Best Friend's Mom (Valerie)

"Touch me." Valerie commanded, again encouraging me to go further than just gaze at her.

My fingertips explored all of her folds, tracing over her pussy lips and gently through the cleft of her opening that was slick with her juice. Using my thumb and forefinger I opened her slightly, delighting in the way her skin gave way to my touch. Valerie liked that too, taking her hand away from her groin and moaning at my touch. She moaned again when I let my finger slowly slip into her.

As I worked my finger in and out of Valerie my face was no more than a foot away from her, getting the best view possible. I'd never tasted a pussy before and this seemed like the perfect time so I slowly eased my face down to her, extended my tongue and lapped at her pussy lips tentatively.

"Oh, that's nice." Valerie encouraged as I licked up and down her slit. I used my fingers to open her as wide as I could and get the tip of my tongue inside. Valerie tasted good and I continued to experiment, licking slow and then flicking my tongue over her clit like I'd seen on porn movies.

When she felt the rapid movements of my tongue on her clit Valerie brought her hand to my head and whispered, "Not too quick. Just lick me there. The harder the better."

I took her words to heart and made some long slow licking strokes across her clit. My fingers continued to hold her pussy open as I worked, now really enjoying that I was able to pleasure Valerie and make her moan. "Good." She managed to breathe between moans.

Her climax took me by surprise. First I knew what was happening was when both of her hands clamped onto my head and push me harder into her pussy, encouraging me to keep licking her and make it harder. Valerie's moans increased in volume and intensity as I licked her, my nose now hard against her pubic area, smelling her sexy musk. Valerie continued to push my head into her and force her pussy up towards me, her body now all tense as the climax approached.

She gave a final loud gasp that I assumed signaled her orgasm had arrived. I kept on licking hard and felt her pussy shudder and then her muscles contracted several times. Valerie's hands eventually loosened off my head and let me up to look at her. She inclined her head so she could see me and opened her arms in a gesture that I should climb on the sofa and hug her.

I came up, lay my head on her shoulder and felt her arms wrap around me. My cock pressed into her thigh and I felt her kiss me gently on the top of the head. "You did good Baby. Real good. You made me cum so hard."

Lying there, comfortably in her arms, I wondered if we were done. We had both cum and I wasn't sure I was invited to experience the ultimate with her. Much as I wanted to sink my cock into Valerie's lovely pussy, I wasn't sure what our next move was. I felt Valerie's breathing start to calm and brought my hand up to cup her breast. Her nipple was still hard and she squirmed to my touch.

"You're still hard." Valerie reached down between our bodies and let her hand rest against my cock. "You feel good. I think you'd feel even better inside me." She kissed me on the head again. "Would you do that for me?"

I didn't even nod, simply raised my body away from her and slid down a little. Valerie's hand slipped away from my cock, but came back to it as I positioned myself closer to her. I had one foot on the floor as I angled towards her and the other leg kneeling on the sofa. I looked at her face for a final confirmation but saw nothing but raw desire. It was as though Valerie needed me inside her, which was an incredible turn on for me.

My cock came to touch her pussy lips, guided by Valerie's hand. She pulled slightly on my shaft, urging me to thrust inside. I pushed gently, parted her lips and slipped inside. Looking down between us, I watched as my stark white cock disappeared into her warm, dark folds. Valerie gasped a little as I slid in and I simply felt the warmth of her pussy walls as I reached the full length of my penetrating her.

Valerie cooed, "Oh, you feel so good. You got it all in there."

I could feel that I was all the way in and it was a great feeling. Basking in the warmth of her pussy, I pulled out a little and slipped in again. Valerie shifted her position slightly to allow me to make easier and longer strokes.

As much as I liked seeing the pleasure on Valerie's face as I pushed in and out of her and the way her big boobs rocked with our motion, I was fascinated by the sight of my cock disappearing into her. I was now pulling out as far as I dared and then plunging fast into her, enjoying every slick stroke and the way her pussy gripped me. Valerie wasn't just lying without moving either, she was arching her back and thrusting her pelvis to meet my strokes as our rhythm built.

"Does that feel good Baby?" She asked in a breathy voice. "Is this what you wanted to feel when you watched me? Is this what you thought it would be like?"

"Better." I managed to answer between thrusts.

Valerie's hands were all over my back now, moving gently with me as I rocked into her. The first burnings of orgasm started when I caught her eyes and she looked at me with an intensity I'd never seen in anyone before. "You gonna cum Baby?" She asked. "You gonna cum for Valerie?"

I nodded, but the gesture was probably lost in my movements as I started to pursue the strokes that would bring my climax closer. I started to get faster as I chased the feeling down, desperate to cum now, needing to and wanting to please Valerie. I felt a bead of sweat drip from my forehead, down between her breasts as I pounded away. Valerie's hands pulled tighter on my hips, pulling me in as our bodies slammed together.

The climax came relentlessly, almost teasing me as I thought I was there and then it felt like just a couple of strokes away, then right there again. Finally I knew I was cumming and with one final full thrust into Valerie my orgasm breached its confines and burst through me. I felt my chest and leg muscles twitch as my nervous system transmitted the euphoria all through me and then I wasn't able to thrust - frozen for a moment.

Just as I started to shoot cum into Valery I was able to thrust again and look up to see Valerie's face, watching as I came inside her.

When I was done I slumped on top of my best friend's mom, exhausted from the sex we'd shared and still feeling little post-orgasmic shocks running through me. Valerie wrapped her arms around me, hugged tight and then brushed some hair away from my forehead. "Was that good for you Baby?" Her voice soothed as I caught my breath. "Did you like the way Valerie makes love? Was that better than watching?"

"It was good." I managed between breaths. "Very good. Did you..."

"Hush Baby," she caressed my cheek with her hand, "you made me feel so good. It was nice to feel a man that can get all the way into me. I've needed that for a long time."

She seemed to shift on the sofa and look towards the kitchen. "The bad news is that you have to go now. Bobby will be home in half an hour, and we wouldn't want him to find us like this. Would we?"

Of course we wouldn't, so I quickly got up and started to pull on my clothes. Valerie found a towel and wrapped it around her boobs, explaining that she would have a quick shower. When I was dressed she walked me to the front door and kissed me before opening it. "Thank you for a lovely afternoon." She smiled. "It was nice of you to show me your cock, and let me have it inside me." I couldn't have put it better.

Valerie and Bobby lived next door to my parents for another ten years or so. Whenever I saw Valerie I had an instant reaction in my pants, but not once did she ever give me the slightest sign that our secret afternoon was something she even remembered. Valerie was inscrutable like that and I guess our lives were a bit safer for it. As much as I loved the event, and all of the wonderful memories I relived for years, I would never want my parents, or Bobby, or Chet to suspect anything.

I looked out of my bedroom window many times over the years after that day but didn't once see my next door neighbors having sex.