I Fell for My Best Friend's Mother

To say that I always wanted her, would not be entirely true. I wanted her oldest daughter, Elizabeth, first. I pined for her until my sophomore year in High School (she was a year ahead). I didn't even try to be with her, only a friend and she blew me off, calling me lame, flat along with a host of other insults.

With that avenue closed in my mind, I turned to her. She was the mother of my best friend, Meredith. She was forty years old my senior year and the embodiment of female beauty. She was everything I hoped to become. Her name was Jeanette, she was tall, 5' 10", dark brown hair down to her shoulders, a picturesque face with the most appealing lips. She had dark eyes that you could become lost in. She had a shapely figure despite the four children, nice wide hips, a narrow waist, and a substantial bust. Her breasts were nearly always pressing out of her top, begging to be set free. Her skin was a beautiful white, she had long gentle fingers, and graceful long legs.

Having gone to school with her children, I knew what people said about her. She was gorgeous in every way. I wanted her, and I felt like her just as I did for her daughter, the college freshman, but that bridge had closed a long time ago.

It was the fall of my senior year (I had turned 18 that August) and I was at her house with my best friend. We did our homework together for hours. She was out on a date, enjoying the town, and leaving us the house. My best friend takes after her mom, only slightly shorter, with longer hair, and less ample breasts. She was getting ready for bed and I had packed my backpack and was preparing to go home to sleep. I left her room after a goodbye hug and walked down the stairs.

When I entered their kitchen on my way to the back door I found her. She was sitting in one of the chairs crying. I dropped my bag and went over to her, kneeling in front of her, looking into her tear streaked face. What's wrong I asked with real concern as I helped her to her feet. Her date hadn't shown, leaving her at the restaurant, after waiting two hours, she had just left in tears. I looked her in the eyes, those dark brown eyes and told her it would be ok. I gave her a hug and I felt her body mold into mine, it made me warm. I am 18, 5' 8" with short blond hair, blue eyes w/ glasses, a curvy figure (as much as I try, there are some pounds that just won't go away, but I have a good figure nonetheless), and B cup breasts. Needless to say, I was turned on as I held her in my arms and felt her arms wrap me up. I told her that no guy in his right mind would do that to her. The guy was a gal she corrected, then paused. I looked her into her eyes and said, you don't need her, we can go on a date instead.

I knew what I had said, knew it slipped out, but knew that I wanted her, that I desired her, and that I should play confident, rather than meek. She looked me in my eyes, with a feeling of some lust, but then closed her eyes. I closed the distance and placed a light kiss upon her lips before quickly pulling away. I felt her freeze before softening to my touch. I saw her lick her lips as we pulled away, but then she closed her eyes shook her head and said not now. We can't do this now. I nodded my head in understanding pulled myself up to her ear and whispered, another time then, just let me know. With that, I grabbed my bag and hurried out the door, I was burning up from the experience.

Two weeks went by and I acted like nothing happened. She did likewise as I continued to spend long hours at her house with Meredith. Then one weekend rolled around and Meredith went away for a academic competition in Minnesota and I was left in town. On Friday I received a text message on my cell phone. I recognized the number, it was Meredith's mother. My heart skipped a beat as I checked the phone to read my message. It was short and sweet, "6pm, my place, dress sexy." The rest of the day flew by as I looked forward to the evening and my anticipated date. I only hoped that it was what I hoped it would be.

I raced home and began to pick out my clothes for the evening ahead. I picked out a beautiful lacy black thong and matching bra. I chose a khaki skirt that went to my knees, a black camisole that showed off my breasts and a short black sweater that buttoned up. With my wardrobe selected I hurried off to the bathroom. I quickly cut and filed my nails before hoping in the shower. I seriously took a long shower, washing myself twice over, shaving my legs, arms, and all my pubic hair. Rinsing off one last time I jumped out of the shower and began drying off. After drying off I put my hair back into a ponytail and went over my nails one last time. I dressed, applied my make-up, selected a comfortable, but dressy pair of flats and was ready to go. As I drove the thirty minute drive to her house I tried to calm myself, to steady my nerves and control my imagination. I succeeded at the first two, but failed at the third. I pulled up into the driveway as I had many times before, but this time, it was going to be different, or so I hoped. I walked to the door and it swung open, she had been waiting for me.

There she stood, the object of my lusts and desires. She had her hair down, but slightly curled. She wore a deep red lipstick, but little else. Her dark blue blouse was unbuttoned just enough to show off the tops of her beautiful large breasts, it appeared that she was not wearing a bra. She had a pair of tight khaki capris that allowed me to appreciate the beauty of those long legs. She wore a pair of heels that gave her another two inches as well. She welcomed me in with a infectious smile. She closed the door behind me, took my purse and bag, setting them on a nearby table, and brought me into a warm embrace. I felt the warmth emanating from her, it was a wonderful safe feeling. I looked her in the eyes and this time saw no pain, no fear, just warmth. She leant down, wetting her lips and kissed me. I returned her kiss, slowly parting my lips as I felt her tongue run along them, I could feel myself begin to grow wet from this moment. After what seemed like an eternity of this welcoming kiss she promised more of that latter, but first some dinner, music and dancing.

We sat down in her dinning room, two places were kitty-corner from each other on the table. She pulled out my chair as I say, I looked up into her eyes and saw love and lust at the same time. She handed me a glass of chilled white wine and went to the kitchen. She had soft jazz music playing in the background and candles lit the room with the shades drawn shut. It was a very romantic atmosphere.

She returned with two salads with a vinagrette dressing and some goat cheese. The salad was good, but I hardly remember it. I had to eat with my left hand, as my right spent most of its time in her left hand. She had an infectious smile on her face and I just blushed and looked into her eyes. When we finished our salads, she leaned into me, I leaned back and we kissed. She pulled away and taking our plates returned to the kitchen. I continued to sip the cold Riesling, it was very good with a sharpness to it. She returned with the main course, and placed it before me. It was an orzo with some scallops. It was an incredible dinner, see was a regular Giatta, with the sexy outfit to match. As we ate our dinners, we continued to look at each other, hardly a word was spoken the entire meal.

Once I finished she stood up and offered me her hands I eager accepted. We moved away from the table, she turned the music up and placing her hands on my hips, she pulled me tight against her. I felt her thigh move against me and I pushed back. I let her pull me tight as I placed my arms around her neck, looking up at her, smiling. We kissed, a long sensual kiss as we swayed together. My wetness began to build, I could feel myself getting wetter and wetter at this incredible contact. When our lips parted I know I had a huge smile on my face.

Why me I asked her wondering what response it would be. She explained how much my words of comfort meant to her. She also told me how much my offer of a date warmed her and filled her with desire. She began to pour out her entire life story, how she had always been attracted to women, but felt compelled to be conventional, marrying her husband, having kids and then, he left. How that event created a void, a void she only recently began trying to fill. She had begun to accept her desires, to look for that companionship in another woman. She had two discreet relationships, but the one love she had, deserted her for another. That was the day I found her, recovering from a broken heart. I asked if I was going to be a rebound.

No she replied, you are so much more before leaning in for another kiss. Her hands pulled me in tighter, one sliding down, and I felt her hand begin to gently massage my ass. I felt our breasts pushing together as our bodies moved together. I began to massage her neck with one of my hands, feeling her hair against my hand as we kissed. Our mouths were open, closing on lips, our tongues running against lips and each other. It was by far the most erotic kiss I had ever had. When we parted we looked into each others eyes. Wow was all I could muster in response.

Her hands moved to my hips and spun me around. Her hands moved around my waist, pulling my back tight against her chest. I felt her hips begin to circle and push against my back. I pushed back. One of her hands slide down my upper leg as the other pulled me tight. I moved one of my hands back to her hips, the other up around her neck, stroking her neck. The hand moved between my legs, pressing my skirt against my pussy as we swayed and grinded together. I turned my head to face her, leaning my head back and we began to kiss. Her hands slide up my body now, together. Moving to my sweater, gently sliding it down my arms, before running along my sides against my thin camisole.

I moaned when her hands slid by the sides of my breasts, teasing me. I moaned when one of her hands gently ran along the skin above the camisole. I moaned when her hand moved back to my pussy and began to massage. As we kissed, our tongues continued to move against one another. This was fast becoming the most incredible and erotic experience of my life.

She pulled away from the kiss, looked me in the eyes and smiled. She said I think we need to take this up to my bedroom. Wait here, please, she told me and I would have done anything. She left the room, ran up the stairs and five minutes later returned with a devilish grin. Extending her hands to me she invited me to her. I moved quickly taking her hands and following her up the stairs. As we went up I had the most beautiful view of her ass, swaying back and forth as she walked. She pushed open the door to her room, again, jazz music played softly, but candles were lit all over the room and the shades drawn shut. My mouth was open, treasuring the site, what she was doing for me.

As I looked at her she slowly began to unbutton the rest of her blouse, she slowly pulled it aside and off her shoulders to the floor. She revealed the most beautiful breasts I had ever seen. Large white breasts, flawless and firm, with large erect pink nipples. I smiled as I walked closer. Her hands moved to the hem of my camisole and lifted it up as I lifted my hands. The camisole joined her blouse on the floor. She stood, holding my hips as we looked into each other's eyes. I reached behind my back and unclasped my bra. I slide it off my shoulders and allowed it to fall to the floor.

She smiled and told me how beautiful I looked, I blushed. One of her hands slowly slid up my side, before cupping my breast, almost weighing it in her hand as she began to knead and massage my breast. I knew my nipples were hard, and if possible, getting harder. We moved together. Our hot warm bodies coming together. The feel of her breasts against my bare skin was indescribable. Our breasts touched, and pushed, it was so erotic, so beautiful. We began to kiss, my hands moving to her shoulders and her neck, holding her head as our lips and tongues made love. Our kiss grew more and more intense. Her hands moved to my back, stroking up and down my back before moving to my ass. Instead of kneading or grasping, one hand rested on the top of my skirt, as the other slid the zipper down, loosening the skirt and allowing it to pool at my feet. As I kissed her I briefly had the embarrassing thought that I was standing in front of my best friend's mom in just my thong.

But this was no longer my best friend's mom, this was my lover. As our lips parted from the intense kiss and I told her what I thought. I love you, lover, was all I could muster, hardly poetic, but it was my truest and deepest thought. She smiled leaning in and said, well lover, may I make love to you. I leaned in and kissed her as my assent and she walked me to the bed, the satin sheets felt luxurious against my naked skin as I moved into the bed. She looked at me and smiled.

She slowly began to unbutton her capris, swaying her hips as she undid them, then slid the zipper down and easing them off her hips before they fell to the floor. She stood before me only in a pair of sexy blue underwear. She climbed up on the bed and moved toward me. I was laying back against a sea of pillows as she crawled up to me, smiling as one of her legs moved between my legs against my pussy. She leaned in and kissed as her perfect breasts fell away from her body, my hands instantly began to massage and cup them, loving the feel of her breasts in my hand. The smooth skin, the warmth, the weight, the knowledge that she loved it. My thumb began to stroke across her nipple.

Our kisses stopped as she let out a soft moan and growl before our tongues resumed their play. She lay down against my body, her thigh grinding against my pussy. I was at a flood, and had been since our dance. I lifted one of my legs, sliding between her legs and reciprocating the pressure. I could feel that she was wet against her cotton underwear. She pressed herself down on my thigh as I pushed, just as she was doing with her leg and my pussy. Our lips kissed as my hands ran along her back, feeling her skin, moaning and groaning in response to this experience, this love.

She lay down on top of me. Her weight resting upon me. Her breasts pressing against my own. Her body, her skin laying and rubbing against mine. Her thigh pressed harder into my rapidly moistening pussy. I was soaking and I knew she could feel it as she ground against my pussy. My thigh responded against her, I could feel her wetness. The incredible realization that I had done this to her. I was the one making her wet. It was my kiss, my touch, my pressure that was causing her to build. I moaned against her as she began to kiss down my jaw to my neck, burying her mouth as her tongue licked around my neck. I moved a hand to her head, moaning in response to her touch as I pressed back against her, arching my back, moaning her name as she kissed and licked.

It was incredible. One of her hands began to lightly stroke the outside of my breast, sending shivers down my spine, she slid off of me, so she was only on me partly. As her leg continued its pressure, her hand began to lovingly cup and hold my breast. She began to stroke my nipple back and forth with her thumb, I was going nuts. The feeling was so great, so wonderful.

She moved back to my mouth, kissing me with abandon. Our tongues continued to dart in and out and around. I felt her hand slide down my breast, along my abdomen till they came to rest at the top of my thong. Her finger lightly slid gently beneath the fabric, teasing me, I felt her hand slide further and further until I nearly jumped. I felt her fingers brush across my clit as they moved to my wet slit. Her fingers gently traced my lips. She stopped kissing me and propped herself on one arm, watching my reactions.

I moaned her name, as her fingers slowly delved into my wet folds. Her deft fingers first stroked one lip and then the other before sliding between the two and into me. I raised my hips in response as her fingers continued their exploration. As she slid the fingers in, she grazed her thumb across my clit. I began to moan loader, almost pleading for her. I began to beg her to touch me, to make me cum, to take me. She leaned into me and said with pleasure. Her thumb began to press down on my clit, circling around and around. I pressed back up into her, moaning in response as I felt something building. It was incredible her deft finger gently stroked my love button.

I began to think just how incredible this was. That a woman had me on the verge of an orgasm. That her fingers were deftly driving me toward what would be a life-changing event. Her thumb began to circle faster and faster and I felt myself building and building. She continued her assault, as the while her fingers moved in and out of my wet vagina. Her fingers slid up along my slit until she began to stroke, and flick my clit with two very wet fingers. She moved her fingers back and forth, around and around and I began to shake. I began take shallow breaths, moaning and groaning under the touch. I felt myself shake and then begin to tense, the feeling spreading throughout my entire body and then...

I screamed, I moaned her name, Jeanette, Jeanette. I am cumming I told her, I am cumming, oh my gosh I am cumming. I felt that release a feeling that prior to this moment, only I had brought myself too. It was so much deeper, I felt this incredible sensation, knowing it was such an erotic and intimate moment. Her fingers began to circle my sensitive clit, slower now, allowing me to slowly come down. And then her fingers began again, the circular touch on my clit. And I began to build again. I placed my arm on her shoulder, the arm that was touching me so sensually and just looked in her eyes.

My mouth opened, breathing quickly, short shallow breaths as I felt the sensation, the building again. The shaking following by tension all over my body. I just whimpered, softly saying her name and then it hit me again. I screamed her name, Jeanette, I'm cumming, I'm cumming, I screamed. Her finger slowed its touch, before slowly sliding back into me. Her fingers stroked my inner lips before she brought her wet fingers to her mouth and as I watched in orgasmic bliss, she licked her fingers. I told her how incredible it was, she just smiled and said you ain't felt nothing yet.

She slowly moved back on top of me, this time placing her entire body between my shaking legs. My wetness by now had covered much of inner thighs, I was practically glistening, I could feel it on my legs and my pussy. I just felt the warmth of this arousal. She kissed me on the lips, smiled and began to slide down my body. My hands went to her shoulders, assisting her on her path down. She first stopped at my breasts, she licked and kissed between them. Then taking one breast in her hand, stroking the nipple with her tongue, she began to lick the undersides of the other. Moved to the side and the top, running her wet tongue along my breasts. She slowly took one of my nipples in my mouth, smiling at me, before she began to suck on my nipple. Her tongue began to circle around my nipple then back and forth across it. As one of my hands went to her middle back, my other rested on her head, holding her to me.

I began to just say her name again and again, Jeanette. She slowly slid to the other breast, and lavished the same attention upon it. Licking slowly around the nipple before taking it into her mouth, biting lightly, she stroked back and forth. She released my nipples, glistening from her kiss and began to slide down my body. My legs spreading as she went down, my hands resting on her shoulders. Her hands moved to my hips, taking the thong in her hand, she slowly began to slide the underwear down, my last piece, however small of clothing. She moved up on her knees, looking at my eyes, seeing the pure desire in them as she slid the thong down my legs and throwing it across the room.