Sylvia, Jenny’s neighbor sat quietly as Jenny cleaned off the glass dining table and explained of changes she needed to make.

“At first, when Ben started visiting, I enjoyed getting the sex I needed and I didn’t feel very guilty because he was enjoying it. But as I began to feel the need to “make” him to things, rather than let him, a strange feeling of power came over me and then I started feeling guilty about the sex and using him.”

“Then why don’t you just ask him if he’s okay with what you’re doing?” asked Sylvia.

“Oh, he’s okay with anything sexual with me. He’s a seventeen-year-old boy, remember?”

“So what are you going to do, Jen?”

“It so happens that having been more aggressive with Ben has given me the confidence to try to work my husband into doing things more my way. This last weekend I tied up David and teased his cock until he agreed to eat me. I was so excited that I came almost as soon as I sat on his face. He begged me to untie him and when I did he fucked me so hard I came again before he did. It was the best sex I’ve had since our wedding night. But he loved being tied down, so I think we’ve turned a corner and can start experimenting with what we both like and need.”

“So what happens with Ben now?” Sylvia asked, smiling into her coffee cup.

“I’ve got to let him go and to get on with his life, his sexual life, on his own. I really don’t need him anymore and I think he’ll be okay.”

Several minutes later as Ben had joined Sylvia and Jenny at the dining table, he listened not quite intently as Jenny reiterated to him what she had told Sylvia. But Ben’s mind was in a wandering mode. Looking at Sylvia’s cleavage in her tight blouse, he wondered if she had small or large nipples. He wondered if she had a boyfriend, because everybody knew she had been divorced for months.

And he wondered, looking down through the glass top of that dining table if Sylvia knew that he could see a lot of her legs up her skirt. He noted that while Jenny was slim, Sylvia’s body was much more curvy, especially her legs. He wondered if her pussy would taste the same as Jenny’s.

His mind was diverted as Jenny placed a hand softly on his shoulder and asked, “Do you understand; are you okay with that, Ben?”

Having caught a word here and there, Ben got the drift of what she said; that he didn’t need to come over anymore but that they could still be friends.

“Yes, ma’am, I’ll be fine,” he answered confidently. “There are a couple of girls I want to ask out, so I’ll be okay, and I really appreciate everything you’ve taught me.”

Relieved, Jenny smiled, “You’re welcome, Ben, and I appreciate your helping me in a difficult time in my marriage.”

Shortly thereafter as Ben was leaving, Sylvia came up beside Jenny at the front door. “You know, I might as well get going, Jen. I have a ton of chores to do. I’ll talk to you later.”

As soon as Jenny had closed her front door, Sylvia caught up with Ben and tapped on his shoulder to get his attention. “Ben, I could use a little help today with some things I have to do; would you care to help me?”

“Sure, Miss Sylvia. I’m all yours, just lead the way.”

As they walked towards Sylvia’s house, Ben kicked the dirt, looking down and said, “You have pretty legs, Miss Sylvia, I… um… saw them under the table a while ago.”

Sylvia’s heart jumped inside her but she tried to sound surprised. “Ben! You could see up my dress?”

“Yes, ma’am, and I really like your legs,” he said, more confidently.

They had reached Sylvia’s front door and she held it open for him. “Maybe if you have the time, I’ll let you see more of my legs,” she said.

“Yes, ma’am,” said Ben quickly. “I’d like that a lot; would you consider letting me lick you, too?”

Sylvia was beside herself with glee. “As a matter of fact, Ben, I do need some attention down there, and I’ll teach you the way I like it, if you want to learn?”

“Yes, yes, I would, Miss Sylvia. I love licking a girl down there, just tell me how you want me to do it!”

Sylvia took him directly to her bedroom. “Sit down here on the floor by the bed while I undress and you can look up my skirt some more,” she said. She reached under her skirt and pulled down her panties and took them off.

She stepped close and stood over him as he sat on the floor, straddling his shoulders. She draped the hem of her skirt over his head as she took off her blouse and bra. She could feel his warm breath on the inside of her legs.

“Like what you see, Ben?” she teased.

“Yes, ma’am, it’s very sexy,” he replied. Ben noted that she had a lot more pubic hair than Jenny. It was dark and thick, and Sylvia’s thighs were thick and rubbed against each other when she stepped away and took off her skirt.

“Take your pants off and lie on the bed and I’ll teach you something new,” Sylvia said.

On his back on the bed, Ben was not surprised when Sylvia climbed up and lay on top of him in a sixty-nine position.

“Just do what you like to do, and when you need to come out, just squeeze my butt,” she said.

Ben pressed his face into his favorite place and Sylvia’s fleshy thighs and buttocks closed in on him. He held his breath as he had often had to do with Jenny and his tongue teased Sylvia’s clitoral hood, tempting that little pearl to come out to play.

Sylvia wasted no time working on his cock, taking him to full erection with her mouth and hands by the time Ben had squeezed her butt cheeks. She worked his cock even harder, stroking faster, sucking the tip and moaning on it. Hands squeezed her cheeks harder with purpose and she ignored them, licking the tip of his cock.

She stroked him furiously, trying to get him as aroused as she could as his fingers dug into her ass and he moaned into her flesh. She released his cock, opened her legs and rolled off of him.

“This is how I like it, Ben, it’s called 'tease and denial.' I try to tease you but not let you come until I do, and you try to make me come while I smother you.”

Without delay, she rolled back on top of him in position and began stroking his shaft and sucking on the tip of his cock. She felt his tongue swirling around her awakened clit and she squeezed her legs and ass tightly against his face. She watched his cock turn purple, much quicker than she had expected, and she squeezed the head, then licked off the sweet drops of his precum.

She knew he would try to make her come because he already needed release, but her strokes were long and slow on his aching cock. She watched the tip pulsing as she felt his tongue darting in and out of her sopping pussy. His hands clutched her ass and squeezed firmly, as if to signal urgency. But she merely slowly sucked the tip of his cock, sliding her tongue on the underside, reveling in the feel of his throbbing cock on her tongue.

When his fingernails dug into her again and he barely had breath to moan, she let go of his cock and rolled off him again. As he was gasping for breath, she said, “This is what I really like, Ben, to tease you and smother you, and when you’re out of breath and can’t get breathe, that’s when I want you to come.”

Then she promptly rolled on top of him again and worked his cock with her mouth, taking it deep in her mouth while she gently fondled his balls. Her saliva coated his shaft and she licked at the tip of his cock, teasing it as she tickled his balls with her fingertips.

Ben’s tongue was having the desired effect on her clit, but she was not quite ready to come. As his tongue slashed across her hard clit, she gripped the base of his cock with her fist and waited. She watched the veins in his shaft grow dark and pulse with his need for release. She was so close…

Then came the frantic squeezing on her ass and she smiled. “Soon… very soon, Ben,” she said softly, obviously to herself, for his ears were imprisoned by her soft flesh.

She knew how badly he needed to come, but that he needed to breathe even more. THIS was the type of control she needed, different than what Jenny wanted. Given enough time, she would teach him how to come every time she smothered him, and she would make him come on demand. And that would satisfy her as much as Jenny was satisfied in dominating him.

One again she abandoned his aching cock, watching it wiggle in the air in front of her face as she rolled off him. As he sucked in huge gulps of air, his chest heaved.

“Do you like what I’m doing to your cock?” she asked.

“Yes, ma’am, it feels really good, but…” His answer was cut short as she rolled her body on top of him again, cutting off his sentence and his air supply. She gently cupped his balls in one hand and used her lips to torture the tip of his cock. She spat on it, gently sucked it and hummed on it for maximum effect. She could feel his balls stirring in her palm.

Ben would have screamed into her flesh, but he had no breath to do so. The weight of her legs and ass on his face left no room, not a crack to get any air. He was aware that his cock was at the point of no return and yet he had a more serious problem; life itself. He abandoned hope of licking her clit to orgasm and just sucked it into his mouth in one last attempt to make her come.

Sylvia could have come long ago from the wonderful sensations his tongue gave her. She knew he was probably choking on her juices as he held his breath. Holding the base of his cock in her fist, she squeezed it and yelled so that he could hear, “Come for me, Ben, COME NOW!”

As if on demand, his cum oozed from the tip of his swollen cock, dripping down the side of his shaft. It was just what she needed, and she came, flooding his mouth with his first experience of a liquid orgasm. Then she got up on her knees but still holding his cock and licked his cum off his shaft, then gently sucked him, taking his shaft into her mouth right down to the base.

Ben gasped with relief, moaning with the pleasure of his orgasm and the warmth of her mouth as he thought about the new taste in his mouth. Just when he had come, he felt he was going to pass out, but the feeling of being completely smothered by Sylvia’s body actually excited him.

When she was done playing with Ben’s cock, Sylvia sat down next to him on the bed and asked, “What did you think of that, Ben?”

“Actually, it was pretty scary,” he said, “but pretty exciting at the same time.”

“I can teach you how to really enjoy it, even more, if you want me to,” she said.

Ben thought about it, considering how exciting it was to be buried in her pussy and feeling what she did to his cock and answered, “Could I come over again tomorrow?”