Jake and myself; both now seventeen, grew up just a street apart and attended the same high school. I'd been over to Jake's house numerous times, but in the past several months I found myself taking more notice of his mother, Mia. I'd find myself catching a glance every opportunity I had, making sure Jake never saw me or he'd give me a beating I'd never forget, or worse, take the piss out of me.

I considered Mia like a step-mother, who took care of me when my own parents went out of town. I know it's cliché, my best friend's mom is hot, but it's also true in her respects. Maybe it was that older, more experienced woman and my growing hormones that drew me towards her.

Mia was in her late thirties, a voluptuous body with curves in all the right places. A smile would melt my heart, and when she walked, her beautifully shaped bubble ass would wriggle in her tight skirt or jeans. Her breasts were large, a Double-D cup size from the way they bounced and stretched her blouses.

Most nights I'd lay under my sheets, my cock in my hand and jerking off. My eyes closed, scanning the mental images of Mia I'd captured in my mind. Mia always made me cum, often with an explosive wild orgasm that I went through bed sheets stained with my cum several times a week.

One evening, I called around to see Jake to discover Mia answer the door and invite me inside. She informed me that he'd just run some errands for her and be back shortly, allowing me to stay until he returned.

As I sat waiting, Mia returned with a glass of orange Juice for me. Sipping away, Mia sat at my side positioned at such an angle that her silk blouse captured the cleavage of her heaving breasts.  Her short skirt rode up her long slightly muscular legs dressed in stockings.

At first, our conversation appeared innocent before she asked me if I was seeing anyone as I was very handsome. After informing her I wasn't at this time, out of the blue she asked if I thought she was pretty.

As my face grew a darker shade of red, I spurted out that I thought she was. With a smile, she thanked me for my sweet words, explaining she'd been single for so long that she thought she wasn't pretty anymore.

I soon found her hand drift across and rest upon my leg. She caressed me, as our conversation continued with her informing me that she'd noticed I'd been spending a lot more time at her house lately, and she knew why.

"Do you have a crush on me?" Mia asked in her sweet tone of voice.

I blushed, uncertain how to reply despite it being true. My hand shook a little as I took another sip of my juice.

"It's okay, I find it very sweet actually," Mia said, as her fingers began to walk up my leg. Slowly making their way across my upper thigh, drawing closer to the hard package between my legs.

As she got closer, I lost control. The glass slipped from my hand, whereupon the juice spilled all over my trousers and I leaped up with a gasp and very wet.

"I'm sorry!" I cried out, as the juice dripped off my trousers to the carpet beneath.

"It's okay, don't worry about it sweetie," Mia replied.

"I should go home and get changed!" I informed Mia.

"No!" Mia quickly answered. "You don't have to do that, come with me!" as Mia took my hand and lead me out of the room.

Climbing the steps, my heart thumped in my chest as she led me down the hallway and into her bedroom.

"Now, remove your trousers!" she instructed me.

I looked at her with surprise. "What?" I asked.

"Take off your pants, I'll toss them in the washer. It won't take long. Come on, take them off," Mia continued on, hands on her hips and awaiting me to do so.

I removed my trousers, handing them over to Mia who looked at me, standing there in my blue boxer shorts.

"Sit down, I'll go and put these in the wash," Mia said, as she turned and disappeared.

I sat upon Mia's comfortable bed for several minutes, my hands crossed over the growing bulge in my crotch. Mia entered the room, pushing the door closed behind her.

"It won't take long, sweetie," Mia informed me, as she stepped over the lush carpet towards the bed. Planting one knee to my side, her other leg swept across my position as she straddled me. Her breasts pressed into my face briefly as she settled down on my lap, blocking any chance of me jumping up and running away.

"I don't know if you should be doing this!" I spoke up, as my heart thumped even faster in my chest.

"I'm sure you've imagined this happening, haven't you?" she asked.

"Yes, but that's just fantasy!" I answered.

"Well sometimes, fantasy becomes reality," she said, as she held my face in the palms of her hands, allowing me to look upon this beautiful woman.

She leaned in and kissed me. A sweet, tender embrace between the two of us. It only lasted for mere seconds, but the feel of her lips upon my own was magical and I lost myself in the moment.

We kissed again, and again.  Each time the kiss lasted longer, growing more passionate as she held my face and we explored this growing sexual desire towards one another.

As my mind finally returned to what was taking place, I pulled away.  "What about Jake, he could be home anytime!" I told her.

"Shh, don't worry about him," she replied, placing her index finger on my lips. "He'll be out for a good while yet, trust me!" Mia answered back as we returned to our passionate kissing. Mia's hands maneuvered below, caressing my ribs.

Mia's hips began to rock, swinging back and forth over the bulge in my boxers. My cock was growing impatient, pulsating to a thick, hard piece of meat between my legs as Mia rubbed against it.

Mia coaxed me to lay back onto the bed, as she hovered over me. Our lips continued to connect, my hands rested on either side of my position, while her own hands caressed my face and chest.

"Don't be afraid, you can touch me. I don't bite!" she informed me.

With those words, my hands ran up her thighs towards her hips, caressing her spine as she lay upon me and we passionately kissed for several more minutes.

Finally, Mia pulled back and sat upright. I felt entranced by her deep green eyes as we stared into one another's souls. She took hold of her blouse, and raised it up, over her head.

Her bra bulged as her large, succulent breasts held firm within. She leaned forward, returning to our embrace as I felt her breasts press against my chest.

After a little while longer, Mia dragged her leg across and knelt at my side. One hand drew across my chest, sliding down towards the large bulge of my cock that throbbed under my shorts.

Her fingers caressed over the shape of my cock, shaping not only the thickness, but also the length and firm hard cock that reacted to her touch.

"I'm sorry, I have a hard on!" I told Mia. I have no idea why I said those words to her, as it was quite obvious any man would have one in the same position.

"Don't be embarrassed about it," she told me, "I like it!" with a wicked smile, as her hand continued to tenderly caress and shape my growing cock through my boxers.

Her two hands shifted towards the hem of my boxers as she began to pull at them. I raised my body slightly, allowing her to pull them down as they dropped off my feet to the floor.

My cock stood there, like a proud soldier standing to attention in a blustery wind as it waved side to side.  It wasn't huge by any standards, but a good five or six inches and quite meaty.

"Oh wow!" Mia expressed with her eyes widening as she stared at my cock.  "Mmm, that's a beautiful hard cock you have for me," she told me.

Her hand caressed my naked thigh, up and down before it ran across my ball sack and she gave it a gentle, yet tight squeeze. I looked at her, as she leaned over me with her huge breasts hanging down in her bra that kept them in place.

Her hand moved from my sack to the pole, wrapping her fingers around the long shaft and thickness of my cock.  She began to stroke me off a little, the first time anyone else had ever touched me in that ever so special place.

"Have you ever had a woman suck your cock?" Mia questioned me, as I shook my head.  "Would you like to put your cock in my mouth?" she wickedly asked, already knowing the answer to the question.

"Oh God, yes please!" I ushered back, caught up in the moment of feeling her hand stroking my thick cock.

Mia leaned forward, where she opened her mouth wide and slid the crowned head of my cock inside. She took in a good few inches of my shaft before she wrapped her lips around it.  It felt so good inside her mouth, warm and wet.

I felt her tongue circling the long shaft inside, around and around it ran as she licked every inch of it.  My mind exploded at this amazing, wondrous feeling of having a woman sucking my cock, and seemingly from the noises she was making, enjoying every inch of me deep inside of her.

Her head began to rise up and down as my cock slipped in and out from between her lips. I lay there, staring down at her head bobbing away and watching my cock disappear and return from her wet hole.

The slurping sound of her actions echoed around the room. With no one else in the house, it didn't really matter how much noise either of us made and from the sound of Mia, she appeared very vocal about the pleasure of sucking cock.

Her long brunette hair occasionally would get in the way of me watching, as at times I'd brush it back behind her ear to eagerly watch her engulf my cock.

She continued sucking, slurping my cock in and out of her mouth as her hand stroked the lower end of my shaft and occasionally caress and squeeze my ball sack.  Electric waves of small sexual rushes spread through my entire body.

I still don't know how I lasted, but for some reason, I was able to hold back on cumming in her mouth and exploding so early in this sexual awakening with Mia.  She touched all the right places at the right times to push me further towards the edge, and yet I held it all within, for now.

I continued to watch her actions. My cock slipping in and out of her mouth, her lips firmly locked around the length of my shaft as they slid up and down along it.  The sound of her sucking me off was like a masterpiece of sexual lust being expressed around us.

Mia would alter it up at times, going from sucking up and down to just suckling upon my crowned head between her lips as well as using her tongue to lick around every inch of every side. Her hands continued to stroke my cock.

I moaned at times, especially when Mia hit that perfect spot that almost drove me over the edge before stopping so I didn't blow too early.  She must have sucked my cock for a good five to ten minutes, doing everything imaginable to give me the wonderful sensation of my first ever blowjob.

Mia finally pulled away, as I heard the pop of my cock as it found itself free of her mouth. She kneeled upright at my side, staring back on my flushed red face.

"Do you wanna see my humongous tits? I know you've been staring at them for a long time now?" she asked.

"Yes please," I said with an eagerness to my voice.

"Haha" she softly giggled, "You are so sweet and kind!" she told me with a smile. She reached around her back, where she unclipped her bra and her breasts almost heaved the bra off on their own accord, but it held in place.

Slipping her arms through the straps, she held the cups against her breasts and watched me closely as she finally revealed her luscious breasts to me.

They were everything she said. Humongous in size, at least to my eyes. A bouncy double-D from the large size and weight of them. Her areola's were a good couple of inches in diameter upon the front of each breast, and her nipples had already grown erect and were as hard as bullets.

She took one in each hand and played with them. Bouncing them up and down in the palms of her hands, sometimes together and other times on their own. "Do you like them?" she asked as she played with them.

"They're beautiful," I expressed, admiring them like any young man would.

Mia leaned forward, where her huge breasts dangled down. Within moments she had positioned them over my face, as she placed one over my mouth.

I needed no second invitation as I opened my mouth and began to suck on one.  It was so soft, so wonderful to slip inside my mouth. Almost like putting a large piece of jelly in your mouth and feeling it squirm around inside.

"Grab them if you want, I don't mind!" she said.

I reached up, grasping one of her breasts in my hand and gave it a gentle squeeze.  Although there was a slight firmness to the large breast, it was soft enough to have a good grapple with.

I continued to suck Mia's tits, switching from one to the other as I played with both in my hands. I was entranced by them and wanted to play, hold and suckle on them forever. My tongue flicked over her hard nipples, causing her to moan in response.

"Let's see if you like this!" Mia said as she rocked her body, where her large breasts began to slap upon both sides of the cheeks upon my face. Slap. Slap, as she shook side to side and her breasts jiggled and bounced across my face. Mia giggled as she watched me be abused, in a nice way by her humongous rack.

After a little fun, Mia pulled away and kneeled at my side once more. Her hand moved back down, grabbing my hard, thick cock between her fingers and began to stroke me off once more.

She shuffled her way towards the edge of the bed, where she slipped off the end and stepped around to find herself facing me. She dropped to her knees, forcing my legs to spread wide as she slipped between.

Her hand continued to stroke my cock still, as she leaned in and opened her mouth. My hard cock disappeared into her warm, wet hole.  She wrapped her lips around my shaft and began to suck me off once more while her hand moved beneath her lips and continued to stroke me off in a twisting fashion.

I watched from above, as her head bobbed up and down to the wonderful slurping sounds of my cock being engulfed in her mouth once more. The feel of her tongue circulating around the length of my shaft, while her hand moved to play with my balls.

After a minute or so of this action, my cock plopped free from between her lips as she wriggled her tongue upon that ever so sensitive underside of the crowned head.  Her tongue flicked and rolled away upon my cock, driving my thighs to virtually spasm at her actions.

Mia then sat upright as she looked at how flushed and sweaty I was.  She smiled as she grabbed her breasts, one in each hand and pulled them apart before wrapping them firmly around the length of shaft of my cock.

She then began to slide my cock between her huge breasts as she rose up and down, where I watched my crowned head rise from the waves of her soft flesh to bob free before being pulled back down once more beneath the caverns of her chest.

Time and time again, my cock bobbed up and down between her breasts.

Mia started to pick up speed, going faster and faster as her breasts bounced up and down as they jiggled around my hard cock. I knew it wouldn't be long before I exploded as I felt my body began to shake.

"Fuck... I'm gonna cum!" I called out through deep breaths.

Mia already knew that by the feel of my cock pulsating between her breasts, and my legs starting to spasm as I lost control.

"Cum for me, sweetie!" Mia's sweet voice called to me.

"Fucckkkkk!" I screamed out as Mia continued to titty-fuck my cock, not stopping as I felt a wave of cum spew from the crowned split head and break free.

The cum exploded into the air an inch or more before splashing back down and over her breasts.  Mia refused to stop, though, as my body writhed and spasmed from her breasts heaving around the length of my shaft.

A second wave exploded out the cracked head, as Mia bowed her head and caught a little of it in her mouth as a small drop dribbled off her chin and more splashed down upon her heaving breasts.

Finally, Mia stopped as she pulled herself free of my cock that stood there proud of the service it provided.  I lay there, sweat pouring across my body and flushed face.

As I looked down, I saw Mia raising her breasts to her mouth and using her tongue to lick up all the drops of cum that had poured over them.  She licked her lips at the wonderful taste of my cum as it slipped down her throat.

She finally stood upright, looking down upon me.

"I think it's about time you returned the favor," she informed me.  "Have you ever tasted pussy before?" she asked.

I breathed deeply, trying to catch my breath back as I shook my head in reply.

"Well, you're in for a treat. My pussy is very sweet and you're gonna love it!" Mia said with a wicked twinkle in her eyes.

After all Mia had done for me, I knew it would be rude for me to not return the favor to her and have my first taste of a woman's pussy, as I found myself lost in this moment of sexual desire.

Mia pulled me to my feet as she raised my top over my head and I kicked off my shoes. She then unzipped her skirt, shook her shapely hips as it started to fall around her ankles as she stepped free.

Perching herself on the edge of the bed, she lay back, resting on her elbows as she raised her legs high in the air. I stared upon her panties.  I noticed a wet patch already formed upon her sweet snatch of her pussy, soaking through.

She wriggled her finger, instructing me to drop to my knees.  I stepped forward and knelt down, where I found myself face to face with her panties.

I took hold of her long, muscular shaped legs and began to plant kisses from the ankles upon both legs. Caressing her thighs in my rough hands as I guided myself all the way up towards the golden prize that awaited

The aroma of her sweet pussy drew me towards the beauty of her womanhood, as I edged closer inch by inch.  Upon reaching the height of this climb, I looked up to see Mia staring back at me.

"Take off my panties!" she instructed me.

My fingers grasped the strings of her panties, as I began to pull on them.  They slipped free of her naked body with ease, finally giving me full view of this amazing woman's pussy that lay before my very eyes.

I dragged her panties up her legs, pulling them free from her around her ankles as I dropped them to the floor at my side.  Her legs held together, making her pussy tighten like a ripe peach, as my mouth salivated at the thought of sucking and eating this delicious fruit.

Her pussy was well groomed, with triangular shaped pubic hair just above her wet opening that glistened in the light.  Her pussy lips appeared like butterfly wings upon each side, as Mia slipped her hand upon her wet pussy and separated her fingers, forcing her lips to spread even further apart and open her up more.

"As you can see, I'm already soaking wet from sucking your large cock?" Mia told me.

My eyes were glued to her beautiful pussy, as all I could do was wet my lips.  This was my first time seeing a pussy up close, and I was lost in it's beauty and aroma.

"Do you like what you see?" Mia asked.

"It's beautiful!" is all I could reply.

"So, what are you waiting for. You look hungry, so eat up!" Mia giggled.

I moved in, planting more gentle kisses upon Mia's inner thighs as I drew towards her pussy.  The sweet aroma was intoxicating, as I leaned forward and took my first taste of her sweet nectar.

My rough tongue gently ran up across the sweet pleasure of her wet pussy. Gliding it's way between her butterfly pussy lips, soaking in the juices that wet her hole.

Mia moaned her pleasure at my touch, as I continued licking her beautiful pussy. My tongue ran across her pussy over and over, a never-ending portrayal of a cat lapping at the contents of it's bowl of water.

The taste of her juices dribbled onto my tongue, as I lapped it up into my mouth of my first taste of a woman's pussy. I couldn't get enough of it, the taste, the sweet aroma, as I licked her wet hole time and time again.

"Mmm, that feels so good sweetie. Is this the first pussy you've ever eaten?" Mia enquired.

I nodded my head, my mind was too focused on pleasing Mia and enjoying the delight of her body.

"I want you to do something for me, though, something girls like..." Mia began to say in her soft tone of voice. She ran one hand down across her stomach, where her index finger outstretched and indicated to the small nub of her clitoris hiding beneath it's hood just over the opening. "Lick me here sweetie, it's very sensitive though but flick your tongue over it!" she asked of me.

I did as she requested. My tongue flicked back and forth, slowly at first upon the small hood that protected this beautiful woman's clit.  Mia moaned at my touch, before she began to use her finger to gently peel back the hood and reveal the every so sweet, small rosebud that appeared before me.

I ran my tongue over it, as Mia groaned louder at my wet touch.  Once more, I started slow, remembering her words but slowly began to pick up a little pace. My eyes glanced up to see Mia grabbing her own breasts, squeezing them and sucking on her own nipples.

My growing actions of speed caused Mia to grow more vocal in her sounds. Groans of ecstasy flowed from above my position, like the sound of music being orchestrated with me being the conductor and my tongue the magic wand.

Her hips quivered, her body slowly spasmed and I could see gentle shock waves of Mia's stomach shake like an ocean surface gently rocking in a cool breeze. I moved in closer and experimented as I softly eased her sweet rosebud between my lips and suckled on it.

The effects were magical. Mia released a loud groan of sexual lust, as her body writhed and twisted as I continued to ever so sweetly suck on her clit. Her juices flowed as her body temperature rose.

After a while of providing this pleasure upon her, I let go of her clit and returned to her opening once more. My tongue protruded from my lips, as I slipped it inside.

My tongue entered her deep, wet caverns as it slipped in her warm hole.  Mia was so wet inside, and it was obvious my little play with her clit had an effect upon her.

At first, I began by sliding my tongue in and out of her pussy while constantly lapping up the juices she offered to me.  Her hand grasped the back of my head and thrust me forward, where my tongue quickly buried itself deeper inside.

"Roll your tongue around inside my wet hole!" Mia groaned.

My face pushed tight against her wet pussy, my chin and my mouth began to quickly soak in her wet juices. My tongue started to roll around inside, circling within the dark hole as it slapped around as if searching for a light switch to see where I was.

Mia groaned with lustful delight as I licked her wet hole out, while she kept me there with the palm of her hand held tight against the back of my head until I had finished what she wanted me to do for her.

Her hips rocked, helping my tongue tangle and swirl around inside her pussy. Her pussy lips continued to grind upon my face and chin as she exploded into an orgasmic shockwave of electricity spreading through her lower body.

Her orgasm only lasted for moments, but it's effects were obvious upon her flushed red face and the quivers of her body.  She released hold of my head, allowing me to pull away and catch my breath, while also running my tongue around my lips to take pleasure in the juices I was covered with.

I knelt there, looking upon this amazing older woman who was bringing my sexual desires to the forefront for the first time. She breathed heavy for several moments, capturing her composure of the orgasm that just ripped through her body.

Mia looked back down upon me with a wicked glint in her eye.  "Do you want to put your cock inside my pussy?" she asked, smiling.

"Yes please!" I replied, still so the gentleman in my answer.

Mia shuffled back, where she turned and lay upon it to await me joining her. I rose up, my cock was standing proudly once more, drawn to her naked body like a magnet.

I knelt upon the bed and made my way towards the end, where I quickly found myself kneeling between her legs.Her pussy glistened, as she spread her legs wider.

I shuffled myself closer to her, whereupon she spat upon her own palm and reached down to use the saliva from her mouth which she slipped upon my hardened cock, stroking and spreading it around to keep it well lubricated.

I leaned forward, resting my weight upon my hands placed either side of her shoulders. Stretched over her, Mia guided the crowned purple head of my cock towards the gaping wet hole of her pussy.

At first, she ran the head back and forth across her pussy, up and down while occasionally slapping my hardened cock against lips.  Then, she helped guide the tip to the opening to her wet cave.

Our eyes met, staring upon one another filled with lust and sexual energy.  Mia leaned up to kiss me, as she fell back and whispered to me. "It's been so long since I've had a cock inside of me, fuck me sweetie!" she told me.

Her hands ran down my spine, caressing me as she reached my hips and then my ass cheeks. She grasped a hold, one cheek in each hand as she gently eased me towards her.

Although I couldn't see it, our eyes were still drawn upon one another, I felt my cock begin to slowly ease it's way inside of her wet hole.  Her hands continued to ease me down, squeezing my ass cheeks and pushing me closer onto her naked body.

My thick hard cock dipped within her hole, spreading her inner walls apart as it found it's way inside.  Inch by inch I entered her, as I closed my eyes, my lips parted and I released a deep breath as I soon found myself inside a woman for the first time and it was everything I imagined it to be.

I leaned in closer to Mia, resting upon my elbows as we shared a passionate embrace of our lips.  Her hands released my firm hard cheeks of my ass, as they glided up across my hips and upon my spine. Her soft palms caressed me in a tender, loving manner.

I started to gently rock my hips, where my cock began to ease in and out of her wet pussy.  I was slow at first, not wanting to cum too early for my first time with a woman.

Mia's hands continued to hold me, caress me. Our lips continued to meet and kiss on occasion, in-between my slow thrusts to enter her wet hole. Our breath soon became one as a joint venture of sounds shared of the sexual pleasure we both were experiencing.

"Fuck me harder sweetie!" Mia whispered to me.

My hips rocked faster, picking up the pace of a smooth rhythm of thrusts as my cock dipped in and out of her wet pussy.  The faster I went, the deeper our breathing became.

Faster and faster, as the sound of my own skin began to slap against Mia's naked body.  I felt my balls at first tap against her ass, soon resounding into my balls slapping harder against her bubble perfect ass.

The bed began to rock, in reaction to our bodies rocking on it back and forth.  I could feel her body heat against my own, as I leaned gently upon her naked flesh. Her breasts pressed against my chest, her bullet-like nipples scraping and jabbing into me, yet I didn't care at this point.

"Oh fuck... oh fuck!" I cried out in response to this wonderful sensation spreading throughout my body. I knew I was drawing closer to that moment of no return, despite doing my best not to cum this early.

"Cum inside of me sweetie. It's okay!" Mia told me as I continued to fuck her wet pussy with my hardened thick cock.

I leaned down and kissed her, a long, wet passionate embrace of our two lips meeting.  Her hands upon my spine, where I soon found her legs wrapping themselves around my lower body, her ankles crossed together to keep me locked in position.

I grimaced, groaned loudly. "I'm gonna cum!" I called out as I rocked hard and fast. My cock throbbed and pulled in and out of her wet hole, pounding away upon her.

"Cum for me!" Mia called out.

That was all it took, as with one giant thrust, my body crashed against hers. My head snapped back, my mouth gaped wide accompanied by a loud groan "Oooohh!" as I felt my cock throb hard where a wave of cum spewed out of the cracked head and splurted into her wet hole.

My hips shook, my legs felt weak like two pieces of jelly as I spasmed over her while electric shocks appeared to explode inside my entire body. A full blown orgasm erupted into a symphony of percussions banging together.

I slowly found myself falling upon Mia's naked body, resting upon her with my head to the side of her own. Her hands offered reassurance of a wonderful job done, caressing up and down my spine.

She whispered sweet words, as I felt her hot breath flow into my ear. "That was wonderful sweetie, it's just what I needed!"

After several moments of laying upon Mia, I rolled across and lay on my back at her side.  Mia rolled onto her side, where her fingers traveled up and down my chest, caressing me tenderly and we lay there and chatted.

After a while, we both returned downstairs, fully dressed and I said my goodbye until the next time, where Mia would teach me more about sharing my experiences with a beautiful older woman.