| Title: My Friend And His Keywords: mF, inc, voy, mom, son
As for weirdness, the guy who's the tops
Is a kinky butcher named Pops.
Since he thinks it's effete
To be beating his meat,
What he's into is licking his chops.
My Friend And His
by Caesar, copyright 1999-2002
$Revision: 1.7 $ $Date: 2002/04/15 14:07:25 $
I remembered his face from our English 20 night class and thought it
polite to say "hello".
It would change my life.
"Ryan right?" I held out my hand for the tall thin who
immediately grasped it and smiled hugely.
"From the night class right?"
I nodded pleased that I wasn't completely ignored. "Right. English."
I thought it pushing it for Ryan to remember my name, "I'm Roger."
He withdrew his hand and dropped the box of cereal into his
supermarket basket, "Sorry."
I was about to ask him what he thought of our class and the new
instructor when this woman came out of an aisle behind Ryan. My eyes
slipped pasted his thin adolescent face to the sexy fox behind him.
She was probably in her late thirties, maybe early forties if she aged
well, had shoulder length sandy hair, a thin frame and small
She came out of the isle and turned towards the bakery, away from us.
This lady was wearing those knee-length bike shorts, a tank top and
sneakers. And she looked great! Very sexy. And I don't often refer
to chicks that way.
And that ass! "Wouldn't ya like to wake up with a piece of that each
morning?" I asked macho-like.
Ryan turned his head, stared at the receding wiggle in those tight
black shorts then turned back to me with a queer smile. "Oh ya! Do
you like women?"
I took this, along with his half smile, to mean that he didn't. I
played it up, "Sure, every teenage needs one!"
Ryan laughed lightly and shook my hand again, "Guess I'll see you next
"Will do - nice to meet ya Ryan." He turned his cart towards the
bakery and I retreated to the milk section. My had sent me out to
get a pound of butter and a couple litres of milk before supper, which
I had better get done before I'm in trouble.
I was in line at the checkout when that sexy fox came up behind me. I
stole a quick glance at her face, which was aged but still very
attractive, and noticed Ryan come up next to her with his cart.
This sexy fox turned towards my co-student and asked, "Hi honey?
Did you make sure to get the low fat cereal?"
Christ! They were together.
Before I could think or say a thing, though my face had time to turn
red, Ryan interrupted, "Roger, I'd like you to meet my Leanne."
This middle-aged woman turned towards me, smiled politely and held out
her hand. "Oh are you a friend of my husbands?"
I could have shit myself.
How could a guy only a year than myself get a babe like Leanne
for a wife?
The question kept being asked over and over in my mind since that
embarrassing moment at the grocery store a couple of weeks earlier.
Ryan, I had learned, had no job, was a high school dropout and had a
complexion problem. On top of that he was to one of the
choicest foxes in our town, if I was any judge.
I'll take this as one of life's little curve balls and forget about
it. Yet, I couldn't Ryan, it seemed at our first class after the
chance encounter, seemed determined to become friends. He and his
wife had moved here only a few weeks before the class started and
didn't know anyone, I guess I was his choice for a friend.
How the hell do I become friends with a guy that was married? To a
older chick to boot! I'm struggling just to put my hand upon a breast, even over her clothing! Ryan, much to my initial
embarrassment had not problem in telling me about some of the things
his and he does.
At first it was embarrassing and I found it rather rude, as I had no
comparable experience to tell him about, when he explained how Leanne
woke her husband each morning, before she went to work mind you, with
a blow job.
Now how was I, barely a virgin if you count poking my ex girlfriend
while she was half-drunk, supposed to compete with that?
I wasn't I soon learned.
In fact something else happened.
If Ryan had been bragging or trying to irritate me on purpose I know I
would not have come to idolize him as I did. He was what every
teenager dreams of having - a sexy woman who will do anything for him.
If half of what he tells me is true.
Perhaps I could learn something from him. Who knows?
Now Ryan isn't what our own age call a "hunk", hell he looked
more like a geek than anything. He was tall, six foot two he told me,
and rather skinny. He had a thin, unattractive face that most would have found revolting.
So, why I wondered, did Leanne marry this guy?
He was a year than I but other than his marriage, had less going
I had left high school, against my wishes, when I was offered
a job as an apprentice industrial electrician. I was out of a job in
six months and on employment insurance for another six before going
back to night school. I still lived at home, but rarely saw my
parents as I lived in the basement and had my own door to my room. I
was shorter than Ryan, five foot eleven and stocky and strong. I have
no problem getting dates, but have had bad luck getting further than
Now that you know my life's story, you may understand a little about
where I'm coming from when I relate this tale.
"Hey Rog, do you want to come to supper tonight? Bring a date." Ryan
asked me as soon as I came out of our classroom.
"A date - thats a joke right? Won't it be too late for dinner?"
He ignored my first question, "Naw, Leanne hates eating alone and
waits for me to get home. I told her I'd invite you."
I didn't see a reason not to attend. "I guess, sure."
"Great. Can I ride with you?" I had a mustang that needed a lot
of work but still looked hot. Ryan and Leanne only had the one car
and she used it for work, "Sure."
We drove to his place.
It was a modest middle-class house a few blocks from school, rather
smaller than my own I noticed. The lights were on and I could hear
faint music coming from the open windows.
"Leanne loves to listen to music when she is alone." It was some
golden oldies music station that could be heard, but I had the sense
not to mention it.
I asked as we locked my car and walked the half-block to his front
door, "How did you and Leanne meet anyways?"
Ryan just shrugged at first, which was contrary to his normal
uninhibited answers, then finally answered. "We've known each other
all my life and one thing eventually lead to another..."
I let it drop.
The door opened just as he was reaching for it, Leanne stood smiling
towards us. "Hi guys. Come on in!" She reached forwards and gave
Ryan a quick moist kiss to welcome her husband home. I followed, no
kiss I must admit.
That was a joke people!
Supper was great - roast pork with mashed potatoes, peas and corn,
buns and finally a bumble berry topped with Danish cream. I was
Ryan suggested we retire to the living room, though it was only two
feet away from the kitchen, to relax and digest.
The couple snugged up on the couch, both her arms about his
waist and his hand upon her shoulder, I sat on the wide chair across
"Have you lived here long Roger?" I loved the sound of Leanne's
voice, deep and sensual.
"All my life. My moved here a month before I was born."
Ryan turned towards his wife, "Told you he was a local boy."
Leanne giggled, probably more from the cheap wine rather than Ryan's
comment, and kissed her husbands neck playfully. I watched in detail
how her lips puckered, wrinkled and then left a touch of saliva on his
smooth pale skin.
Ryan had been rubbing up and down his wife's raised side and hip,
which caused her skirt to raise slowly up her thighs. I only noticed
this when her tan nylons suddenly got darker when her raised skirt
revealed the darker tan of the top of a stocking.
Wow, did women really wear those outside of men's magazines?
Leanne had these long thin legs, and in the looked
magnificent. I could even see some of her pale skin about the top
edge of the and felt a tingling between my legs.
I knew I was looking too long when I finally looked up and into Ryan's
amused eyes. Oops, caught. He just smiled and winked at me.
Thankfully, Leanne only had eyes for her husband and never noticed.
Our conversation moved towards a few of the best restaurants in town
and some of the better entertainment places, which were few.
While we chatted, I couldn't help but look upon my friend and his and feel this strange nagging in my brain. I had no idea what it was
about. They certainly looked like a strange couple, she in her out of
style middle-class skirt and blouse that she had probably worn earlier
that day and he in his ripped jeans and tee-shirt. What was more
obvious was the age difference, these two couldn't have anything in
common I told myself.
"I'm afraid there isn't much to do in town other than eating out or
going to a park." I added to the conversation.
"Thats one of the reasons we came here", Leanne retorted. Her husband
caught my eye with a nod of his head and then nodded to his wife's
raised hip. I watched amazed as he lifted the hem of her flower
patterned skirt to reveal his wife's naked loins. She was busy
chatting to me that she never even noticed her husband was exposing
her body to his friend. "The city we came from was too dangerous to
Leanne wore no panties.
I could see the tuft of pubic hair between her closed thighs and I
felt the blood leave my face and rush to my cock.
Ryan smiled at my discomfort.
"I was so horny after you left I had to fuck her right there on the
floor of the living room." Why was I listening to this?
Ryan scooped up half a dozen French fries and shoved them into his
mouth, no mystery to me why he has a bad complexion.
I couldn't keep quiet, "Just what I wanted to hear Ryan."
"Sorry buddy, but I saw how you were looking at her legs."
"And stockings", I added.
"And pussy." He echoed with a smile.
Since my new friend was so open and honest, at least I believed he
was, with me I barely hesitated to ask. "Doesn't Leanne wear
He giggled, half a fry slipping out of his mouth, obviously proud of
his wife. "Leanne can't get enough of my cock." Great answer Ryan,
No one was sitting near us at the food court in the, only, mall in
town. Besides, it was two in the afternoon, and was nearly dead.
Only the unemployed bums like Ryan and I were here.
I just shook my head in confusion at their relationship, not for the
first time I assure you, then let the conversation drop.
"Want to go to the river after we finish lunch?" The river was where
I sometimes hung out, nothing much there just nature.
He shrugged then countered, "Why not go back to my place and watch a
Sounded as good an idea as anything else, "Sure."
The ended two minutes after Leanne arrived at home. It had been
a great war movie, the Dirty Dozen, that I had seen half a dozen
times already. But still loved it each time I saw it. She saw that
we were busy watching a movie, silently kissed the top of her husbands
head then retreated to their room. I watched her walk away.
Ryan caught me, smiled and winked.
As the credits rolled past he stood up and threw me the remote control
to turn off the television and player before following his towards their room. "I'll be back in a second."
It wasn't a second, but five minutes before I became frustrated with
waiting. I was going to call out but something changed mind, so I got
up and went down the short hallway to their bedroom as quietly as I
I saw that the door was half open and I froze and held my breath when
I saw what was within. Ryan was seated at the foot of his bed while
Leanne knelt, still dressed in her work clothing, between his spread
knees with her head bobbing over his crotch.
Ryan was getting a blow job from his wife. Holy fuck!
I was about to sneak away when Ryan looked up and again winked. I
froze and smiled weakly back. Fucking prick was getting a blow job!
Leanne suddenly stopped bobbing her head and turned to look me right
in the eye. She didn't look too happy that I was there but her
husband grabbed at her head with both his hand and forced her face
back to his lap. Leanne resisted for a brief second then I saw her
close her eyes and again open her mouth wide as she turned away.
When she was turned back towards my friends lap, I saw his penis for
the first time. Like him, long and thin. I'd guess he was six to
seven inches long and was covered in his wife's saliva that his cock
glistened. I lost sight of it when Leanne again descended upon her
husbands love stick, and with his firm hands, continued to bob up and
Ryan was started breath fast and heavy while he forced his wife's face
to move faster before him. I could even hear the sloppy sounds of her
busy mouth as the long thin member had to be plunging in and out of
her mouth past her tonsils.
I knew it happened, at first, when Leanne groaned and began to gulp
loudly a few seconds before her husband grunted and then clenched
every muscle in his body. Her face was forced down until her forehead
was pressing into her husbands flat stomach and he jerked a few times
even as she continued to loudly drink at his fountain.
I backed out of there and told myself that I would never again doubt
Roger when it came to sex.
The was a god.
Nothing was mentioned about my voyeur intrusion into their marriage
bed, though I had been nervous how this would affect our friendship.
And something changed in our relationship and instead of telling me
more about him and his wife, he was focused on helping me find a
Well, "girlfriend" may be the wrong word. A to let me fuck her
would be more accurate.
I did have one that agreed to go out with me, a from our
class actually. Her name was Betty, and though she was no raving
beauty, I found her chubbiness attractive enough to ask out on a date.
She only agreed if we didn't go alone, her rules evidently.
Ryan agreed to accompany us with his wife.
I chose a drive in theatre of all places, as cliche as that
sounds. It was one of the last ones in the Province.
It was a good choice, as it was nearly deserted so I was able to park
my mustang far away from any other cars.
Betty looked wide eyed at Ryan's wife. And I couldn't help but check
her out too, Leanne was dressed in a tight leather skirt, nylons and a
tight tee and looked just like a middle-aged women whom was
trying to act twenty years younger than her age. It was almost
Don't get me wrong, she looked very fine. When we were getting
popcorn at the concession, Ryan asked me what I thought of his wife's
look. Before I could answer, he confided in me that he picked it out
and had to convince her she looked "hot" in it. I, of course, agreed
that she looked very sexy in it.
As we walked back to my car, our hands full with junk food, he said,
"I'll wait for you to make your move before getting heavy with
Leanne." I nodded and wondered if my move would be successful or not.
Well, the short is I made my move and Betty and I were lip
locked for several minutes before Ryan made his. Betty was on
my tongue and squeezing the outside of my bulging crotch with a
passion that I rarely experienced before in a date, especially a first
one. While I had one hand upon one of her near-flat breasts, fondling
the hard tiny nipple through the layers of her clothing and
undergarments. My other hand was squeezing and fondling the side of
her hip, as far down that I imagined I had half her generous wide ass
in my hand.
Then we heard Leanne groan with a guttural gasp and sigh. Leanne let
go of my tongue and released my cock, much to my impending
disappointment. We both turned our heads at the same time, looking
behind to the small rear seat.
At first I saw Ryan's thin poxy face smiling at me just before I
looked down. Leanne had her legs wide spread, with one black clad pale leg over her husbands lap. Her leather skirt was no where
to be seen and it was obvious that she had no undergarments on.
I was conscious of Betty's amazed gaze as we both saw Ryan's thin hand
between those pale thighs and saw three fingers moving in and out of
what could only be the middle-aged woman's vagina. As the seconds
passed, there was sloppy sounds echoing from between her legs where
her husband was finger banging her. Leanne had one hand upon her
husbands lap squeezing his covered cock while the other hand was
raping her own covered breast. She had her head back, her eyes closed
and her mouth wide open and was obviously enjoying herself.
Beside me Betty gasped and I looked to her to see her disgust at the
scene behind us. What the hell did the bitch think were came here
for, I hoped to get at least my finger wet from between her chubby
thighs. Yet something about the scene seemed out of place and I knew
my chances at Betty were destroyed.
We both turned about and faced forwards our faces too embarrassed to
look at the other. I did confirm my suspicions and moved my hand over
to her lap to squeeze those soft thighs of hers. Betty ripped my hand
off her and threw it back to my side of the seat.
I watched the remainder of that crappy even as Ryan brought his
wife to orgasm not once but twice. And was receiving a blow job even
as I drove up to Betty's house to drop her off.
Betty never said another word to me ever again.
I felt a bit sorry for myself at that sordid encounter, that I wasn't
as lucky as Ryan was with women. I began to wish there was an woman who would suck my nuts dry each day, never wear and act
like a slut for me. Hell, for that it was worth getting married!
I sure as hell wasn't having any success with chicks my own age.
Ryan was late in meeting me for our early Saturday fishing trip. His
first, he told me. I drove to his house a little perturbed and
anxious to get started else the day would be too hot for fishing.
Ryan's face poked out from the side of the closed curtain in his
window and he sure didn't look ready. He let me in and looked
surprised and sorry that he missed his meeting forty minutes before.
He ran off with his pyjama bottoms half ways down his ass crack. I
chuckled and settled myself onto his couch to wait even as I head the
shower start up.
"Morning Roger." Leanne came into the living room cupping a mug of
steaming coffee, which smelled wonderful. "Coffee?"
"No thanks." She sat next to me on the couch, and tucked her feet
under her ass facing me. "Hum... beautiful morning. Sorry to keep
Was it her fault? "Thats okay, we can still get a couple of hours
She turned her head and looked out at the streams of light slipping
pasted the still closed curtain. It gave me a brief moment to study
her in close proximity.
Leanne, as I've probably mentioned, is a very beautiful woman. No
matter what her age I may add. She also looked incredibly sexy seated
there with her satin rob loosely enclosing her body and her sandy
blonde hair wild and in disarray. I again studied her legs, for the
first time without stockings, up till they disappeared beneath the
robe nearly at her waist.
At some point she had turned back to me, which I hadn't noticed. She
wore a little private smile when I finally saw her eyes looking at me.
I turned even as she commented, "I'm glad Ryan met you Roger, he
needed to make friends and get out more." Why? I just nodded and had
to look away else I get caught again looking upon her. "He has been
so excited about this fishing trip since you asked, he's never been
near a fishing rod."
I laughed and turned back to her, "I guess that means he should learn
how to clean 'em!"
She laughed also, "I agree." I rather enjoyed the moment.
The shower was still running and I humorously cursed the city for
even taking a shower before going out fishing.
There was a few minutes of awkward silence before Leanne broke it.
"I'm sorry my husband doesn't have a little more discretion?"
It was stated as a question, evidently she wanted to discuss this. I
shrugged, "Its okay." What could I say, that I enjoyed watching her
give Ryan head?
"Do you think it silly that he likes to show me off?" She sipped her
coffee, watching me over the rim of her mug.
Again a shrug and I began to feel a bit out of place, "Ryan is just
proud of you."
"Why do you think he's, as you say, 'proud' of me?"
Strange question. "Because he loves you and because your so
I looked back at her and was startled to see that her robe had opened
at her chest enough to reveal one of her breasts. I looked upon her
small round boob and the tiny brown nipple with hunger, I haven't seen
a woman's in months.
"You and Betty never worked out?" She was watching me again with that
small smile as I had to rip my eyes from her tit.
"Naw. Not really my type either." Which wasn't really true, as any
woman that was breathing was my type right now.
"Ryan said you used to have a girlfriend?" But I fucked her while she
was drunk and now she never wants to see me ever again either. I just
shrugged, wondering how we got onto this conversation anyways.
Then she blurted out, "Do you find me attractive Roger?"
Her nipple was hard and wrinkled and I would swear it was aimed right
at me. I had to force my eyes to look into her own, "Yes." It came
out more as a gulp than a word.
Ryan came half running into the living room still half dressed in his
old jeans and wool shirt. "You ask him?" He bent down kissed her
forehead as his hand reached down and tweaked her tiny hard nipple.
It was as if I wasn't even here.
"I was just about too." She smiled up at her husband and then turned
back to me. I began to wonder if I was going to be offered sex by my
friend's wife. Would I accept? Or rather, should I try not to
"Ryan, there is this woman at work who I told her about you...", she
was trying to set me up! Ryan looked at me and smiled anxious for his
wife to ask me, "... and she is interested in meeting you?"
Ryan interrupted, "Tell him Leanne!"
"There is one catch, she is a bit than you." Leanne was looking
into her coffee and was no longer looking at me or her husband.
Now I understood Leanne's earlier questions! I should know not to get
my hopes up. "How old?" It was the obvious question wasn't it?
"She just turned forty this year."
Ryan was beaming proudly at me, "She's a divorcee that needs some
young hard cock!"
"Ryan!" Scolded Leanne, much to my amusement.
He bent over his and again grasped her exposed breast, the other
hand slipping between her thighs and disappearing beneath her robe.
Leanne gasped and looked at me embarrassed.
"There is a secret to women Rog", Leanne gasped and jerked her
body which caused her robe to open slightly at her thighs, enough for
me to see that her husband at at least two fingers moving in and out
of the furry lips of her cunt. He finally continued even as
Leanne closed her eyes and let her head drop onto her husbands
shoulder, "they'll do anything for you, and I mean anything, if only
you give them a hard cock and love them!"
"Tell Roger why I was late this morning Leanne?"
He pinched her nipple roughly which caused her to squeal in surprise,
"Oh god!" Her sex was already making sloppy sounds and my friends
hand was covered in her juices.
She gasped, "Ryan fucked me in the ass."
I looked on amazed. Ryan smiled at me as he continued to frig his
wife, "See!" As if that was enough to prove his point. "And she
doesn't even like getting her ass filled." He pulled his hand from
between her pale thighs and held up the dripping digits. "All I have
to do is get her wet and she'll do anything I want."
His wife, meanwhile, was whining and wiggling about the couch in need.
Her legs had lifted from beneath her and I found one naked foot and
calf laid upon my lap and her other over the edge of the couch.
Leanne half lay back upon the couch and was rotating her now exposed
loins six inches above the couch.
Ryan looked down at his Leanne's need and smiled, again proving his
point, at least to himself. "She would fuck a Doberman in this mood."
At that moment I didn't doubt him.
It was a rather strange moment in time, Leanne was half laying upon me
as her wet glistening sex was wiggling about within an arms reach.
I've never been so exposed to such a sight and I loved it.
Ryan leaned down and spoke into his wife's ear, not so quietly, "Give
Rog a show babe, finger that of yours!" Both her hands dived
between her spread thighs and attacked her sex.
He turned towards me, "Whenever I fuck her ass she fights me at first
but it gets her so hot she's usually ready to fuck a baseball team
afterwards." Ryan watched from over the back of the couch as his had two of her own fingers moving in and out of her as the
fingers of the other hand wiggled the pink glistening fold of skin at
the top of her cleft.
Every once in a while Leanne would open her glassy eyes and looked
upon me before they closed and she renewed her attack upon her own
"So what do you think buddy, would you like to meet Helen? I can
almost assure you its a sure thing!" It was like he wasn't even aware
his was fingering herself a foot away from me.
"Ya." I was too busy watching the show on the couch to be more
descriptive in my answer than that.
To my disappointment, Ryan slapped me on the back and let it be known,
"Guess we should get out there and nab those fish huh?"
Oh god, what terrible timing!
I crawled out from beneath Leanne's leg and watched her at work
pleasing herself all the way out the door of their house. I thought I
could even hear her sighs and groans as we climbed into my car.
We caught our limit that day.
Helen agreed to accompany Ryan and Leanne back to their place for
"drinks" once we were finished at the restaurant. My dinner was fine
but I was too nervous to appreciate it. My nervousness came from the
forty year woman seated next to me.
She was rather attractive, not as comely as Leanne I should add, but
looked her age. She had a round face that always wore a smile. Her
eyes were bright and sparkled whenever she looked upon me. She had
short legs but a rather nice round ass that I hadn't had the time to
Ryan handed me a beer and two wine goblets to the ladies before
sitting next to his wife. We chatted and laughed lightly to all the
jokes and innuendos that were rapidly filling the conversation.
I learned that Helen and Leanne were both secretaries in a law office
here in town. I also learned that Helen had three children of her
own, one a year than I. Talk about a nut-cruncher!
As much as I tried, I could not make the mental leap from attractive
older woman to a date when I looked upon Helen. She was too matronly,
reminded me of someone's - whom she was, three times over. And
the last thing I wanted to think about on a date was mothers. Hell, I
probably attended school at the same time with two of her children!
Though, thankfully she never told me her last name.
Instead I had a hard time keeping my eyes off Leanne. She looked
beautiful. Gray skirt and white blouse with white stockings. I would
guess Ryan hadn't picked out her clothing for this evening, as I was
learning that he liked his to look like a slut. Leanne noticed
my admiration but ignored it, much to my disappointment.
Helen, on the other hand, was wearing a patterned dress that showed
off her curves and a bit of but otherwise did nothing else
After our third beer and the ladies fourth glass of wine, we were
getting giggly while Ryan and his were snuggling a little too
close. I was feeling a little out of place with the closeness of
Leanne and Ryan. I think Helen felt it too as she disappeared in her
wine goblet rather often, though her eyes often followed me.
At some point, right in the middle of the conversation Ryan stood up
and announced, "I'm going to bed. Honey?"
Leanne put down her goblet and stood with her husband, "Ryan's right."
I saw that the back of her skirt was still pressed up to her waist
exposing her bare ass, I don't think Helen noticed as she was watching
me. Ryan did and pulled the garment down.
The two love-birds supported each other as they moved out of the
living room, Leanne turned her head and let the two of us know, "You
guys can use the spare bedroom. Night!" She giggled as her husband
roughly grasped her tiny hard bottom.
They disappeared from sight.
My mouth was dry and my stomach felt like lead. Helen sat silently
for some time till her goblet was empty before she whispered, "Do you
want me to go?"
Go? Where? What about the spare room?
"No." I heard my voice before I was able to conclude an answer, or
even understood the question. It was like sitting with someone's
mother, waiting for her to scold me for speaking out of turn.
Her voice had gained a little strength, "Would you like another beer?"
I just nodded negatively.
Another minute of awkward silence before Helen stood up and came to
stand before me, her hands held out before her. "Come with me Roger."
I placed my hands in hers and she helped me stand before slowly
leading me towards the spare room, next to Ryan's and Leanne's I may
Ryan had said Helen was a sure thing and as unreal as it felt, I knew
I was about to fuck this tiny matronly woman.
Helen walked backwards towards the spare room, and closed the door
behind us. She was wearing her customary smile and looked rather
anxious. I wondered how I looked?
She stood before me in the centre of the room and began to undress,
the only light coming from a street light outside. Helen didn't wear
sexy underwear like Leanne nor did she exercise to keep her body firm
and young. Helen was forty years old, she was a to a child
older than I was, and she looked it.
Certainly I was nervous but I wasn't aroused, my cock was soft within
Helen stripped all the way down till she stood facing me wearing only
a smile. She took the one step towards me and her hands came up to
begin to remove my clothing.
Even as she did this, behind the wall, I heard a faint echo of a
feminine moan. Leanne again. Ryan only had to get her sex wet and
she would do anything - he had proved it. I wondered what they were
doing right now, how he was going to fuck her tonight.
I stepped out of my slacks and stood naked, I hadn't worn underwear
either, before the middle-aged woman.
Helen looked upon my stocky strong body with hunger, her tongue was
licking her lips constantly and her eyes were wide as they starred at
my soft cock. "Its so big!" It was?
A scream of passion echoed through our room from next door.
Helen whispered annoyed, "Someone is having fun."
Yup, my friend Ryan was probably fucking the living shit out of his
wife. He was probably ramming himself in and out of that sexy wet
hole that I was now intimate with. At least visually.
Even as these lewd bawdy thoughts ragged through my mind a mouth
suddenly engulfed my soft cock.
I came out of my thoughts to look down at the round face of Helen as
she moved her mouth up and down my cock. Suddenly those erotic sounds
from next door never mattered, images of Leanne never clouded my mind.
Instead I saw an attractive woman kneeling naked before me with my
cock in her mouth.
I became rock hard very quickly.
Though still young, my cock was rather endowed, an inch longer than
Ryan's I may add and at least twice as thick. Helen could not get
more than half of my hardness within her. Not that she seemed to
mind, when I exploded with excitement, the middle-aged of three
suddenly began to groan upon my orgasm while her hands were busy
between her thighs and the other on my ass.
Its as if the excitement of my male organ was connected to Helen's
passion. She became aggressive and hungered for my cock. I watched
amazed as the matronly woman turned into a hot slut before my eyes.
From above, I could see that her ass was bouncing upon the carpet so
that I knew the single hand between her legs was frigging herself even
as she me rapidly.
I wanted more, I wanted to fuck this woman. I wanted her to groan out
so Ryan heard her. So that Leanne knew her friend had a cock in her
cunt. I wanted Leanne to get wet just imagining what I was doing to
this tiny attractive divorcee. Would she get wet from hearing Helen
scream out in passion?
Firmly I pulled the round face from my cock and to my surprise she
fought me, with mouth open, to return my manhood between her lips. I
was stronger than her though.
"Oh god!" She whined, "I want you to come in my mouth Roger?"
It was the first time in my life that I heard a woman beg, she was
looking up into my eyes and her face was no longer smiling as she
asked for my cock. She looked hungry, perhaps even scared of loosing
that touch of pleasure we had started here.
I was a and I had a big hard cock and now found the pleasure
in the woman before me. It was more than just appearance, though
there wasn't anything distasteful about her, it more for the fact that
Helen was a woman rather than a teenage girl.
"On the bed." My voice was rather commanding, contrary to my earlier
mood. Frantically, Helen spun about and crawled over to the bed and
up upon it. The round ass that I had admired earlier seduced me
further and I knew what I wanted, what I had to have.
Helen rolled over onto her back and spread her chubby short legs. I
grunted another command, "On your knees." She looked surprised but
that quickly was replaced by anxious submission and desire.
I walked up behind her even as she settled into a position fitting for
her ass and soft sexy body. Helen was upon her knees and shoulders,
with her face pressed sideways into the mattress. Her ass, her sexy
round full ass, was raised up high and the the bush of her sex
pressed out from between her thighs. She again whispered, "My husband
never wanted me like this...!"
I could have her any way I wanted right at that moment I knew, as Ryan
had explained about Leanne. I could fuck Helen in her ass hole, or
come all over her face, I could take her to the living room and let
the neighbours see this woman getting fucked by a younger than her
oldest child. It was a feeling of power that rolled through my brain
as I positioned myself directly behind that sexy raised ass.
I've never done this before, it hit me as I held my cock towards that
tuft of poking from between her full thighs. I wasn't sure the
best way to sink my dick within her, to best find the hole. My last
experience wasn't too encouraging, that that woman wasn't panting and
rotating her body in anticipation as Helen was doing.
Maybe Helen felt my hesitation or maybe she was just too anxious to
wait for me, but she reached around her big ass with a hand and
fumbled for my cock till she found it. She pulled it a few inches
forwards and then pressed back with her hips.
Helen screamed as I sunk into her super wet sex. She was tight I
knew, as only two thirds of myself fit within her. Or perhaps I was
larger than any other she had ever been with, I proudly imagined.
When I grasped both her soft hips and began to rapidly shove myself in
and out of Helen's body, she began to scream out in orgasm that caused
her body to explode in sweat and for her muscles to dance about in the
pale light. It must have lasted a full minute and I knew Ryan and
Leanne had to have heard her.
Even when the forty year started to come down from her climax, I
dug my hands into her flesh and began to tear my cock in and out of
I wasn't yet finished!
I noticed two things as I came awake. That there was light streaming
into the room and that a soft warm mouth was my cock.
It was Helen of course.
I closed my eyes and enjoyed.
Last night I had come twice. I wasn't able to count all the climaxes
Helen experienced. I had fucked her in the doggie style for a long
long while till I filled her with my cream. She loved it and proved
it by cleaning me lovingly, afterwards, with her tongue. I even
surprised her twenty minutes later by another gigantic hard on, which
she this time rode with a wild abandon that a teenage would be
envious of. Up and down she bounced above me, giving me a wondrous
view till we both climaxed simultaneously and falling asleep with my
soft cock still inside her sloppy sex.
That tongue swirled around the head of my dick and I couldn't help but
smile. Is that what Ryan felt each morning when Leanne woke him?
Then Helen moved her head slowly, my cock inside her mouth, up and
down. This was not for her pleasure but for my own, that hurried
passion was no longer evident in her actions. I allowed myself to
feel the pleasure, to raise up that pleasure summit rapidly.
I came with but a long groan from me, I filled her mouth and could
hear her gulp loudly. Helen kept me and sucking, even as each
spurt shot into her mouth. I never needed to grasp her head as she
never resisted the urge to fill her belly with my cream.
My high came down slowly even as that sexy mouth and tongue continued
to pleasure me. I fell into a half sleep, only barely registering
when Helen climbed from the bed, from between my legs and started to
dress. "That was heavenly darling; I'll come to you any time you
She left with but a kiss.
I awoke hours later with the smell of bacon and coffee from the
kitchen. I was alone and I remembered how she had left me.
I was in love that moment. Not so much with Helen, but with what had
happened between us. With passion and power that had ran through my
veins. And with the sexual submission of Helen and her lust for what
throbbed between my legs.
Slowly, with tired limbs and a happy cock, I stood and dressed. I was
in my slacks and when I just looked to the half open closet door
and saw a framed photograph on the top of a open box.
I was too tired to be inquisitive.
I slowly found my way to the kitchen and that wonderful smell of
Leanne saw me coming and poured a cup of coffee which I immediately
took and cradled. It had been a long evening, but I wouldn't have
traded it for the world.
After scolding my tongue with the hot java, I looked up to see the
amused half-smile of Leanne. "Morning Roger." I just smiled
"Helen left an hour ago... and she had that same stupid smile on her
face. Had a good evening huh?"
I just nodded.
Then Leanne did something that surprised me, she came forwards and
slipped beneath my arms to give me a firm hug. She felt very nice!
When I slipped my arms about her, one gingerly cradling the half
filled mug of coffee, one of her hands grabbed my own and slipped it
down to her ass. She pressed my fingers into the firm tight ass cheek
and then let my hand go.
I was stunned, to say the least, but my hand never left that gorgeous
hard middle-aged woman's ass. Her face was in my neck and I
heard a low moan of pleasure escape her lips when I tentatively
squeezed that fleshy globe.
My god, Ryan's was making a pass at me! What the hell has gotten
Of course Ryan had to come in just then. Leanne was facing the
hallway and saw her husband approach us, she spun me around slowly and
put one arm about my neck. Her other arm went behind her and held my
hand against her ass.
"Hi honey. Coffee?"
My friend came in to see his with her arm about his friend, he
smiled and nodded for some java. Leanne finally pulled away from me
to get her hubby some coffee.
"We heard you last night Rog! Man, you sure gave it to her?"
Leanne spoke as she placed a mug before her husband, "Helen asked if
she could use our spare room again honey?"
Ryan laughed and replied, "Why not? Sure. I'm sure Roger wouldn't
mind - would ya Rog?"
I was still stunned at Leanne's actions and only half heard him. Did
my friends lust after me? "Naw, I wouldn't mind."
"Do you know good buddy, that Helen's screams got Leanne so hot
"Honey!" She bent down and attached her lips to her husbands to shut
him up, which gave me a view down the loose tee-shirt she wore. I
even saw her tiny dark nipples, hard and begging for my attentions I
I never called Helen directly, per her request. Rather, Leanne set
our future meetings. The two of us met at Ryan's home and would spend
the full evening in the spare room. Several times we met and each
time she taught me so much about fucking that I always looked forwards
to the next encounter.
Leanne and I were never alone during that time, much to my
disappointment and pleasure. Its strange being attracted to my
friends while also wanting not to see her when we were alone. He
never noticed a thing and was more interested in what Helen and I were
doing in his spare room, what was I doing to make that attractive
divorcee scream as she did. I think Helen told her friend about our
meetings and about my cock, specifically.
While Leanne and I were never alone, I often found her eyes upon me -
and if not for the memory of that hard buttock beneath my hand, I
would have simply thought her looks were my imagination. Also,
Leanne, normally found a seat across from me when we sat as a group.
Her legs wide enough apart that I saw whatever undergarments that she
wore, or not. When she leaned forwards, I always got a generous
glimpse of her breasts. These were not by accident!
What could I do - nothing that is what? I'm a good friend, I didn't
intend on hurting Ryan in any way.
As with all good intentions, they are not always to be.
Leanne called and told me that Helen wanted to meet that night, in
Ryan's spare room. No problem, it had been nearly a week and I was
feeling rather randy and needed a tumble with the middle-aged sex
The house was quiet when I arrived, but the front door was open. Ryan
nor Leanne were no where to be seen. I simply went to the spare room
and opened the door and closed it behind me.
The mood was waning and there was nearly no natural light in that tiny
spare room so when the warm hands of Helen's reached out to stop my
forward movement I jumped in surprise.
"Shit! Helen, I didn't know you were here?" A finger pressed against
my lips to hush me to silence. Okay, so she wanted to play that game,
as long as I get to mount the sexy woman.
I felt, rather than saw, her slip to her knees before me. My jean
zipper allowed quick release to the bindings covering my cock. It was
only seconds since I stepped into that room when I felt Helen's sexy
warm mouth engulf me.
She practically attacked my cock with her mouth, raping my manhood in
such a delightful way that I felt dizzy in the darkness. I held her
head both to steady myself as well as to hold her steady so I could
pump my cock into her.
Helen loved my cock, I knew - I remembered Ryan saying something
similar about his and chuckled. I now understood what he meant.
She was able to engulf more of me than ever before and I felt the head
of my dick hitting the back of her throat at each aggressive press of
I loved it. As did Helen, she was wiggling about upon the floor and I
could imagine one of her own hands between her soft thighs, fingering
her own big hairy pussy. Helen loved to masturbate, she had told and
demonstrated to me on more than one occasion. Till our clandestine
encounters, it had been the only form of sexual release that she has
had for years.
I pulled from that inviting mouth, not wanting to finish just yet.
Last time I did this, she had held me in both her small soft hands as
I continued to pump. The sight of my sperm shooting out and coating
her attractive face was an image I shall never wish to forget.
Helen groaned and I roughly dragged her the couple of feet to the bed
and began to pull off my clothing in a frantic rush. I heard the bed
springs as she moved about, preparing herself for me, then the sound,
and faint smell, of a very wet sex being manipulated.
God, I loved that sound.
I took that step forwards, squatted and fumbled for her feet. I found
them after a few hasty movements, and held them like bicycle
handlebars up and to either side of me. My cock wiggled about and I
felt the tips of her fingers guide me right at that most pleasurable
of spots. I felt nylon beneath my hands, she was wearing stockings.
My bone sunk to the root and I sat within her to catch my breath.
Helen was wiggling about, trying to tickle her clitoris against my
pelvic bone. She was also moaning and squealing about in such a way
that I knew those delightful screams were not far off.
I was going to start my hip movement, intending on making this fuck
hard and very pleasurable as I doubted my stamina could endure much.
It had nearly been a week after all!
Then I smelt it!
Not the seductive perfume that Helen wore, no that was prevalent in
the room. It was the sexual musk of her sex, her cunt, it was in some
way different. Don't ask me to describe it, but I knew that there was
One of my hands slipped down from the ankle I held to her calf and
finally to the back of her thigh. Instead of the soft wide legs that
I thought to find, was a long limbed firm leg.
It wasn't Helen that I was within, it could only be Leanne!
I almost shot my load right then and there.
The horny slut, she was getting it from her husband at least once a
day and still found the need to trick me into fucking her! What the
hell has gotten into her?
All my thoughts suddenly faded away when I pictured that faraway image
of Leanne masturbating upon the couch only a few feet from me at her
husbands instructions. She was one incredibly sexy woman.
Helen was forgotten and there was only Leanne and my hard cock.
I pulled it out of her with a pop from her sex and a groan of need
from her lips. I pushed forwards between her thighs and stroked
myself. It only took a few movements of my hand upon the vaginal-wet
cock until I felt my seed shoot out.
It rained upon Ryan's wife, and she gasped in surprise at the
come-fall. I aimed it towards where I imagined her face to be -
picturing my sperm coating her pretty face as my climax continued.
It was not over - I was hungry for more.
Helen had taught me something on our last visit, something that had
been greatly received. Quickly, so Leanne could not move, I knelt
down next to the bed. I found and pressed the backs of those sexy
thin thighs back and apart as far as they would go as I leaned
Leanne finally talked when I slipped my tongue against the protruding
enlarged clitoris, "Oh my god!" Then a half whispered, "Oh shit!"
I pulled from her sex long enough to let her know my feelings, "Its
Then I began to eat that most sexy of pussies, my buddies wife. It
was furry on top, but trimmed further down, hairless about the vaginal
opening and anal rim. She was screaming out in orgasm within a minute
of my tongue tasting her. Leanne was loving it.
I didn't stop there, I slowed down my oral assault and continued with
the lessons Helen had taught me. I rimmed Leanne's vaginal opening
before spearing my pointed tongue deep into her. It was, as she
latter confided in me, the size of her husbands dick as it fucked her.
When my tongue moved down to her ass hole, a spot that Helen was
adamant that I learn to pleasure, to relax, lubricate and then fuck
with my tongue - Leanne had another orgasm.
I loved the sounds of her pleasure, sounds that I had created.
Before she had recovered from her last sexual explosion, I moved up
and again submerged myself within her. "Oh god, your so big!"
In fact, I was to learn later, I was the biggest cock to ever fill
that sexy pussy. And there had only been two cocks to ever enter her,
I was surprised to learn later.
I was merciless as I ravaged her sex with my pounding man-meat. And
do you know what, Leanne loved it! She tried to wrap her whole body
about me and I knelt above her.
The most pleasurable moment of that evening, as strange as it may
sound, was when her mouth found my own. I could taste my own sperm,
and I was amused to learn my earlier orgasm had been successful in my
intention. She on my tongue as if it was a cock, the same size
as her husband's remember?
Eventually I leaned back, higher above her and moved her legs so that
her ankles were by my head as I held her knees together. I fucked her
in this position for a few minutes before again moving. I pressed her
feet together and moved them to one side of the bed till she was
laying upon one hip. I fucked her sideways and by the sounds her body
and mouth were making I would say another orgasm was fast approaching.
She kept repeating, "Oh god! Oh god!"
Leanne seemed to find pleasure in everything I did, and that in itself
was a turn on. I remembered her husbands boast, that she would fuck a
dog when she got excited, and I toyed with the idea of pushing her
submissiveness to the limit. Though I had no idea what I would
request for her to do.
Just the ideas flowing though my head were exciting me and I felt that
familiar tingling just behind my balls.
"Come in my mouth! Come in my mouth!" Replaced her earlier chant.
I ignored her and doubled my efforts, knowing I would exhaust myself
after this tumble. She cried out, knowing before I did when that
first blast of sperm left my body and shot into hers. Leanne screamed
out as another orgasm tore through her body and I felt her thrash and
buckle beneath me. I nearly blacked out as my energy and power faded
with each of come into that sexy woman below me.
Leanne's arms encircled my own and I felt her lips upon my forehead as
I drifted off to sleep.
Ryan woke me with a, "Hey buddy, another hard night?" He laughed as
he pulled out some clothing from the closet and left me again alone in
the room. It had indeed, been a very hard night, but what did Ryan
Leanne made her husband and I some breakfast and other than many small
smiles and glances never acted untoward me. Perhaps she had come to
me last evening on her own initiative or perhaps Ryan had instructed
her to pleasure his friend, as incredible as that sounded.
Ryan's excused herself to prepare for work, and I heard the
shower running upstairs. Ryan grunted something about watching some
television while I went upstairs to gather the last of my things
before going home for a shower of my own.
When I opened the door to the spare room I saw that Leanne was seated,
naked, upon the ruffled bed. She wore a nervous but pleased smile.
"Thank god you came."
The tall thin sexy woman slipped off the bed and crawled towards me,
then using her hands directed me to the only chair in the room - by
the closet. She then unzipped me and had my soft dirty cock within
her mouth in record time.
It was all non-chalant, and was a very comfortable and leisurely blow
job. I took more pleasure in looking down at her sexy face as
it bobbed up and down my cock and of the glimpses of exposed skin. I
knew right then, that Ryan did not know of his wife's visit to me last
evening nor could he ever know.
I was hard and her mouth was inviting but after the night before I
could last an hour. Leanne didn't seem to mind, she made love to my
large fat cock, blowing me with patience and persistence.
My eyes wandered as she did this, and eventually came upon the
partially opened closest that I had seen a few weeks before. Reaching
out, I was able to pull a few items upon the top of that open box
without Leanne even realizing it - her eyes were closed and she was
vastly enjoying her work.
The first thing that I had retrieved was a framed photograph with
Ryan as a with a much younger and still very sexy Leanne
standing on some beach. She looked magnificent. There was another
man, than Leanne also standing with them.
The next photo was with the same three people, seated at one of those
cheesy staged photos that every photo joint did back then. Ryan was
very young, and Leanne didn't look much than I am now.
The last thing that I had retrieved froze me to the bottom of my soul,
it was a child's classroom project - a Mothers Day card. It had a
small tree with pictures, and showed that with the
title 'Daddy' beneath it and that younger Leanne with 'Mommy'. At the
top was Ryan with his name beneath it.
"Oh my god!" Those same words that she had used last evening, no so
many hours before, but in a much different context. Leanne was
kneeling between my thighs and was staring in horror at the photos in
Leanne was Ryan's mother!
She broke down and began to cry, hiding her face between my cock and
thigh. My cock, much to my amazement didn't soften but stayed high
and hard, the side of Leanne's face pressed against its surface.
She spoke into my leg and I had to strain to listen, "My husband died
and it was only Ryan and I... it just happened... we moved here and
pretended we were married... I never wanted this... !"
Her sobs were shaking the chair I sat in.
I had to do something, to still her loud cries and her bodies
uncontrollable sobs. Grasping her head in both my hands I guided her
back to my cock and forced the head between her lips.
It took only seconds for the grief and horror stricken woman to again
become the cock slut. Though, Leanne strained to watch me,
almost as if she was gauging my judgement of her admission of incest.
'Incest', so strong a word. In this case it fit. I watched the
mother of my friend, not his as I had thought, suck me. Like she
sucked her son, as I was witness too. Now I understood the power he
had over her, perhaps not overtly, but strong enough that why
shouldn't Leanne succumb to her son's desires - there were worst
things than being thought a slut in other peoples eyes. A son-fucker
Eventually, Leanne relaxed and closed her eyes. She knew that, rather
than, be horrific to me, it turned me on in some strange kinky way.
Her sucking, rather than earlier, was with more compassion and love -
if possible. Leanne wanted me to last an hour, she wanted to give me
Much later, she swallowed my seed with hunger. Trying to accept my
tribute as fast as I shot it into her. I held her afterwards as she
gently cried, I was the first to know of her deepest darkest secret
and I forgave her. Leanne needed that.
Leanne and I were a few months later.
Ryan never touched his again, when she put a stop to the
incest, and after a strained period we continued to be good friends.
He eventually got his diploma and went on as an apprentice welder. A
few years later, he met a his own age, they and had two
He even attended our very quiet wedding, handing me the ring that I
slipped upon his mothers finger. They shared a look that spoke
columns but which even I knew not what was said.
My hated Leanne, for the first few years. Though very much
different in appearance, I believe my found the sexy woman a
threat between her son and her. She wouldn't have believed it if I
told her. My dad was simply just proud.
Helen, though not understanding all that had transpired, attended the
wedding and stood for Leanne as her Maid of Honour. A week after that
she stood as I licked her nipples and my new licked her friends
clitoris. A couple of times a month, after that first encounter,
Helen joined us. It was heaven!
Leanne, at my encouragement went to night school and is working on her
Law degree. I'm helping her in every way that I can. She is also
getting every of her body filled by her husband. Leanne loved me
with a passion I doubt most couples shared - I knew of her
dark secret, the one that held her back from moving her life forwards
when she pretended to live with her son as a husband as she was
fearful of being caught - and I accepted her regardless. In fact
months later, she cried out as I pounded my cock in and out of her as
we fucked doggie-style, "Fuck darling!" I froze for a brief
second, as did she when she realized what she said, when I doubled my
efforts, shoved my thumb into her rectum, and cried out minutes later
when I came, "I'm coming in mummy's cunt!" That was the beginning of
our private, legal, - as we shared our fantasies and
roll-played a mother-son relationship whenever we were alone.
And as her son once said to me, Leanne sure loved my cock. The woman
was a natural submissive, when directed by a strong man, a younger
man, especially a whom pretended to be her son. Nothing was
forbidden from me, as Leanne became a sexual submissive when our door
was closed. I never displayed her as a slut as Ryan had, for that she
was thankful, but I knew she would if I desired her too.
Me, I got my journey-mens ticket as an electrician - got a job close
to home so I could fuck my every night, and morning.
Meeting my friend, Ryan, and his 'wife', Leanne, was the best thing to
ever happen to me.