I’ve been friends with my buddy, we will call him “S” for the sake of privacy. I’ve spent countless nights over at his house and it wasn’t until I began to find mature milfs super attractive. Now, Melanie, is maybe 5’ 3’, bleach blonde hair, bright blue eyes, soft tan skin, I’d have to guess maybe 32DD tits. They are fucking amazing. If I’m not careful around her, she will see my cock start to get hard. Anyhow up until about a month ago, I never paid her any attentiaon out of the normal. Then! Her boyfriend at the time had left her and she was single for the first time I could ever even remember in my whole life. She started to act a little different. A lot more hyper than normal whenever I would see her. She would joke around a lot more. She just seemed happier overall. Well one night I go over there and it’s already dark. Well she walks outside when I pulled up and she’s swearing this tissue thin tiny shirt. I could instantly see her nipples get hard from the cool night air. She had on some shorts that were rather skimpy, they hugged her ass cheeks so tight mhmmm. Needless to say, I gave her a hug and she pulled me in a lot tighter than normal, I could feel her hard nipples poking me and I know for a fact she could feel my 8-inch long, rock hard boner, because it pressed RIGHT UP against her. She even sort of jumped a little bit, I could tell she wasn’t expecting it but she definitely seen noticed it. Later that night, S was already asleep and I was tossing and turning, so I walk outside to smoke a night time cigarette. When I come in, Melanie is awake, with the TV on and sitting on the couch. She turns and sees me and says “You can’t sleep either ?” “Nahhh” just been rolling around all night and I needed to get up and move around. “Well come over here and watch a little TV with me, Nothing good is on this late in the night, but at least I won’t have to be alone haha” so I walked over and sat down beside her on ge couch and I couldn’t stop looking down her shirt and picturing my cock sliding between those tits, that’s when I felt my cock begin to get hard.... I was wearing gym shorts, so I knew she was gonna instantly see me getting a boner. I grabbed a pillow and put it on my lap. She then said “are you cold? Or are you just getting a boner again?” I literally was at a loss for words. I couldn’t even get any words out I felt so embarrassed. She smiled and said “don’t worry, it’s okay, it’s perfectly fine. I’d be a little worried if you didn’t get a boner. That’s healthy for a young man your age.” I was so embarrassed even sthogh she had just cooled the tension down.. I sat there quiet. Melanie then slides over and puts one hand around my back and the other on my thigh. “It’s okay, I promise! Don’t stress about it, it was bound to happen. Don’t let it bother you.” She said as she smiled and then used her hands to slide herself closer towards me so we could share the blanket. Right as she begin to pull herself closer and slide towards me I felt her whole hand press down directly on my hard cock. That instantly made my boner so much harder! I could feel a bead of precum begin to form. She pulled her hand back, but not in a quick manner, she just kind of pulled back for a split second and then literally stopped and just layed her hand down on top of my thick solid shaft and left it there. My mind was racing, did she really do that!? Does she know?! She’s got to know?! So as I managed to get my shit together and get back in control. Neither of us had said anything aince she rested her hand on my cock, I finally figured out what I would do, I started to flex my pc muscle and make my whole cock kind of move on its own. As I was doing so, I seen her look down to see what was moving, she picked up the blanket and seen it was my cock and used her hand to cover her mouth. “I honesty am sort of impressed that you’ve had a solid hard cock for going on 25 minutes now.” She said as she glanced down at the bulge in my gym shorts. “Well I don’t think any guy could be this close to you and NOT have a hard dick, I mean seriously.” I had to throw a little flattery in there ;) “I m not the only one aroused apparently, your nipples are about to rip your shirt off and it’s not even cold in here so don’t get all over me.” I said more comfortable this time. She had her mouth gaping open and looked down as if to check to see if I was telling the truth or lying. When she seen her own hard nipples poking through the shirt, her face got a light shade of red. “Oh shit, I suppose you’re right hahah” I rested my hand on her inner thigh and began to slightly rub it, at this point she seemed comfortable with it and didn’t tel me to stop so I was curious what else I could get away with. After another 10-15 mi utes rode by and precum soaked my underwear AND gym shorts that it looked like I peed a little bit. (I always have been a tremendous pre cummer, it’s like a faucet,) so as Melanie picked up the pillow, she said, “oh my god, did you seriously cum in your shorts?!” I was again so embarrassed but I had to tell her “no, when I’m around attractive women and in certain situations, my dick begins to drop precum and it will just keep Oozing and Oozing our no matter what, until I well....until...I take care of it. “You mean until you cum? You were gonna say dum right?” “Yes ma’am, I was gonna go to the bathroom and relive myself so it wouldn’t weird you out that I heard a hard on while right beside you...” Melanie took a few seconds and was almost like contemplating something. “Come with me, I have some clean shorts upstairs in my closet. I don’t want you to have to try to sleep in those messy shorts.” I got up, full blown erection just swinging left and right at this point, because why did I have to hide? She knew about it. We get upstairs and back into her closet, she comes out with a pair of gym shorts in her hand and looks at me. “Uhhhh, can I use those?” I asked hesitantly. She smirked and said “well, of course, I told you I was gonna get you a new pair, but you can’t wear these if those are still on”. “Ohh okay, well I’ll change around this corner real fast..—- “uh—uh-uh, you can change right here. It won’t take you long and besides my laundry basket is downstairs anyway. I could not believe that Melanie was about to see my bare, hard ass cock! I didn’t even hesitate, I pulled down the elastic band and up my thick cock swing like a fleshy pendulum and smacked my shirt, leaving a small string of precum dangling from the head of my cock. I reached out to grab the new clean shorts from melanie, but as I did, she grabbed my hand and pulled me in closer to her. “Here, let me just help you out, so you don’t end up messing up another pair of shorts,” she reached down and let the rogue string of precum wrap around her finger and then she stuck her finger into her mouth all the way to the knuckle and sucked it so hard that it made a smack when it came out. My heart was absolutely racing. Knowing that S was 3 rooms over asleep and in here his mom was eating my precum!! She then wrapped a hand around my shaft and began to jerk me off slowly as she kneeled down. Once she was eye level with my cock, she said, “i assume I don’t have to tel you to keep this between us?” I responded while moaning “yes ma’am.....nobody..nobody will ever know” “good. That’s exactly what I wanted to here. Now I can start things.” She slowly slid my cock into her mouth all the way to my ballsack. She worked her tongue on my balls and that alone almost made me explode! She didn’t even have a gag reflex, not even remotely. She slide my cock all the way in and out without any effort. She got my shaft really sloppy with saliva and would spit on my cock every time she took it out of her mouth. After a few minutes of her using my cock as a straw for precum, she asked “you said my tits were what made this damn thing get all hard huh? Well, I bet you’d loose your mind if I were to wrap these nice big boobs around your hard warm cock and start to close it up and down and let you blow your load all over my tits huh?” I literally almost came at the idea of her saying that. That about did me in. She peels her shirt off and gets some baby oil and lathers up her huge tan tits. She pushed them together from each side and then lowered them onto my erect cock. The initial feeling of my cock head forcing its way through those double D tits was amazing!! I almost exploded there too. After that I only lasted for maybe 7-8 more strokes before I told her I was about to cum. She pushed her big tits together and said “give me all you got big boy” that’s when I couldn’t hold it in anymore, I unleashed a fury of white streams all over her huge cans. The first jet, hit with such impact that a little bounced up onto her neck and the next few jets of hot cum just painted the top of her tits white. My cock grew limp and I layed on the bed. I rolled over and seen Melanie’s tits dropping cum from alll over. She was using the tip of her finger and using it to scoop up my cum and she was just dumping it all in her mouth. She didn’t even close her mouth until all my cum was scrapped up and on her tongue. She then looked me dead in the eyes and swallows my load. That was the sexiest thing ever! Needless to say, I slept like a baby after that. We even had a talk the next day about how we will never speak of what we do to anyone ever and If it was kept a secret then we could continue to fool around behind her son, ex-husband and daughters back. I go back over there next Friday.