Although I had turned eighteen a few months back, I was still living at home. My father had left when I was young, and I lived with my mother all of these years. At times it was a struggle, but she always found time for me, and more importantly - took care of me, making sure I had everything I could ever want. She had a great support around her also, lots of friends - many of whom were of the female variety, and several were quite hot for their ages, which were similar to my mother's.

There were days she would invite them over for a ladies' night of drinks and talking about things going on in their lives, and for the first few hours I would be around; listening to some of the things they said before I was shuffled off to bed and the real action and discussions would begin between them. But, in some way I was sneaky. A couple of times I would sit at the top of the stairs, listening in to their conversations. Talking about guys, and quite a bit of talk about sex. Of course, hearing this at a youngish age made a little impression on me, and some nights I would lie in bed with an erection quickly building as I closed my eyes, imagining being surrounded by these beautiful, hot women and fucking them. All while I would stroke my cock until I ejaculated under the covers. It made a mess sometimes, and I'm sure left a few stains but my mother never brought me to task on the issue. She knew I was a growing boy, and needed as they called it - my 'alone time'.

I was still a virgin at this point, as I found myself very shy around girls and often kept to myself. A few of my mother's friends would speak to me, and I returned in kind as I saw them as more a family than girls - or, in truth, women at their ages. One of my mother's friends was Juliet, a pretty lady in her late thirties. She was single at the time which was a surprise since she had an amazing body, or maybe that was just me being a horny teenager and the way I saw her. Juliet lived next door, and always seemed to pop in to borrow a few things, as well as spend time with my mother.

On one Saturday morning, I woke up to find my mother had gone into town to do a bit of shopping and left me in my bed. It was only mid-morning when I awoke, and went downstairs in only my boxers and nothing else. After pouring myself a glass of orange, I went into the living room where I looked out the back window and saw Juliet hanging out her washing. The fence between our back yards was pretty small as we were quite close neighbors. It wasn't just a few blouses, skirts but also her underwear I noticed hanging on the line; lace bra and panties, see-through skimpy underwear. She would lean up to place the pegs on the line in her low-cut blouse as she turned to bend over, wearing a short denim skirt. When she bent over, the skirt rose a few inches over her muscular, yet firm shapely legs and exposed just a peek, a fraction of her pink panties and her snatch. Of course, immediately my cock sprang into action before I could do anything. My boxers were being pulled in every direction as my erect penis was searching, almost digging its way for freedom of the flap out front. I continued watching her heaving bosom as she leaned up to the line, and the view of her panties as each time she bent over - almost as if she was giving me a free show of what she had to offer, but I don't believe she was aware I was staring at her.

"Stop," I told myself, as I stepped away from the window and towards the sofa. I sat down, drinking my orange but the images of Juliet were still playing in my mind like a video on continuous loop. My cock was desperate to break free and be played with, and as much as I knew it was wrong - the temptation took over me. After placing my orange onto a nearby table, I unbuttoned the flap of my boxers as my cock leaped to freedom. It bounced around in the cool fresh air, as I grasped a hold of it in my hand. I leaned back, closed my eyes and thought of Juliet. Of course, like I mentioned - this wasn't the first time I'd thought of her as I masturbated, as I stroked my cock up and down. The piece of flesh pulsated between my fingers as the foreskin slid back and forth around hardened meat within.

Unfortunately for me, I was unaware that Juliet - after finishing hanging her washing - had decided to pay us a visit as she stepped into our back garden. She peered through the back window and saw me on the sofa, my cock in my hand and giving it a real good go of stroking it up and down, faster and harder with each thrust. She had a wicked smile on her face - a plan she had just conceived, as she entered through the back door and sneakily into the lounge where she drew closer to my position. The carpet hushed her approach, as I continued masturbating, harder, faster, my vocals adding to the rush of what I was experiencing.

"Oh God... Oh fuck... yes!" I called to myself softly. Until...

"What ya' doing?" I heard in her soft, female tone.

I jumped out of my skin. My heartbeat leaped from my body and hairs stood on end as I opened my eyes to find Juliet stood a few feet away, watching me jerking off. I had no idea if she knew I was jerking off over her, and at this time it didn't matter. I was disturbed, embarrassed amongst everything else running through my mind. I tried to cover my cock, with both hands as it tried to slip free and expose itself to make me feel more ashamed of what I was doing.

"I'm sorry!" I blurted out, my cheeks turning red. "I shouldn't have been doing it downstairs!"

"Don't worry about it!" Juliet exclaimed. "There's nothing to be ashamed of. All guys jerk off," she told me, with a sweet smile on her ruby red lips.

"I know but, you're my mom's friend. Oh God, please don't tell her. She'll go nuts if she hears what I was doing and you caught me!" I called out in a disturbed, fearful tone.

"Don't worry sweetie, I'm not gonna tell her. It'll be our little secret!" she said.

She stepped forward, and sat next to me. My whole body was still running circles, my inner parts felt like hurling but held it back. "Can I look at it?" she asked.

"What?" I said in surprise.

"Can I look at it. Your cock. I only saw a little of it, but it looks like you have a nice cock," she informed me.

I was a little hesitant, but slowly I began to remove my hands. My cock was still hard, erect and standing to attention as much as I had tried to think of anything else but sex and make it flaccid.

"Mmmm, you do have a nice cock, sweetie. Would you like me to help you?" she asked.

I was unsure of what she meant, and without even much thinking gently nodded a yes to her. She smiled, as she took my cock in her hand, and began to gently stroke it for me. Up. Down. A soft grip, not too tight at first. She even licked her hand to give it a bit more lubricant as she began to stroke me a little faster.

"That feels better now, doesn't it, sweetie. My, you have grown a lot since we first met," she said.

The feel of her warm, soft hand caressing and stroking my cock cast me under a hypnotic spell. I was unable to speak, let alone hardly react to what she was saying to me. Her hand gripped a little tighter.

"Let's pick up the speed a little shall we?" she said, as she jerked my cock harder, faster. "Tell me when you're close sweetie, I don't want to make you cum yet!"

What did she have planned? I had no idea, but fuck did it feel good and I couldn't really care right now as my cock pulsated in her grasp.

"Oh God... I think I'm getting close!" I said as I could feel a rush through my body. She stopped. Immediately. I opened my eyes and looked at her as she removed her hand from my cock. I was uncertain what had happened. Did I disappoint her. Wasn't she happy anymore to help me.

Juliet turned to me, as she raised her blouse and lifted it up over her head. It exposed her waist, the soft flesh of her upper body and her heaving bosoms in a black bra. She then reached behind, and unclasped her bra as she gently lowered the straps and then removed it. Her breasts were amazing. The first real pair I had ever seen in my life. Soft. Perky. Large areolae with a small, yet perfectly erect, hard nipple on the end. She reached over to me, and gently eased my head down towards her chest. It took me a moment before I realized what she wanted from me. She wanted me to suck on them. To taste, lick and enjoy my first real breasts.

As I got within inches, my tongue protruded and the wet tip connected with her nipple. I licked it, around and around as she took my hand and brought it across to feel her other exposed breast.

I gently squeezed. Fuck they were so soft and wonderful to squeeze. My tongue circled around her nipple, wetting her areola as I then began to take it into my mouth. I began suckling, softly, gently upon her breast. I could hear the soft moans from her lips over my head. Her hot breath drifted down across my neck, down my spine as I suckled on her tit as if I was a baby all over again. My other hand was still squeezing, rubbing, playing with the other half of this beautiful pair of tits offered to me. I pulled away, the wet saliva from my mouth leaving a trail on her breast as I moved across. I squeezed the breast in my hand and shaped it so it would slide between my lips and sucked it on it, hard and deep. The sound of my sucking her tits was matched only by her moans of sexual tension she was feeling herself by my touch, my hand and more importantly, my lips sucking her tit.

After taking several more turns, suckling and playing with each of her breasts, she gently eased me away as she rose to stand in front of me. She unzipped the back of her skirt; as it slipped down her thighs to the ground, she kicked it to one side. Her black panties covered the snatch of her pussy. I stared at it intensely for several moments as I noticed a wet patch had formed on her panties. She turned fully, showing me the sweet perfect ass cheeks as she stopped for a moment, and bent over. Her ass was almost in my face as the string of her panties barely covered her asshole. She leaned back up and turned back as she took hold of the string at either side and slid her panties off. They dropped down to her ankles, and she spread her legs wide, pulling her panties at length as they were caught between. I looked down to see the wet patch on them, before my eyes diverted upwards, across her shapely legs - up her thighs to her wet snatch. A small runway of pubic hair framed her pussy lips, which were fully exposed to me now.

She stepped to the sofa, at the side of me. One foot rose in the air, as it stepped down on the arm rest and she spread her legs for me. She took hold of my head and eased my face towards her snatch.

"I want you to taste my pussy, sweetie. Lick it, slide your tongue inside and lavish all that wet juice that I made for you!" she told me.

I didn't need any second opinion on that matter. From the moment I saw her pussy, I wanted to see what it tasted like. I wanted to lick and feel inside.

The musky sweet aroma of her pussy drifted towards me as I drew closer. I drew my tongue and rode it across her pussy lips. It licked in an upwards motion, over and over as she moaned with excitement at me licking her pussy. Her juices trickled down onto my tongue from her swelling pussy, as my tongue spread her lips apart as I continued to lick it. She eased my head further forward, almost burying it into her snatch. With it, I slid my tongue deep inside of her cunt. The sweetness of her juices splashed onto my tongue as I took it in with each thrust. My tongue worked wonders inside, sliding around like a roller coaster with little direction. Around. Up. Down. Left. Right. Any direction I could make it turn, it turned inside of her wet cunt. I could feel her juices spreading onto my lips, around them and to my chin. But I didn't care as I enjoyed this wonderful taste inside.

I eased away as she looked down at me. Her eyes melted me, as she appeared to wondered why I had stopped. But now, I wanted to try something. I took a finger and gently eased it between her swollen pussy lips, and into her tight wet cunt. I slid it, in. Out. In. Out. I wriggled it around in every direction possible while inside. It appeared from her groans of ecstasy and heavy breathing that I was hitting all the right spots. I added a second finger, as two begin to play inside of her wet tight pussy. In. out. Thrusting. Fucking. Deeper with each push I could penetrate inside. Picking up pace as I went faster. Faster. Harder. Deeper. Faster. Her groans grew more, as her one hand squeezed and played with her own tits. Pulling at her nipples and releasing hold as it slapped back. Her own hips buckled, riding the two fingers that thrust inside of her cunt, over and over.

"Oh God... I wanna fuck you, sweetie. I need to. Now!" she called out to me, as she pulled my hand away.

She pushed me back as I sat on the sofa. She stepped across, and straddled my position. At first she sat upon my thighs, as she leaned in and kissed me, licking all the wet pussy juice from my lips and around my chin. My own hands were playing with her tits all over again. I couldn't get enough of them. Squeezing them. Slapping them slightly. Pulling her nipple as she showed me, and appeared to enjoy.

She then rose a little, as she reached down and under her cunt. She grabbed my cock which was still rock hard and moved it into position. I could feel it as the tip slid against her wet pussy lips. Back and forth. Then, she lowered her body down as my cock plunged into her tight cunt, isappearing from sight as it penetrated her. Every inch of me was swallowed inside. I could feel it grasping a hold, as if not wanting to let it go inside. It was warm. Wet, but mostly I remembered it being cozy and warm. A wonderful feeling that even myself didn't want it to pull out from.

Her hips began to gyrate, as she began to fuck me. Rocking gently at first as I could feel my cock sliding around inside her tight wet cunt. My hands grasped on her hips, as I helped her gyrate around, over and over before she began to ride me. Up. Down. Up. Down. She leaned forward as her hands grabbed the backrest of the sofa. Her breasts heaved in front of my face as I took her tits back into my mouth and began to suckle on them again. Occasionally it would break free, and one or both would gently slap me in the face on my cheeks as I grappled to catch it with my mouth once more and eventually got my bite and sucked again on these beautiful soft tits.

She picked up pace, and I could feel my cock pulsating inside of her. The sound of her ass slapping on my thighs as her sweet cheeks bounced down hard on them, before rising and slapping down again with each thrust of her hips. "Oh fuck sweetie, this feels wonderful. Keep going sweetie. I want to make you cum for me!" she whispered to me in my ear, her warm breath blowing upon me accompanied by her groans of pleasure. The sound of her alone was driving me insane, and causing my cock to throb uncontrollably inside of her. Her body rose, up and down. Up and down. Harder and harder. Her tight wet cunt tightly grasped onto my cock as it slid in and out of her warmth. My hands grabbed on her ass, as I squeezed and spread her ass cheeks while my mouth suckled on her tits.

I could feel the rush. I was close, as I called out to her "I'm gonna cum!"

She leaped off me, pulling my cock from her tight cunt with a plop as she shuffled back and knelt on the floor between my legs. Her hand grabbed my cock and began to jerk me off. Hard and fast. I was drawing ever so close.

"Where do you wanna cum one me sweetie. On my perky tits. On my arse. Or do you wanna cum on my face sweetie. Please tell me my face, as I'd love to have you cum on my face!" she told me.

How could I resist such an offer?

"On your face!" I told her, through groans as I was about to explode.

She leaned forward and jerked my cock harder, faster. It throbbed in between her fingers and she knew I was about to explode. Within seconds, it happened. A thick, creamy white dollop of cum splashed from my cock as it planted onto her face, over her lips and down across her chin. She continued jerking as seconds later another lot came. The second lot was more stringy, as it flew out and across her nose, between her eyes and almost in her hair. She leaned down, opened her mouth and sucked my cock. Every inch of it went inside of her mouth as she sucked every last drop she could get out of me into her mouth, and swallowed every drop.

I sat there, glistening with sweat as I looked down upon her, my cum spread on her pretty face. Her naked body was in front of me and I knew I had just lost my virginity to a beautiful, experienced and wonderful woman. She smiled at me as she cleaned up her face, and licked the cum off her fingers with a happy glow to her, and soft groan of pleasure at tasting my own cum now inside of her mouth.

My mother never found out about that night, and it was the first of many happy days where I visited her next door and we fucked, sucked and enjoyed our two naked bodies as one. She was my first, and was one I would never forget.