Chapter 1

Yes, caught, caught masturbating. Well, not each other, just ourselves, me doing my dick, Robbie doing his. But, still.

We were sixteen, yes, horny every moment we were awake, both virgins, not even with steady girlfriends, up in my room, each with a copy of Playboy open, pants and briefs on the floor, stroking as we dreamed of fucking one of the beauties in the magazine spread before us when my door swung open and there was my mom with an armload of clean clothes.

She looked, turned right around and pulled the door closed as our erections un-erected. We quickly stashed the mags as my best friend, Robbie asked me, "What the fuck will happen now, Mark? Your mom saw us sure as hell, there was no mistaking what we were doing. Shit."

"I don't know, man, I just don't know. She sure saw us, though. Shit, is right."

We sat in my room until we finally just knew we couldn't stay there any longer. We slowly went downstairs and into the den.

"Would you boys come out here, I'm in the kitchen," my mother called out.

We looked at each other, both mumbling, 'shit' under our breaths as we went out to face the music.

"Well, boys, there's no need for me to ask you what you were doing, I saw what you were doing." She didn't look mad which I thought was odd, there was a slight smile on her face when she went on, "Well, I've talked with Robbie's mom about it and we understand how boys have a lot of urges at your age. It's not surprising, so we've decided how to handle this."

She picked the phone up and soon had Robbie's mother on the line, "Yes, I've just talked with them. So, we'll do what we decided, then?"

Mom listened a minute, then said, "Yes, I'll send him right over, he'll be there soon. Yes, me too. I will, bye."

I figured we were now in deep shit for sure.

"Okay, Mark, you get on your bike and go over to Robbie's house and Robbie, you'll stay here."

I looked at Robbie and then went and got on my bike and rode over to Rob's which was only a few blocks away. All the way, I was wondering what the hell was going to happen, it just seemed odd to be going to the other's house.

I went up the steps and the door swung open to let me in. There was Rob's mom standing there.

"Come in, Mark, come in. Let's go upstairs," and I followed her up the stairs, right past Robbie's room to the end of the hall and into what had to be the master bedroom.

"So, tell me what happened," she asked as she sat on the bed.

"Well, um, I...uh, Robbie and I were, see, I've got some Playboy magazines and, well, we were looking at them, the pictures and, uh, we, well, got, you know, kind of interested, and we decided to, um, well, we…"

"Yes, Mark, what did you two do?"

"Well, we kind of took our pants off and took, well, we, um, you know rubbed our, um, ourselves, then Mom walked in."

"And what were you rubbing, Mark?"

She, like my own mom, didn't seem angry, there was a hint of a smile but I wasn't sure at all what I was up against.

"We were rubbing our penises," I choked out.

"And looking at pictures of naked women?"

"Yes, ma'am."

"And you liked looking at naked women?"

"Well, um, yes."

How could I say no?

"And have you ever seen a naked woman, really seen her, not just a picture?"

"No, ma'am."

Robbie's mom stood up and started unbuttoning her blouse and soon put it on the bed. She was standing there in shorts and a bra as my heart was racing.

Now his mom was very pretty, I would guess maybe still under forty. She was a small woman, maybe five-three, and had a really nice figure. Her bra was full and nice, she was definitely a MILF as they say in school.

She reached back behind her as I watched her bra loosen, then she slipped it off her arms and put it on the bed with her blouse.

"I may not be in your magazine but I'm real, Mark, not just a photograph. Do I excite you, Mark?"

"Oh, I hope you don't get mad, but, oh, you do, you're really beautiful."

I was scared to death but more excited than I think I'd ever been.

"Does looking at me give you an erection, a hard-on?"

God, she was asking me if I had a boner. How could any guy say no looking at her?

"Um, yeah, I do."

"May I see it, Mark?"

Did she really say that?

"You mean take out…"

"Take out your cock, yes, Mark, exactly that."

"You really mean…"

"Yes, I really mean…"

I reached down, zipped down my fly, reached in, took it in hand and wrestled it out, not easy with a super hard-on. Then I stood there, cock out, in front of my best friend's mom naked to the waist.

"Oh, my. May I?" she asked as she reached out. I nodded and, oh, my heart almost stopped when her fingers wrapped around me and squeezed gently.

Then she leaned forward, her eyes fixed on mine as she kissed the tip. My breathing sped up as her lips parted and her head came forward while I felt those soft pink lips glide over my crown and began to suck as she wiped her tongue around in a circle.

Never have I ever felt anything so wonderful and exciting as that. My heart was pounding and I almost thought I'd faint.

Then, she moved her head back, releasing my dick, now wet and shiny with her saliva.

She stood up and asked me, "Have you ever touched a girl's breasts, Mark?"

I couldn't answer, all I could manage was to move my head from side to side. She then reached over and took my hands and brought them up and placed them on her boobs. My fingers automatically flexed as they cupped her beautiful breasts.

They were so soft and warm, it was wonderful.

"You like them, Mark?"

Again, all I could do was nod.

"Would you like to suck them?"

I couldn't answer, I just bent down and did it. Her nipple was really firm inside my mouth, really hard. She put her hand behind my neck and pulled me closer as I sucked one and fondled the other.

"I hope this is better than girly magazines, Mark," she whispered.

I didn't reply, I was busy.

"It feels nice, Mark, I like you sucking my nipples."

Then, after a few minutes, she pulled me up.

"Do you want to go further, Mark?"

I couldn't believe the question but she did ask it.

"Yeah, oh, yes, I do," I stammered out.

She bent down and got my shorts off me along with my briefs, then stood back up and pulled her shorts down and stood there in a small pair of black lace panties.

She took my hand and led it to her pussy. I rubbed my fingers, sensing that she was all wet there, she must have wet herself in her excitement. I didn't know about how women got when they were sexually excited, it was all new to me.

"You can pull them down, Mark," she said softly as I took the top and pulled downward. There it was, my first pussy. A real pussy. Clean shaven like in Playboy, two perfect halves intersecting in the most exciting junction I'd ever witnessed. I could only imagine what wonders lay inside.

She slightly shifted her feet, opening just a little as my finger slid across the groove underneath her.

"That feels nice, Mark. See how wet I am. That's how women and girls get when they get sexually excited. And, I'm sexually excited. I can see you are, too."

She sure could, I was hard as rock.

She took my hand and moved to the bed where she sat down. Then she looked up at me, smiling, leaned forward and slipped her lips over my dick and began sucking again.

Chapter 2

It felt like a ride I took once where they took you way up, then just unleashed you to fall and fall and fall. It was dizzying and so exciting, all at once.

It seemed like no time at all when my cock began to tingle and throb, I knew I was close, then, bang, my whole body froze and I started cumming into Robbie's mom's mouth as she sucked and sucked. She just swallowed it all. I had heard guys at school talking about girlfriends and such, how some swallowed your cum and how a lot didn't.

She pulled back, letting my dick out of her mouth, then took another lick on the end as a few more drops oozed out.

"Well, Mark, that should make it so you can get through the rest. Was it good? You like it, what I did?"

Get through the rest? I wondered what that meant as I answered her question, "Oh, it was the best feeling I've ever had. It was so good, thank you, Mrs. Matthews. It was wonderful."

"Good, I'm glad you did. It's much better than masturbating, isn't it?"

"Oh, yes, ma'am, much better, I just never dreamed something like this would happen."

"And, Mark, I think you should call me Becca. Mrs. Matthews seems somewhat too formal when were together like this," and she waved her hand across her naked body.

I laughed, "Yeah, I guess so."

She reached down and took my dick in her hand and squeezed gently.

"Mmm, well, you're really hard. Already. That's what's wonderful about young guys like you. Come to bed, Mark," and she swept the covers back and pulled me by the cock into her bed, then got up leaning against the headboard, widening her legs and patting on her pussy.

"Come up here, so you can see," and I crawled up between her legs. She pulled her pussy's lips apart, "See, can you see up inside, mmm, look, there's where my vagina begins, the opening. That's what you fuck. I already told you that it gets really wet and slippery when I get excited and being with you like this has me very excited, Mark. Go ahead, feel, put your finger inside."

Her pussy was beautiful. And, yes, it was wet and slippery as I rubbed my finger back and forth, then put it up inside her as she held herself open.

"It's really smooth feeling," I told her.

"Trust me, you'll really appreciate that when you have your cock inside me."

'Cock inside me…', that's what she said, that's what she said. I almost passed out.

"See this, right here, right inside there?"

I nodded.

"That's my clit, it loves to be rubbed gently and sucked nice and softly. It really gets a woman off. But, it can get sore, so be nice. Wanna try it?"

I thought I'd try sucking on it first and was amazed how much she liked it. She was moaning and moving around and holding my face to her as I sucked.

"Lick on it, Mark, lick on me," she asked and I swept my tongue back and forth up and down across her little button.

"Oh, mmm, that's so good. Mmm, you can really make a girl cum doing it like that. God, you're getting me so hot."

Well, I was loving doing it, here was her pussy right there in front of me and I was making her crazy with my tongue on it. I loved every second.

"Oh, Mark, oh, honey, you're gonna make me cum, mmm, oh, just keep…oh, UH, UH, AYYE, YEAH, YEAH, OOOH, OOOH, uh, mmm, oh, mmm, so good, you made me feel so good, mmm, come up here, baby, kiss Becca, you're so nice," and she pulled me up over her as we kissed and kissed. I just gave my first orgasm to another person. I just lay there trembling slightly, so loving what we were doing.

"Mmm, Mark, are you ready to make love to me?"

The words seemed to echo and echo through my brain. She wanted me, wanted sex with me. I rose up over her, my dick harder, I think, than it has ever been, and lowered down to place the end right in the center of her opening and gave a push.

It went in. It really went in. I wasn't sure if it was going to be hard to put it inside her but it just slid up inside her.

Oh, then I started moving back and forth. Incredible, just incredible. Oh, I'd jacked-off maybe a million times, oh, this was a whole new thing. She was so warm and tight and slippery inside, the feeling was incredible.

"Mmm, yes, fuck me, Mark, fuck me, oh, it feels so good, you're so hard, I just love it. Is it good for you? You like fucking me?" she asked looking up into my eyes.

"Oh, I love it, it's just the best thing that's ever happened to me. I could do this forever."

"Well, let's just enjoy this while we can. You're so nice and hard. Mmm, you can slow down, some, Mark, let's just take it nice and slow so we can really enjoy each other. Is it good?"

"Way better than good, I never knew it was this good, it's wonderful," I gasped as I forced myself to slow down. I knew that whatever she wanted, whatever she asked for was something I should do, she had the experience in sex, I didn't and I realized how privileged I was to be shown by a grown woman what sex was all about. Oh, it was wonderful. I couldn't believe how this had come about after being caught jacking-off by my mom.

"Mmm, that's better, Mark, see, sometimes slower is better," then she began to move under me, turning in a circle beneath me.

"Feel good, Mark, am I making it feel better?"

I'd really always thought my first time would be with a girl about my own age, never even entered my mind about an older woman. Boy, was I wrong. This was the best.

"Oh, you're making me feel really, really good," I panted knowing I was getting close to cumming.

"Mmm, just go ahead, Mark, I want you to enjoy it. I want it to be really good for you. I think you're the first guy who I've ever had for his first time. I really feel good giving you my body."

"Oh, I…oh…I'm…uh, UH, UUH, UUH, uh, uh, mmm," I gasped as I shoved hard into her, just overwhelmed by how wonderful it felt, like a thousand masturbations all at once.

"Oh, mmm, it was so good, I feel so good, mmm," I murmured as I kept fucking in and out of her, not wanting to stop, still hard, still horny, still excited.

She raised her legs up over me, wiggling back and forth as I fucked, my dick so happy, so hard.

"Mmm, you're making me feel quite wonderful, Mark, you're getting me close."

I was about to make a woman cum, to make her have an orgasm. With my dick, wow, I've really done it, well, almost.

I was raised up on my arms as I looked down and saw my cum-slicked dick going in and out of her, really fucking a woman, fucking Robbie Matthews' mom, Becca.

"Oh, Mark, Mark, mmm, yes, oh, OH, UH, UH, UNH, UNH, uh, mmm, mmm, oh, so lovely, yes, so nice, mmm," and she pulled my head down to her and kissed me, shoving her tongue into my mouth.

I just kept going, I wasn't sure if she wanted me to stop but I knew I didn't want it to end. My dick was still hard so I just kept on. She raised her legs up around my back and began moving around making everything feel even better. She really knew how to make the most out of sex, I just never expected something like this from my best friend's mother.

As we went on, I lowered my head near hers and kissed her, probing my tongue into her mouth as she did the same. I just kept going until she had another orgasm, then she said, "Well, Mark, we must stop for now, we've got others to think about."

Frankly, I only wanted to think of the two of us, I wanted to keep my dick inside her forever, but, well, I knew it wasn't possible. So, I slowly pulled out of her, not really knowing if I would ever have my cock back inside her ever again and we lay there together, kissing and feeling each other. It was wonderful.

Then she said we had to get dressed. Once clothed, we kissed each other and she sent me on my way. As I pulled the door closed, she picked up the phone and I heard her say, "Yes, Marie, it's Becca. He just left. We…"

I knew then for sure that she and my mom must have had similar experiences with us both that afternoon, that meant my mom had had sex with Robbie. As I pedaled around the corner, I saw him coming toward me as we both skidded to a halt.

"You won't believe what happened to me, Mark," he said and we both made a brief comparison of our afternoons, amazed at what had transpired. We were never exactly sure why our mothers had done what they did but neither of us ever regretted it.

As I came in the back door, Mom was just finishing talking...