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She was beautiful, I had never seen a women with such an aura, with such a sexy look. Problem was, she happens to be my mother's best friend.

They had been friends since they both started working at the same company, on the same day. And ever since, Mrs. Thompsen and my mother have spent most of their social time together.

Mrs. Thompsen's first name was Pamela, she let my teenage self call her Pam, and I was more then will to do as she asked. Who wouldn't? With her perfect curves, c-cup breats, tan skin, soft ass, and long legs that I hoped at one time would be wrapped around my back. But it was just a fantasy, untill the day her jack-off husband left her for a friend of their daughters.

I was on the couch, lofing after a good game of pick up b-ball on a Sat. I saw Mrs. Thompsen's car pulling into the driveway, and got up to tell her my mom had gone to her mothers for the weekend. But instead I was faced with a beautiful women, in a fit of rage, drunk, and crying. I was stunned, and she blew right past me into our entry-way.

"Where is your mother, travis?" Somewhat slurred.

"Ahhh...mrs. Thompsen, what's wrong, she's gone till tomorrow, are you okay??" I was shaken to see this women so distraught.

"That fucker drop me like a bad habit, for a slut none the less" then she collapsed on our sofa. And I went to sit by her, thinking maybe a little comfort would help. Of course in my horny teenage way, I now had a better chance to check out her tight skirt and long sleeve blouse.

The two of us just sat there, in a dull silence for what must have been ten minutes.

She finnaly broke the silence with a sigh and "I'm sorry travis, but I wa all alone, I need to talk to your mother"

"Don't worry, no worries at all, I'll talk I have nothing to do, and why wouldn't I talk to a beautiful women like you?"

She smiled, the first time all day, "You really think I'm beautiful"

"Of course, Of course I do. Even when, if you mind I say you're a little distrought"

We were making progess when she actaully giggled.

Then another silence, and out of the blue, the words that stunned me to the point that I forgot how to breath for a short time. "Do you think about me when you stroke that tool of yours??"

"Ahhhh...what??" I was shaken of course.

"I mean, do you think of me when you stick you hands on that cock?" She a a sly look on her face and I was beginning to regain my composure but was still stunned.

When, Pam, reached across the sofa and grabbed my now rapidly growing penis. The rubbing began only senconds after the first touch, and I was the hardest I ever had been in my entire life.

Then, I heard, in my stunned solitude my zipped being undone. And felt her cool soft hand as it squeezed my head and saft.

It was time for me to get my heard together. So I kissed her. As my tounge slipped between her lips. "MMMMMM" escaped out mouths. Right now as her hand was slipping over my cock and our lips met.

"You can have me if you want me, right now."

"Oh my goood" I was panting too hot to speak well. "I need you, I have to have you Mrs Thompsen."

I slipped my hand withen her blouse, feeling her hard nipples. Grouping her smooth skin. In the whole process she must have gotten ancy.

In a silent whisper she tells me to take off her panyts.

And finally we are both naked, her hand still stroking my cock as I reach for her slippery pussy.

I remember thinking, right now, just as she was about to mount me. "How, How, How, she is perfect and 38 years old" But I was not goig to complain.

"Later, well have more fun, but stick it in my cunt right now"

I did, my head slipped into her opening, and then we began to rock.

Back and forth.

Her moans, into my ear. All the sounds of fucking were driving me over the edge. I reached up and pinched her nipples. "AHHH...hard my lover, bite me squeeze me"

I could feel her count contracting as we neared the end of our love make. Our collective, moans. Must have been heard from anyone on the street.

"Oh god, Mrs. Thompsen, you're so hot"

"Shut up and fuck me hard, I need this I need you too fuck me" I was shocked to hear this women, my mothers friend talk like this, but again, she was naked and I was sliding in and out of her vagina, the hottest pink slip I had ever been into.

"I'm gonna cum, I'm....oh god"

"Tarvis, you.....are...making me cummmm"

I was amazed at the shear force as we both reached our climax.

Her eyes were clamped shut, as my cum filled her pussy and dripped down between our thighs.

As she awoke from our moment of passion. Pam look into my eyes, and we remained together, my cock shrinking her her warmth. And then she began to rock back and forth, slowly.

To be continued

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