Milf Tails: After Midnight

"That's nice." She sighed, "Really nice! Honey, I need this so fucking bad!"

I started kissing up and down her neck, but pulling my hair she moved my head back, "That's sweet, Steven, and you can take your time later or tomorrow or whenever, but right now, I need you to suck on my tits and make me cum!"

Later... tomorrow? Holy shit! She was going to let me fuck her again after tonight! Even as my lips found her nipple and I stroked the other, I imagined two full weeks of sneaking in here at night, or maybe even early when Mark had to work! Two weeks of this hot milf fucking me! Hell maybe all summer, goddamn she was right, what a gift!

Melanie put her hands back on my shoulders and swung her other leg up and pushed herself up so she was kneeling on my thighs. Her wet pussy slid along my cock and I moaned when she worked her hips, moving along the length of my shaft. My cock was sliding between her legs and I moaned and moved my hips, trying to slip inside her.

"Not yet," She moaned into my ear, "I told you, you're not fucking me until you can give it to me long and hard."

She moved back and released a low groan when the tip of my cock came into contact with her swollen clit. She moved her hips in a circular motion, grinding my cock into her hard button and whimpering in my ear. I continued to suck on her tits, going from one to the other, but my legs were trembling and my cock aching with desire to plunge inside her hot pussy.

"Keep sucking those tits, baby." She whispered, "They've been waiting for you, and so has this pussy." She raised her self higher so that my cock was no longer touching her, "Put your hand down, there, play with my hot little pussy."

I worked my right hand between her legs and released a sharp breath at how fucking wet her pussy was. I ran my fingers up and down through her soft lips and Melanie's moan directly in my ear was the sexiest thing I'd ever heard. My fingers came into contact with her clit and she purred, "Oh, honey, right there!"

I rubbed her clit in slow circles, enjoying her soft moans and the way her hips jerked into my fingers. Easing my fingers back I pushed and slowly eased my fingers inside her. Melanie's pussy wasn't just wet, but hot and damn tight. She sighed as my fingers sank deep into her moist flesh and I added a moan when her pussy contracted, squeezing my fingers. Envisioning my cock inside her, I worked my fingers in and out, slowly at first, then a little faster.

Melanie let her head rest on top of mine and moaned her approval as my fingers thrust into her. I placed my thumb on her clit causing her to cry out as my pressed on it and rubbed back and forth. I swirled my tongue teasingly around her nipple, making a show of licking it for her, while rolling the other gently between my fingers.

"Oh, fuck, oh look at you!" she moaned, "Look at you working my pussy and my tits! Taking good care of me! Hmmm, someone learned something's at school didn't they?"

"I want to make you feel good," I told her.

"That makes two of us," she laughed then yelped when I shoved my fingers so deep inside her my knuckles came into contact with her wet flesh. "I can't wait to see if you've learned how to lick pussy." She sighed, "That's after I show you how a real woman sucks cock, though, hope you don't mind."

"I...I think I'll let you." I laughed against her nipple.

"Good, because I've been thinking about sucking you dry since Mark told me you were coming home!"

Her words caused me to work her clit harder, selfishly wanting her to cum so I could get the incredible thrill of watching my best friend's mother suck my cock. Sensing my thoughts she laughed, "Oh, someone's looking forward to that isn't he?"

"Oh, yeah." I sucked her nipple hard into my mouth.

"So have I, Steven. I've dreamt of getting on my knees and making your eyes roll, of sucking your nice hard young cock and feeling you shoot a nice hot load down my throat!" she moaned began bouncing up and down, driving my fingers hard into her hot little box.

"Fuck, even when I was on the phone with your mother telling her it would be my pleasure to have you stay all I could think about was you in this bed fucking me!"

She was working herself up, moving her hips harder and faster, up and down and side to side, thrusting down into my fingers and pressing her clit against my thumb. Her fingers were in my hair pinning my face to her tit and I was loving every minute of it.

"Yeah, I hung up and had to come up here and get out my vibrator and shove it in my pussy thinking about this big cock of yours! Oh what a summer you're going to have!" she moaned, sending a thrill though me.

"You are going to fuck me anyway you want me! I'll ride you and get on my knees for you! You can fuck me doggy and cum all over my back, you can fuck me in the shower!" she started making little yelping noises in between her words, "Fuck, you take good enough care of me I might even let you fuck me in the ass before you go!"

I'd never fucked a girl in the ass before and thinking of the first one being Melanie caused my thumb to move as fast as I could and shove my fingers in deep and hard. Her thigh was sliding along my cock as she moved up and down and I swear I'd never been so hard in my life.

"You like that idea? You getting hard thinking about slamming your big dick in my tight little asshole? Bet none of your little college girls would let you do that! But I'll let you! All you have to do is take good care of my pussy all summer long and make that your going away present! I'll...Oh, fuck!"

Melanie called out, then lowering her head against mine released a long loud moan as her pussy convulsed around my thrusting fingers. She grabbed my shoulders and dug her nails in as she came on my hand and tried to hold back her cried of pleasure.

"Oh, oh keep moving your thumb!" she groaned, "I'm cumming so fucking hard, don't stop..." Her words turned into a series of sharp little hiccup like noises as she ground her hips in a circular motion and her pussy continued to squeeze my fingers. She was getting even wetter and I could hear my fingers sliding out of her pussy.

Melanie let loose with a long high pitched whimper in my ear and slumped against me, breathing hard and moaning, "Oh damn, oh I needed that."

I slid my fingers from inside her and sliding my hands down her back gave her firm little ass a hard squeeze.

"Hmm, you like that ass? I bet you'll love seeing it in the air for you when you fuck me doggy style!" she sighed, her breath hot on my neck. "I can't wait for you to fuck me when Mark's not home so I can really scream for you."

"Me either."

Not clever, but all I had. At the moment I was still feeling as if I was in the middle of a wet dream. No way could Mark's mom be naked, kneeling on my legs, with her perky little tits in my face. If all that wasn't surreal enough, her next words were straight out of penthouse letter.

"Now seeing you made me come so hard, I think it's only fair I suck you off, now isn't it?"

Melanie slid off my legs and straight down to her knees. Taking my cock in her hand she slowly stroked it while licking her lips and smiling up at me.

"Hmm, I am going to enjoy this almost as much as you are." She blew teasingly on the head of my cock, "Damn I miss sucking cock, mind if I take my time?"

"You...you can do whatever you want." I told her, my heart pounding just from the close proximity of her mouth to my yearning dick.

"You are full of good answers, aren't you?" she giggled, "Or are you just going along with me because I'm about to blow you?"

My answer turned into a moan when Melanie stuck her tongue into the slit of my cock and came away with a trail of pre cum. She slurped it up and licked her lips, "That's so sweet," she whispered, "I can't wait to taste your cum."

I didn't even try to respond. Instead I moaned softly as Melanie ran her tongue around the head of my cock before working it slowly down the length of my shaft. She continued downward amd I gasped when she swirled her tongue across my balls.

She winked and gently sucked them into her mouth. She began sucking softly on them while pumping my cock in her now slick hand. I was breathing hard and my eyes felt as if they were going to pop from staring so hard. Melanie was true to her word, taking her time bathing my swollen balls with her tongue and lightly caressing my throbbing cock.

She worked her tongue back up to the tip and parting her lips wrapped them around the side of my cock and began working them along my shaft.

"Oh, damn." I groaned, watching her work my cock with her full soft lips

Melanie stopped moving and held her lips to my cock. I hesitated, but when she winked at me, I smiled and moved my hips, sliding my cock through her lips. Melanie moaned softly and I saw she was rocking back and forth, her hips grinding. She was getting wound up again just by teasing me!

Melanie removed her lips and sticking her tongue out slapped my hard cock against it. I moaned as she shook my aching dick back and forth, then cried out when she opened wide and took me deep into her hot wet mouth.

Holding my cock in her mouth she raised her hand to my face and put her finger to my lips. I nodded and she shook her head slowly back and forth. I whimpered at the sensation of her tongue working my shaft as she moved my cock around within the hot confines of her amazing mouth.

Melanie opened her mouth wider and slowly worked her lips until they were surrounding the base of my cock. I moaned loudly and as she had in the bedroom, She covered my mouth completely.

I felt like an idiot, but I'd never had my cock taken all the way before and she was holding it there effortlessly. Melanie's tongue slipped out and licked my balls sending a tremor through me before working my cock back to the tip.

She sucked hard and I could feel my pre cum squirting into her mouth. She moaned and her eyes rolled back. She leaned closer to me and her hard nipples pressed into my thighs as she swirled her tongue around the tip of my cock.

Releasing my mouth she used that hand to cup my balls and began bobbing her head along my cock. I released a long sigh as she settled into a slow steady rhythm taking my cock about halfway down each time.

I put my hand on her head and she moaned her approval as I began guiding her mouth along my cock. I sat there moaning and trembling while taking in the incredible sight of Mark's mother sucking my dick. She was moaning softly as she blew me, thoroughly enjoying me in her mouth. She began to move her head faster and was now following her lips with her fingers, stroking me as she sucked.

Her other hand was rubbing my balls and as much as I wanted to this to last forever I could feel my cock twitching and knew I wouldn't be able to hold back much longer. Melanie must have sensed it, or let's be honest the pathetic little sounds I was making probably gave it away, and releasing my cock she let a long string of spit drip from her mouth down my cock and said, "Someone's ready to come aren't they?"

"C...can I?"

She laughed, "Of course you can Stephen, trust me honey, I'm no tease! I'm glad you're ready because I want that cum, baby! Been a long time since I had a nice hot load in my mouth."

She stroked my now very wet cock and continued, "I'm going to suck you nice and hard and when you're ready just go ahead and cum, I'll take every drop," she winked, "Like every good girl should"

Melanie released my cock and balls and placing her hands on my thighs took me all the way down to the base of my shaft. As she did before she shook her head, swirling my cock around her mouth, but this time when she started sucking it was a lot faster than before. I moaned as true to her word, Melanie was sucking my cock like it was a race.

She was making wet gurgling sounds as she took my cock deep each time and her head moved faster and faster. I was moaning continuously and was now pulling her hair, but she didn't seem to mind.

Her eyes were closed and she was moaning and making sloppy wet sucking sounds as she once again let a glob of spit slide from her mouth and was rapidly slurping it up. My legs were shaking and I whimpered when I felt the cum racing through my shaft, I fought to hold back, trying to enjoy every minute of Melanie's incredible mouth.

I looked down at her with my cock buried so deep my balls were against her chin and had the thought that I was going to cum in Mark's mother's mouth. That thought, along with Melanie slipping her tongue out to caress my balls sent me over the edge. With a long moan, my cock erupted in her mouth and Melanie's eyes widened and she squealed around my cock.

She began bobbing her head, but only moving up and down a few inches, keeping my spurting cock deep in her mouth. I lost control and thrust my hips, fucking her mouth as she continued to suck down what felt like a huge load of cum. She began massaging my balls as I came and I swear I'd never cum so hard! Melanie's dark eyes were rolled back in her head and she was rocking back and forth her tits sliding against my thighs.

"Oh stop!" I moaned as my cock had nothing left to give and she was now slurping and licking my over sensitive head, "Please!" I gasped as she continued to suck causing me to squirm.

She removed my cock, smacking her lips and sighing, "Hmm that was so good!" she opened hr mouth to show me the cum still on her tongue then made a show of swallowing it, "All gone!" she laughed.

"Holy shit." I groaned.

"Better than your little college sluts?"

"Better than anything." I told her.

"Hmm, well you haven't felt my pussy yet." She grabbed my still hard cock and licked her lips, "But I think we'll fix that!"

Standing she pushed me hard enough that I fell onto my back on the bed with my legs hanging off the end. Melanie swung her legs onto the bed over my hips and sliding forward, grabbed my cock, guided it to her pussy and let her weight go. We both cried out as she impaled herself on my cock and I gasped at how hot, tight and fucking wet her pussy was.

"Oh, fuck yeah!" she groaned grinding her hips and moving me within her. "Just came and still fucking hard! Guy my age would need a half hour, but not you a young stud like you!"

All I could come up with was a groan of pleasure when Melanie moved her hips in a slow circular motion.

"Damn, that cock feels good." She purred.

Sitting back, Melanie continued working her hips and raising her arms over her head, took her long hair up with it. "How does your best friend's mom look riding you, baby?"

"Fucking unbelievable." I whispered, taking in her slender body and her perfect tits.

"Better than a video game?" she asked, cupping those tits and stroking her nipples for me.

Fuck she was hot! I put my hands on her hips and pushed and pulled as she moved, guiding her as she rode me. Melanie stopped moving back and forth and lifting herself from my cock, said, "Slide up on the bed, so I can really ride your big dick!"

I couldn't move fast enough; sliding up onto the bed so my head was on the pillow. Melanie slid back up over me and this time when she slipped my cock inside her began bouncing up and down. I moaned as she moved faster, slamming herself down onto me.

Melanie yelped and when I reached up and put my hand over her mouth laughed into it. She continued to buck up and down on my cock and I shifted my eyes from her tits to the even better visual of my cock disappearing into her pink pussy as she rode me.

Melanie leaned over, bracing her hands on either side of me and lowering herself, slid her nipples teasingly across my lips. I stuck my tongue out and she moaned as she worked her nipples back and forth across my rigid tongue. She pressed her left tit against my lips and I opened wide, sucking as much of it into my mouth as it could.

Melanie sighed and continued to work her hips, sliding my cock in and out of her amazing pussy.

"Fuck me," she whispered, "Don't be shy, Stephen, I swallowed your cum for Christ's sake, put your arms around me and give it to me!"

Again I needed no further prompting. Wrapping my arms around her slender waist I pulled her down against me and began driving my hips off the bed as hard as I could. Melanie removed her tit from my mouth and placing her face in my neck yelped into my ear. I fucked her as hard as our position would allow, her noises sending a shiver through me.

"Fuck, oh look at you! Fucking me nice and hard! You like this pussy Stephen? You like fucking her? She's all yours, baby, all summer long! I am all yours!"

I continued to pound away and she resumed moaning and whimpering in my ear. Her nipples were pressing into my chest and she was so wet I could feel it on my thighs. Despite the fact I had come not long ago, I was fucking her hard and fast and was beginning to get close again. Melanie heard it in my breathing and said, "Stop!"

I stopped with my cock buried deep inside her and she moved forward easing me from inside her.

"Not yet, honey. Tell you what, while you calm down, how about you lick my pussy? That nice hard fucking made me want to cum again."

Melanie swung her leg over me and to my delight turned herself around. Sliding her legs under my arms, she knelt over me, putting us in a sixty nine position and lowered her pussy to my face. I grabbed the cheeks of her ass and spread them open staring at not only her beautiful pussy, but her tight little rosebud. Leaning forward I slipped my tongue into her ass and was rewarded with a moan and her exclaiming, "Oh, you bad boy! Licking my asshole!"

I teased my tongue around her ass, savoring every bit of it. No girl had let me do this before and the way Melanie was squirming and moaning told me I'd be able to do a lot more of it. As I pushed my tongue into her puckered hole, she leaned forward, laying across me and letting her head rest on my thigh. Her pussy was pressing into my chin and as much as I was enjoying giving my first rim job, I gave in and slid my tongue through the soft folds of her moist flesh.

"Oh, yeah," she cooed, "That's it honey, lick that pussy! Suck on that hard clit and make me cum for you!"

She moaned softly as I worked my tongue through her pussy then gasped when my tongue circled her clit. I eased back, swirling my tongue slowly through her pussy, before thrusting it inside her. Melanie purred as I moved my tongue within her, lapping up her sweet juices. She was moving her hips, sliding her pussy along my face and moaned, "Don't tease, baby, suck that clit so I can come and I can get on my knees and you can fuck me doggy!"

I immediately went back to her clit and as she had done with my cock, attacked it with a passion. I sucked it hard into my mouth while working two fingers insider her. Melanie groaned and my hips twitched when I felt her hot breath on my now semi hard cock. A moment later I felt her soft wet tongue slid up and down my shaft and moaned into her pussy.

Melanie was moving her hips faster, pushing my fingers into her and working her clit across my tongue. I licked it up and down, catching the top and bottom of her sensitive button and could feel her thighs trembling around me.

"I'm going to cum in your face!" she groaned, "Keep licking that pussy, baby! Nice and fast this time, but next time? Oh, honey you can take as long as you want!"

I sucked her clit back into my mouth and timed my sucking to the movements of my fingers. Melanie was whimpering and moaned, "Hmm, I better make sure I have something in my mouth so I don't yell too loud."

I exhaled into her pussy as she took me into her warm wet mouth and sucked gently on me. My cock swelled rapidly in her mouth and she moaned around it as I licked her as fast as I could. Melanie yelped around my cock and shoving her pussy hard into my face, came long and hard. I moaned as she sucked my cock harder, moaning as she bucked her hips wildly, grinding her wet pussy into my face.