Dave’s place was an hour's drive from my place, in a little town just off the main highway. I arrived just after he finished breakfast to help him fix his truck, and his mom, Angie, insisted on making me some breakfast.

I sat at the table and sipped coffee with Dave while she made me an omelette. The thick white robe she wore hugged her hips, and the sash being tied snugly pulled it in around her waist. Her big tits swayed underneath, and when she put the plate down, I got a good glimpse of her massive cleavage. She caught me looking, blushing slightly and giving a slight smirk before turning away.

Angie was your average mom, nearing fifty, with a mature mom-bod carrying a few extra pounds and a pretty face. She was an attractive woman, and I had always found her very appealing. Seeing her in a robe with bare feet and mussed hair made her even more appealing somehow, and I couldn’t keep my eyes off her.

Dave got up and headed to the garage, telling me to join him when I finished. Angie stood by the sink, running dishes under the tap, and I finished my food slowly while watching her. She glanced at me and smiled, then turned off the tap and grabbed a tea towel. She turned around with her back against the counter and dried her hands with a smirk on her face.

“If I didn’t know better, I would think you were checking me out,” she teased.

“I am,” I admitted. “You look great.”

She blushed and looked away for a moment, gathering her thoughts before looking back at me. I picked up my plate and silverware, stood up slowly, and moved next to her. I rinsed them off and placed them in the sink, letting my elbow touch her arm, and turned to face her. Her head turned to face mine and our eyes locked for a moment, and I could feel the heat of sexual tension.

The lower part of her neck was flushed and her eyes burned into mine with the unmistakable look of desire. I leaned in and kissed her cheek.

“Thanks for the breakfast,” I said softly.

“You’re welcome,” she whispered back.

“I, uh, I should get out to the garage,” I mumbled, slowly moving away.

“Yes, you should,” she replied, nodding her head slightly.

Her fingers toyed with the front of the robe, exposing the edges of her breasts. Her nipples jutted out out noticeably from under the thick material, obviously big and puffy, and her eyes were fixed on my crotch. I realized I was hard as a rock, my cock bulging the front of my jeans.

“Uh, I’ll see you later,” I muttered. “Thanks again.”

I turned and left the kitchen, pausing at the door until my erection subsided, and joined Dave in the garage.

We were just finishing up with the ball joints when Angie came into the garage.

"Here's some sandwiches for you guys," she announced, placing a tray on the workbench. "A few beers as well."

"Thanks, Mom.'

"Yes, thank you," I added, standing up and wiping my hands on a rag.

She looked me up and down with a slight smile on her face.

"You're welcome."

The baggy t-shirt did little to hide her huge breasts, and the loose shorts exposed her thick thighs to be smooth and creamy. My eyes travelled her body, soaking it all up in an obvious fashion, and she flashed a smile before turning away. I watched her walk to the door, admiring the sway of her curvy hips and jiggle of her ample cheeks, and she glanced back over her shoulder before going out the door.

It was nearly six when we were finished up with the brakes, and Angie came out once again. It looked like she had a little makeup on, and her hair styled loosely.

"Another beer for each of you, and the steaks will be ready shortly."

"Steaks?" Dave asked. "I thought we were just going to cook some burgers?"

"Well, you and your helper have been working hard all day, so I thought you might enjoy a big steak instead."

"Oh, that sounds great!" Dave replied, turning to look at me. "I'm getting damn hungry. What about you?"

"Oh, I'm hungry," I answered, looking directly at Angie.

She blushed and looked down for a second, then lifted her eyes and gave me a sly grin.

"Me, too," she added, wetting her lips with her tongue. "About ten minutes, so go wash up."

She turned and left, pausing at the door. Dave was busy putting the rear wheel back on and she gave me a lusty gaze and a wiggle of her bum before going through the door. My mind was reeling with the possibility that she was really flirting with me, and I focused on getting my erection down once again.

"Your mom still seeing that guy with the big rusty truck?" I asked.

"No, she gave that loser the boot," he answered. "She only saw him a couple times, hasn't seen anyone since as far as I know."

"Hmm. Can't see her having a problem finding company," I mused quietly.

"What? Didn't hear you."

"Uh, just saying we better go for supper."

The steaks were great, and once supper was done, we headed back out to the garage. It was nearly ten when we were all done and returned from the test drive. After washing up, we sat on the deck to relax and have a beer. Angie joined us, bringing out a bottle of wine, and we talked until nearly midnight.

"You can crash in the spare room," Dave offered. "Too late to drive home now."

"I guess I could," I replied, looking at the time.

"You have been drinking, and it's getting very late, so you are staying over," Angie declared.

"I'm sacked," Dave sighed. "I'm off to bed. Thanks again for all the help, man."

"No problem."

Dave went inside, leaving us alone, and Angie sipped on her third glass while I finished my beer.

"He's exhausted," Angie stated. "He will be out like a light in no time. Are you tired?"

"A little," I admitted. "I'm in no hurry to leave your company, though."

"I'm glad to hear that."

She stood up, drained her glass empty, and picked up the wine bottle. My eyes kept moving from her hips to her tits, and she gave me a sly grin.

"I'm going to wash up and get ready for bed. The spare room is across the hall from my room. Dave stays in the basement, as you know."

She went inside, leaving the bottle and glass on the kitchen counter, and went to her room. I followed her in, locking the door behind me, and went to the spare room. I stripped to my shorts and lay on the bed, my balls heavy and my cock stirring at the thought of her in bed, and tugged my shorts off. I lay my head back on the pillow and began stroking myself, picturing her huge boobs in my face, and I froze when the door opened.

Angie came into the room and closed the door behind her, putting her finger to her lips to be quiet. A thin white nightgown was all she wore, exposing her shoulders and cleavage, and she dropped it to the floor before climbing on the bed with me. Her tits were big and heavy, her pussy topped with a neatly trimmed dark bush - she was just as I had imagined. Her finger went to my lips.

"Shh," she whispered. "Don't talk."

Her hand went to my cock, stroking it up and down slowly, and after a moment, she moved her leg over my hips and straddled me. Her big tits hung free, the nipples as big and puffy as I had imagined, and she lined my cock up with her wet pussy. Her hand moved away, and she slid herself down, taking my full length in two moves. I reached up and cupped her huge breasts. Soft flesh poured over my hands and the thick nipples pressed into my palms.

She leaned back slightly and began moving slowly, fucking my swollen cock while I pawed her tits. Her head was back and her eyes closed, quiet little moans escaping her pursed lips while I lived out my fantasy. I moved my hands to her waist and sat up, taking a fat nipple in my mouth and sucking it hard. Her hands went to my shoulders, and she held me up, cradling my face in her chest as she moved faster.

Her hands squeezed tight, and she began to shudder as her climax peaked, letting out a soft groan while her pussy clenched and squeezed my throbbing pole. A deep exhale of breath followed, and she pushed my shoulders down to the bed and leaned forward. Her nipples grazed my chest while she panted, and I moved the hair away from her face.

"You are so fucking hot," I growled.

She giggled and put a finger on my lips.

"Shh."

Her hips began to move again, massaging my cock once more as she rocked back and forth. I suckled her nipples and began pumping into her, pushing my cock deep in her honey pot. Once more, she shuddered and squeezed, this time locking her eyes on mine and pursing her lips tightly together until the orgasm waned. She collapsed onto my chest panting before I could unload my aching balls.

"Oh, that's so good," she whispered.

I thrust my hips, trying to keep fucking her juicy pussy, and she moved back to prevent it.

"I need to lie down," she explained, slowly moving off of me and rolling onto her back.

My cock ached. It was slick and wet with her juices, throbbing like a pounding headache, and I scrambled between her legs and buried it inside of her. I began fucking her furiously, watching her big tits bounce around. I was immensely turned on.

"Ooh, yeah, fuck me," she urged hoarsely.

"Fuck, you are so fucking sexy," I panted.

"Yeah? You like fucking me?"

Her hips wriggled, and her pussy squeezed.

"Oh, fuck yeah."

"You going to cum for me?"

"Right away," I grunted.

"Do it! Cum all over me! I want to feel your hot cum splash all over me!" she growled.

"Oh, fuck."

"Yes, yes... cum all over me!"

I pulled out, and my cock throbbed mightily, spraying a huge load across her body. Cum splattered on her chin as the first spurt erupted, leaving a thick ribbon down her body to her pussy. I grabbed and jerked my cock, shooting more up to her tits and over her stomach, splattering her with my hot cream until the pulsing waned. Her black bush was dappled with the last droplets of cum.

"Oh, yes.." she cooed.

I stuck the tip back into her hot cunt and drove it in deep, burying my cock in her while the hot pulses in my groin subsided, and let out a deep breath.

"Oh, that's a lot," she giggled, looking down at her cum-splattered tits.

"Holy fuck..." I groaned.

"Ha, you liked that, didn't you?" she teased, wriggling her hips.

"Oh, fuck yes," I panted.

I leaned forward and lowered my body onto hers, feeling the cum and sweat slicken my skin. My mouth reached hers and we kissed for a moment, then she began to giggle.

"Shh," I reminded, putting my finger to her lips.

I rolled off of her and lay on my back, exhausted and empty. Angie ran her hand over my chest, her fingers moving around the slick mess on my skin, and sighed.

"That was fabulous," she praised softly.

"It was."

"Thank you."

She kissed me on the cheek and rolled out of bed, picking up her nightie and slipping it back on. She paused at the door.

"Sleep well."

"You, too," I replied.

The door closed, and I let out a deep breath. I had just fucked my friend's mom, and a little pang of guilt passed quickly. I reasoned it was no different than any other woman, and that he would fuck my mom if he had the chance. The thoughts changed as the image of her big tits bouncing popped up, and I fell asleep with the memory playing in my mind.

In the morning, I washed up quickly, dressed, and went to the kitchen. Angie was at the table, wearing the fluffy white robe and sipping a mug of coffee. She gave me a smile and gestured to the pot.

"Help yourself. I trust you slept well?"

"Yeah, but I dreamt a lot," I replied, giving her a sly grin. "About you."

She giggled and sipped on her mug. I filled a mug and sat the table, and she opened her robe to flash me one breast.

"You can come back now and then, when Dave's not home, of course. If you're interested."

She closed the robe up and chuckled.

"I would like that," I admitted with a lusty grin.

Dave came up the stairs, groaning and grumbling, and plunked down in one of the chairs. He rubbed the bridge of his nose with his fingers.

"You not feeling well?" Angie asked.

"No, I'm fine. Just tired."

Angie got up and poured him a mug of coffee, put it in front of him, and returned to the counter.

"I'll make you guys some pancakes."

"Sounds good," I commented. "I'm starving."

She glanced at me with a playful smirk.

"Thanks for helping with the truck," Dave muttered. "Next week I have to go up north to a job, so I really needed to get it back into shape."

"Back to that mine they reopened?" I asked.

"Yeah. We got another contract with them, so I'll be going up for two weeks at a time for a few months."

Angie piped up, her back to us.

"At least you make very good money up there."

"I know, you'll miss me. You get lonely when I'm not around," Dave mused. "Maybe you can find someone to keep you company."

Angie brought the plate full of pancakes over, placing it in the middle of the table.

"Oh, I think I can find someone to spend some time with me," she assured him, giving me a sly smile.

She was right.