HIS GIRLFRIEND'S MOTHER
			       by Ann D.

	Mrs. Riley listened to the rain as she sat in her living
room reading another of the trashy romance novels she had
been addicted to since she was a girl.  The house was
empty, unusual for a Saturday night,  and she was looking
forward to a night of peace and quiet.  The sudden ring of
the doorbell caused her to glance up at the clock.  Ten to
eight, she wasn't expecting anyone. With a small sigh she
put the book aside and left poor Rachel alone for the first
time with her secret love - her father's stableboy.
	A quick glance out the peephole identified the caller
and she quickly undid the deadbolts on the door and opened
it wide.  Standing before her was a teenage boy, drenched
by the rain.
	"Good Evening, Mrs. Riley,"  the boy said as he
dripped onto the foyer carpet.
	"Michael Steven Cassidy, what are you doing out in
weather like this, you'll catch your death in this downpour." 
She said as she ushered him inside.
	"I just wanted to drop off Becky's report for
school,"  he said as he produced a small binder wrapped in
plastic from under his soaked jacket.  "I promised her I'd
proofread it and get it back to her by tonight."
	"Proofread , is it now."  Katie Riley said with
skepticism,  "Are you sure you didn't
 just write it for her."
	The guilty look on his face told her he had.
	"Well we'll discuss this later," she said as she tossed
the report on a nearby table. "First order of business is to
get you out of those wet clothes.  March yourself into the
laundry room and toss all of those things into the dryer. 
You'll find some of Matt's old things in the basket that you
can put on."
	With a shrug, Michael headed for the laundry room.
		
	Putting on a pot of tea while she waited for Michael
to change, Katie worked up a few good angry thoughts for
her youngest daughter,  Becky Ann.  Becky had been dating
Michael for three months now, a fact which had surprise her
from the onset.  Michael was nothing like the boys she had
usually gown out with.  First off,  he was very intelligent
and well mannered, - a straight A student. Secondly,
although he was very cute, Becky usually preferred a more
rugged looking boy.  It had been a futile hope that maybe
she was finally growing up, but now Katie could see that
Becky was only using the boy.
	"This was all I could find that would fit."  Mike said
as he walked into the kitchen, holding onto the tie-string of
the gym shorts that were too big for him.  
	Katie bit down to prevent  a laugh.  Her middle son's
pants were at least 2 sizes too big, but at least the t-shirt 
had
shrunk enough to fit.  If he were to let go of the pants, she
was sure they would drop to the ground.  She quickly
dismissed the image, not wanting to make fun of the boy.
	"Sit and have a cup of tea, it'll warm you up."  She
said putting a large mug in front of him as he sat down.
	"Thank you."  he said quietly.
	Silently they drank their tea.  He was cute, Katie
thought to herself, sandy brown hair, blue eyes and a
swimmer's form.  And that was at 16, give him another year
or two and he'd really break hearts.  All he lacked was self-
confidence, without it he was just another boy Becky had
wrapped around her little finger.
	Aware that Mrs. Riley was looking at him, Michael
felt very uncomfortable.  At 42, Katie Riley was still an
attractive woman.   Although she tended to be on the heavy
side, her weight was evenly distributed as to give her a full
bodied figure.  The most striking feature of which was a set
of 38D breasts.  Breasts Michael was all to conscious of as
he tried not to stare at them though the thin housedress
Katie wore.
	"How long have you been doing Becky's
schoolwork?  Katie asked as she put down her mug.
	"About 3 months,"  Mike answered.
	"I though so,"  Katie said. "Doesn't it bother you
that all you are to her is someone to do her schoolwork?"
	"No, we really go out..."  Michael said excitedly.
"She showed me that she really likes me!"
	"Oh really now?"  Mrs. Riley asked  "And how does
she do that?"
	Michael sat there speechless, he knew he'd said too
much.
	"You can tell me, Michael, I'm not going to get mad. 
I know all about the things boys and girls do together."
	"Well...we kiss and sometimes she lets me touch
her,"  Michael said, red with  embarrassment.  He found he
couldn't escape the older woman's inquiries.  "And
sometimes she touches me..."
	"She jerks you off?"  
	"Ye......Yes....a few times."  Michael stammered,
amazed at the question.
	"Has she ever sucked you off?"
	"No......." he yelled.  "She wouldn't ever do
something like that!"
	Katie smiled in amusement, the boy was in love with
Becky.  She was the first girl he'd ever had any sexual
contact with and it had blinded him to the fact that she was
using him.
	"You'd be surprised what Becky does....."  Katie
continued, it wasn't fair that she had to burst his illusion, 
but
it was for his own good. "Did you know she's not even a
virgin,  she's been on the pill for almost a year."
	"No, she told me that she was saving herself.  That's
why we couldn't do it"  Michael said in Becky's defense.
	"Oh she told you that..." Katie replied.  "And where
did she say she was going tonight?"
	"Becky said she was going to spend the night in
Bakerville with her cousin Suzie."
Mike said, wavering in his answer.  "Helping her get ready
for her prom."
	Katie shook her head, thinking of a few more choice
things she wanted to say to her daughter.
	"Oh she went to Bakerville all right, but she went as
Timmy Clancy's prom date."
	"No....."  Mike said  "She wouldn't do that...." 
	But deep down he knew that she would and did. 
Realization came over him and he began to cry.
	"I'm sorry Michael,"  Katie said as she took him into
her arms and held him.  "Let it all out, its ok."
	
	
	Katie held the boy as he cried, rocking him gently
and brushing his hair.  It was a hard thing to loose young
illusions. After a few minutes of holding his head against her
ample breasts, Katie realized  the boy had a hard-on.
	As soon as Katie looked at the bulge in his shorts,
Michael jumped back and began to quickly apologize.
	"I'm sorry.....I didn't mean to do anything....."       
	"That's ok, I know it was just a natural reaction...." 
Katie said in a soothing voice.  "In fact if anything I should
be complimented."
	Looking again at the bulge, Katie wondered just
how big it was if she could notice it though the too large
shorts.  
	"I guess I'd better get going..."  Michael said.
	"Nonsense, "  Katie said.  "Its still pouring out and
your clothes are still in the dryer."
	Michael looked around the kitchen, trying to look at
anything but Mrs. Riley's huge breasts.
	"Just out of curiosity......what did Becky promise
you for doing the report?"
	Michael shifted in his seat, the question didn't do
anything to make him loose his hard-on.  He still couldn't
stop answering Katie's questions.
	"She said she would rub my cock for me..."  he
answered, his face growing redder and his cock growing
harder.
	Katie glanced down again at the boy's growing cock
and smiled.  "It's a shame you did all that work and then
miss out on your reward."
	
	Michael then almost passed out as Mrs. Riley
reached out and slid her hand down the gym shorts and
pulled out his hard cock.
	"Impressive..."  Katie said with a smile as she rubbed
the length of the 7" boycock.  "Becky doesn't know a good
thing when she has it."
	All Mike could do was sigh as Mrs. Riley continued
to stroke his dick.  Standing him up, she reached down and
cupped his balls, playing with them as well.
	"Do you want me to stop?"  She asked, knowing full
well the boy would never say yes.
	"No, it feels so good."  
	Michael quickly lost himself in the pleasure Katie's
finger's brought him.  Her experienced touch was quickly
evident as she brought him to the verge of orgasm.  
	"I think I'm going to come..."  He said as he closed
his eyes.
	A sudden warm wetness engulfed his cock, causing
Michael's eyes to spring open.  To his astonishment, Mrs.
Riley had taken his cock into her mouth and was now
sucking it with vigor.  Michael felt the sensation of her
sucking down to his toes.  He was so close it hurt.  Katie
clamped her fingers around the base of his cock, preventing
him from ejaculating.  Every lick of her tongue, every time
she mouth him whole, caused Michael to feel like he was
going to explode.  But it was such a wonderful feeling.
	Finally, Katie released her hold on his ball sac and
felt the rush of hot cum erupt from them - a second before it
began to shoot into her mouth and throat.  She deep
throated his cock, catching every spurt of salty boycum.
Savoring both the taste and the knowledge that this was the
first blow job he'd ever had.
	After what seemed like an endless supply of 
boyjuice, his cock began to soften and Katie let it slip  from
her mouth.  She wiped her lips with her tongue, catching the
few drops with had escaped her.
	"Did you enjoy that?"  She asked.
	"I don't think enjoy is the word......"  Michael
panted.  "I feel like I've had a religious experience."         
	"Well now you see what Becky was holding out on
you."  She said with a grin, certain that he would be getting
over her cockteasing daughter real fast.
	With that the buzzer of the dryer went off - signaling
that his clothes were now dry.  "I guess that's my cue to
head home."  he said disappointedly.
	"Well it is still raining...."  Katie said.  "I really
couldn't send you back out there to get soaked again.  Let
me call your mother and tell her you'll be here for a while."
	
	As Katie talked on the phone with his mother, Mike
took a good  hard look at Mrs. Riley.  He was no longer shy
about admiring her tits or that big beautiful ass.  He could
already feel his dick getting hard again.
	"Well, your mother said that it was ok for you to
stay, your brother Billy will pick you up in about an hour on
his way home from work."
	"That's great."
	"Well, what can we do for an hour?  Katie asked as
she struck a pose, highlighting her huge breasts.
	For a second, Michael though they were going to
pop out of her dress.
	"Would you like to see my breasts, Michael?"  Katie
asked.
	"Oh yes......please."
	"Well.....as long as you asked so politely."  
	Katie reached her neck and unzipped her dress. 
Then with a flourish she let it drop to the floor, leaving her
standing there in bra and panties.  She reached up between
her twin mounds and undid the clasp.  Like a slingshot the
bra burst open and her tits popped free.  Almost twice the
size of Becky's, Katie had nipples that stuck up like eraser
heads and aureole bigger than silver dollars.  Michael hadn't
even seen breasts that big in the books he hid under his bed.  
	"Well are you just going to look or do you want to
touch them?"  Katie said as she massaged them and played
with the nipples.
	Without further encouragement, Michael shot
forward and took a breasts in each hand.  He squeezed the
softness of each, contrasted by the hardness of each nipple. 
Raising one to his mouth, he began to suck on it, another
thing that Becky had always denied him.  He was rough at
first, but Katie guided him in a soft understanding voice,
teaching him how to use his tongue.  Then how to suck the
aureole into his mouth and use his teeth to give just the right
tough of pleasure/pain.
	Moving to the other breast,  Michael showed that he
was indeed a quick learner.  Katie arched back and closed
her eyes in enjoyment as the boy continued to suckle at her
tits.   What she was doing was so very wrong, but at the
moment she didn't care.  She knew that before he left for
home, Michael's boycock would be buried in her already
wet pussy.

	"Come on, " Katie said as she took the boy by the
hand.  "Lets go into the bedroom."
	Once there, she stripped him of what little clothes he
had and stepped back to take a good look at his young
body.
	"I was right, Becky definitely doesn't know a good
thing when she has it in her hand"  She exclaimed as she
reached out and ran her fingers across Michael's hairless
chest.  "So smooth...so sexy.."  Katie mused as she played
with his nipples.
	Michael was surprised that felt so good, he'd never
thought of men having sensitive nipples.  "That feels nice..."
	"That's only the start."  Katie said as she bent
forward and licked the nipple with her tongue.
	Then she moved to the other nipple, sucking it just
as she had taught him to do a little while before.  She played
with his nipples for a while, reaching down while she did
and gave his young cock a playful tug. 
	"I'll bet you're already to go again,"  she smiled. 
"good, I like that."
	Katie moved up from his chest and reached behind
his head, caressing it with her fingernails.  Pulling him
toward her, she kissed him for the first time.  Gently at 
first,
then harder.  A second kiss followed, then a third.  Finally
she opened her mouth and slid her tongue into his.
	Michael quickly reacted to the warm, slippery
tongue in his mouth.  It was the first time he had been
kissed that way, but he instinctively began to reach out with
his own tongue.  Both tongue mixed as they licked each
other, exploring the new tastes.
	"Are you ready for more?"  Katie asked after a final
kiss.
	"Oh yes, Mrs. Riley."  
	"Then follow me."  she said as she laid back across
the bed and spread her legs.  "What I'm going to teach you
now is the most important thing a young man can learn
about pleasing a woman."
	Michael knew what she meant, and knelt in front of
her with slight hesitation.  He had never even seen a
woman's pussy outside of  a skin mag, much had his mouth
this close to one.  Still he'd never had his cocked sucked
before and look how wonderful that had felt.
	Katie reached down and parted her cunt lips with
her fingers, allowing Michael easy access.  The boy reached
out with his tongue and touched her wetness.  Surprisingly
he found he liked the taste.  So much for all those stories
that it smelled like a dead fish.
	Encouraged, he reached out again and drove his
tongue in as deep as it would go, savoring the new found
delicacy.  Katie let out a soft moan, this boy was an absolute
treasure.  What would he be like with a little experience.
	Michael then ran his tongue up and down the length
of her cunt, stoking the fire building the fire within Katie. 
At times it was only a touch, only a caress, but it was
enough to cause the older woman to shake with abandon.
There was no doubt about it, the boy was a natural born
cunteater.
	Each thrust of his tongue made him want more. All
he wanted to do was make love to his new teacher with his
tongue.  Guided by the now louder moans and sighs,
Michael drove deeper and deeper, filling his mouth with the
wet juices.   What ever doubts he might have had were now
gone, here he was, 16 yrs old, giving head to a 42 yr old
woman --- and she was loving it.
	"Oh yes..Mikey....eat me...."  Katie yelled as she
grabbed hold of his head and pushed his mouth deeper
between he legs.  "Eat my pussy...God....yes!"
	A steady flow of cuntjuice now coated his tongue
and mouth as he attacked Katie's womanhood once more. 
He wanted it to never end, so he was momentarily
disappointed when Katie pulled him up from between her
thighs. 
	"I want you inside me.."  she said before he could
say a word.  "I want to fuck me!"
	Katie quickly took hold of his now rock hard cock
and guided it to her dripping hole.  Coated with pussyjuice
it slid deep within her, as her cunt wrapped around it.  For
this he needed no instruction, he'd done in his dreams a
thousand times.   Yet never in his most erotic dream could
he ever had fantasized that the first woman he would fuck
would be his girlfriend's mother.
	With boyish energy he repeatedly slammed his pelvis
against hers, slapping his balls against the outer walls of her
pussy.  Cuntjuice ran down her thighs, coming to a rest in
the crack of her ass.  A little while ago, Michael thought
having his cock sucked was the most wonderful feeling he
could ever have.....but this went far beyond that feeling.
	Katie grabbed his asscheeks and added her own
energy to his thrusts.  They moved like a well lubricated
machine, each responding to the other's body.  With each
movement, both could feel the eruption building inside. 
	Michael's body tensed up, telling Katie that he was
about to cum.  She took firm hold of his ass and rammed his
body into her, just as the first hot spurts of boycum filled
her pussy.  Her arms held him so tight he couldn't breath as
her own body exploded, sending a fresh new wave of 
girlcum to mix with his.  They continued to trash wildly for
several more seconds, until Katie was sure she had pumped
every last drop from his cock.  Then they both laid silent
and still.
	After a minute or two, Katie eased the boy off her
and onto his back.  His cock was once again semi-soft,
coated with a thick mix of both their juices.  Bringing her
mouth down to it, she began to lick it clean.  
	As soon as she was done, Michael confidently pulled
her up and kissed her.  As his tongue side inside her mouth,
he was greeted by the taste of his own cum, another new
taste to enjoy.  He didn't stop until he had licked her mouth
as clean as his cock.
	Katie held him tightly against her breasts.  He had
came her a scared little boy, he would leave a confident
young man.
	"You'd better hop in the shower,"  she said as she
released him.  "You're brother will be here soon."
	Michael leaned over and kissed her one last time and
moved into the master bathroom.  As she laid there and
listened to the water run, Katie had to fight the impulse to
join him.  All that soap and water provide a great
opportunity to introduce him to the pleasures of anal sex,
but if she started that they would still be at it when the sun
rose.  Or more importantly when her family came home.
	Ten minutes later, a honking horn told them his
brother was outside.  After calling out that he would be
right there, she pulled him aside away from the open door
and gave him one last warm kiss - along with a playful tug
of his cock.
	As he ran out and jumped into the car, Katie spotted 
  the  school report that had brought him here tonight. 
Carrying it to the trashcan, she ripped it to pieces.  Becky
would have a lot of writing to do when she got home
tomorrow.  And if she wanted Michael's help, Katie was
sure it was going to cost her a lot more than the promise of
a hand job.
	Smiling with satisfaction, she sat back down in her
easy chair and picked up the book she had laid down a few
hours before.  She read a paragraph, then closed the book
and placed it back on the table.
	"Eat your heart out, Rachel..."  she said to herself.


END