My mom went out of town for the weekend with her boyfriend so I had to stay with one of her friends. I was not too upset as this lady was single (divorced) and so I thought, in my horny young mind, I might have a chance with her or at least get some good peeks to add to my memory bank for jacking off! I got to her house after school on Friday afternoon. I had been thinking about and imagining ways I could fuck her all day. Besides me being very horny and trying to sneak peeks down her blouse or up her skirt it was pretty a pretty mundane evening until after supper. She broke out a bottle of rum and some coke and drank as we watched tv. There was a double feature on that night, the first movie of the week starting at 7:00. She continously, but not profusely, drank rum and coke during the first movie. My mind was running wild with possibilities! My cock had been hard for so long it was aching. Just at the end of the first movie she went to get another drink, number 4 or 5, I am not sure. It took a little longer than normal and when she came back I thought I would pop! She had changed clothes and was wearing a worn cotton nightgown - it was one of the loosefitting pull over type with a v-neck and three buttons on it. The somewhat ruffled hem hit her just above her knees. She did not have the buttons done up. She sat her drink on the coffe table and sat down on the opposite end of the couch from me, off to my right side. She leaned to her right, with her right elbow on the armrest of the couch and then pulled her legs up, bent at the knees, beside her with her heels against her ass. Fuck me I thought - this could get interesting! I could not take my eyes off her! I am glad the only light in the room was from the tv and a small table lamp across the room, otherwise she would have noticed me staring and occasionally "adjusting" my pants! My boner was begging me to stroke it. I leaned away from her and slipped my finger in the waistband of my jeans. I was just able to reach the tip of my cock and rub the precum dripping knob as I stole glances at her. She was in her mid 40's and had not lost any attractiveness, especially to a horny 14 year old like me. I had tasted older women before and loved it! Each time she reached for her drink, as she leaned forward, keeping her ass on the couch, just bending at the waist, I got a magnificient view of her tit as the gown gaped open! She straightened her legs a little, her knees still bent, but her feet were now about a foot away from her ass and she settled down a little more onto the arm of the couch. This gave me a view of the bottom half of her left ass cheek, her crack, and a little bit of the bottom of her right cheek. She leaned forward to get another drink and as she did her white "granny" panties slid off her left cheek and into her crack. I got just a glimpse of hair and almost came at once. I had to do something so I got up and went to the bathroom. It only took about 4 pumps and I was shooting cum onto my thighs and the floor! I got some tissue and cleaned it up and went back to the living room. My dick was still hard, but some of the pressure, some of the urgency was gone. When I returned I was disappointed becuse she had went and refilled her drink and when she came back she had lain down on the couch and there was no room for me. As it turns out this was not such a bad thing. I sat in an armchair next to the couch and still had. Good view of her tits as she lay on her side watching tv. But this time I had the view all the time, not just when she reached for her drink. About halfway through this drink she knocked it over while reaching for it. She went to get a towel and came back with it and another full drink. She cleaned it up and laid back down. I could tell she was gettng pretty wasted. As the 11:00 news came on I noticed she started breathing a little heavy, snored a bit, then moved a bit and reached over and took the last mouthful of her drink and then just set the glass on the floor next to the couch. By the time the sports cast came on she was breathing rhythmically with just the hint of a snore. I waited until the news was over and then quietly walked over to the couch, ostensibly to pick up her glass, if she noticed me. She did not. I squatted down next to her face and there was a heavy smell of alcohol about her. I got a good look at her left tit and nipple! As she lay on her right side, her heavy left breast slid down enough to have half of the nipple in the opening of her gown. As you can imagine my dick was throbbing. I started to unbuckle and unzip my pants but was afraid the noise might wake her so I went to the spare bedroom and took all my clothes off and put on the gym shorts I had brought to sleep in. I went back to the living room and she was still in the same position, passed out for the night I hoped! I was pretty bold now, I pulled my shorts down and squatted back down to get a good look at her tit. I began stroking my cock as I leaned in for a closer look. She had some really nice tits - about 36 or 34, but D cup! The nipples were about the diameter of my pinkie finger and about a half inch long. I was jacking my cock really fast now, I could feel her exhale on my cheek as I stared at her tit. Precum was dripping from my cock in long strands and being slung back and forth from my fist. I was thinking of nothing but her tits as I furiously stroked my cock! I coulkd feel the cum rising, getting ready! My balls were drawing up tightly! I leaned in just a little more and my lips brushed the side of her breast and as they did I stuck out my tongue and licked her nipple! As soon as my tongue contacted her warm nipple my cock spasmed, my ass clenched, and my cock erupted sending squirts of cum all over the side of the couch! I moaned a little bit and freaked out because I thought it would wake her but it did not. I had not really been around her when she had passed out before so I did not know what it would take to wake her. I sat back on the floor and tried to catch my breath as my trembling body settled down. My cock was still hard and twitching, standing upright between my legs, the last spurt of cum dripping down the shaft to my balls. Then I noticed the cum all over the couch. Shit - I freaked out. I rushed around and got some paper towel and cleaned it up as best I could. After I settled down I went back to the living room and sat down in the armchair again. It did not take long before the heat started building in my loins again! How much can I get by with I wondered? Well, as you can imagine, my hormones got the best of me. Add to that the little taste I had got of her nipple and the glimpse of pussy hair as she reached for her drink earlier! I was so fucking horny I could not stand it. It was as if jacking off just made it worse. I wanted much more. I went back over the couch and kneeled down beside it. I started at her feet. I leaned in with my nose just a centimeter from her skin and inhaled deeply. As I exhaled I slowly moved up her body. Her aroma fueled my fire. When my nose hit the hem of her nightgown I shoved it up as far as I could. My nose was just an inch or so from her pussy. I could faintly feel her body heat and slight musky smell. I grabbed hold of the sides of her nightgown and started tugging upwards. It slipped out from under her ass and then went up easilly until it got past her belly button. I went back to her panties. I was too afraid I might disturb her so I just gently pulled them aside. My God - she had the harriest pussy I had seen so far! I could wait no longer. I leaned down and stuck my tongue between her warm lips. The faint pee/sweat/musky smell inflamed me. My cock almost burst. I wanted to stroke it but I had to use both hands - one to push against her thigh and one to hold the panties aside as I ate her pussy. I moved up to her clit and went nuts on it! She gave no indication at all that she knew what was going on so I became bolder, driven by my cock! I climbed up between her legs, shoved one of them off the couch and moved up and aimed my cock at her pussy. I reached back down and pulled her panties aside and stuck my cock between her spit soaked pussy lips. She was now lying on partially on her side with her right leg off the couch, her foot on the floor, my cock in her pussy. I could not get my cock in her very far so I raised up and put my left foot on the floor, straddling her right leg and lifted her left leg a little. Jackpot! This allowed me to shove my cock all the way in her warm pussy! An added benefit was that her thigh rubbed against my balls every time I slid it in and out of her. Her breathing had picked up a little but other than that she did not give any indication of waking up. Still, I kept a slow pace. I did not want to push it and possibly wake her. Kind of silly, I was fucking her after all, but in my young mind that made sense. I slipped my cock out of her and rubbed the knob across her clit and through her coarse, dense pussy hair before shoving it back in her tight pussy. I was about to cum again. I started pumping a little faster. Her tits started jiggeling a little each time I bottomed out my cock in her pussy. My pace quickened again. The knob of my cock was growing more sensitive, her thigh was causing more friction on my balls! I knew I was about to cum and reached down and started twisting her big nipple as I fucked her pussy. As the cum started rising from my balls I involuntarilly sped up and as the first spurt erupted I involuntarilly jerked back and my cock popped out of her pussy! On the forward stab my knob hit her clit and slid upwards, unloading cum as it went! "Shit" I breathed out. I hated that because the orgasm is not the same when the friction of a warm pussy is removed from my cock at the point od orgasm. I slipped it back in her and continued stroking but the moment was lost. It felt good, but not the best with the slight interruption. I caught my breath and moved back to the armchair. My cock was still hard and bobbing in front of me. I looked over at her cum soaked pussy and figured I better wipe my cum off her. I went and got some paper towel and started to wipe it up. It was not coming out of her dense pussy hair and I started to get worried, afarid she would see the evidence tomorrow. I also got very, very horny again. Being this close to her was getting my heart rate up again! As I looked at her pussy I just leaned and and started eating it! My first creampie! It turned me on even more - tasting my cock residue in her. I tongued it out as best as I could and ran my tongue all over her furry mound. I then wiped her with the paper towel. I went back to the armchair. Now I was so fucking horny I could not stand it! I started stroking my cock while looking at her pussy and exposed nipple. I wanted to fuck her again but thought "I just got her cleaned up" and not all of it came out of her pussy. I was afraid anothe load in her pussy would be too much. I moved back next to her and stood over her and stroked my cock. I rubbed the head of it across her nipple, up her neck and across her lips. Man, I wanted to fuck her again. I figured if she was going to wake up she would have by now, so why not fuck her again, but this time in the ass. That way I would not have to worry about cleaning it up or having it leak out. I gently put her right leg back up on the couch and pushed it next to her left leg. Since she was already halfway on her side it was not to diffucult to roll her onto her tummy. She was almost off the edge of the couch, but not quite. I slid her left off the couch and let down until her knee was on the floor. I stood back and admired her voluptous ass. Those creamy, rounded cheeks were beckoning me. I reached in and spread her cheeks wide apart and stared at her cinnamon colored ring. She even had hair around it! Not nearly as coarse nor as dense as on her pussy, but had tendrils of hair all around it. I spit twice on her ass hole. I chewed on my tungue in an effort to get more saliva to build up. I looked down and let my spit dribble out. It slowly strung down from my lips and landed in the center of her ring. I then slid my fingertip in her ass. I thought I felt her flinch a little but was to engrossed in what I was doing to care. I raised up, spit in my hand and rubbed it all over my cock. I then aimed my cock at her asshole, keeping her left cheek spread as wide as I could. As pressed I saw her asshole being pushed inward by my knob. It just started to enter her ring and I moved my right hand to the back of the couch to steady myself. I started shoving again and just when I thought it would pop in it slid up her ass crack. Damn, so close. It took me two more attempts to get it in. When it popped past her ring she gasped a little! I froze. She did not stir again so I started to slowly press in. She wiggled around just a little as my cock was sliding into her ass. Finally my stomach was pressed firmly against her ass cheeks. As I pulled my cock back out of her ass she moaned faintly. I shoved it back in again. No movement from her. I started stroking her ass faster. I raised up and spread her cheeks so I could see my cock sliding in and out of her asshole. It did not take long and I was about to cum. I leaned back down, my left hand on the arm of the couch and my right hand on the back of the couch. I lost control and started pounding her ass! I wanted to jam my cock, balls and all, into her ass as far as I could. My nuts tightened and I slammed her ass hard as the first squirt filled her ass. She grunted a little. I pumped frantically, slamming her ass hard several more times until my orgasm subsided. Ahhhhh..............I got it then. That seeet friction on the head of my cock before, DURING, and after my orgasm! I slipped my semi-rigid cock out of her ass, grabbed the paper towel and wiped her crack. I then pulled her nightgown down and went to bed. I knew if I stayed in that room I would fuck her again. I figured I had pushed it just about as far as I could. As I lay in bed I could think of nothing but her. I almost went back in ther and fucked her again but jacked off instead and was finally able to get to sleep. There is more to this story. Let me know if you want to hear it.

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