[The day following Show and Tell with Fran ]
When I got home today, nobody else seemed to be around, so I changed into my gray gym trunks and headed down to the lake to relax. As I approached the clearing by the shore, I saw a woman sunning herself, and I soon recognized her as Mrs. P [Sylvia's and Fran's mom]. She was lying on her stomach, diagonal to me, and she looked my way when she heard me approaching.
"Hello, John," she called. "How are you?"
"Hello, Mrs. P, I didn't know anyone was down here."
"Your folks and the girls are getting stuff to barbecue. I was tired and excused myself from more shopping. Also, I thought it was too nice of a day to spend in a mall."
I agreed as I arrived at her right side. She had unfastened her bikini bra, and in fact it was laying to her side. I could see the edges of her tits sticking out from under her chest. Her bikini bottom was partly in her crack, which also showed above the top of her panties. Even though she is in her forties -- and, well, old enough to be my mom! -- I think she is very hot looking. She has big boobs, a nice tan, and seems to like showing off her bod. In any case, I felt my dick stiffening under my gym trunks, which is all I had on. I think she noticed.
"Could you do me a favor, John?"
"Sure, what do you need?"
"Could you put some lotion on my back? I can't reach it very well." She pulled her right arm from under her head and reached toward her back, leaning up in the process, and revealing more of her soft boob.
My attention was riveted for a moment before I was able to reply, "Sure."
I put a big blob of lotion in my hands and rubbed them together. I kneeled down carefully, because I was afraid my dick might poke out of the leg of my trunks; I kept my knees together to try to keep it in control. I began to rub the lotion into the middle of her back and shoulders.
"Mmmm, that feels great," she sighed. "Make sure to get my bra line, OK?" she said casually. "I don't want to get burned where I'm white."
I didn't answer, but when I had done what she said, I paused and asked "How's that?"
"Great!" she replied. "You have great hands. That felt like a massage. I don't suppose I could get you to do the rest of my back, could I?"
"Sure," I answered; in truth, I was rather enjoying touching her. So I put some more lotion on my hands and started rubbing it into the small of her back. I was starting to get awfully close to her butt cheeks, and I think she could tell that I was holding back.
"Don't forget my fanny," she laughed. "I mean if you don't mind. I hope I'm not being too rude!"
"No, it's OK," I managed to say, as I stared at her wide hips. She had her panties pulled down so that the waistband went across the middle of her cheeks and the top of her crack was plain to see. I allowed my hands to move down slowly until my fingers were going up onto her cheeks.
"Could you make sure to go a little under the edge of my suit, so that I don't get a burn line?"
I did as she asked, letting my finger tips slide under the edge of the waistband. In the process I pushed them down a little, and could see her milky white skin underneath. I wondered how far I dared to go, but I didn't slide my finger more than an inch under her suit.
Mmmm, that's good," she cooed. "I guess my fanny was tense, but that's loosening it up nicely. I don't mind if you massage harder."
"OK," I gulped, and I started to kind of grab her cheeks and kneed them. In the process I spread her cheeks and saw the whitish skin between them.
"Don't miss anywhere," she mumbled, as though half asleep, so I made sure to rub some lotion in her crack. She chuckled, and didn't seem to mind.
I could have gone on fondling her butt for hours, but I figured I had better stop.
As soon as I paused, she looked back toward me and said, "Would you do my legs too, pretty please? I know I'm imposing on you."
"No, it's no trouble," I said honestly. She spread her legs and I kneeled down between her feet. I put more lotion in my hands and went to work, starting with her ankles and working my way up.
As I got toward the middle of her thighs, I wondered again how far I should go. I guess she sensed my hesitation again, because she said, "Keep going, John. Do the rest. If you don't mind, of course."
"It's OK," I mumbled.
And so I continued to work my way up her thighs, closer and closer to her butt. So much of her suit had slipped into her butt crack that her cheeks were nearly bare. From what she had said before, I figured she would want me to do them too, so I boldly moved my hands onto her cheeks and started rubbing lotion into them. If I had any doubts about whether it was OK, her contented moans told me that it was fine with her. So I massaged her cheeks a little more firmly, which allowed more of her suit to disappear into her crack, until her butt was nearly bare.
As I continued my massage, I thought to myself, "I can't believe that I'm sitting here feeling Mrs. P's naked ass. In fact, except for this little bit of fabric in her crack, she is basically naked."
I was wondering again how long I could get away with fondling her ass, when she said, "Make sure to do the sides of my thighs, will you darling?"
So I put a little more lotion on my hands and started to rub them up and down the sides of her right thigh. My left hand came closer and closer to her cunt. The fabric barely covered her lips, and I could see her crease through it. At the edges I could see where she had shaved some of her pussy hair, but a few kinky strands of ass hair had escaped from her panties.
"It's OK, go all the way to my swimsuit," she said, probably sensing my confusion. "I don't want to burn in ... delicate places."
So I let my hand go all the way to her crotch. I grazed her lips and she jumped a little, but quickly murmured, "It's OK. That's what I want."
So, with that permission, I wasn't going to pass up an opportunity, so I massaged her thighs all the way up to her pussy. Several times I bumped gently into her lips, and felt her hair graze my hand; I suppose she could feel it to.
"Don't forget the other leg," she said suddenly, so I started to work on her left thigh. I was anxious to get back to her pussy, but I tried to pace myself so that it wouldn't be too obvious. Soon I was back near her hips again, and I let my right hand go all the way up to her pussy, with the side of my finger touching her lips from time to time.
Boldly I pressed them a little more firmly from time to time, and she squirmed almost imperceptibly, spreading her legs slightly wider. I was beginning to wonder if I should put my finger into her cunt crack, when she spoke. "That's enough, John."
Suddenly I was scared, realizing what I had been doing. "Sorry," I stammered.
"No, that was really nice, John, and I'm very grateful, but could you do something else for me?"
"Sure," I said, totally relieved that she wasn't angry about me touching her pussy.
"Would you do the sides of my chest too?"
"No problem," I answered quickly. As I moved up on her left side, she closed her legs back together. I put more lotion on my hands and squatted down by her. My hard boner almost poked out of my left pants leg, but I couldn't do anything about it because my hands were all gooped up and she was looking left toward me.
So I started rubbing lotion into her right side. I could see the edge of her boob sticking out from under her chest and my hand was coming very close to it.
She turned her head to her right side and said, "That's good, don't miss anywhere."
I took this as an invitation to go all the way up to her armpit, and in the process rubbed over where her tit joined her side. As if to show it was OK, she leaned up a little on her right elbow, exposing more of her boob. "That's good, get it all."
I allowed my hand to wander a little further around her side and actually felt the softness of her tit. She sighed again, and settled back down, murmuring, "Other side."
She turned her head and watched me as I began to put lotion on the side nearest me. I could see the edge of her tit from where it joined her chest under her arm down to where it disappeared under her midriff. When I had done all of her side, including the fold where her tit started, she leaned up a little on her left arm. That exposed to me the whole side of her tit, hanging onto the towel under her.
I realized I was staring, got flustered, and looked up over her, while I continued to rub in the lotion. Without thinking what I was doing, my hand came up her chest under her boob. I didn't realize where I was until I felt my hand between her chest and boob. I jerked my hand back and Mrs. P chuckled.
"Don't worry," she said kindly. "It's OK to look. I can tell how interested you are." She looked toward my crotch, and when I glanced back at it I could see that my monster boner was obvious and nearly poking out of my gym trunks.
"I bet you have never seen boobs, have you?" she asked.
"Uh, well, no, not actually, not for real, I mean," I stammered. I certainly wasn't going to mention that I had recently seen both her daughters' tits!
"You've looked at pictures, I suppose," she said kindly.
"Oh, yeh -- I mean just a couple times," I stammered, blushing.
"But not the real thing? Not 'in the flesh', so to speak?"
"No, never!"
"Would you like to see mine, then?" she laughed.
"Well, yes, sure, I mean if it's OK."
"It's OK," she laughed.
Then she leaned up on her arms and rolled over onto her back.
Her boobs are big but sag quite a lot. Both of them were flopped to her right, which was her side nearest to me. Her nipples are huge, three or four inches across. I knew that I was staring, but I figured that was OK, since she had volunteered to show them, after all.
"Well, I guess you don't mind that they are too old and saggy," she laughed.
"No, not at all. I mean they are beautiful."
"Well, thanks for saying that. They used to be more beautiful when I was younger, but they are still pretty big."
"Yeh" I muttered after I closed my gaping mouth.
She laughed again and grabbed her tits, hefting one in each hand, and arranged them on her chest. They hung almost to her belly button. They are quite flat towards the top, where they hang from the middle of her chest, but they swell to nice orange-sized globes at the bottom. I've already described her nipples, which were now stiff.
"After all your trouble doing my back, now I think I want to get some sun on my chest. Would you like to put the lotion on it?"
I stared at her in disbelief. She laughed and took my hands and placed one on each of her tits.
"There. Now we are over that hump!"
So there I was with my hands on her large soft tits. There really wasn't much else to do but to start rubbing in the lotion. Since she had put my hands near the top of her tits, I started massaging the lotion in up there.
As I worked my way down, they moved around a lot as I tried to massage them and they kept slipping off the edges of her chest. They were quite limp as I kept having to push them back onto her chest. "Sorry," I mumbled.
"It's not your fault," she smiled. "My breasts used to be firm, but now I know they are like empty bags. Nursing two babies took their toll. You don't have to do it if -- you know -- it grosses you out."
"No, it doesn't. They are really sexy!"
"Big, you mean." She winked at me.
"Maybe," I admitted, unable to hide a smile.
"Well, if you like them because they are big, I don't mind," she said.
"It's just that I'm just not used to ... handling them."
"Well do whatever you need to," she chuckled, "it's alright."
Since her tits kept sliding around so much, I decided to work on one at a time. I cupped my left hand under her right tit and massaged the lotion into it with my other hand. The warm softness of her boob was almost more than I could stand, especially as I started to rub over her nipple, which was quite stiff. After I was done with that one, I went to work on the other. As I worked, she sighed contentedly from time to time.
When I thought I had them both covered pretty well, and didn't think I had much reason to play with her tits any more, I stopped and smiled at her.
She smiled back and said, "That's great John, but could you also do all the way underneath them?"
Then she lifted up her tits and flopped them back on her shoulders, so I could see her skin all white underneath them. I put a little more lotion on my hands, and massaged up her chest and on up the undersides of her tits. When I was done, she sort of rolled them back down her chest, and caressed them a little.
"That felt really good, John. I can't thank you enough. You have great hands and are going to make some girl very happy!"
I laughed and said, "Well thanks for the compliment."
"I can see though that while you have been helping me relax, I have been making you more tense." She glanced toward my crotch, and when I looked down I saw my dick just beginning to poke out of my shorts. I quickly reached to pull my suit over it, but she gently grabbed my hand and purred, "No, don't touch it."
She kissed my hand and let it go, and then placed hers on my left thigh. She stroked my thigh several times, each time coming closer to my dick, which was sticking down my thigh. As she stroked my thigh her hand slid up under my dick, first grazing the head, and then sliding along its shaft, pushing my shorts up in the process. Soon almost my whole dick was exposed.
She glanced into my eyes and said, "You're very well built, my boy. It's not just your hands that are going to make some girl happy!"
I blushed again and managed to mutter some sort of thanks.
Without further ado, she grabbed my cock and started to stroke it.
"Oh, my poor boy, you're so tense, and all because I've been thinking only of myself. You've been so kind to me, I need to thank you somehow. Would you like me to give you a blow job?"
I couldn't believe my ears, but she looked up at me again and said, "It will help you relax, but if you don't want head from an old lady, I will understand."
"No, it would be -- uh -- very nice of you!" I tried not to sound as excited as I was.
So Mrs. P got up on her knees and leaned down over my dick. Her floppy tits dangled and grazed my thigh as she leaned down.
Suddenly I felt her lips on my head and I almost came right then. She must have felt me jump, because she took her mouth off of me, looked up, and asked, "OK?"
"Yeh, it's just that it feels so good," I moaned.
She smiled and leaned back to her work, taking me in much deeper. I actually felt my dick touch the back of her throat, and then she drew almost all the way off it, running her lips over my head. I was in another world as she repeated her long strokes a few more times.
Suddenly, without warning I started to cum. "Oh fuck! fuck!" I yelled as I shot my load. Surprised, she jerked her head off my dick, and laughed heartily as she continued to pump my dick with her hand. Squirts and droplets of cum flew all over the place, landing on both of us. I groaned out laud until she had pumped me dry.
After I recovered my wits, I looked at her face and could see my cum on her cheeks and running down her chin. "I'm sorry," I moaned and reached out my hand to wipe off the cum, but before I could touch her, she licked it into her mouth.
"I don't mind," she laughed. "I haven't had a good mouthful of cum since I was a teenager. I had forgotten how sensitive a young man can be when he's excited."
"I'm sorry," I said again. "It just happened, I didn't even feel it coming."
"No problem," she replied. "You do seem to be relaxing, anyway."
I looked down at my limp dick, which still hanging far out of my shorts. It was sticky with cum.
"That was wonderful, Mrs. P," I said honestly.
"The thanks is all mine," she replied, "now relax a while." She sat up and pulled me back with my head in her lap. Her dangling boobs hung just inches above my face. She ran her hands through my hair and stroked my naked chest.
There we sat, contented, but soon we heard a car in the driveway.
"They're back," Mrs. P said quietly.
I stood up and made sure my shrunken dick was hidden in my shorts. She picked up her bikini bra and leaned over to lower her boobs into its cups. After she refastened it, she adjusted her boobs until they looked right. We both looked OK, but I imagine we smelled like cum. She went back to the house first, and I followed a few minutes later.
Mrs. P and Fran and Sylvia are leaving tomorrow. Bummer.
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Last revised March 29, 2002