Note: This story was dynamically reformatted for online reading convenience. TITLE: My Best Friend's Mom - 1 Copyright (C) 2009, w1drng. ALL Rights Reserved STORY CODES: Fm, First Time SUMMARY: Mike ends up having a sleepover with his best friend's mom. ADULTSONLY: This work is total fiction. It is intended for ADULTS ONLY. It may contain depictions of sexual activity involving minors. If you are not of a legal age in your locality to view such material or if such material does not appeal to you, do not read further, and do not save this story. Any resemblance to actual persons or activities depicted is purely coincidental. I neither encourage nor condone the involvement of children in sexual oriented acts with adults. "What do you mean you swapped weekends?" I asked Todd. "You were at your dad's last weekend. It's Friday already. I'm supposed to be spending the night. You can't change plans this late." "My dad had some kind of conflict next weekend and arranged with my mom to have me this weekend instead of next," Todd explained. "Then I'll be home for two weekends in a row." I'm Mike, a 14-year-old kid. I am 5 feet 6 inches and still growing. I run all the time and met my best friend Todd while running for the school cross-country team. We spend a lot of time together, often spending the night at each other's house. Todd is 14 too, but a little shorter than me. Todd's parents are divorced so I have only met his mom. Though Todd says my mom is hot I don't see it. What I do see is that his mom is out of this world. It is probably just raging hormones at our age and anyone would look good to us if they showed us any attention at all. Todd's mom, Mrs. Minor, shows me plenty. She is one of the nicest ladies I know, at least to me anyway. "What about our sleepover. I had to beg to get this one because my parents wanted me to go with them this weekend to visit my grandparents. I certainly don't want to do that. My dad, the 'weekend mechanic' needs to fix my grandpa's car," I told Todd. "They already gave me permission to stay two nights as long as it is OK with your mom, which I told them it was. They'll never let me stay at home alone and I don't want to go with them." "Well then just go stay at my place anyway," Todd suggested. "Your parents won't know. Just tell my mom that your parents have already left and my mom will have to take you in." "Alone, with your mom, all weekend?" I asked sarcastically. "Yeah, isn't that what you want anyway?" he joked. The reality is, that would be the coolest thing in the world, I thought. "OK, I'll do it. But what if your mom says no?" "First of all she is not going to say no, not to you, my best friend," Todd reassured me. "Second, she wouldn't send one of my friends back to an empty home. When she finds out that your parents are already gone then she'll have to let you stay. Besides, she kind of likes you." "Oh shut up," I told him. "She does not, not like that anyway." "Well you never know what might happen, a single mother, no boyfriend, it can get mighty lonely." He was trying to get a rise out of me. "Will you stop it?" It would be my fantasy-come-true of course, but it's never going to happen. "Well, you have fun anyway," Todd wished me. "I'll see you next week in school." That night I put together my backpack like I normally would, not telling anyone at home that Todd wasn't going to be there. I hung around until my parents were about to leave themselves for Grandma's. Normally I would have had them drive me over to Todd's earlier but I wanted them to drop me off on their way out of town. "You behave yourself at Todd's, Mike," my mother warned. "And have a good time. We'll see you tomorrow evening." "Not likely. Remember, I told you that we'll be staying another night, Harriet," my dad chimed in. "I know I won't have their car fixed by tomorrow." When we got to Todd's my parents hung around in the car until someone opened the front door. As soon as it opened I turned and waved good-bye and watched them drive away. "Hi Mike," Mrs. Minor greeted me. "Didn't Todd tell you that he is at his father's this weekend?" "What? No, I guess he forgot," I lied. "I'm supposed to be spending the night. He did call but there was so much noise at my house I guess I just didn't understand what he was saying. Well, what am I going to do now? My parents are gone, on their way to my grandparents house." "Do you have other family around that could come and stay with you?" she asked. "No, no one," I said. "I guess I'll just walk home." I turned and started to walk away, somewhat disappointed. I could survive at my house, but I didn't want to. "Wait a minute Mike," she stopped me. "You look like a poor lost puppy. Come on in, let me think." She stepped away from the door, opening it wide for me to enter. "Listen, I can't have you staying alone at your house when your parents think you are here with Todd. If you don't tell them then I won't either. You can stay in Todd's room. In that way no one gets in trouble and you'll be able to stay over again sometime. I like having you around. You're a nice kid. Besides, Todd would kill me if I messed things up for you two." "Wow, thanks Mrs. Minor," I said, all smiles. "And I won't be any trouble at all, I swear. I'll even help around the house; whatever you want me to do I'll do it. That's a promise Mrs. Minor." "Well for starters you can begin by calling me Edith, not Mrs. Minor," she said, giving me my first order. "Yes Ma'am, I mean Edith," I stumbled out the words. We laughed. "Now have you had anything to eat?" she asked. "Yes, Edith, I had dinner before coming over," I informed her. "Well then if you are anything like Todd, this being Friday, you will need a bath," she announced. "I'll start the water while you drop your backpack in Todd's room. Let's just call it your room for the weekend." "Thanks, Mrs...uh I mean Edith," I said as I walked off to Todd's, or rather my bedroom, at least for a couple of days. I heard the water start in the bathroom so I grabbed my pajamas and headed for my bath. Edith wasn't in there so I went in and got undressed. I got in the tub and let the water get a little more than halfway up before turning it off. I washed myself off pretty good but as I have often done, I soaped my dick into a hard on and began playing with it. I had to get up on my knees to get it out of the water. Before long I was stroking it fast and hard. I like to talk when I masturbate, pretending I am with whomever I am fantasizing about. Today of course, as it often is, my fantasy was about Mrs. Minor, or rather Edith. Calling her by her first name just made my fantasy that much hotter. "Oh yes, Edith, let me ram my dick inside you. Oh you want it harder? I can do that. Do you like it Edith; do you like my hard cock up your tight little cunt? Oh Edith, I'm going to cum, I'm going to cum right up inside your pussy. Here it comes Edith, oh yes, yes. Take that Edith." I was shooting my load out into the tub water when I heard a knock on the door, except the door wasn't quite closed. Edith was opening it wider as she came in. How much did she hear, or see? I quickly sat back into the water. "Excuse me Mike but I have a fresh towel here for you," Edith said softly. "I'll just set it here on the counter." Where I was sitting she wouldn't have been able to see me, being blocked by the shower curtain. But I looked up and saw her face in the mirror, just for an instant as she quickly turned and walked out. She was smiling. "Thank you," I called out to her. "Come on out to the kitchen when you are done and we'll have some hot...chocolate," her trailing voice said as she closed the door. I wondered, what if she had said 'hot sex' instead? I sat there for a moment wondering again what she may have seen or heard. I felt like an idiot. How could I stay all weekend now? I got out, dried off, and got into my PJ's. I would have taken my clothes to my room but they were already gone. I checked in my room and saw that Edith hat put them on a chair for me. So I headed for the kitchen. "Here you go Mike," Edith said as she placed a cup of hot chocolate on the table for me and then one for herself. She sat down and we both tasted the drink, pretty good too. "I understand from Todd that you are one of the better cross county runners on the team." "He said that?" I asked. "Yes. He says you aren't the fastest runner on the team, but you have superhuman endurance and can just go and go and go, forever if you have to. The longer the race, the better you do." "Well I'll agree about the endurance, though there are a lot of faster guys," I confessed. "But it seems like I can just run forever." "Hmmm...do you have a girlfriend Mike?" she asked me, changing the subject. I was startled at the question, coming from her. "I uh, well, not really. I guess I'm always busy with running, even in off-season. I just haven't had time for girls." "Well you would be a prize, Mike," she said. "Any girl would be lucky to get their hands on you." When she said it she placed her hand on my forearm. I felt my whole arm tingling and I was getting a hard on, in my pajamas. "Gee Mrs. Minor...I mean...uh..Edith." I was totally embarrassed. She slid her chair a little closer to me and placed her hand on my shoulder, letting it slide partway down my back. At the same time I felt her knee touch my upper leg. "I'm sure that whenever you get around to wanting a girlfriend, you'll do fine. Hopefully you'll quickly learn all you need to know to keep the good one," she said, "before she gets away." "What do you mean?" I innocently asked. "I mean I've kissed a girl before." "Oh I'm sure you have Mike, but to keep a girl happy you need to know how to make her happy," she explained. "But don't you worry. With your experience kissing I'm sure you will do just fine. There's probably nothing to worry about, do you think?" "I uh don't know," I said, my words getting stuck again. "I mean I haven't kissed a lot." I was getting worried. Maybe there was more to this kissing than I thought. I really hadn't kissed anyone, only saw it on TV. Finally I asked, "What should I do?" "Mike, I would love to tell you, especially since I know exactly what pleases a female, being one," she said with a giggle. "But this is not something you tell. You have to learn by experience, Mike. It's the only way." "I don't have a girlfriend," I told her again. "There's no one to show me." There was a long silence. "Well Mike, there is a very slight possibility I could help," she said, breaking the awkward moment. "Oh thank you Edith," I exclaimed. "I'll do anything for you, just teach me what I need to know." "First Mike, if I do this for you then there is one absolute rule that can never be broken," she said. "You have to promise me that you will never tell anyone, especially Todd, that I taught you anything at all. Can you do that?" "Absolutely, I promise. I'll never say a word about it to anyone," I promised. "And I guarantee it, Todd will never know." "The second rule is that while I am teaching you, you do exactly what I say, no arguments, no matter what it is," she said, adding, "Of course I won't tell you to kill someone or hurt anybody, nothing like that. We'll be here in this house the whole time." Again I promised. She could tell I was excited. I had forgotten about my erection but realized now that it was full grown. Now I'm only 14 and my shaft, when erect is only 5 inches long. But as I said earlier, I have great endurance. I can get it back up rather quickly. I have jacked off for over an hour before, interrupted by a few climaxes and a couple of minute's recovery time. But my fantasy is getting way ahead of reality. Edith didn't suggest we would be doing that, well she didn't say what we would be doing exactly. So I guess I'll find out. Maybe she'll just show me how to kiss, the right way. That in itself would give me months of images for my self-gratification. "Come into the living room with me and sit on the couch," she instructed as she walked over to the drapes and closed them. She then came over and sat next to me. "The first thing I need to do is find out how you kiss," she said. "Now kiss me." I leaned in and gave her a quick peck on the lips. "OK, we have our work cut out for us. Relax, we're going to have fun," she encouraged me. "When you kiss a girl, you want that first touch to be brief, gentle, just a taste of what is to come. Gradually you take control of her mouth, becoming more firm and assured. This leads to more passion, taking more chances, and eventually a burning of hot coals as you embrace each other. Let me show you." She leaned down and brushed her lips across mine, then moved away, hesitantly. A moment later she was against my lips. Oh she felt so good, her lips warm and moist. She pulled away and I saw her tongue slowly moisten her lips before leaning down to mine again. She opened her mouth this time and I felt her tongue open my mouth. It didn't enter me, just used to get my mouth open. I never knew that kissing with your mouth open could feel so good. I felt her take my hand and place it on the back of her head, pressing it in with her hand. I understood what she wanted and used my hand to bring our lips tighter together. She then took her tongue and slid it into my mouth, moving it around, exploring every inch. When she pulled it back into her mouth I tried it with her. I pushed it in as deep as I could before she started playing with it with her own tongue. A minute later Edith broke the kiss and said, "You are a quick learner. I may have to advance you to some finer things already." I smiled, feeling proud of myself. "After you have been kissing awhile, you need to be doing something with your hands," she told me. "I'll get you started but you take it from there. Just follow my lead as you have been doing and you'll do fine." I could hardly believe what was happening. Here I was kissing my best friend's mom, Edith, with her permission, not stealing a kiss. Hell, I was making out with her. "Now you kiss me Mike," she directed, "just like I showed you." This time around I took my time, starting gentle as she said. As our kissing became more firm, more passionate, she took my hand in hers and moved it up to her breast. She had my hand pressed firmly against her breast, massaging it. This was unreal. I was massaging Edith's breast. After about a minute she let her hand slip away but I kept mine there. A couple of minutes later she pulled my hand away and took my other hand to her other breast. She didn't need to do much directing here, as I knew what to do. Every now and then I felt her hands touch my arm, as if by accident. I opened my eyes to sneak a look and saw that she was just finishing unbuttoning her blouse. Somehow she managed to unsnap her bra and slip one arm out of her blouse and get her bra off of one breast. She then had me change hands again, this time though I was touching bare skin. She felt so soft and firm and full, all at the same time. Her nipple was hard. I felt it pressing into the palm of my hand. I decided to play with it by itself. I rolled it in between my fingers as Edith moaned with pleasure. I knew I was on to something good. Before I realized it she had her blouse and bra totally off and tossed onto the floor. Edith pulled back from me and laid back onto the couch. "Come to me Mike, take my breasts in your mouth, gently suck on them." To do that I had to lie down on top of her. As my mouth took in her right breast I felt my erection press against her body. As I worked on her one breast I felt her lower body slowly moving back and forth like a gentle wave. I found myself pressing down onto her as I moved my own pelvis in rhythm with hers. "You really are a quick learner, Michael," she said. "I want you to stand up, turn out the lights and remove your pajamas. Then come back to me." Of course I didn't hesitate a second. When I was done I realized that she was lying on the couch in the same position but she was totally nude. I didn't question my good fortune. I just returned to the couch. "Just as you were licking and sucking my breast, I want you to do the same down between my legs." She had one leg pulled wide away from the couch and had me kneel on the floor between that leg and the couch, giving me pretty good access to her pussy. As I leaned in I could smell her musky-sweet scent. I hesitantly stuck out my tongue and licked across her dark hair covering her pussy, pressing down until I touched her moist lips. She tasted like she smelled, though a hint of vanilla came through, probably from some perfume she used. My body was tense as I continued to lick and suck all around her pussy. I was both nervous and excited. "You want to fuck me, don't you Mike," Edith asked me. I responded with a nod of my head while I continued to eat her out. That is one thing that I just can't let happen. What we have done already should never have been done between us but intercourse is not an option. I can't let it be an option. I'm sorry." I was sad to hear that. But I was still happy for all that she let me do. "Tell you what Mike, take a finger and slide it into my pussy," she told me. I did and just left it there. "Now slide it in and out of me just as if you were fucking me. Yes, oh yes, just like that." "Does that feel like I am fucking you Edith?" I asked, feeling self conscious about using the F word in front of her. "Very much so," she replied. "Why don't you add a second finger Michael?" I did and was rewarded with her moans of pleasure. After a couple of minutes she gasped out, "Add a third finger Mike." As I did she added, "Now fuck me harder." I was sliding my fingers in and out of her pretty good when she suddenly thrust her hips upwards and cried out, "Oh fuck, no don't stop, yes keep going, oh shit." I did as she said and kept it up. But my hand was getting pretty wet from all the fluids that were coming out of her. When her hips fell back down onto the couch I pulled out my fingers as she pulled me up to her mouth to kiss me. The next part sort of happened on its own. I was so hard and she was so wet that when I brought my body up towards her head, my shaft just slid right into her. It all happened so fast. I was kissing her at the same moment I slid in. The feeling was incredible, indescribable. It felt like heat and oil and velvet all at the same time. She instantly came. With her body in another orgasm, her pussy was spasming around my shaft. I instinctively pulled back, knowing that I shouldn't be there but it was as if her body was trying desperately to hang on to me. Before I was all the way out, and with our lips still locked together in a kiss I could tell that she was trying to push me off to say something, complain, I don't know what. My body sort of took over from there and I pushed back in, hard, sinking all 5 inches of my iron shaft into her pussy. Breaking our kiss she exclaimed, "Michael." Before she could say another word I had pulled back and thrust in twice more. "Oh God," she said as I continued to fuck her. She quit trying to push me off and just lay there while I rammed her fast and hard. "Should I stop Edith?" I asked as I continued to fuck her, hoping she wouldn't say yes. "Too late now," she said, out of breath. "No. Don't stop." I continued fucking her like this for several minutes, watching her breasts bounce up and down with each thrust. It wasn't but a minute or so later that I knew I was about to climax. "I'm going to cum, Edith. Should I pull out?" "Don't you dare, Mike," she warned. "You cum inside of me." And I did. As I jerked my cum into her body, Edith jerked to through another climax of her own. "I'm so sorry for breaking your rule, Edith," I tried to explain after I caught my breath. "It just happened and once I started I just couldn't stop." "Well honey, it was probably not realistic to think we could stop short of intercourse," she said, "after all that we had done tonight." I was held up off of her chest by my arms but was still inside of her. I knew my erection had gone a bit limp as it always does after I climax. But knowing what I had just done and where my dick was still located, at that very moment, it was all such a turn on. It had now only been a few minutes at most since I had climaxed and I already felt my shaft starting to get some of its firmness back. I helped it along a little by gently sliding it out a bit and then back in. There was so much in fluids between us that lubrication was not a problem. I kept talking, trying to buy some time to get really hard and then she would have to let me fuck her again. "Do you think Todd will ever find out?" I asked her. "Don't you even think about telling Todd," she protested. "If anyone else every found out what we have done, I could go to jail for the rest of my life. Todd would end up with his dad and you would have lost us both." With each passing moment I was a little bit harder, enough now that I knew I could fuck her good and hard. "Will we be able to do this again?" I asked, all the while my strokes were becoming more pronounced. Edith smiled at me and said, "I think you already know the answer to that question." She lifted her knees up towards her head and placed her ankles on my shoulders. "This is for you now, so have fun." I did too. By the time I was done fucking her, 15 minutes had gone by, I had her knees pressed down onto her shoulders and I was squirting my cum as deep into her cunt as I could get it. This time, as I let her legs down, I pulled out of her and watched as long threads of my cum strung out between my dick and her pussy until I was far enough away to break the strands. "It's time to go to bed Mike," Edith announced. I grabbed my clothes and walked off to my room. "Where are you going?" she asked. "To bed, like you said," I answered. "Not to your bed, silly, to my bed," she said with a laugh. "We'll fuck in your bed tomorrow." Before going to bed we took a shower together and she had me hard again. "You do have great endurance, Mike," she noted. "I hope I can keep up with you." She let me fuck her in the shower but not to completion. She had plans for me in bed. After drying off she grabbed a bottle of KY jelly and we went straight to her bed. "I'm going to need this I think," she said, pointing to the lubrication. She was right. We fucked most of the night, interrupted by the occasional short periods of sleeping. It was around noontime when I woke up, having just slept for the last four hours. When I opened my eyes I wasn't sure where I was. There was a king size bed, the bed covers and sheet pulled down off the end of the bed, and I was nude. Sitting up I looked around but the room wasn't familiar. A noise to my right caught my attention and turning I saw Mrs. Minor walk into the room from the bathroom, completely naked. After a momentary shock, memories of the past night and last evening came rushing back in. Before me stood Edith, my best friend's mom, the woman I had fucked pretty much all night long. "Hey sleepyhead," she said, "you finally got a nice stretch of sleep. We both did and both needed it. It will give us the strength we need for today." "It's true then, everything I remember really happened?" I asked. "It's not a dream?" "No baby, it's not a dream," she assured me. "You're my dream come true, and I'll be yours as long as you want. But I have to tell you something. You actually wore me out. I can't keep up with you Michael, and I am not sure what I can do about it." "What do you mean keep up with me?" I asked. "From what I remember you were wonderful, fantastic in fact." "You recover so quickly," she tried to explain. "OK, sometimes I help you along with a little mouth action, but still I just need to rest once in awhile. I can't fuck all night long without some kind of rest. Don't get me wrong. It's wonderful. I've never been fucked like this ever, not by Todd's father, uh not even by Todd's uncle though that was a fun night. The point is you just never quit. I mean, yes, obviously there are short rest periods while you recover but my God Mike, you can go from climax to erection faster than anyone I know. If it wasn't for the few times we slept for an hour to break up the night, I would have died off, died off happy but still died off." "You fucked Todd's uncle?" I asked. "Are you listening to me?" she asked back. "Yeah, but I want to hear about you and Todd's uncle," I said. "Was that his uncle Casey? Were you married to Todd's dad at the time?" "What? You want to know if I was sleeping around on my husband?" she barked. "No, I didn't mean it like that," I explained. "I'm just interested in anything having to do with you, especially your sex life. That's all. I mean who you sleep with is your business. I'm just glad right now that I'm lucky enough you chose me. Heck whoever you chose would be lucky." "Nice recovery," she laughed. "OK, I guess it doesn't really matter now, since I'm divorced. It was a one-time thing. We were going up to use Casey's cabin and at the last minute, my husband Jason got called into work on some kind of emergency so he had Casey drive up with me to show me the way. Casey would then just drive home once Jason got there. Well Jason called and said he wouldn't get in until morning, so Jason spent the night. I really don't know how it all happened. Maybe it was the drinking. Maybe I was mad that Jason went into work. Whatever, I ended up in bed with Casey. The thing is Casey was a better lover than Jason. We certainly fucked the night away." "Am I better than Casey?" I hesitantly asked. "Oh Michael, in some respects yes," she said, making me smile. "You have more endurance than Casey and you recover faster. But Casey has, let's just say he is well endowed. He has a couple inches on you, several in fact. But give it time. You are young and have a lot of growing to do. And I hope I'm around to see it happen." "So he's bigger?" "Yes, and he did some things to me that, well we haven't done. Let's just leave it at that." "But I want to know," I pleaded. "What things? Give me an example. I may want to do those things." "If you think you've got the energy I'll let you try one thing now," she conceded. "Great, what is it?" I asked. Edith climbed up onto the bed and told me to fuck her doggie style, but first she greased me up really good with the KY Jelly. "Don't cum until I tell you, OK? So don't push too hard just yet. Yes, that's it. Now take some of this KY and smear it around your thumb." She handed me the lubrication and I did as she instructed. "Now push your thumb into my ass." "What?" I said. "Yes, push your thumb with the KY into my ass. It'll be tight but push it in, yes, that's it, good. Now move it in and out as if you were fucking me. Good, that's right. OK, are you ready?" she asked. "Ready for what?" I asked back. "To fuck me in the ass of course," she answered. "Pull out of my pussy and push your dick into my ass. It will be tight but just push until it goes in. Yes, now push hard, wow, yes, there it is, you've got it." "Oh God, it's so hot," I complained. "Don't just sit there, fuck me," she ordered. So I began fucking her, slow at first but it was so incredibly tight and hot. I only got to do it for a couple of minutes before I was shooting my load somewhere deep inside of her. "I'm sorry, I couldn't hold it," I apologized. "I just had to cum." "It's OK, it takes practice honey," she said, trying to make me feel better. I like Edith because she cares about my feelings like that. "We'll try again after lunch. Go wash yourself off and I'll meet you in the kitchen." When I got to the kitchen she had a sandwich and glass of milk for me. "We need to talk Michael." The sound of her voice worried me. Would she be telling me that we couldn't fuck anymore? "OK, about what?" "I think I want to try something," she said. "But only with your permission of course. You know how you seem to be able to just go and go needing hardly any rest?" "Yes." "I'm not ashamed to say that you actually tire me out, like I told you before," she confessed. "What if I were to bring a friend over to see you? I trust her to be very discreet so you wouldn't have to worry about her saying anything to anyone. It would be our secret. But it would give me a little rest and keep you satisfied. Would you be interested in something like that?" The End (until Mike answers her question)