Her name was Emma, she was one of his closest friends, she had shoulder length, natural blonde hair, a beautiful body, with pert 36C breasts, long, sexy legs and pretty little feet. The only downfall was, that she had a boyfriend; he was also one of his closest friends. The three of them shared an apartment in the city, Emma, Emma's boyfriend Harry, and him, his name was Adam; the apartment had two bedrooms, a kitchen / living room and a bathroom, it was nothing special, but it was good enough for the three of them, and also all they could afford on their student's income. Adam worked in a bar, Harry worked part-time as a chef and Emma worked part time as a receptionist, all three of them were at University. All was going good, Adam was happy fantasizing about one of his closest friends, for he knew, or thought he knew, that nothing would ever come of it.

Adam was sat down on the sofa watching TV with Emma while Harry was in the kitchen area preparing dinner, Emma was in her usual apartment attire of a pair of shorts, showing off her long, slender legs in all their glory and an old tight fitting white t-shirt, it was obvious she wore no bra as her nipples were straining against the fabric of her top. She was in a sprawled position across the sofa, her head resting on one side watching the TV, her legs across Adam's, who was sat normally, and her bare feet dangling off of the edge of the other side. It was not unusual for them to be sat this way, they were, after all very good friends, and never before (well, only once when both very drunk) had anything remotely sexual taken place between them; if Harry was in any way bothered by it, he never showed it. 'God I love this programme' Emma said, before giggling at a funny bit. 'Don't you love it Adam?' She looked at him and smiled.

'No, I think it's shit.' He replied joking and made a grab for the remote to change channels, she squealed and grabbed back for it, he refused and they began fighting for the remote in a friendly manner, they both had it at one point then it fell from their hands and landed on the sofa between Emma's legs, Adam made a grab for it, and the next thing he knew, Emma's legs clamped tightly together and refused to let his hand go.

'Let go of the remote' she giggled, Adam shook his head no, 'fine then, we'll leave your hand there, see what I care, you're not getting it back.' She stuck her tongue out at him and clenched her legs tighter. Adam was aware that since her legs clenched together she had drawn her feet back from the edge of the sofa and they now rested right on his crotch. With the clench of her muscles her feet shuffled causing a reaction in his crotch. Oh shit, thought Adam, don't even think about getting hard he cursed his dick.

'Okay, okay, you win' he said, 'have the remote, just give me my hands back' He felt his dick stiffen more as her feet continued to tease his crotch, was she aware of his growing erection or what?

'No, I'm comfy as I am now, your hand stays there soldier' she said jokingly and giggled again, she must have been aware of how hard his dick was getting now. Adam suddenly felt her legs' relieve their clamp hold on his hand and he withdrew his wrist from the position. 'Okay then, you can have your wrist back this time, but next time you won't be so lucky.'

Relieved he thought she'd return to her original position and save him from further embarrassment, but she didn't, her feet only moved slightly, spreading slightly, allowing his now three quarter erect dick squeeze through the gap in her feet, he was only wearing shorts too and it was impossible to disguise his erection now, she must be aware of it he thought to himself. Her feet idly began to massage his penis, he looked at her, she was seemingly concentrating on the TV. He tried to shuffle in his seat so he could move his dick away from her bare feet, although he was definitely enjoying this, he knew it was going too far and could not go any further, but as he tried to move, the soles of her feet clamped around the base of his fully erect penis. Still, she was concentrating on the TV and not even looking his way, but she kept her grip on his penis with her feet and began to slowly move them up and down his member, her toes curled and interlinking with one another to form a vice like grip. He began to slowly relax and enjoy Emma's footjob when Harry's voice coming from the kitchen snapped him back to reality.

'You guys, you're dinner will be five minutes' Emma, looked up slightly towards the kitchen.

'Okay honey.' She replied, in her normal, controlled voice, she looked up at Adam after that and gave him a secret, sexy little smile, her foot grip on his dick loosening, she stroked his penis with her right foot before swinging her body round and sitting upright. Adam was unable to even think straight, let alone speak a word.

'Duh-uh-err-huh?' Was about all he could manage, this made Emma giggle louder than before.

'You always knew how to make me giggle Adam,' she smiled, 'Isn't that right Harry?' she shouted towards the kitchen area.

'Oh yeah, a regular funny guy.' Harry replied. He was completely unaware of anything that was going on across the room; all he could see was the back of Emma and Adam's heads above the sofa. 'Hey Adam, you want some beans with this meal?'

'Uhhh, yeah?' Adam said, managing to find his tongue eventually, he glanced over at Emma and gave her his best, WHAT THE FUCK? Look, she just acted completely innocent and gave him her best, WHAT ARE YOU TALKING ABOUT? Look in return. Her pretty little feet that were, just a few moments ago wrapped around his cock, were now tucked under her legs as she sat softly stroking her thighs on the sofa as if nothing had ever happened.

'This food is delicious, sweetie' Emma said to Harry at the small dinner table that they had set up in the kitchen area, Adam had to agree, Harry was an amazing chef, his food was delicious every time. 'Are you, err, doing anything tonight honey?' She asked Harry. Adam felt something against his shins, he quickly glanced under the table and saw Emma's toes softly stroking up against his legs, he glanced across the table at her and she just smiled back at him; Harry didn't notice anything in it.

'Well, I was planning on going down to the pub with Stewart and Jim' Harry replied to Emma's question, 'do you two fancy coming along?'

'Err, no thanks Harry,' Adam was amazed his voice managed to sound somewhat normal under the circumstances, Emma's feet were now teasing his balls under the table, 'I've got some Uni work that I want to get in to.'

'That's fine man,' Harry said, 'bout you babe?' He turned his attention to Emma.

'No that's okay sweetie-pie, I've got some stuff to do up here too, you go out and have fun, just don't be picking up any other girls.' She winked at him.

'Hehe, as if I would babe, you know you're the only one for me.' Came Harry's response, Emma's feet, now rubbing up and down Adam's erect member suddenly withdrew and she began making light conversation with the two boys as if nothing had happened. Adam both looked forward to, and feared, the night in he would spend with Emma. They were alone at least once a week, but he had never felt himself even thinking about trying anything with her before, they were two of his closest friends for god's sake, but Emma was very beautiful. He suddenly found himself wishing he'd agreed to go out with Harry for the night.

'See you two later then.' Harry shouted in to the living room area where Adam and Emma sat watching TV again, Adam had been acting pretty funny all night, Harry thought to himself, but dismissed his behaviour as stress seen as though he had big exams coming up in the following weeks. He needs a night in to just relax, get some work done and spend some time with one of his best friends, he knew that Adam and Emma were very close friends and had been for a long time, so leaving them in the apartment together was no problem.

'Yeah, okay, see you.' Came Emma's reply. 'Don't be coming home pissed out of your head, I'm not sleeping next to you smelling of beer and having to put up with your drunken sexual demands.' She giggled.

'Don't worry, I won't be late.' Harry replied, 'Bye' He said as he opened the door and stepped out into the landing of their apartment block, locking the door behind him and setting off to the pub.

Adam's heart had started to beat slightly faster now, god this was going to be a weird night, Adam thought to himself as he glanced over at Emma, he did not know what to expect from her anymore, it was as if, everything he thought he knew about her, had, in the past three or four hours, disintegrated into nothingness. She was still dressed the same as she had been when she teased his cock earlier, and she was sat on the sofa with Adam watching TV, her legs curled under her body. She was just watching TV, concentrating on nothing else. Maybe it was all in his head, Adam was beginning to think, maybe the fantasies are becoming slightly too real. He decided he needed to get away from Emma for a while to think it over, and maybe get some University studying done. 'I'm gonna go to my room for a while Emma, get some revision done or something.' He said, standing up from the sofa.

'Okay then,' She responded in a normal voice, not taking her eyes from the TV screen once. Okay, Adam thought, it must have all been in my head, he made his way across the room to his bedroom, opened the door went inside and closed it again, he sat down on his bed for at least five minutes, doing nothing but staring at the wall opposite, not able to focus his mind on anything in particular, but images of Emma and her beautiful body kept coming to him in flashes; cursing himself for fantasizing about his friend that way he got out his Uni work and began to study.

It had been 8 o'clock when Harry left, it was now 9:30, and Adam was bored of studying, he decided that he would go out and watch some television, he had heard Emma going into her room about 5 minutes ago, not that he was trying to avoid her or anything, it was just an observation he made. Hers and Harry's room was right next-door to his own, so it would have been hard not to hear something like that. He left his room, didn't bother looking in to see where Emma was, but could tell that her door was open, and crossed the room to the sofa, sat down and switched the TV on.

After watching for about 2 minutes he became aware of faint sounds coming from Emma's room, he glanced over the back of the sofa towards her room; his view was limited, all he could see was one edge of the bed, he could see Emma's left foot, she appeared to be lying down, dismissing the sound as a cough or something like that he returned focus to the TV; that's when the sound came again, more like a moan than a cough, glancing over once again, he saw Emma's heel digging into the duvet and her foot was twitching slightly. What the fuck? Adam thought to himself as he tried to shift his position on the sofa to get a better view; it was impossible, he could see no more of Emma from anywhere on the sofa. 'Emma?' He called tentatively... ' You OK?'

No reply came from the bedroom, only more moaning noises; she could be having a fit or something, Adam thought to himself, although in all the time he'd know her, she'd never had a fit before, he knew it was stupid, but he got up to check on her anyway. It wasn't until he reached the doorway that he could see what was really going on. She was lying on the bed, her shorts discarded somewhere in the room, her legs spread, masturbating. Adam watched as she slipped two fingers into her obviously soaking wet pussy and began to stroke herself. Her eyes were closed on the bed and Adam knew he should not be watching his friend masturbating, but he could not force himself to look away, she was so beautiful; her fingers withdrew from the confines of her pussy, slick and wet with her juices as she now began to tease her pouting lips before once again slipping inside her tight wet hole. A soft moan escaped her lips as she quickened the pace in which she played with herself, as her right hand pleased her pussy, her left hand had worked it's way up under her t-shirt to play with her breasts, Adam watched as he saw her tweak her nipples under the material, hardening them so that they strained against the material of the shirt. She moaned louder than she had done before, her passion heightening, her left hand left her breasts and joined the right hand down below and she began to tease her clitoris with the left hand as the two fingers of her right hand began to delve in and out of the fleshy folds of her pussy at a faster, more passionate rate, her back arched slightly on the bed and her heels dug harder into the duvet; as her moans of pleasure became louder and more frenzied. Her eyes snapped open, looking directly above her at the ceiling, her mouth open drawing in hasty gasps of breath and letting out deep sexual moans. And as her passion reached it's climax, her heels dug harder into the bed and her back arched even more. A long, quiet scream escaped her mouth as her orgasm hit her in full force, the juices from her pussy now squirting out with reckless abandon, her body suddenly went limp, her hands removed from her pussy as she allowed the pleasure of her orgasm to subside with soft moans and great shudders of her entire body. As she lay there not moving, just gently breathing, Adam realised how hard his dick had become, it now created a highly obvious tent in the shorts he was wearing. He was about to move away from the door and think about what to do when she spoke to him. 'Hi,' she said, slightly out of breath.

He felt his face reddening as a wave of guilt passed through him, his voyeurism was good at the time, but now he was going to pay for it. 'Uhhhhhhhh' was all he managed.

All she did was giggle. 'Boy, I needed that huh?' She said, smiling at him, he refused to meet her eyes, as he was scared she might kill him, so he just stared at the floor. 'Did you like that, I left the door open so you could watch me Adam.' He glanced up and made eye contact with her for the first time, she smiled at him and licked the fingers that she had used to, just recently, masturbate with.

'Well, uhhh, why?' He asked, positively confused by the change in his friend's behaviour.

'Don't tell me you don't want me.' She smiled at him seductively, 'I can see that you do big boy.' She winked at him and then concentrated her gaze on his erection. 'Do you want me?' She asked

'What about Harry?' He asked.

'What about him?'

'He's your boyfriend, and a good friend of mine.' Adam replied, 'I don't think I could do this to him.' He apologised 'Good night Emma.'

'Yeah, whatever, just you listen in at that wall tonight, cos I've got me a little vibrating friend in this drawer to keep me occupied all night, and I intend to be moaning quite loud tonight in the absence of Harry.' She gave him her best lustful look and allowed her hands to once again roam down to her privates. 'Sure you won't join me?'

'Sorry' Adam somehow managed to croak, as he attempted to keep his eyes off of her pussy, 'I can't.' He turned away, already cursing himself for showing such loyalty to his friend and returned to his room. Sure enough he heard her moaning loud and clear, he'd never realised before how thin the wall was between his room and theirs, the thing that made the torture worse for Adam was that she was now moaning his name. The moaning stopped at about 12 o'clock, after a particularly loud orgasm, Adam couldn't take much more, he had been masturbating along with Emma's frequent moans, imagining himself with her. He knew that at any time he could go in there and take her, it was that simple, she had laid it on a plate for him. Then he heard the front door opening; it was both a relief and a curse. Harry was home.

'Heeeheee,' Harry giggled in a drunken stupor as he dropped his keys on the floor while trying to lock the door behind him, 'shhhhhh,' he said to no-one in particular 'they might be asleep' as he stood up with his keys in hand he bumped his head on the wall. 'Fucker,' he cursed in the darkness of his front room, 'I'm home, anyone awake?' he stumbled across the dark room, tripped over the arm of the sofa, fell on the floor and was asleep within seconds. Adam heard the whole thing from his bedroom and was sure Emma must have done too; sure enough, he noticed a thin streak of light around the frame of his door, meaning the living room light had been turned on by Emma who was probably going to see what Harry was up to, although by the sound of the thump on the floor, Harry was probably asleep.

He heard a knock at his door 'Adam?' Emma whispered, 'are you awake?' She knew for a fact that he would be, 'would you come and help me get Harry to bed?'

'Errr, okay then.' Came Adam's response as he pulled his shorts back on over his now limp dick, and stood up. He opened the door and his first sight was Emma stood there; her shorts now back on, still in the t-shirt, and still barefoot.

'He's passed out down there,' she pointed to where Harry lay sprawled on the carpeted floor snoring loudly, 'help me get him on the sofa first then we'll decide what to do with him' They went to his body, Adam picked him up from the shoulders, Emma from the feet and they dumped him on the sofa, Emma then came round to where Adam was standing, stood in front of him and bent over to check on Harry, her ass pressed back up against Adam's crotch, she purposely began to wiggle it around on his crotch, for Adam it was too much, he grabbed her shorts and ripped them down past her knees to her ankles. 'Oooooh, naughty boy.' Came the response, 'in front of my boyfriend too.' He suddenly had second thoughts about it and backed off for a second, but she stood up, kicked off her shorts, turned around, grabbed him and began to kiss him. He responded tentatively at first, but he felt her tongue pushing through and exploring his mouth, he relaxed a little and began to enjoy the kiss, allowing his own tongue to enter her mouth, he felt her hands roaming up and down his back, stroking and caressing, and he allowed his own hands to find Emma's tight little ass cheeks, she let out a soft moan as he grabbed them tightly and she pressed herself tighter against Adam's growing erection. The kiss ended and Adam took a step back, breathless for a second or two, Harry was still snoring, louder than before as Emma moved forwards again and took of Adam's shorts, allowing his 10 inch erect prick to spring free of it's restraints, she took it in her hands and began to slowly massage it, her soft delicate hands began to work expertly on his shaft as she moved in to kiss him again, she allowed him to remove her top, letting her pert breasts spring free, her beautiful pink nipples standing erect. He craned forwards and took her right nipple in his mouth, rolling it over with his tongue, gently nipping it and tugging at it; a soft moan escaped her throat. He turned his attention to her left nipple now, repeating the action, her grip on his dick tensed and she began to stroke it at a faster rate. He moved his head away from her nipples and she knelt down on the floor, her face in front of his throbbing member.

'Your dick is so big' she whispered before leaning her head forward and taking the head of his penis into her mouth, she began to circle around the head with her expert tongue before swallowing about half of it. She bobbed her head up and down his rod twice before moving her mouth back off of his dick, she kissed it at the tip and moved her head back in to lick up and down his now saliva lubricated shaft. Adam stood there, hands at his sides, eyes closed, feeling his orgasm building; a small tremor going through his body every time she circled her tongue around the head of his penis before taking most of the length in his mouth. She began to tenderly massage his balls as she continued her expert blowjob, she felt how tight his balls were becoming and knew that an orgasm was not far away, she removed her lips from his shaft momentarily to whisper 'fuck my face, make me swallow it all.' Adam needed no further encouragement and he placed his hands on her head and pushed his dick as far down her throat as it would go, which was about 8 inches, he withdrew slowly before ramming it all the way in once again, he repeated the motion, getting faster every time, her mouth widening to accommodate his full length, still she ran her tongue expertly around the shaft with every thrust; Adam felt himself losing control and he thrust forward one more time and held her head in this position as a low moan escaped his mouth and he began to spurt his seed deep down Emma's throat, she expertly swallowed everything that he had to give her. He came more than he had done all night, but she never spilled a drop. He finally felt his dick shrinking to it's normal size inside her mouth, but felt her tongue still circling around it; she finally opened her mouth and let his dick fall free, not a drop of semen spilled from her mouth.

'Wow,' Adam managed to mouth as Emma licked her lips; he had never had such a fantastic blowjob before, before Adam could think of what was going to happen next, Harry began to make noises in his sleep, and appeared to be stirring. 'Shit!' He whispered as he bent down and pulled his shorts back over his now limp prick, Emma too had realised Harry would probably wake up soon and had already replaced her top and in the process of putting her shorts back on; her tight, shaven pussy, still untouched by Adam.

'I think you'd better go back to your bed Adam' she whispered, before blowing him a kiss. 'I'll see you in the morning.' Emma said as she bent over Harry and began to attempt to wake him up. Adam returned to his bedroom, locked the door and fell asleep on his bed with a smile on his face.

He awoke quite early the next morning, and went to the bathroom to have a shower; their bathroom used to have a lock, but it appeared that Harry had broken it off at some point the previous night. Shrugging, Adam closed the door, turned the shower up to about halfway and climbed in. As water washed over his body, his mind began to wander onto the topic of Emma, her hot, beautiful body, her expert tongue and her tight, shaven pussy. He felt his dick stiffening and realised that he had subconsciously began to masturbate over Emma, he was just about to continue when he heard the bathroom door opening. 'Err, I'm in,' he said, 'the lock's broken so I couldn't lock the door, sorry.' He heard the door close and assumed that either Harry or Emma had gone away. Then he heard what sounded like clothes dropping on the floor; he pulled open the shower curtain to see Emma standing in the room, her clothes discarded at her feet.

'Morning.' She said 'mind if I join you?' Without waiting for an answer she had joined Adam in the shower, 'well don't just stand there, move over and let me get some of the water too.' Adam could not deny her anymore, all guilty thoughts about Harry had, over the last 24 hours, quite rapidly vanished. He backed off against the wall, letting Emma come forward and stand under the faucet too, her beautiful body, glistening with moisture. 'Ooh, nice and hot, just how I like it.' She winked at him as she reached down and took his, still erect member, in her right hand. 'You happy to see me then?' She said jokingly as she shook his dick as if she were shaking hands with someone. She leaned in and passionately kissed him full on the lips; his hesitation was only a fraction of a second before he responded with equal passion, their tongues meeting and exploring one another's mouths. He felt her tiny hand wrapped firmly around his cock as he let his own hands roam her lower back, eventually settling on her tight little ass cheeks.

The kiss ended and Emma picked the soap up from the side. 'You wanna wash my back?' she asked as she handed him the soap and turned her back to him, pressing firmly against his body. He took the soap and began to massage it into her soft, silky skin, her body completely relaxed against his own as his hands moved lower down to her ass; he took his time, massaging the soap into her pert ass, a soft moan escaped her as he allowed his finger to trail softly up the crack of her behind. Taking the initiative, he allowed his hands to move from her back, around the front to her soft, 36C breasts, he squeezed them together before turning his concentration to her hard, erect nipples, rolling them between thumb and forefinger. 'Ohhh' she moaned softly, his hands now massaging her perfectly flat stomach, just above her shaven mound. His dick ached badly and pressed firm against her ass cheeks, crying out for some action; she eventually, removed his hands from her stomach and turned around to face him once again. He allowed the soap to drop from his hands. 'Take me,' she whispered to him as she pushed her hot little pussy against his dick. Adam needed no further instruction, he took his throbbing dick in his right hand and guided it towards her pussy, he felt the head of his dick forcing it's way into her tight pussy, he pushed further in until half of his dick was inside her. He didn't think she'd be able to get much more in, she was so tight, but she put her arms around his neck and jumped off her feet, wrapping her legs around his, he put his hands on her ass to stabilise himself and felt his dick sinking the rest of his 10 inch dick inside her. He began to slowly thrust away inside her, he was in sheer heaven, Emma was whispering his name in his ear and stroking her hands up and down his back; water streaming down both of their naked bodies. She pushed her breasts, hard against his chest, the feel of her nipples riding up and down his chest with every thrust making him increase the pace. Her whispers had know turned to slow, ecstatic moans and were getting louder as her pussy got wetter around his dick. She wrapped her legs even tighter around his, trying to force more of him in with every thrust. Every time he rammed his dick inside her, the contact of their naked bodies made a harsh slapping noise in the shower. Emma's moans had now turned into screams of pure delight, neither of them noticing how loud they were now. 'Ohhh fuck yes.' She screamed, 'fuck me harder, make me cum.' He felt her nails digging into his back as he thrust into her one last time, driving her to orgasm, he felt her pussy and quite literally the whole of her body shaking and convulsing as she shuddered her way through an orgasm, her pussy squirting juices that mingled with the running water and washed away.

Adam knew that his orgasm would come too, soon after Emma's orgasm had subsided. 'I'm gonna cum' he moaned in Emma's ear as he, regretfully took his dick out of her hot, tight pussy, he let go of her and let her stand on her own two feet once again in the shower, she knelt down on the shower floor and arched her back, took her dick in his hands and brought him off to orgasm. He felt his seed coming, wave after seemingly endless wave of it splashed out and all over Emma's upper body, some landing on her chin and dribbling down, some landing on her pert little tits and mixing with the water, not really getting washed away. He felt the last of his cum spurting out and he allowed his body to relax finally, that was the best sex he had ever had, he no longer cared that she was dating his friend; well, he didn't think he cared until the shower curtain suddenly was yanked backwards, nearly ripping down from the pole.

'Just what the fuck is going on here?' Harry screamed, but he already knew, it was pretty obvious from the sight, Emma kneeling down on the floor, his best friend's rapidly shrinking dick held between her hands and what appeared to be traces of cum dripping from her chin.

'Harry,' Adam started. 'I can explain,' but he knew that he couldn't; how could you possibly explain having sex with your friend's girlfriend in the shower while he slept off a hangover from the night before. Harry didn't respond, he just turned and walked away, his head hung low, the bathroom door shut behind him. By the time Adam and Emma had got hurriedly dressed and left the bathroom, Harry was gone, most of his personal items left behind, just his clothes and money taken. The only time they ever saw Harry again was three years later, the night he killed them on their Honeymoon.

Bill was 19 years old and was in the middle of a gap year that he was taking off between his college year and going to University; he was currently still living with his parents, worked in a bar all day, and went out with his friends most nights. James was one of Bill's best friends, they had known each other for at least five years now, and in all those five years, Bill had never let on to James that he found his mum highly attractive, in fact it was fair to say she was more than attractive for a somewhat older woman. Though she wasn't actually so old considering she had a 19 year old son.

Joanne Smith, James' mum, had given birth to him at age 18, meaning that she was only 37 now, she was divorced from James' father and had been for longer than Bill had known James; and she didn't have a boyfriend. She was about 5'6, she had medium length natural blonde hair, her face was that of a mature, yet very sexy lady, she had deep blue eyes, a cute little nose and pouting red lips. Her breasts were about a D cup, Bill guessed, and showed very little signs of sagging, her stomach flat and toned, proving that she went to the gym three times weekly. she had slender legs and pretty little feet to finish off her absolutely stunning figure.

Bill had been in awe of her since the first day he'd visited James' house; not only was she incredibly sexy, but she was also a very friendly, warm person to spend time with. Bill loved visiting James' house, Joanne always seemed to be dressed to impress, even when she wasn't going anywhere, she normally wore figure hugging costumes, showing off her fine figure; her personality was incredibly flirty also, and Bill, always loved flirting with her; James saw the continuous flirting that took place between his mother and best friend, but never thought anything of it, he was glad his mum liked his friends.

Sunday afternoon was one of the only days that Bill got off of work, he normally spent it hanging out with his friends somewhere, today three of them were over at James' house, there was Bill, James and another friend, Kyle. They were in James' front room watching the TV, 'No way is she nice dude' Said Kyle, they were arguing about whether a character on the programme they were watching was attractive or not.

'Fuck dude, what are you on? She's well hot, just look at those tits.' James argued back,

'Gotta agree with James here,' Bill said, 'she is tidy.'

'Dude, you two suck, you don't know nothing' Kyle said, they sat and watched the programme for about half an hour, then they heard a car pulling onto the drive.

'Mum's home' James said.

'Where's she been anyways?' Bill asked, he enjoyed being here when she was here, she was good to look at and talk to.

'Err, the gym, I think' James replied, they heard the door opening. 'Hey mum' He shouted in the direction of the door, 'Bill and Kyle are here.' They heard footsteps from the hallway coming towards the front room, James' mum, Joanne appeared in the doorway, both Bill and Kyle's eyes nearly popped out when they saw her in her gym gear. She was wearing a very tight fitting white top, her big breasts standing firm, her white sports bra was visible through the material. She was wearing the shortest, tightest pair of shorts that Bill had ever seen, exposing her smooth, slender legs, on her feet she just had a pair of white ankle socks. In her slightly flustered state, she looked incredibly sexy.

'Hi boys' she said in her usual friendly manner, she walked into the middle of the room, she saw the glasses that they had been drinking out of earlier and went to get them. 'I do wish you'd tidy up after yourself James,' she said, bending down to get them, in doing so, she gave Bill the most amazing shot of her pert, tight ass; he felt the stirrings of an erection in his trousers. She seemed to linger in her bending down position for longer than necessary, but Bill wasn't complaining, 'you boys staying for dinner?' She asked Kyle and Bill.

'Uhh, I'm not, in fact I've gotta go now anyways,' Kyle responded,

'How about you Bill?' She asked, now at her full height once again.

'Yeah, I think so, if it's not too much trouble.'

'Don't be silly, you know you're welcome to eat here whenever you want,' she said as she made to leave the room, 'it'll be ready in a while. In the meantime, I'm going to get a shower, I'm all hot and sweaty.' She looked Bill directly in the eyes as she said this last statement, he felt his erection now straining against the material of his jeans. Joanne left the room to get showered, Bill and James continued to watch the TV.

'Dinner's ready boys,' Joanne called through to the front room, they both stood up and went to the kitchen table. Joanne had now changed her clothes into a baggy top and pair of jeans, she was barefooted as she walked about the house. 'Here you go' she said as she placed the dinners in front of the two of them, she sat down opposite Bill with her own dinner.

They ate their dinner, making the usual chit-chat as they did so, every time Bill looked up however, Joanne seemed to be looking straight back at him, a little smile playing upon her lips. They finished their dinner and Joanne stood to take the plates off of them, as she took Bill's though, she seemed to press her entire body up against his, he felt her big breasts pushing against the back of his neck as she leaned over him.

'Thanks for dinner Joanne' Bill said after he had stood from his chair, he hoped his semi-erect dick would not be visible.

'You're very welcome,' she replied. 'I aim to please'

'Anyways, I'd better get going now, I promised mum and dad that I'd look after Samantha for them so they could go out tonight.' Bill said, Samantha was his little sister. 'See ya later James'

'Yeah, bye man, I'll ring you tomorrow or something, we'll go out through the week.'

'OK then, see you later Joanne'

'I'll show you to the door Bill,' Joanne replied, leading the way to the front door, she unlocked the door and opened it halfway for Bill, she stood in a place making it impossible to get passed without Bill pressing himself up against her.

As he tried to squeeze past her she pressed her boobs firmly into his chest and her groin pressed in against his semi-erect dick, he knew she must be able to feel it pressing against her. She whispered to him, 'come back anytime Bill, your always welcome.' Bill smiled back at her as he left the house and got into his car; he kept wondering how serious Joanne was getting with her flirty behaviour, she had always been quite flirty, but today she had been more so than ever before.

The next time Bill went over to James' house was two weeks later, he hadn't rang him up in advance, he never did, just assumed he'd be in. It was a beautiful day, the sun was shining, and there wasn't a cloud in the sky. He walked up James' pathway and knocked on the door, there was a couple of minutes silence, nobody came, so he knocked even louder on the door. No answer again, he decided to go round the back way to see if he could get an answer from the back door.

When he reached the back garden he stopped dead in his tracks, there, lying face down on a sun-lounger, sunbathing and reading a book, was Joanne. He looked her up and down from head to toe, she wore a blue thong and blue, bra-top, which was unclipped at the back to make sure she would get no tan lines. She looked absolutely wonderful. Bill coughed to attract her attention. She looked up suddenly, shocked, until she realised who it was, she smiled at Bill and put her book down, 'Now, how long have you been there,'

'Just a minute, honestly, I came to see if James was at home.' Bill replied.

'Well, no actually, he's not, he's gone down to see that useless father of his down in London.' She replied, her usually warm voice, taking on a hint of iciness.

'Ohh, well, err, sorry to have bothered you then Joanne; I'll be going now.'

'Don't be silly,' she said 'you've come all this way,' it was really only a ten minute drive from Bill's to James'. 'At least stay for a drink.'

'Err, okay then, if you insist.' Bill, smiled at her, she stood up from her sun lounger, her small hands barely covering her breasts as she reached behind to clip her top back on. Bill tried not to stare, but it was almost impossible, she looked so good.

'Can you tell that I go to the gym then?' She smiled at him, a slightly flirty tone in her voice. Bill could not even answer, he just nodded his head at her in response. She made her way into the kitchen in her two piece costume, not bothering to cover up any further. Bill followed her in 'Gosh, it's so hot out there, isn't it?'

'Yeah, very' Bill replied, he noticed that Joanne's body was slightly glistening with perspiration, making her look very hot indeed. She poured two tall glasses of ice cold cola and gave Bill one, before drinking her own she leant back against the counter and rubbed the glass against her forehead, trying to cool down, her eyes were closed and her lips were slightly parted, after she did that, she moved the glass to her lips and downed her drink in one.

Bill felt the first stirrings of an erection in his trousers and began sipping at his drink and looking at it as if it was the most interesting thing in the world, just to take his mind off of Joanne. 'So, err, when will James be getting home then?' Bill asked, making light conversation.

'He's staying over until Monday,' it was Saturday today, 'I would have thought he'd tell you.'

'Nah, I haven't seen him since last Tuesday, and he didn't say anything then.' Bill replied. 'Anyways, who says I just came over to see James?' Bill asked, jokingly

'Oooh, someone came over to see me then? That never happens, it's an honour.' Joanne's voice had taken on a girly, flirty tone, which, to Bill, sounded very, very sexy.

'Don't be silly, I'll bet you've got people visiting you nearly everyday.' Joanne laughed at this; she noticed that Bill had now finished his cola too; 'would you like another drink? maybe a beer; I've got some ice cold beer in the fridge.' She smiled, a more seductive smile this time

'I probably shouldn't, I've got to drive home.' He said, but she was already bending over getting the beer out of the fridge, her ass was stuck out in the air, and she was, wiggling it slightly as she reached in; Bill didn't know whether she was doing it on purpose or not, but it was driving his dick wild. 'Well, maybe just one' he said. She stood up, turned round and smiled at him, her nipples were now poking through the material of her top too.

'I knew you'd change your mind.'

One beer turned into about 8 beers, it was now getting into early evening time, they had sat out in the back garden drinking, but now it was turning cooler, both were feeling the effects of the alcohol, and the conversation had started out as friendly chit-chat, but was slowly, but surely taking a more sexual tone.

Joanne still wore the same clothes as she had done earlier, and her afternoon in the sun had bronzed her beautifully. 'It's turning cold out here.' Joanne said, 'you wanna go inside now?'

'Yeah, it is turning pretty chilly isn't it.' Bill said, purposely looking at Joanne's erect nipples that were straining against her top. She giggled her sexy little girlish giggle.

'Naughty boy, what should I do with you? You need a good telling off.' Bill stood up first, they had been sitting on the grass all afternoon and when Joanne tried to get up, she couldn't and fell back to the floor. 'Whoops, hot weather and alcohol are pretty deadly' she held her hand up in the air, motioning for Bill to help her up, he helped her up and they walked into the house together; they walked into the front room and Bill dropped himself onto the sofa.

'I'm going upstairs to change into something more suitable;' she said, her words slightly slurred so that 'suitable, sounded more like 'shootible'. 'There's a bottle of wine in the fridge that should be nice and chilled. Pour two glasses.' She walked out of the room, and her footsteps were heard going upstairs.

Bill went into the kitchen, found the wine and poured two glasses of it, took both the bottle and the glasses and walked back into the front room, he hadn't heard Joanne coming back down the stairs, but when he walked in she was standing there in her change of clothes.

Bill could not prevent himself from making a 'wow' sound as he saw her; she wore a baggy white t-shirt that came halfway down her thighs; her breasts appeared to be bra-less from the way they slightly sagged in the material. She wore very little on her lower body, from what he could see he assumed she was wearing some panties, but that was probably all and she was barefooted.

'I hope you don't mind me wearing this kind of stuff.' She said, knowing full-well that he didn't, 'it's just that it feels a lot more comfortable for me.'

'That's fine', was all Bill could manage; he handed her drink to her, still unable to stop his eyes from roaming up and down her fantastic, toned and tanned body. he sat down on the sofa again with his drink in hand, she sat down next to him angling her body towards him and letting her left hand rest on the back of the sofa, just behind his head; she brought her left knee up onto the sofa and tucked her left leg under her right, exposing enough of a gap for Bill to see that she wore a pair of pink cotton panties. His dick was stiffening in his trousers and was creating quite an obvious tent-pole effect.

'So, anyways,' Joanne spoke, 'how come a good looking boy like yourself doesn't have a girlfriend?'

'I don't know really, I don't really have a chance to meet much people, except when I go out at night.' Bill looked over at Joanne and noticed that she had already drunk most of her glass of wine, the bottle was set down on the little table next to Joanne, and she reached for it and re-filled her glass.

'I bet you pull loads of girls though.' She smiled at him flirtily, Bill just smiled back at her, 'I never pull anyone, all the blokes at the gym are too ugly or too much in love with themselves, and I only work with other women at work.'

'You could pull anyone you wanted.' Bill said to Joanne, the alcohol making him a lot more loose tongued than he normally would be, he suddenly felt Joanne's hand stroking the back of his neck and moving her head closer into his, he felt his own head moving towards her and before he knew they were kissing.

Her tongue expertly flicked over his own, she was an absolutely fantastic kisser, Bill decided as he responded with equal passion to her frantic tongue. He felt her hands running up and down his back, and his own hands were stroking at her side, his right hand was being brave enough to push the material of her t-shirt up her legs, exposing more of her sexy thighs. The kiss ended after what seemed like an age, 'I'm so sorry.' Were Bill's first words after he had recovered his breath. 'I don't know what came over me.'

'Don't be silly,' Joanne responded, 'I've wanted that for a long time from you, and now that we've started, why stop there?' Her hands were working on his fly, his erect member straining at the fabric to be released. As she was releasing his dick, his hands were working up, under the t-shirt to stroke her fabulous breasts, they were a lot bigger than he'd ever thought, he realised as his right hand cupped her left breast; he felt his cock finally being released from it's restraints, and her soft hand began to gently massage it as he got better acquainted with her fantastic breasts, her nipples were large and firm, and he rolled them between thumb and forefinger, teasing them until they were fully erect.

She released the grip on his member and gently pulled his hands from her breasts, she moved in and kissed him softly on the lips, which to him was as erotic as anything else she had done so far. She stood from the sofa and positioned herself in front of him, she hooked the bottom of her t-shirt with her thumbs and lifted it up over her head revealing her breasts in all their glory, they bounced slightly and looked absolutely beautiful; she dropped the t-shirt to the floor and moved forwards towards him, she perched herself on his knees, her legs spread and her chest more or less in his face, encouraging him to take the fantastic globes in his mouth.

As his tongue made first contact with her left nipple he felt her pushing her crotch up against his dick, he concentrated on each breast in turn as she slightly gyrated and thrust her, still covered pussy against his throbbing member. Her hands finally went down to where her panties were and she parted the material to one side as she finally allowed his dick do come into direct contact with her hot pussy.

he lifted herself up slightly and positioned her cunt over his head, and very slowly she impaled herself on his full length. Her pussy was not what you'd call tight, showing that she had experience, but it felt so warm and moist around his grateful member, she began slowly moving up and down his pole, her breasts rubbing up and down his face and he allowed his tongue to trail up and down her heaving bosom.

She moaned softly at first, but louder as she began to pick up the tempo, she not only bounced up and down on his cock faster, but rocked backwards and forwards as well, he sensed her orgasm coming as she her pussy clenched tight, like a vice on his dick, then there was a sudden release of energy as well as a deep, orgasmic moan that came from deep within Joanne, her pussy tightened and relaxed simultaneously, her juices flooding from inside her, her moaning continued, gradually getting softer with each convulsion, her arms were wrapped tightly around his neck and her tits pushed firmly into his face, he felt her warm pussy juices flowing down his member, onto his legs. When she finally stopped cumming, Bill realised how close his own orgasm was.

'Uhh, I'm gonna cum', he moaned, as she swiftly lifted herself off of his member which greatly disappointed him, until she knelt before him and took him in her mouth, her tongue expertly flicking over his head, she tasted her own juices mixed with his precum. Her head bobbed up and down at and incredible rate and she sensed the tightening in his balls which meant he was going to ejaculate.

She took his dick out of her mouth, just in time for the first wave of salty cum to splash right in her face, reaching as far as her eyes, and hanging from her chin, she leaned back and aimed his dick at her tits, the second wave splashed out, right in between her breasts, more and more cum splashed out onto her tits, until, finally she felt his dick shrinking in her hands, she put the wilting member back in her mouth and licked it clean of cum before letting it drop. She looked him in the eyes, smiling a satisfied smile.

'Mmmm,' she moaned as she wiped some cum from her breasts with her forefinger and licked it up, she squeezed her breasts together and moved her head down, licking as much of the salty cum from them as she could. After she had mopped up as much as she believed possible, she picked up the bottle of wine from the side and downed most of the rest of the bottle in one gulp.

Bill just sat on the sofa, a smile playing on his lips, this was a night he would never forget, no matter how drunk he was. After a brief silence that followed for each to relive the moments in their minds, Joanne spoke up first. 'What would James say?' Bill felt himself come crashing back to reality, he had just fucked his best friends mum, what was going to happen now? 'Don't worry' Joanne's sexy voice broke into his train of thought, 'what he doesn't know won't ever hurt him.'

Without another word, Joanne stood up and made her way upstairs, her panties now replaced properly, she took her t-shirt with her too. Bill decided not to follow her, he needed time to think about what had happened, he put his dick away and zipped his trousers up, he heard the shower running upstairs, five minutes later, Joanne appeared downstairs in the doorway, a silk nightie covering her beautiful body. 'You're too drunk to drive home, sleep here tonight.' Bill just nodded his head, 'but sleep in James' bed if you don't mind, I don't think we should be rushing things.' She smiled at him, 'don't worry, I really enjoyed it, it's just a bit too soon,' she tossed him the pink panties that she had been wearing, 'there, a constant reminder, don't wash them though.' She winked at him, then made her way back upstairs. Bill followed five minutes later and slept in James' room, he was too drunk to think about anything and fell straight to sleep in his bed.