why he didn't simply tell Bill how he'd gotten through those times, he looked at his wife questioningly. They seemed to come to a silent agreement, then Tom faced Allison. "I lucked out. One of our neighbors was a woman my parents age who took it upon herself to show me what a young man needs to know about women. I don't know how she knew I was having a crisis of sexual confidence, but somehow she did."

They saw confusion mask Allison's features so Caroline said, "She became Tom's lover and showed him how to please her."

Tom nodded and said, "A real woman." He seemed to fill with the memory. "A woman," he repeated, "so different from a girl. With a woman's hips and breasts and ass and private treasures who'd made love to men and showed me how to love her like a man. So after that summer, I left for college as a man."

Caroline added, "A confident man who knew what he was doing when I met him a year later." She looked at her husband and visibly warmed with the memory. "I didn't have a chance. I didn't want a chance. All I wanted was to have him show me more."

Allison blinked. She'd not expected this conversation.

Caroline continued, "Tom told me about her and then I actually met her two years later, at our wedding when a beautiful woman I didn't know approached me as I was standing alone. She introduced herself as a neighbor of Tom's parents and said that he did a lot of work for her over his last summer before college... and just like that, I knew! I was talking to the woman who taught Tom how to be the lover he is." She beamed at her husband, then looked at Allison and said, "I hugged her and thanked her and she knew what I was thanking her for. She hugged me back, smiled and said, "The pleasure was truly mine, my dear. Young Tom only needed a little encouragement."

Tom was watching Allison's reaction and said, "That sort of inter-generational sex-ed is condemned in our society even when the young man is over eighteen, but I think it's perhaps the most effective way to help a boy become a man in that crucial sense."

"And it's so important to the fulfillment he and his partner experience through their lives." Caroline added.

Allison looked at her, then Tom, and knew why they were telling her about the older woman in Tom's past. She was opening her mouth to say she couldn't be that woman for their son, but stopped herself. Instead, she said, "I'm sure he'll work it all out, but in the meantime I'm grateful to have his help fixing up the house."

Caroline said, "He says it's the best summer job he's ever had." She smiled mischievously, "But maybe that's because he gets to see you sunning by the pool sometimes."

"I doubt that's it." Allison replied matter-of-factly. "I'm usually at the firm and have only worn my old one-piece by the pool when he's around."

Caroline got an impish smile and said "If you wore the skimpy bikini you bought for your Caribbean vacation he probably wouldn't get any work done!"

"You're crazy Care." Allison retorted. "I'm 26 years older than your son, older than you, his mom. And he's obviously something of a young hunk."

"Who looks at you like you're a goddess." Tom said. "I know that look from when it was me at his age. He's all eyes for you as a woman."

"Well, I'm sure everything will work out for him without intervention from me." Allison's tone said the discussion was over, but the debate in her mind had just begun. I know young Bill is really enamored with me. I'm not blind. And I do wonder what it would be like to be with someone so young... But if anything ever happened, I can't imagine talking about it.

~~~

In bed that night, Caroline snuggled against her husband and said, "What do you think?"

"We'll see. The idea is certainly planted, and she knows how we feel." He thought silently, then added, "Now we have to leave it alone?" Looking at his wife with his eyebrows raised in question.

She debated arguing they should push harder, then reluctantly agreed. "Okay..."

~~~

On a whim the following Monday Allison decided to take the afternoon off because it was such a beautiful early summer day. She came home to find Bill cleaning up his paint supplies. "Are you done for today Bill?"

"Oh no. Just done with trim on the back. This afternoon I'm going to work on your back privacy fence. Are you home for the afternoon?"

"Sure am," Allison replied, "I want to enjoy the pool on a day this perfect. We don't get many like this."

"Will it disturb you if I work on the fence?" He asked. "I could find something else to do."

"Not at all. Do what you planned. Would you like some cold chicken and fruit before you start?"

"That'd be great!" He responded enthusiastically.

"I'm going to get out of these office clothes and into something comfortable first, then I'll bring it out to the patio."

"That'll give me time to finish cleaning this up." He answered.

During the brief exchange Allison saw Bill in a new light. She supposed it was due to the conversation she had with his parents, but for whatever reason she wasn't just seeing him as the capable teen she hired to fix up her house. Instead, she saw a young version of his dad. She saw a virility she'd not really noticed before. She always thought he was handsome, but this was something more. Caroline wasn't shy about privately telling Allison what a wonderful lover Bill's father was. She'd even said with a salacious smile that he 'measured up' where it counted. Then, when Allison was leaving on the evening of the party, Caroline had pointedly told her that physically, Bill truly is a younger version of his dad.

When she entered the master bedroom Allison started to close the outside curtains, then decided not to. It's too beautiful to shut the day out. Instead, she opened the sliding doors and saw Bill briefly glance up from where he was cleaning his brushes. As she moved deeper into her bedroom, Allison realized she liked knowing she wasn't closed off from the young man, and paused to study him before going into the walk-in closet to change. She was again struck by his youthful manliness. He's really not a boy anymore. Watching him, she imagined young Tom before he met Caroline.

In the walk-in she decided to dress for sunning by the pool and wear a sundress cover-up for lunch with Bill. An uncharacteristically youthful look for an attorney in her mid-40's, she thought, but I'm feeling strangely young. As she released the clasp of her restrictive work-bra and rubbed her breasts Allison realized she could still see Bill reflected in the full-length bedroom mirror. She watched him work and imagined his hands on her. She closed her eyes and imagined it was him squeezing and weighing her tits. She imagined it was his thumbs flicking her nipples stiff, his strong fingers rolling and pinching the erect nubs, and even imagined feeling his hard cock pressing against her bum as he fondled her tits from behind.

When her eyes finally opened again... they met his.

He was in the back yard, staring open-mouth directly at her sexy image in the mirror.

Their eyes locked for several heartbeats, then they simultaneously turned away.

Outside, Bill softly muttered, "Holy fuck..."

In the closet Allison breathed, "Oh..."

Their physical reactions were more profound. Her body tingled and her core melted.

His young cock challenged the confinement of his cargo shorts.

Bill's mind raced as he fought to concentrate on his cleanup task. He knew he had to act like nothing happened, but in the next instant all he could think about was the sight of Allison squeezing and fondling her incredible tits. Holy... fucking... shit. He imagined them in his hands, then batted the image away and told himself to pretend nothing happened... only to have the image flood his mind seconds later.

Allison also knew she'd pretend it hadn't happened even as she decided to wear her skimpy bikini under the sundress. She wanted to take full advantage of the sunning opportunity. The suit had garnered many admiring looks on her Caribbean vacay but nothing like Bill's lustfully raw ogling moments earlier. Without consciously thinking about it, Allison knew she wanted him to look at her that way again. It made her feel sexier than she had since... well, ever?

A few minutes later, Allison was in the kitchen wearing the bikini without the sundress cover-up when she called to Bill, asking him to fetch the iced tea and glasses to the patio. She faced away from the door when he entered, but heard his sharp intake of breath. That gave her the courage to turn and face him and when she did, his eyes grew large. The bikini was skimpier than she ever dared wear in public outside of the tropics, where women commonly wore such suits. Her nipples were covered but her breasts were mostly exposed and only a small triangle of fabric covered her sex. It was a younger woman's suit that left little to the imagination.

The young man was like a deer in headlights and his reaction hardened her nipples. My body's presenting itself to him. The wetness Allison felt between her legs surprised her. I didn't mean to move so fast, but his young hunger is...

She smiled as if she wasn't putting on a show for him and pointed to the pitcher and glasses. "Thanks Bill. The iced tea is right over there."

The young man strained to tear his gaze from her. "Sh... sure Mrs. Sanders."

"Bill..." she said with faux annoyance, "call me Allison. Please?" With a big smile. "Otherwise I'll have to call you Mr. O'Connor."

"Ye... Yes ma'am." He stammered.

She challenged him with a smile and said, "Mr. O'Connor?"

He broke into a smile when he realized how he'd addressed her and relented, saying, "I've got the iced tea Allison." Then he took the tea outside and sat where he'd have a good view of her coming out to join him. When she emerged carrying a tray with the food he was disappointed to see she'd donned the sundress cover-up, but there was still a lot of movement under the light fabric and now he knew how she looked inside the cover.

Allison savored his reaction to her body and wore a radiant smile. I wonder if he'd even be able to eat if I hadn't pulled the sundress over the suit. Before sitting down across from him she asked, "Do we need anything else?"

He answered without thinking, "No Ma'am," then quickly corrected himself as they both struggled to keep from giggling. "No Allison. We're all set."

Their shared smiles lightened the mood dramatically and Allison encouraged him to eat by digging in herself and saying, "I never order fried chicken in a restaurant because the only good way to eat it is by hand." With that said, she tore apart a wing and started pulling the meat from the bones with her teeth and Bill quickly followed suit.

"This is great chicken." He proclaimed after quickly finishing his second piece.

She nodded and said, "And fruit, even if it does make me a mess."

When he looked at her to see if she'd gotten grease on her face he didn't see a trace of any. He didn't see so much as a hair out of place. Everything paused for him in that instant and he stared as she seductively extended her tongue for a grape she lifted to her mouth. She has to be the most beautiful woman in the world... And she's eating with her hands in a sexy bikini.... With me.

She realized he'd stopped eating and was looking at her, and then startled him when she said, "What Bill?"

"I..." He searched for the right words. "I..."

"Is something wrong?" She pressed.

"No. Nothing. You're just so... so..." He paused and thought, God damn, I have to say something now. "Well... you're so beautiful, Allison." He not only used her name this time, he did so comfortably and it felt different coming out of his mouth. Like her name belonged in his voice.

Allison's mouth fell open just for a moment, then she closed it and looked unguardedly at Bill and as she looked she blushed like a schoolgirl talking to her heart throb. She hadn't expected that level of sincerity from him, and was even more surprised by her reaction. Her mind raced as she took in his features. I thought I was playing at being a seductress. I didn't think I'd be so affected by him... and damn... he's grown into a handsome young man.

As she looked at him, Bill studied her and saw how his words had affected her as a woman. The knowledge filled him with a new potency. He felt he belonged here, with this beautiful sexy woman.

As Bill studied Allison, she looked down. When she looked up again, there'd been a subtle change in her. Her eyes met his and she spoke softly. "Thank you." She found her equilibrium again and didn't shy from the compliment. "I'm not used to a compliment like that, especially from a handsome young man like you."

"You are," he said more firmly, "incredibly beautiful."

"Thank you." After a moment she added, "The way you look at me... makes me feel beautiful."

Neither of them moved to take another bite.

Their hunger for food was gone. Their hunger for each other took its place, silently communicated as a man and woman can when all pretense is finally abandoned. Words could add nothing.

Allison admitted to herself that she knew where she wanted this to go before she left the bedroom, and boldly decided to take it there now. Bill could choose to join her - or not. She stood up, walked to the door and paused to face him with a look that said everything.

He rose and followed, mesmerized by the sway of her hips in the sundress as she led him through the house to her bedroom. There, she turned and faced him.

He was lost. Should I embrace her? Can I? His cock fought the confinement of his shorts and was so hard that it hurt. Holy fuck... Is she waiting for me to take charge?

Before going into her walk-in closet, Allison spoke softly, "Wait here... please?"

Bill nodded.

If anything, he was more lost. He could hear the sound of fabric against skin. Is she stripping? Oh fuck. His heart was pounding. Should I be stripping? Is this really happening?

When Allison emerged from the closet and walked towards Bill he stopped breathing. She wore the sheerest of negligees, loosely closed in front. From the motion of her tits and the dance of stiff nipples against the silk, he knew she was naked underneath. The shape of her full tits was revealed by light coming through the gossamer fabric.

They looked at each other without moving or speaking for several heartbeats, then she finally spoke in a reluctant whisper. "I'm older than your mother..." She looked down.

Her vulnerability moved him to boldly step closer and extend a hand to the side of her face. She looked up, into eyes that met hers as he said, "I don't care." The hand slid past her ear to cup the back of her head as he leaned forward and softly touched his lips to hers.

She struggled to quiet a shiver. God... I feel like I'm in a different world. Who is he...? He rested his forehead against hers, then she tilted her face to make it easier for them to kiss. Allison's mouth opened as his approached, and when his tongue slid against hers they pushed into a twist. Her woman's flavor in his mouth engorged his cock. The taste of his virility laid bare her sexual need. He's tasting me the same way... She felt his hunger for her, for how I taste, what I feel like. She knew he was savoring her and it opened her to him. She wanted him to know all of her.

When their kiss finally paused his hands were resting on her shoulders. Did he whisper, or was it only the silent message of his touch? I don't know what to do next...

Allison covered his hands with hers, then moved them lower, slowly opening her gown with them until his palms were flat against the skin between her breasts. Then she dropped her hands and lifted her gaze until they were looking at each other.

Then he knew what to do next.

Bill's hands slowly moved apart... until they covered her. Their breathing deepened. He cupped her softness, then held her. Allison felt undone in the size of his hands. Then he squeezed and her head rolled back. They both groaned aloud. He savored the give of her softest flesh to his exploring strength. He squeezed harder than an experienced man would, hard enough to bruise in his youthful wonder. The uncontrolled nature of his lust excited her. She guided his fingers to roll and tug her nipples, then explored the prominent bulge in his cargo shorts. Allison marveled at the dimension of the bulge. She stroked Bill's length and measured the unmistakable shape of his big head. The heat she felt through the fabric thrilled her. I make him this hot...

Meanwhile, his tugging made her nipples ache to be suckled as nature intended. Bill bent over and took her left nipple and entire areola into his mouth, then suckled with a fervor only found in a man who hasn't had a tit in his mouth since infancy. Allison felt the pull of his suck in her cunt. She pushed more tit into his mouth as her hands squeezed him in his shorts and when he switched tits she started opening his waistband. When she had it opened, his cock kept his shorts from falling. She pushed them lower until they fell to his ankles and his youthful cock sprang free in a timeless display of potency and demand. When Allison's hand closed on his bony tumescence his girth made her gasp. She looked down to confirm the measurement of her hand and Bill looked with her, wanting to see the cock that only he'd held, in her feminine hand.

"Oh... my... God." Her whisper was filled with wonder and curious fear.

He couldn't believe how big her small hand made him look and the sight made the veiny shaft swell even more in her delicate hold. When she looked up their eyes met and hers glowed with a woman's sexual need he'd never encountered before, a need that he ached to satisfy as a man.

Allison shrugged the silk gown from her shoulders, letting it slide down her naked curves to puddle on the carpet. Meeting his eyes, she drifted to her knees and there she continued watching his face as she began exploring him with her hands. She measured girth with one while the other held and weighed his full balls. Fingers traced snaking veins while others circled the flared flange of his large glans. His expression told Allison she was showing him pleasures he'd never experienced before and the intensity of his arousal sharpened her desire to show him more.

Together they watched her slide the velvety outer skin back and forth over the bone within. A sparkling drop of pre-cum appeared in the slit of his circumcised glans and she leaned forward to catch it on the tip of her tongue, then sighed with its salty-sweet flavor. He groaned like a man tortured, his muscular thighs trembled and Allison wondered if she was the first to taste the promise of his fertility. She knew he was pulled tight as a coiled spring and that his first orgasm with her would result in a powerful ejaculation with little or no warning. When another drop of pre-cum quickly emerged she spread it around his smooth plum head with her fingertip, then the drops became a seeping flow.

She spoke softly. "You have a beautiful cock."

Modesty moved him. "Well, I..."

But Allison interrupted him. "Really... you're magnificently well-hung."

Her stroking adoration affected him profoundly. This beautiful woman who's been fucked by experienced men is lusting after my cock. Is this really happening...?

Already harder than any cock she'd ever handled, everything she did made him harder yet. His pre-cum ran down to his shaft, making him slippery in her stroking hand and the room filled with the unmistakable sound of slick sex. Allison's voice had a girlish quality when she whispered, "Your size scares me... but doesn't scare me away."

"Allison," he spoke in a strained voice, "you have to stop..."

She continued stroking him and gently cupped his balls in his other hand. "Why? Will you cum for me Bill?" Mischievously. "Will you shoot your gooey cum all over my face and tits like you dream of at night?

He moaned like a wounded bull. She stroked faster.

"Will you paint me with your jizz like I've dreamed of?" Stroking him.

Oh fuck. He raced downhill, out of control towards a cliff. "Uh..."

Allison saw his body coil. She kept stroking.

"Uh..."

She felt his balls draw tight and his cock swell.

"Uh..."

Stroking faster, begging him, "Give it to me Bill..." Taking him beyond thought.

"Uh."

"Paint me with your cum..."

"Uh."

Wantonly, "Give it to me..."

His body jerked in a powerful, eye-closing ejaculation that shot a cum-stream past her head. She struggled to improve her stroking aim and the next jet landed as a white ribbon from her forehead to her chin, the one after that shot into her open mouth and landed on the tongue extended to catch his gooey treat. Intoxicated by his man-taste she closed her lips on his head and captured the next spurting ejaculation in her mouth. It was more than she could handle. Jizz ran down her chin. Jesus... so much. Then she leaned back, thinking he surely must be done when additional spurts splashed one after another against her chest and tits.

When it finally ended... she looked like the final shot in a gang-bang porno. Completely covered with his youthful spunk. Fuck.

Allison felt his creamy warmth running down her face... and everywhere. He came so much... She tasted his gooey seed filling her mouth, felt it dangling from her chin, oozing down her chest and tits and dripping from her nipples.

Bill looked at her aghast. He said, "Oh fuck, I'm sorry." Jesus. I should've stopped. She's fucking covered. Then her sexy expression stopped him. She's not disgusted?

Allison smiled at Bill. "You came so much for me." She opened her mouth to show him it was full of his pearly cream, then closed it to swallow with a look of triumph. Her finger gathered some cum on her cheek and chased it to her tongue. "So much, all for me."

Embarrassed by the volume of his cum when he masturbated, Bill had even researched it on-line and learned his unusual volume had a name - hyperspermia. It was a dirty nuisance that he hated and always had to clean up and the one time he'd ejaculated with a girl she'd been disgusted by his "big mess" and kept saying, "Gross... Ugh."

Now... he'd cum all over Allison...

... and she wasn't upset by his cum.

She looked excited... and absolutely, fucking, gorgeous with his spunk running down her beautiful face and body. Fuck...

He reached down to take her hands and help her stand. One of her hands was covered in his cum, like so much of her. Moved by a sudden impulse, he gave that hand a lick as he helped her up.

Allison barely had time to register her surprise over so young a lover doing that, when he kissed her. It was a deep cum sharing kiss with messy spunk-covered lips. Oh. Surprise showed on her features when she looked at him... then they kissed again and embraced with her cummy tits smearing his chest. She adored the intimacy of cum-sharing, but it was something she'd done only with one very experienced lover.

Allison smiled and spoke softly. "Now you're a mess too."

Her reaction to his cum made Bill feel accepted in a way he'd never dreamed of. He leaned down to lick cum from her tits, then she licked it from his pecs.

She led him to the bed and pulled back the sheets before they laid down. They kissed and cuddled affectionately, quickly becoming sticky with his drying spunk.

"Do you want to stop and shower?" She asked.

"No." He said more forcefully than he intended, then asked, "You?"

"No." She agreed.

"I'm sorry I came so quickly."

"I'm glad you did." She smiled genuinely. "I knew you would. It's the story of every young man when he's with a new woman the first time." Then she remembered the kiss that started things off, found his eyes and said, "Bill, the way you kissed me... That first soft kiss..." She searched his face. "So experienced. Have you made love with a lot of girls? I thought..."

"No."

"You knew just how to kiss me... How to light my fire."

"I wanted to taste you, wanted to feel your kiss. That's as far as I knew how to go..."

"But you've had sex, haven't..."

He interrupted. "Not intercourse."

Allison was shocked. "Never?"

"Never." Embarrassment reddened his face.

Allison's look asked him to say more so he explained. "Word got out. I was necking with a girl in her parent's basement and had an accident. It was a mess and grossed her out and she told her friends and soon everyone knew and started calling me 'Buckets Bill'. Then a rumor went around that the volume of my cum broke a condom and nobody wanted to believe my denial and I decided the hell with it until I get to college.

They were lying on their backs, face up. He continued, "That's why I tried to stop. I knew I'd make a mess but you didn't let me stop." He turned his head to look at her and spoke with awe, "And you weren't grossed out."

Allison turned to him and gave him a very affectionate kiss. "I thought it was wonderful." She rolled face up again and said, "The problem with your peers is that you were a man among kids."

Then Allison suddenly rolled her whole body to face him. "Oh my God."

"What?"

"You're really a virgin?"

"Ya." His embarrassment and discomfort came to the fore.

"So... me?" She asked.

His expression said he didn't know what she was asking.

She said, "I'll be the first woman you'll feel your cock inside of? The first woman you'll pump that magnificent load into?"

"But I don't..." He started to answer.

Allison interrupted, "I understand you probably want someone younger and prettier. Someone who is special for you."

"I'd love it to be you." He declared. "I've fantasized about you since I was a boy."

His cock grew as they talked and he was bone hard again. Allison watched it thicken and stand and imagined it inside her. She imagined being the first woman to ever squeeze him with her velvety cunt, the first woman he ever made cry out. She whispered "Fuck..." in a raspy voice.

Bill interrupted her thoughts, "This is how I get every night... thinking about you..." He almost called her Mrs. Sanders again but caught himself in time and said, "Allison."

She remembered he'd been starting to say something else when she interrupted him a moment earlier. She said, "You were starting to say 'but... something' when I interrupted you. What Bill? But what?"

He quietly stared up at the ceiling and finally said, "But I don't know what to do." He turned his head to look at her. "Will you show me?"

"I'll show you everything." She said softly, then repeated in a whisper, "Everything."

His cock responded for him, shifting like it was sniffing the air, searching for the source of the sexy scents filling the room.

With her hand spread flat, she explored the firm contours of his chest and felt his nipples slide under her palms. The flawless feel of youth.

He kissed her softly but with a depth that eliminated any woman's reservation, then shyly asked, "Will you show me how to go down on you? I've read about the best techniques, but you'll have to tell me if they're working, if they feel good?"

When he asked, Allison was already a kaleidoscope of sensuality, feeling the stickiness of her cum glaze and slipperiness of their kiss, the tight inflexibility of his muscular chest and give of his young lips, and the tenderness of his kiss even as his hard cock pressed against her thigh. Then she imagined his handsome young face in her wetness.

She quietly rolled to her back and slowly opened her legs as they looked at each other. His eyes questioned and she said, "You have me dripping wet... waiting to feel your mouth."

When he moved between her legs and carefully lowered his head Allison was taken anew by his unmarked youth. So handsome and virile, and so hungry to taste me. Fuck...

She said, "Forget everything you read about technique." Then she spread her legs wider and said, "Look at me Bill." He moved his face closer and Allison felt her body respond to the look of wonder on his face.

His whisper was enthralled. "You're starting to open."

Allison spoke softly. "The way you're looking at me is doing that." She loved watching his features as he studied her. "You're making me wet... for your cock."

He stifled a groan.

"Making me wet for your kiss."

He met her eyes then and she said, "Kiss me there with the curiosity you had when you first kissed my mouth."

He moaned softly before kissing her smooth inner thigh... a feather-soft kiss there that she felt in her soul. Blood warmed her labial folds and Allison knew they'd soon be puffy, fully open to show her young lover the pink treasure within.

He kissed her legs, inching closer to her folds and gently pushing her legs apart until they were unnaturally wide. She laid back with her face looking up and felt exquisitely exposed to his youthful curiosity and wonderfully powerless to resist it. He's right there...

"Allison," A throaty whisper from between her legs. "God... your pussy is beautiful." His breath brushed moist lips that had become so sensitive she felt her heart beat in them. Will he touch me first with his finger or tongue? Need trembled her folds until finally the very tip of his tongue touched the outer edge of her most prominent petal and traced its length, from where her clit still hid, to her taint.

Allison gasped softly, "Oh my God..."

Bill moaned with his first taste of her on that most receptive part of his tongue, then he followed her puffiness back to the triangle of her trimmed bush. As he continued sliding his tongue through her folds she felt her body opening to him. I'm going to drip. She heard him inhale the scent of her sex, then stroke the inside of her lips with his tongue. He continued licking, moving a little deeper with each pass until his lips were pressed against hers and he was French-kissing her cunt with his tongue exploring her inner hole. She felt his hunger for her and murmured, "Oh... fuck... That feels so... fucking... good."

He moaned with pleasure.

She purred, "Eat me Bill."

She felt her taste and sex-laden scents excite him as he savored her texture and slipperiness. Her very essence as a woman aroused him as she'd never affected another man. It was as if other men had touched her with a goal - to get themselves off or get her off - where Bill's only desire was to experience her in every way he could. Everything he wants. She was defenseless. Any way he wants me.

Bill leaned back to discover more of her with his fingers. He softly spread her lips to see her pink insides. "God... you're so lovely. So wet and pink."

It was her turn to moan.

He slid a curious finger along the slick inside of her opened labia, then impulsively captured one of the fleshy petals in his mouth and gently suckled it.

They both moaned.

When he explored the slipperiness inside and teased at her inner hole with a finger she arched her back to push onto him and he responded by sliding his digit into the tightness of her velvety sleeve.

"Oh fuck... Bill..." Allison squeezed him shamelessly. That's his finger... what will his cock feel like?

He couldn't believe the heat inside her, how slippery she was and the sexy way she squeezed him. Will she squeeze my cock like that when I'm inside her? Holy fuck... will I really have my cock inside her? She squeezed him again and her arousal from what he was doing heightened his excitement and hardened his desire to make her body respond.

Bill's curious attention moved to where her clitoris was peeking out. He gently pushed her hood back and whispered, "Allison."

"Lick it." She replied as softly. "Lick my clit Bill."

He did.

"Oh God!" She hissed. He has me so close already. Her back arched to push her slippery pearl closer to his flicking tongue. "Like that... oh fuck yes, just like that." When he added a finger inside her tight hole she panted, "Yes... Yes... Yes..." with every finger frigging probe.

Bill knew he was getting her there and his focus changed from exploring her to making her cum. For him. He had to. He wouldn't be deterred, couldn't be stopped. He knew they'd passed her surrender point. This beautiful woman I've dreamed about is... It felt like her swollen clitoris was quivering under his stroking tongue. Right there... I have her right... fucking... there... His need to make her cum overpowered him. He closed his mouth on her and sucked little pulses on her excited bean.

Allison's back arched and her hands went to the back of his head. She gasped and jerked with each demanding suck and Bill increased his tempo. Her jerks grew more powerful. When she fisted his hair and pressed him tighter to her cunt, he responded by sucking more sharply and when she shrieked he thought he'd gotten too rough, then felt her back arch and hips jerk in surrender to an orgasm that burst from within and ripped through her in waves that rippled her limber body.

Bill thought each pulse of her body was the most wonderful thing he'd ever experienced. She came. Fuck... Mrs. Sanders came for me. He'd stopped suckling but didn't pull away even after Allison removed her hands... then he tasted it. Her flavor changed, her juices got milkier, there was more and Bill thought he was tasting Allison's cum. He moaned. His tongue moved gently through her slit as he sought more of her release until she shuddered again with a smaller... yet even sweeter after-climax.

As her 'O' gradually passed, he sat back on his heels so he could see all of her. Her eyes were closed, her breasts rose and fell with deep breaths. Her upper chest blushed pink from her orgasm and her skin had a thin sheen of sweat. His voice was a raspy whisper, "So fucking beautiful." He leaned forward to kiss the warm blush on her chest, kiss her neck, between her breasts, then both nipples and each soft kiss made her shiver. Then he kissed her fully on the mouth to share the rich silkiness of her cum. Allison was savoring the taste of her satisfaction when he whispered, "I'll never have enough of you."

She drifted in a mindless post-orgasmic haze that heightened his every touch, but rendered her unable to reply or even open her eyes and she knew that was ok. She felt his weight settle on her and it felt wonderful. I never orgasmed so intensely before. How'd he do that? When she finally opened her eyes to confirm it really was her best friends' son she was with, she saw him looking at her with a smile. Damn, he's beautiful.

He said, "I'll never forget that." He brushed some strands of hair from her face and added, "Never forget anything about it. Thank you."

"Bill, you were wonderful." She said it so sincerely that he knew he was. "That was the most incredible orgasm of my life."

"Mine too." He said. They kissed.

His gaze followed his hands as they wandered her body like he couldn't stop touching and looking at her.

She met his eyes. "You made me cum like that Bill. You've really never done that before?"

"No. Now I can't wait to do it again."

"You're gonna drive those college girls wild because they've never been licked like that." She smirked and added, "They'll be lined up."

His wandering touch made the bliss of her orgasm linger but his hands stopped moving so she'd listen when he said, "I just want to do it to you again Allison."

Their eyes met, then held until he asked, "Is this a one-time thing... I mean us, being like this?"

"I hope not." She answered in a soft voice. "I said I'd show you everything." Then she flashed a sexy smile and added, "There's a lot to show you."

As they lazed in her bed with the sun shining through the open sliders, Allison realized she was hungry. God, with a young man's appetite he must be starved. "Bill."

He looked at her.

"Have you ever eaten fruit, in bed, with a naked woman?"

He acted like he was searching his memory. "I guess not?"

"Will you get it for us?" She smiled saucily, "it's your fault I can't move yet. Jelly legs."

He climbed from the bed and started to pick up his shorts when she said, "You don't need those. My back yard is private." As he started walking towards the sliding doors she added, "Besides, this way I get a marvelous view of your sexy ass." He smiled and seemed to put extra flex in every step... and watch she did. Fuck... muscular... dimpled ass cheeks... above corded thighs. Muscles she imagined driving his cock into her until he filled her with his impressive load.

When he returned carrying the fruit tray his stiff cock bobbed below it with every step. Allison smiled, "Are you always hard?"

Bill's answered seriously. "Always... around you." He paused as if considering whether to say more, then added, "For years."

Allison felt sexier than she ever had in her life. And with this handsome young man less than half her age, she felt young, playful, and shameless as a teen.

They dug into the fruit like laborers on a short lunch break and when he got a drop of juice on his cheek she cleaned him off with her mouth. In minutes the fruit was gone, he moved the tray to her dresser and they laid back.

Emptied of worldly concerns by her orgasm, Allison drifted into a shallow near-sleep on her back.

Bill lay on his side watching her in wonder, still wanting to pinch himself. He loved the pause, so he could look at her. Lovely, peaceful face. Fragile neck and smooth upper chest. The full soft breasts of a mature woman rising and falling with each breath, topped by large areolae and prominent nipples. The softness of her belly above her mound and trimmed bush. Her soft folds and the delight within, thighs impossibly smooth and slim legs leading to cute feet with girlish painted toes. Then he thought, and we ate in bed like kids on a camping trip.

She felt him looking, knew he was caressing her with his gaze. Then she felt his hand, softly on the side of her face, just like that first time he kissed her. He kissed her again, soft... like the first time... and this time it was even more overwhelming. She opened her mouth and her tongue searched for his. She pulled him into her with the kiss and urged him to roll onto her. When his weight was on her he took charge and plundered her mouth with hunger. His legs were between hers, his soft balls nestled in her folds, his hard shaft pressed against her clit and mound. He started cock-sliding her slit and Allison realized she was about to be the first woman his impressive young manhood would ever be inside. The first lover of his life... She felt his plum-like glans against her soft belly. Will he reach that far inside me? Will he be so forceful in his young lust that he injures me? Surprisingly, her fear made her hornier. Her arms went around his back.

He broke the kiss and had his mouth at her ear. "Allison." In a voice raspy with arousal.

She silenced him by again finding his mouth with hers and giving herself to him in a way that told him she was his. She paused the kiss only long enough to say, "Fuck me."

He moved lower and spread her legs with his. She wrapped her legs around his muscular ass to open herself and encourage him as he made himself slipperier in her folds. He worked his glans into the wet embrace of her labia and guided with his hand until his head found her inner portal. The way inside her. Oh... Fuck... It's really going to happen. He pushed carefully. Her hole resisted his unusual girth.

I have to be inside her.

Allison encouraged with her legs. Her fingernails found the flesh of his back. Her opening gave more but still resisted.

I have to feel her squeeze my cock like she squeezed my finger...

Allison's legs tightened around him. Her fingernails bit. She said, "Fuck me" and elevated her hips. "Fuck me with every inch of your beautiful cock."

Bill grunted like a rutting beast and forced the big head inside with the power of his thighs.

Allison cried out when her opening gave way, then pulled him deeper with her legs. She swooned as her insides stretched for his slippery plum and veiny bone, and when she thought she had no more ability to give way his inexorable penetration continue taking. She was afraid of tearing and excited by the stretching sensations until she felt his fleshy glans push against her cervix. Breathless. Impaled on the full girth of his heat, Allison knew Bill's virgin cock had forever changed the dimensions of her cunt and sexual soul.

He marveled at the heat enveloping his cock. Then it hit him. Fuck... I'm inside Mrs. Sanders. When she tightened her pelvic muscles to squeeze him, he didn't want to ever move again.

Allison's whisper was breathless, "All of you... inside me." She relaxed her arms and legs, then squeezed his cock again and gave voice to her need. "Now fuck me." Bill withdrew until only his flanged glans remained inside her, then slowly pushed inside her again as she tightened her hold around him. His thighs corded with desire to release the full measure of his lust but knew he couldn't. His cock was so hard he could injure her. Hell, he felt like he could penetrate a wall and was bigger than he'd ever been. But then this woman he revered, dug her heels into his ass cheeks, sunk her fingernails into the muscles of his back and demanded, "Give it to me Bill. You've stretched my cunt with your bull cock, now destroy me."

Bill snapped. He drove into her with primal demand that made Allison cry out in surprise and pain. She held him as if she wanted his thickness to forever be part of the cunt it filled so perfectly... then spurred him for more.

He pushed up on his arms to watch her as they fell into a coital rhythm he knew without ever having mated. Her locked ankles moved to the back of his muscular thighs and her hands gripped his ass cheeks. Allison's eyes opened and in their brown depth Bill saw her need for more. He thrust harder. Her beautiful eyes sparkled and she squeezed his ass every time their hips slammed together.

UH

UH

"Fuck me Bill."

UH

"Fuck me..."

UH

"Allison..." he struggled to speak, "you're so fucking beautiful."

UH

She glanced down and saw his impressive shaft sliding in and out of her, shiny with her slutty juices. "Look..."

He did. "Fuck..." The reality hit him. I'm really fucking Mrs. Sanders... I'm calling her Allison like a girlfriend... and she's loving it, all of it. Holy Fuck...

The view of his length sliding in and out of her wet hole excited them even more. The way it glistened with their sexy slipperiness, the way her lips clung to his veiny thickness as he withdrew and then seemed to kiss every inch of his penetration was like watching their hunger for ever more intensity. When his youthful exuberance caused the big head to pop out, her horny hole gaped slick and inviting until he plunged into her again and she cried out, "OH..." His hardness makes that possible.

Thinking he'd hurt her, Bill froze, but Allison's eyes flamed and she squeezed him inside her. She rasped, "More..." and he plunge-fucked her again with vigor that bounced her head on the pillow and forced an "Oof" from her open mouth. She hissed, "Yes." and gripped his ass with urgency that stripped away what little self-control Bill still had. The sight of each bruising impact rippling through her tits and soft parts made him increase the force of the next and he quickly fucked past the point where he had the ability to stop.

Allison loved his youthful abandon. It swept her away as the measured attentions of a mature man never had. He's wild with lust... for me. She surrendered to his breeding need like a young female hot with fertility but encouraged him like the experienced woman she'd become.

"Cum for me Bill."

UH

"Inside me..."

UH

"... that whole magnificent load that you covered me with..."

UH

"... inside me." She felt her dirty talk make him harder, and both of them hotter.

AH

His ass cheeks tightened in her hands, his thighs hardened and his entire being pulled tighter. His penetrating thrusts became more deliberate.

AHH

AHH

Allison knew it was about to happen. What will his ejaculation feel like... and his volume? She muttered, "Fill me." He'd fucked her onto the ragged edge of an orgasm that she struggled to hold off so they'd cum together, but she was slipping. Her strain was audible when she urged, "Now."

AHH

Desperately begging, "Fill me with your seed."

He drove to her center like he was trying to pierce her soul... and stayed buried.

UHHH

With his woman truly impaled, his manhood pulsed so powerfully they both jerked in response and Allison released the orgasm she'd been holding back. "OH..."

He grunted, took a partial stroke and pulsed again. A rutting beast who wasn't done.

Allison felt his young potency jet into her own release and moaned, "Oh God... "

He took another reloading stroke before grunting his next ejaculation.

She knew there were more to follow and clung to him with her arms and legs. She held him in her bruised cunt and rode her rapture until he was empty and freed of the primal demand to breed. A virile young male... now forever changed by mating with a female he'd chosen.

Allison was gasping for air. She whispered, "Fuck..."

He'd collapsed on her, breathing heavily. He kissed the side of her face and her neck below her ear and nuzzled her hairline. He continued with wet kisses to her upper chest where she blushed from her orgasm, suckled her turgid nipples, and then kissed her on the mouth. The kiss was different from those they'd shared before. It carried a subtle, yet unmistakable boldness.

Ending the kiss, he spoke softly, "Allison."

She opened her eyes to his with their faces almost touching.

"Allison, I..."

She touched two fingers to his lips. Her expression said they didn't need to talk yet. She shifted under his weight to get more comfortable but made no move to release him from her encircling limbs. She flexed her pelvic muscles to squeeze him inside her.

He whispered, "Fuck..." then rested his head next to hers.

Her Kegel-squeeze pushed a gush of jizz from their coital knot. It oozed out around the base of his cock and dripped from his emptied balls. Some ran down her taint. Even fully spent, Bill managed to answer her squeeze by flexing inside her.

She quivered. God... he feels good in me.

He couldn't remain silent and spoke softly with his mouth next to her ear, "Allison... I've dreamed of this... so many times, but never dreamed you would feel so wonderful."

She didn't have words yet. "Mm."

She squeezed him again and he flexed.

They were positioned in a way that they couldn't see the other's face, but somehow felt the quiet smile there.

Against her bosom she felt his heart beat. The strong, deep beat of an athlete, now at rest.

He felt her breathing, soft as the breasts his chest rested on. She's... fucking... beautiful.

Through the open patio doors they heard the sounds of a summer afternoon, birdsong, the drone of a passing bee and children playing in the distance. The beautiful day was the perfect frame surrounding new lovers, in the soft quiet of Allison's bed.

~~~

Author's note:

Thanks for reading. Appreciate your ratings and feedback.

I might make this a multiple part story, if you want more of their age-gap summer together. As Allison said to Bill, "there's so much to show you."

MP