A sleepover

I always could remember that time I was over my
friend Ben’s house his mom would be home. She was a
petite woman, about 5’2 in height. She had a pretty
figure for a 30 year old woman. Her
breasts were nice, about 36c from my guess. They were
firm and always swayed when she walked. She had a slim
waist, it wasn’t super model thin but… it curved, in a
very hypnotic way. She had thick thighs and an ass to
die for. Her skin was lightly tanned and looked smooth
and soft to the touch. She had a mass of curly reddish-
brown hair that was always pulled back away from her
delicate features. She had brown eyes and a killer
mouth that I often found myself staring at.

Well anyways,I knew Ben and despite myself I always let my eyes drift over his mom
when I was there. I couldn’t help myself; I guess it
was like a c***dish fantasy. Being that I was young and my
body was still developing in certain areas. I was about
6’2. I was very tall and still am now. My body was slim
and well-muscled, I wasn’t body builder material but I
did have a decent body. I had tanned skin; I was always
in the sun. I was a typical teenager; I had
piercings and bad attitude.

His mom was always there for me and I found myself
feeling more and more attracted to her. I kept that
little tid-bit to myself of course. I remember one
night; I was spending the night over Ben’s house. We
were up in his room wrestling he had me in a head lock
and I was pushing at his arms desperately. I kicked at
him and he threw me on the bed roughly. I grunted and
pushed him against the wall getting ready to playfully
punch him. I heard his dad sound from down stairs. His
dad wasn’t exactly the nice type and was always bossing
Ben around. Ben rolled away from me and sighed then he
ran down stairs telling me he would be back.

Well, night had already rolled around and it was late,
and the weather was horrible but his dad decided that
they would go out and get something. I don’t even
recall what it was anymore. Ben called me downstairs
and told me that they would be back in a little bit. I
just kind of rolled my eyes and nodded. After Ben left
I went to the kitchen to grab a soda. As soon as I got
there I froze seeing Ben’s mom Alicia at the sink
cleaning dishes from our previous meal. I slowed my
pace and stopped in my tracks.

She was scrubbing the dishes and I noted how sexy she
looked. She was wearing rather short shorts that
displayed her gorgeous thighs and beautiful ass. I
resisted the urge to go up to her and put my arms
around her. She was wearing a white t-shirt that nearly
covered her entire body and had her hair tied back as
usual. I found myself wondering what she looked like
with those beautiful curls bouncing around her face
when she fucked her husband. That pushed at my
defenses, she was damn sexy doing dishes and I wanted
nothing more than to throw her on the counter and fuck
her long and hard.

Instead I turned back to the refrigerator and opened
the door scanning around for a drink. She turned around
and looked at me. I could see her from the corner in my
eye. She was staring. I felt her eyes move down my
shoulders to my back slowly, down to my waist, then my
ass, and then her eyes drifted back up. I grabbed a
soda and turned around again. My eyes met hers, she
just stared at me. She didn’t say anything and neither
did I. She had an almost sad hungry expression on her
face. I don’t know how to describe it; even to this day
I can imagine it in my mind. I gave her what I thought
was a teasing grin and she gave me a week smile and
turned back to the dishes.

I felt sorry for her. Her husband was a prick; he
treated her like a house maid. She never complained,
ever. I knew that he never touched her. He was always
on the computer masturbating to porno and I knew
because I had caught him countless times. I knew she
needed to be touched and I wanted to be the
one to do it. Yeah right! Fuck my best friend’s mom!
Now that was funny, but I thought about it more than I
should have I think. I heard the thunder pound above
and saw her jump. I almost laughed. I found it... cute
in a sense. I walked out of the kitchen, not saying a
word to her. I sat down in the living room watching
T.V. I was surprisingly caught up in an episode of Law
& Order.

I heard her climb the stairs a couple minutes later and
then the shower running. I thought about her beautiful
naked body beneath a stream of hot water and felt my
cock growing hard. I tried to concentrate on the show
but it was so damn hard. I frowned deeply and looked
back toward the stairs. The water turned off and I
nearly ran up the stairs to meet her in her towel. I
shook my head and looked straight at the T.V. screen
and forced myself to watch.

The thunder sounded again this time louder and I
blinked as the electricity went out. I frowned into the
dark. I jumped as I heard Alicia begin to scream my
name. I didn’t think just jetted toward the stairs. I
was ******* around but I made it to the top, by that
time the electricity had come back on and I was still
headed for Alicia’s room. I burst into the bed room and
found her huddled in the bed. She jumped and looked up
at me. She was under the covers but she was wearing
another t-shirt. Her hair fell beautifully around her
face, the curls dripping with water. I blinked as I
looked at her.

She looked at me and jumped as another crack of thunder
sounded above us. She gave me a pleading look. “Jake
please come lay with me… I don’t like it when it
thunders” her voice was soft and sweet and I found
myself moving to the bed before I could stop myself.
She was already laying on the left side so I moved over
to the right and sat on the bed. She patted the bed
beside her, “Lay with me, it would make me feel better”
Her voice was so delicious. I lay down next to her
slowly. I lay rigid flat on my back and she looked at
me. The thunder sounded again and she crawled closer to
me.

I could feel the heat from her little body on my side.
She was clutching my arm, her eyes were closed and she
was wincing. “Jake…” She paused for a long time and I
was wondering if she was going to finish her statement.
I turned my head to look at her. She had opened her
eyes and was looking at me, very hard. “Hold me Jake…”
she blinked and I saw sadness in her eyes again. I
couldn’t believe this was happening; it was like
something out of those romance movies. Despite myself I
really did feel an overwhelming tenderness for her
envelop me.

I looked at her for a long time and then I stood; I
think she thought I was going to leave because fear
crossed her face. I reached out and pulled the covers
down; she sighed some and relaxed her body. I crawled
under the blankets and moved toward her on my side. She
reacted instantly moving toward my quickly. She pressed
her body against me, her face was against my chest, her
legs were tangled up in mine. She tossed an arm over my
waist and pulled me even closer. I was momentarily
shocked. But as I felt the heat from her body and felt
her breasts and soft skin against me I couldn’t help
but encase her in my arms. I trapped her against my
chest and rested my head on hers.

She sighed. It was only moments later that I realized
that she was wearing nothing but a shirt and a pair of
cotton panties. Her legs were bear and she rubbed them
against mine as if she was trying to warm herself. I
was only wearing a pair of shorts and a white t-shirt.
Her chest was pressed again my upper belly (that’s just
how tiny she was) I could feel the soft mounds of her
breasts against me. I knew she wasn’t wearing a bra.
Her tiny arms held me against her and I felt goose
bumps spread over my skin. She was turning me on and I
was desperately fighting against it. My cock would have
poked her right in that soft little belly of hers. I
closed my eyes and thought of something less pleasing.

She let out another soft sigh and breathed against my
chest. Her breath fanned across my skin and I felt my
cock jump to attention. I moved my pelvis away from
her; I couldn’t let her know that I wanted her. It was
just, weird. She grasped me and pulled me against her
again. “No, don’t pull away. You feel so good Jake. I
forgot what it felt like to be in a man’s arms. Hold me
some more. You’re so hairy…”she giggled as she ran her
legs along mine. Little did she know that’s about the
only place I had hair, aside from my arms and jaw. She
hadn’t felt my erection just yet because I hadn’t
gotten close enough. Unfortunately my shorts were doing
a good job of restraining my painfully hard cock.

She looked up at me then. She had an expression of
utter lust on her face. I never thought I could see a
woman look like that. Her beautiful lips were slightly
parted, her eyes were half closed, heavy lidded and her
breathing came in short pants. I wanted so bad to touch
her. I kept my hands on her back. “Jake…”her voice was
deftly soft and breathy. I suppressed a shiver as I
felt her breath fanned my face. She was so damn
beautiful. “Jake, what would you say if I asked you to
fuck me?” she maintained her low breathy voice. I
blinked and looked down at her.

Her hair framed her face in beautiful reddish brown
curls, and she licked her lips and looked at me with an
almost beseeching gaze. I took a deep shaky breath and
looked at her for a long moment. I let a smile cross my
face. “I am pretty sure I would ask you how hard and
how long you wanted it for.” I laughed and she reached
up and touched my face. I looked down at her and she
pushed herself up. She pressed her lips to mine. She
stuck her tongue into my mouth roughly and began moving
it in circles in my mouth. She shivered and framed my
face with both hands. I wrapped my hands tighter around
her and pressed my tongue right back into her mouth.
She tasted so damn good I shivered and pressed my
agonizingly hard cock against her little belly.

She was so soft and I let out a soft groan. I began to
move my cock up and down grinding myself as hard as I
could on her stomach. She pulled back from our kiss and
sucked in a sharp breath. I didn’t stop moving I just
pressed even harder. I wanted to feel her little body
wrapped around my cock. I had my eyes closed, I wanted
to cum all over her beautiful skin. She placed her
hands against my hips and pushed me back away from her.
I let out a low groan and opened my eyes. She smiled
and licked her lips again in the most tantalizing of
ways. “I know baby… I know.” She looked up at me and
sat up. I moved to sit up beside her but she pushed me
back down. “Stay there Jake, I want to look at your
body.” I blinked but I rested back against the bed.

I doubted that Ben or his dad would be back considering
the extent of the storm. She moved her hands down my
belly to grip the edge of my shirt. She gave me a
wicked smirk and pushed it up slowly. She purposely let
her fingers slide along my skin SO soft. She wanted to
tease me. I felt a wave of arousal spread through my
body and straight to my cock. I felt my cock throb
painfully. I groaned again and let my head fall back
against the pillows. I felt her run her fingers back
down my belly. She moved her hand right around my belly
button. She leaned down and pressed a kiss on my hip,
dangerously close to the hem of my pants.

I felt pre-cum pouring from the tip of my cock and onto
my underwear. I bit my bottom lip and relaxed my body.
I didn’t want to cum before I got to touch her. I
shivered and I heard her laugh. I opened my eyes and
looked down at her. She moved back up and tugged at my
shirt. I sat up and let her tug it off. She threw it on
the floor and I heard her sigh as she let her eyes rove
my well-tanned chest and belly. She bit her bottom lip
and I closed my eyes. It would be easier to hold back
if I didn’t have to watch her beautiful face. I felt
the weight on the bed move and before I opened my eyes
I felt her straddling my hips.

My eyes flew open and I looked up at her. She had her
eyes glued on my chest. She was moving her hands up and
down my chest. She would stop to tease my nipples and I
would shiver again. I could feel the soft skin of her
thighs against my hips. I felt the urge to grab her,
rip off her panties and push her warm wet cunt right
onto my cock. I kept my hands at my sides. She finally
let her hands drift to my waist. “Oh God Jake, your so
beautiful. I can feel your cock against my ass. It’s
making me so wet.” I bit my bottom lip. She knew just
what to say to make a man hurt.

I looked up at her and took a deep breath. She looked
so damn sexy on top of me. Her hair fell around her
shoulders and down her back. Her breasts poked out, her
nipples were hard under the soft cotton. She was very
careful to keep herself from lowering onto my body. I
could see her thighs and skin… I was going to cum. She
looked down at me. She must have sensed I was going to
cum or read it in my expression because she placed a
hand beneath my chin and leaned toward me. She pressed
her face so close to mine that our lips were touching.

“Don’t you cum yet Jake… I want to taste it in my mouth
and I don’t intend to taste it until I can put your
cock in my pussy.” My eyes fell half closed and I
raised my head to kiss her.

I don’t know how I managed to keep myself from orgasm
but I did; even as she slid her tongue around my mouth
savagely. She moaned gently and I wrapped my arms tight
around her body pressing her breasts to my chest. She
still never lowered her pelvis to my body and I began
to wonder how she could sit up like that for so long.
She pulled away from our kiss and sat up quickly. I
felt her hands on my chest and I let my head fall back
against the pillow again. She raised her hands to her
shirt and slid it up some, displaying the beautiful
brown skin of her stomach. I reached up and couldn’t
help myself; I wrapped my long fingers around her
shapely hips.

She smiled at me. “Don’t touch me anywhere else than
that Jake!” I nodded my head dumbly and slid my hands
along her thick thighs. I could barely wrap my fingers
around them and a beautiful image of me behind her
ramming my cock inside of her while I gripped her
thighs racked my brain. I felt my cock jerk. I watched
as she pulled her shirt off slowly. I saw the beautiful
expanse of skin that covered her belly and breasts. I
groaned deep in my throat. She was so hot! I moved my
hands up her hips to her waist. I intended to touch her
tits but she grabbed my wrists. “Oh no, not yet little
Jake.” I couldn’t help but smile at the pet name.

I sighed and forced my hands down. She moved her hands
along her belly up to her breasts. She cupped them from
beneath and gave them a very gentle squeeze. Her
fingers began to play sweetly with her nipples. Her
nipples were actually dark. A shade of brown and I felt
my mouth water at the thought of being able to put
those yummy mounds in my mouth. She was teasing me. She
released her nipples and cupped her breasts from
beneath again. This time she gave them a little bounce.
I smiled and inhaled deeply. I wanted to fuck her so
badly. My pre-cum had completely drenched the front of
my underwear and the uncomfortable confinement was
beginning to irritate me.

She released her breasts and slid her hands down her
body and rested her hands on my chest. She moved up my
body some now straddling my belly. She was only clothed
in soft cotton panties and I was already imagining what
was beneath them. She leaned forward on my chest a bit
and spread her legs wider. She finally lowered herself
onto me. I trembled. Oh God yes! She was so warm. I
could feel the heat from her pussy through her
underwear. I felt my cock jerk again. I groaned and
gripped her hips roughly. She had to ride me now. I
needed to feel her warm pussy on my cock.

She lowered herself slightly. She didn’t rest her full
wait on me, just enough for her cunt to graze my belly.
She smiled down at me and braced her hands on my chest.
I felt her begin to move in a methodical motion. She
rocked her hips back and forth above me. She barely
touched me but I could feel her wet panties along my
stomach. I licked my lips and tightened my grip on her
hips. She quickened her pace. I didn’t know what she
was doing exactly but she began to moan. I began to
understand what she was doing when I looked down. She
was rubbing her clit on my stomach! That was just about
as much as I could take. I was going to lose it in my
shorts and I couldn’t let that happen.

“Oh God please… I really need to fuck you” I grasped
her hips even tighter, digging my fingers into her
delicate skin. “My cock hurts, I swear I am going to
lose it in my pants,” I was begging her and I felt
almost embarrassed. I was watching her face. She was
biting her bottom lip and letting out the sweetest
little pants. She opened her eyes and looked down at
me. “Not yet Jake!” She started to move a little
faster. “I am almost there, just wait,” she was panting
and I couldn’t take it anymore. I really needed her.
Without thinking I lifted her right off me and threw
her on the bed next to me. I got between her legs
quickly and started grinding myself against her wet
panties. It was a weak mimicry of sex but it felt so
damn good!

She must have liked it because she pushed her hips up
against me. She grasped my ass pushing me harder
against her. I was going to cum. I felt it. I was
shivering. She was moaning and talking to me. “Oh God
Jake, your cock feels so good. Oh please! Right there
baby. Don’t stop!” She was gripping me and I wasn’t
about to stop.

My pre-cum was all over my underwear, somehow, I
suppose from the lubrication, my cock was moving around
against the fabric of my underwear and it felt good. I
felt myself spurt cum from my cock. I jerked and
groaned really deep in my throat. I jerked again as
another two spurts escaped the end of my cock. It
soaked my underwear and pants and I don’t think I have
ever cum that much since. She held my pulsing cock
between her legs. She was pushing me down. She was
cumming to. I shivered and I felt her jerk.

She let out a loud moan and bit her bottom lip. She was
panting and gripping me. “Oh God Jake! It feels so
good!” She was shivering from head to toe and I just
pushed my head against her shoulder. I turned my face
toward her neck and I kissed her, just once. But her
skin tasted good. It was salty and damn delicious. I
felt her start to relax. She laid back against the bed
her body completely limp. I raised my head and looked
down at her. She had her eyes closed. Her breathing was
steady. I thought she might have fallen asleep. Then
she opened her eyes. She had a smile on her face. She
raised her hand to my face and ran her fingers over my
lips.

I didn’t know an orgasm could be so intense. My arms
were shaking as I held myself over her. She wrapped her
arms around my neck and pulled my down against her. I
didn’t want to let myself fall against her completely.
She was so small. I didn’t want to suffocate her, but
she wrapped her legs around my hips and pulled me down.
“It’s ok Jake… You won’t hurt me.” I relaxed a little
bit. I felt her body against mine. Her breasts were
pressed against my naked chest, her legs wrapped around
my hips. I felt my cock getting hard again. She must
have felt it to because she lifted her hips and rubbed
her pussy along my cock in one smooth motion. I closed
my eyes and gritted my teeth.

I remember vaguely hearing ragged breathing that didn’t
sound like it was coming from either Alicia or me. I
opened my eyes slowly and looked down at Alicia. She
had a look of absolute terror on her face. I blinked
letting the look register in my brain. Her eyes were
looking past me toward the doorway. I turned my head
slowly. I didn’t want to see what was there. It was
Ben!

He was staring at us completely dumbfounded. I moved to
get off of his mom and she let go. He looked at me for
a minute or two then he finally said something. “If you
leave now, I won’t tell.” He looked down at the ground.
He was mad. I could see it. I looked over at Alicia and
then back at Ben. I quickly grabbed my shirt from the
floor and ran past Ben. I made a right down the hallway
and headed directly for Ben’s room. His dad was coming
up the stairs. Oh God! He was going to see her naked
and know!

I sat on Ben’s bed. I knew what was coming. I head the
doorknob turn and I froze. It was Ben. He was eyeing me
intently; he turned and locked the door. He faced me
again his eyes fell to the giant damp spot on my shorts
and he closed his eyes.

“Get changed Jake. My dad didn’t see her.” I felt
relief flood my body and I got up without thought and
went to change. Ben watched me as I took off my
underwear and shorts. I felt uncomfortable. Naturally
Ben and I had seen each other naked tons of times but
this was so much different. Ben stared at my semi hard
cock, he was frowning deeply. I needed to wash my cock
off. It was wet and dirty from my cum. I looked down
but didn’t make a move to dress or go to the bathroom.

Ben finally looked at my face. “Get dressed you fucking
idiot.” He was glaring at me. “I can’t Ben… I need to…
clean myself.” He gave me a sort of growl. He ******d
to me stiffly. I had no idea what he was doing but he
came to stand in front of my closely. He looked at me
for a long time. He was very close, I didn’t like it.

He grabbed my shoulder then and pushed me toward the
bathroom. He had a separate bathroom in his room. He
went to the shower and turned it on quickly. He looked
at me. “Get in” was all he said. I looked down and
moved toward the shower. I got in. The water was
decent, warm. I looked toward Ben. I don’t know what it
was, but I couldn’t pull the shower curtain closed on
him. I couldn’t do anything. I felt so ashamed for what
I had done.

He didn’t move to leave either. I don’t know what
possessed him, but after a few seconds of me just
standing there in the water looking down, he moved
toward me. He stripped quickly. I watched him do it, I
didn’t think of why. I didn’t think of anything I just
watched him get into the shower with me. He looked at
me intently, he was very angry. I saw it in his eyes.

I was blocking the stream of water completely with my
back. I suppose he wanted to get his hands wet because
he reached past me to do so. He didn’t go around me; he
just put his arms on my shoulders and took a step
closer to me. He held his hands in the water for a long
time. I had no idea what he was doing, but his face was
inches from mine and his body was very close to me. He
never took his eyes off me as he pulled his arms off my
shoulders and reached for the soap on the porcelain
holder.

He never took a step back either. He reached into the
water again, placing his arms on my shoulders. He
rested his arms on me while he lathered his hands with
soap. He pulled his arms away again. He put the soap
back where it belonged and rubbed his hands together
for a moment. He stared at me; I didn’t understand what
he was doing. I frowned slightly in question. He gave
me a deep look of anger in return. I looked away, I
couldn’t take his glare. He finally dropped his hands.
They were thickly lathered and at his sides.

He was still looking at me. “Look at me,” his voice was
dripping with fury and I couldn’t say no. I looked at
him, my eyes leveled on his face. “Did it feel good?”

I stared at him not answering. He reached his hands up
and grasped my cock. I sucked in a sharp breath. He
grasped my ball sack with his left hand and my cock
with his right. He gave my still semi-hard cock a
gentle squeeze. “Did it feel good?” he repeated his
question. I did nothing to remove his hands. My cock
went limp with shock. He began to move his left hand in
a gentle circular motion on my balls. I felt my eyes
falling close and my cock growing hard again. I didn’t
understand why he was touching me like that, but I
didn’t stop him either.

I lifted my heavy eyelids and looked down at his body.
He was a little shorter than me, about 5’11. He had
black, spiky hair, green eyes. His body was the same as
mine, decent. The only difference was that his cock was
fully erect and stood out from a mat of black hair.
Mine was partially erect and had no hair. I usually
groomed myself. I did note long ago that his cock was
not longer than mine but it was thicker, far thicker.
His was about 6 inches long and about 2 1/2 inches in
width. My cock was more around 7 ½ inches and 1 ½ in
width. I looked at his cock for a long time and then
lifted my eyes to his face. He still looked angry but
he never stopped his motion on my balls.

I finally decided to speak. “Ben stop it,” I reached
down to push his hands away. But he wouldn’t stop; in
fact that’s when he began to stroke the length of my
cock with his right hand. Since his hand was lathered
it slid down the length of my cock very easily. His
grip was firm but gentle and it felt better than it
should. I let my eyes fall closed.

I couldn’t help it. His pace was moderate. He slid his
hand all the way around the base of my cock right up to
the head. He stopped to play with the sensitive spot
right beneath my cock head with his thumb. I shivered
and tightened my buttocks. It felt good. “Does it feel
good?” He was looking at me, watching my facial
expression. I still didn’t reply.

I opened my eyes and looked at him. He was still
looking at me, still stroking me and I liked it. He
continued to play with my balls and stroke my cock. He
was still angry. I stared at him and dropped my gaze to
his cock. It was still erect and the veins were
sticking out boldly. It was throbbing. I blinked as I
felt the urge to touch it. I raised my hand toward his
cock, and then I looked at his face.

He saw what I was doing but made no move to stop me. I
grasped his cock it filled my hand completely. It
pulsed in my hand and I knew how he felt. I reached for
the soap. My hands already wet, and lathered my hands.
I put the soap back and put my hands on his cock and
balls just the same as he did with me. His eyes fell
closed somewhat and I began to stroke him very gently.

I pulled my hand back and noted the pre-cum already
forming on his head. I ran my thumb over his pre-cum
and watched it mingle with the soap. He let out a
breath and stroked my cock more firmly. I shivered and
let my breath come out more heavily. I ran my thumb up
the center of his ball sack. I began to move my fingers
around the sack playing with it gently. His mouth
parted as I did this and I began to stroke his cock at
the same pace he played with mine.

Here I was; in the shower with my friend playing with
his cock while he played with mine. It was arousing. I
looked up at Ben. He had his eyes half closed and was
looking at me. “Harder…” I heard him say. I blinked and
tightened my grip on his cock and quickened my pace. I
knew he felt dirty because he didn’t look at me at all
after he said that, but he never let my cock go. He
tightened his grip on my and stroked me quickly. I felt
my knees weakening. I was going to cum soon and so was
he. I felt him tightened his buttocks as he pushed
himself into the palm of my hand. He was going to cum
first. He pushed himself quicker into my palm and I
just maintained my grip and played with his balls.

His pre-cum dripped out of the tip of his penis and
onto my hand. He let out a long low groan and I stared
at his cock as it jerked gently and released his white
creamy liquid. It shot out and landed on my hand, on
the shower floor, and on his own hand on my cock. He
shivered and placed his hand over mine; bringing it
down all the way to the base of his cock and back up.
He shivered again as more cum poured from his head and
landed on my wrist.

I didn’t let him go immediately. I get my grip on him
as he stroked me quickly trying to make me cum. I
groaned some and tightened my ass; I felt my cum
pouring from the head of my cock. Since I had just came
only 10 minutes before it didn’t shoot. I grasped his
hand and groaned. My cum poured out and dropped onto
his hand. He jerked but he didn’t let me go.

When we had both had our orgasms we pushed each other
away in disgust. He got out of the shower and I washed
myself thoroughly. After that we never spoke about
anything that had happened that night. We were even
friends for a few more years before I moved, but I
never slept over his house again. I did see his mom
again though.