Best Friend's MILF

All characters represented are 18 and older.

*****

"Stacy looked so hot today though!" My friend Oliver Terrell said as we walked to his house, "you're just too hung up in Emily to notice."

I shook my head. "I told you Emily looked fine. I don't get why you just don't ask her out already." He rolled his eyes as we arrived at his house to play video games.

"Hello boys." Rachel said standing in the kitchen as we walked in, "I'm making some sandwiches if you boys would like some." She smiled at us with her kind face, her flowing brown hair stopping about midway down her back. Her 36H boobs rested snuggly in her tight black top. My eyes traveled to her tan skirt, her smooth legs almost shining down to her black heels.

She was just around Mom's age, 45 with an ass to match her's. As we played downstairs, I found it hard to take my mind of his mother. Oliver always longed for the girls as his house when there was a perfectly stacked MILF in his own house.

- -

My urges for her began the previous summer. Oliver had all the guys come over to swim. She mingled with the other mothers. As she rubbed her sunscreen on, I couldn't help but get hard under the water. She was divorced shortly before she moved to our neighborhood. Oliver and his younger sister Allison frequented our house as much as I did theirs. But I had my obvious reasons.

As we returned upstairs, Rachel sat drinking a glass of wine while reading a magazine. Her legs were crossed and that somehow made her even sexier. "Oh good you boys are finished," she said as she noticed us, "I'm cooking lasagna. Will you be joining us for dinner Robert?"

The aroma was as intoxicating as her body. "I'd love to Ms. Terrell."

"Perfect," she replied with a warm smile, "And I've told you, call me Rachel."

- -

While the lasagna still cooked, I sat talking with Oliver. However, our conversation was the furthest thing from my mind. Rachel was in the pool, swimming laps. Her massive boobs seemed to break the water before she did. As she prepared to exit, the weight of the water seemed to try to hold her rack in. She then kept her feet in the water, her juicy ass on the pool edge.

My mouth salivated at the sight of her gorgeous ass. And yet Oliver doesn't even notice. If my swim trunks hadn't been so baggy, I probably would've had a major embarrassment. I excused myself and jerked out a wad of cum in the bathroom, imagining blasting on Rachel's face.

- -

After we ate, I called home and Mom gave me permission to sleep over. Rachel seemed to be happy and she readied the guest room for me. "So everything you might need is in here." Rachel said as she fluffed the pillows, "you're free to look in the kitchen if you get hungry. And if you need anything, feel free to get ask me."

She put the blankets onto the bed. She then arched her back and let out a long side, raising her breasts even higher. "At least if you do come in you won't bother anyone. Just me sleeping alone." Something seemed strange about her words she gave off nothing else.

As she she prepared to leave, she quietly walked over and sat in front of me. "I want to thank you Robert."

I looked back. "Thank me for what?"

"For being a friend to Oliver," Rachel replied. It was hard to focus with her nearly exposed breasts so close to me. "It hasn't been easy for him since the divorce. And I know he had trouble making friends since he moved here. Thank you for taking an interest in him."

I nodded. "You're welcome," I replied.

She nodded silently. Before I realized it, her lips met mine. They were soft and she smelled like strawberries. She moved her caring hand behind my head as her tongue slowly danced with mine.

"Mrs. Terrell..." I began but she kissed me again.

"Rachel, call me Rachel. Just my way of thanking you Robert." She pushed her mouth back to mine, nearly making me cum in my cotton pants.

I put my arm around her shoulder and our kiss deepened. She tightened her grip on my hair and sucked on my bottom lip. Our tongues danced together. It was stimulating. I was kissing my friend's hot mom while he slept in just the next room.

Her pajama top let her boobs hang freely, just inches from my grasp. My safest instinct was to grab her ass. To my surprise, she didn't recoil at my touch. Instead, she moaned softly into my mouth.

Rachel giggled as she pulled back. Everything inside me wanted to prolong it but I couldn't build the nerve.

"Well," I said a long silence, "I think I'll go on to bed then."

She seemed to sigh a little and nodded. "Good night then Robert."

"Good night Rachel."

- -

When I awoke the next morning, a delightful smell zipped up my nose. I walked downstairs where Rachel was cooking breakfast and humming. She stood cooking in a blue fuzzy robe, her full ample bosom almost fully exposed. The edge stopped just under her ass, further hardening my morning wood.

"Wow..." I said without thinking.

She turned to see me and giggled. "Why thank you Robert," she said with her beautiful smile, "I'm glad you think I look I look good in the morning."

Uh... where's Oliver?" I asked, trying to take my mind off the perfect body before me.

"Oh, he's still upstairs," Rachel replied, "he rarely ever gets up before 10:00 on the weekends." I nearly fell over as she bent over to set the table, her ass fully exposed to me along with her pink pussy lips. She turned back and saw me, my pants almost ripping under the hardness.

"Well it looks like I have your attention," she said, licking her lips with a chuckle.

I looked down, seeing I had forgotten my specially made boxers. "I... I just... uh..."

"Mmmmhmmm..." she said in a pondering tone, looking at my bulge, "It's fine Robert. And perfectly natural. I must say it feels good to see a man get it up to me again."

"In fact..." Rachel said as she walked over, "it's makes me hotter than you could possibly imagine." She kissed me fiercely, her tongue circling mine. She moaned softly as she proceeded to rub my bulge as I palmed her huge knockers. I then felt her warm ass cheeks.

She slowly undid her robe, dropping it. I almost came all over the perfectly waxed wooden floor as I saw the wondrous, smooth, soft breasts that always made there way into my dreams.

Her hard nipples were almost a pinkish-beige. Yet her breasts themselves had no sag, swaying gently as she moved. It seemed almost impossible for her to see her lower body, her two orbs jutting greatly from her thin frame.

She moaned as I felt them, marveling at their feel and heft. "Feel how hard they are Robert?" Rachel asked as I lightly pinched her beautiful nipples, "our kiss last night had me so turned on, I fingered myself all night long hoping you'd come join me."

"Mom?" Oliver called groggily from upstairs, "Robert?"

"Damn it!" Rachel hissed, "Quick! Get dressed!" We immediately pulled our clothes back on as fast as we could. If it hadn't been for my boxers or Oliver's lack of observation, he would've seen the signs. My rock hard erection. His mother's untied robe and wetness dripping down her leg.

"What's for breakfast?" Oliver asked, sitting down with his back to us.

"Waffles baby," Rachel replied calmly. However, it felt like my heart was going to tear through my chest. I sat down, barely able to comprehend what had just happened. My friend's mom, whom I had lusted after since I had met him had allowed to feel up her sexy body. The seemingly friendly kiss the night before was one thing. This morning was something else.

She set our plates in front of us, his first. As she set down mine, she made a show of letting her nipple slip out. She gave me a sexy grin but Oliver, already eating, didn't notice. Later that day, while we played video games, Oliver got a text.

"Dude!" he suddenly shouted, "major news. Stacy just asked me out!"

"Funny you sound proud of that," I replied, "considering it's usually the guy who asks out the girl."

"Well I'm glad," Rachel said from the kitchen, "when is your date Oliver?"

"In an hour," he replied, turning to me, "should I take a rain check bro? I mean I wouldn't want you to feel I just pushed you off."

I shook my head. "Nah man. You've wanted to date her for a long time. You deserve it man."

He rushed to get ready and I got up. Rachel however placed her hand softly on my chest, not saying anything until she was sure Oliver was in his room. Hearing his door close, she kissed me again. We kissed madly, my hands slapping and squeezing her delectable ass.

She tightly gripped my shirt and our kissing intensified and I moved to kiss her neck and shoulders. She moaned as I moved down to suck her boobs but she held me back. "Hold on," She said, struggling to catch her breath, "he'll come down any moment. We can't let him find us fucking already."

"But he's so focused on Stacy he won't even notice." I replied, moving a finger into her pussy, making her whimper.

"I know," she replied, "but when he leaves, we can have the greatest fuck of our lives." I nodded and sat on the couch, hiding my massive erection with a pillow. Oliver finally came downstairs and quickly said goodbye, promising to be home by dinner. We then watched him practically zoom to the bus stop.

As soon as it left, we began kissing again, quickly taking each other's clothes off. As my cock came into view, she gasped. My cock swung back and forth like a pendulum, my sack feeling as if it contained two boulders.

"Fuck!" Rachel exclaimed, seeing my veiny shaft with it's purple head, "'this is fucking gigantic!" She traced it with finger, gasping again as she examined my balls, full and heavy. Without warning, she began to furiously jerk me off, her hand a blur as she went vigorously up and down my pole.

"Oh shit!" I cried out, laying my head back.

"Mmm..." she taunted, "daddy like?"

"Daddy loves..." I replied.

She went even faster, soon holding it firmly in one hand as her silky tongue licked around y knob before took me in her mouth. She stared at me the whole time as her blue lips slid down half of my cock as her hands did the rest of the job. It was so incredible, I grabbed her head and pulled head into my groin.

Her breathing intensified as she took me down, speeding ingesting my shaft. I braced on the arm of the couch as she continued to suck me down. Her warm mouth was like heaven, her slobber having all of my member shining brightly. She took me out and began to move her tongue over the loose skin above my balls, making me moan again as she licked from balls to base like a popsicle.

She winked as she gave a long kiss to my knob, licking across my slit. She quickly slid down to my base and I moaned as her lips touched my balls. She rose up to half my cock and slammed back down, my head hitting the back of her throat.

She then sucked my balls down her throat, deeply inhaling my scent. Fuck this is amazing, I thought, it's amazing I haven't cum.

Nevertheless, the demanding urge was there. To fill her mouth with my hot spunk. She saw the look in my eyes and pulled back. Precum draining like piss from my hole and she smiled. She then caught some on her tongue. "I almost let you blast in my mouth," Rachel said as she stood, "but I've got more in store for you..."

She then stood and began to rub my cock again. "Meet me in the guest room in about half an hour." She then turned to go upstairs, my shaft throbbing to full length. "And we're not stopping until those nuts are completely spent."

When I returned to the guest room, I took off my shirt and lay on my back. A few minutes later, Rachel walked in. She wore a yellow see through negligee, stopping just short of her ass. Topped her now yellow lipstick and 8 inch yellow heels, she was incredibly arousing.

She crawled in between my spread legs and pressed her lips tenderly to mine. Her lips were so soft and sweet, like cotton candy. She reached between us to jerk me off. The negligee was so tight, it practically thrusted her boobs toward me.

She followed my hungry gaze and chuckled. "Do you like it Robert?" I nodded eagerly as moved a hand to feel her up, making her moan softly. We then aggressively kissed, our tongues collided in unbridled passion. I moved into a seated position as she kissed me again and I began to squeeze and mold her juicy ass.

"Fuck that feels good baby..." she whispered. She moaned again as I explored her inner thigh and leaned back, pulling me on top of her. We both moaned and grunted softly as we grinded against one another.

"Go down on me Robert," Rachel asked, "please."

I smiled at her and kissed her lips before kissing between her breasts and down her stomach before arriving to her pussy. As she spread her lips, I teased her by licking and sucking on them. She groaned at the action and I sped up a little, flicking my finger and tongue against her cunt.

I then wrapped my arms around her thighs and deeply inserted my face. Rachel screamed and beat in the bed as I slyly entered three fingers into her. "Yes Robert!" she screamed as I probed deeper, "fuck yes!!" She reveled at the feel of my tongue on her slit as my hands never leaving her gorgeous gigantic breasts.

I finally leaned up and we kissed again before she gently pushed me back and again began her attention to my loaded balls. My throbbing prick lay against her forehead as she slurped on each testicle. I moaned as she spit them out, taking my pole back into her mouth.

"I never thought I'd be happy for Oliver to have a date," she said as she sucked on my knob, "but today I am."

"So am I," I replied, "but there's just one problem."She gave me a questioning look. "Only one of us is naked." I said. She took the hint and dropped my shaft from her mouth. As she removed the negligee, her boobs flopped out, revealing all their glory. She teased me by covering her tits with her arm.

"You want to feel up your slut's big soft boobs daddy?" Rachel asked in a hot tone.

"Absolutely," I replied, barely able to believe what was happening. But first, I had to taste them. I roughly wrapped my hand around one and she groaned as I began to suck deeply on the hard nipples, squeezing the squishy warm flesh.

As I continued my attack on her boobs, she reached to my cock, feeling my stiffness. "Ooooh," she moaned softly, "You do like them..." I twirled my tongue around her nipples, attempting to suck the globes down my through.

"Fuck, this is so wrong," Rachel groaned while rubbing my head against her wet slit, "but it feels so right..." She pulled her enormous breast from my mouth and hovered her cunt over my cock.

"I must tell you Robert," Rachel said with a hint of nervousness it seemed, "I have an extremely high sex drive. I don't cum easily. So if I last past your climax, I don't want you to feel bad." She then lowered her hand to stroke my pulsing battering ram.

Fuck that feels good...

I fought to maintain my composure. "I'll last." I managed to say as she kissed me passionately, continuing to move her hand up and down.

"Alright Robert," she said with a smile, "let's do it. What we've both longed to do for so long." She hovered above my cock and slowly slid down. I groaned as my head slipped inside. It wasn't as tight as I expected but it was a struggled to push through.

"Shit!" we both cried out at the same time. She began to slowly ride, her orbs overflowing my palms. I massaged her ass as she picked up speed, her udders slapping one another as she rode harder. Her boobs bounced madly as she began to drip her wetness on my cock.

We both moaned as I grabbed her hips and began fucking her at the same rate. "Fuck Yes Robert!" Rachel screamed, "bury that hard dick deep in my pussy!" Her legs raised up as I went solo, pounding away at her hot snatch.

She screamed as I mauled at her boobs, rubbing her large clit and spanking her ass. "Yes baby!" Rachel cried out, supporting herself on her arms, "Fuck it feels just as good as I imagined!" I reached up to grope her big soft boobs and she grinded me harder. I pulled her closer to me and began to grope her ass, making her moan louder.

Her ass repeatedly slammed into my balls. She groaned louder and I pushed her onto her back, making her squeal happily. Without pause, I thrusted into her pussy. "Fuck!" she screamed as our hips clashed.

"Fuck me Robert!" Rachel screamed as we met with lustful fury, "Fuck the shit out of me!!" I began pounding into her harder and harder, her smooth inner thighs bouncing against my hips. She cried out under my fucking, her massive breasts shaking wildly.

"Oh fuck Robert!" she screamed as I pounded faster and faster, burying my balls inside of me. "Yes! Yeeeeeeees!!" She screamed as her orgasm took over her body, making her shake wildly. The warm juices sprayed onto my groin, dripping from my balls.

I slowed down, my prick buzzing as it rested in her cunt. She leaned up to kiss me, twirling her tongue with mine. My balls simmered as she caught her breath, her boobs rose and fell rapidly.

"Shit that was great!" she exclaimed, "I've never cum so early..." She followed my gaze to her big rack and smiled. "Let me back on top."

I lay on my back as she swung her leg over my lap and lowered her ass onto my prick. It felt incredible as my head sliced through the tight ass. I slapped the soft skin and she moaned. "Yeah baby," Rachel said as she looked back at me, "enjoying that thick ass sliding down that hard fat cock?"

"Oh fuck yeah..." I groaned out as I reached to fondle her juicy boobs.

"Oh fuck, you're deep in there!" Rachel groaned as I began thrusting upward. I massaged her soft ass cheeks and then hooked a finger up her ass. She screamed from the added penetration and began bouncing faster.

"Oh shit," she cried, "I'm cumming!"

As she shook, I picked her up and put her legs over my shoulders. She groaned as I pushed into her. We grunted each time our bodies met with brutality. She moaned in gibberish and began slamming into me.

"Have you never been fucked in the air Rachel?" I asked watching her boobs bounce in my face.

"N-no. Never." she replied as he eyes rolled to the top of her head, "but fuck, it feels great!!" Her pussy seemed to tremble as I fucked her like a savage. She quickly came again, squirting everything. I dropped her back down, fucking her harder. She looked up at me. I was in total control. Rachel pleaded for me to go harder.

My cock glistened with her juices as I fucked her like an animal as I held onto her hips. "Fuck, fuck, fuck..." Rachel moaned each time I pushed in. The bed shook frighteningly as we hammered into one another.

"God, Robby!" Rachel cried out, tightening her grip on my scalp, "I feel that massive battering ram in my cervix!!" She cried out in an ear shattering pitch as she came again. Her juices coated the bed as she moved in an orgasmic spasm. After I pulled my cock from her dripping cunt, she lay her head back, breathing rapidly.

I was getting hard again seeing her breasts rise and fall. "I never cum so hard in my entire life," she said. She gestured me over and we kissed passionately as I groped her boobs.

"I'm glad I was able to do it," I said as I tweaked her nipples. As I sat against the headboard, she giggled her ass before me. She then sat on my stomach and wrapped her hands around my cock. She turned and smiled at me before rising up and sliding her cunt down my cock.

"Oh yeeeeeah..." she moaned as I filled her. She leaned down, letting me drown in the softness of her boobs. She pushed down further and began to roll her hips on my prick. "I want it Robert. All that hot creamy cum flooding my pussy. I want you to fuck me with all you have."

"Are you sure Rachel?" I asked, despite it being my greatest wish.

"Absolutely Robert," Rachel replied, "I want all your seed. And I need you to give the fucking of a lifetime. Are you up for that?"