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It had all started for Ron the day after Thanksgiving, just about a month earlier. On that day Ron had climbed the stairs up to his room without thinking about much of anything at all. As he reached the top of the stairs a noise coming from the guest bedroom caught his attention. He knew that Pam was staying in that room as she and her daughter, Sandy, visited Ron and his mother for the holiday. She had gone upstairs a little while ago and Ron hadn't thought anything about it, but something about the noise seemed out of place.

He crept down the hall and peeked in through the cracked door. His jaw nearly hit the floor in shock at what he saw. Pam was lying naked with her legs spread wide apart. In her right hand she held a good sized dildo that she was in the process of using to wildly fuck herself. Her hips were rocking up and down as she drove the dildo in and out of her pussy.

The noise he had heard had been one of the low, sensual moans that she was emitting periodically. Her eyes were closed tightly and her head turned to the side, so Ron felt there was little danger of his getting caught spying. Besides, his cock was already rock hard and he doubted he could convince his feet to move even if he wanted to.

He stared lustily at Pam's tits as they bobbed and swayed on her chest as she kept fucking herself. For a woman of 49 years of age, her body was still in amazing shape. She had the small amount of extra weight that women her age tended to get in their hips, ass, and stomach, but otherwise she was in great shape and her body revealed little of her true age. Her hair was shoulder length and a brownish blonde color with just a hint of gray mixed in.

Ron watched closely as Pam's hand started pumping the dildo even faster. Pam's other hand now reached down to her clit and he could see her fingers playing back and forth on it. Pam started to groan and shortly after he saw her body tense as she started to cum. He only watched the first part of her orgasm before he forced himself to move away from the door and return to the basement living room. He went downstairs completely forgetting why he had even gone up to his room in the first place.

Ron was a 20 year old junior in college home for Thanksgiving break. He had seen and even done a few wild things in college, but nothing compared to the thrill he felt after seeing his mom's friend fuck herself with that dildo. The rest of their visit at Thanksgiving had been completely normal except that Ron had to fight his rising cock whenever Pam was around. On Sunday he had returned to college and the images of Pam's naked body had fueled many jerk off sessions for him over the following few weeks.

Now it was time for him to go home for Christmas break. Ron and his mom, Nancy, were again hosting Pam and Sandy, Pam's 19-year-old daughter, for Christmas. The previous January Pam's husband had suddenly collapsed and died of a heart attack while shoveling snow. The loss had been very hard on both Pam and Sandy, so Nancy had invited them over for Thanksgiving and Christmas to keep them from getting depressed about it being their first time through these holidays without him.

Nancy and Ron could also offer some advice, as Ron's dad had died suddenly about 4 years previous. They knew that Thanksgiving and Christmas, two big times for family gatherings, were a hard time for them and they wanted to make sure their friends were OK. Ever since Pam's family had moved to town about 10 years earlier the two families had been good friends. Nancy and Pam's husbands had worked together and the families became fast friends after meeting at a company picnic. Ron and Sandy always seemed to hang with different crowds at school, but they were still friendly toward each other. Nancy and Pam had developed a close friendship that later helped both of them during their times of crisis.

Ron and his mom had a few days alone upon his return from college. Pam and Sandy were coming over two days before Christmas and staying for a day or two after the holiday. They made the 40 minute drive over to Nancy and Ron's house early in the morning two days before Christmas. As he and his mom greeted them Ron felt that familiar tingling in his cock as he helped Pam inside with her bags.

They all chatted and caught up on things that had happened in the last month. Later in the day Nancy went out to run some last minute errands for Christmas and Sandy was pulling an extra shift at the mall making some extra Christmas money. That left Ron and Pam home alone, which Ron didn't think twice about. On some level he knew Pam was an attractive woman and he often fantasized about her, but he never really took it too seriously since she was over twice his age and his mom's closest friend.

Still he felt a little tinge of excitement whenever she came into the room with him and this time was no exception. As she sat down on the couch with her magazine his mind was racing with thoughts of her naked body and the dildo slipping into and out of her pussy.

He watched her settle into the couch and felt a surge of lust and excitement well up within him. He shifted his position and hoped she wouldn't notice his hard cock poking against his pants.

She was definitely great looking for her age. She was tall at just a hair under 6' and he knew she was still quite athletic. Despite the fact that Sandy was her youngest k** she still continued to coach youth soccer and basketball. She wasn't any slouch while playing either, but she spent most of her time coaching those sports now. She only worked part time as her husband had left behind a lot of money that mostly supported her and Sandy.

They sat reading for many minutes. The truth was that Ron was really only pretending to read and that he was actually watching Pam out of the corner of his eye. She just looked so damn sexy now and he felt like he was finally seeing her for the beautiful older woman that she was rather than just as his mom's friend. Her face had the usual wrinkles that came with her age, but Ron thought that only added to her femininity somehow. He found himself getting lost in her blue eyes and in the beautiful small wrinkles that formed around her eyes when she smiled. He also spent some time looking at her beautiful hands. She always kept her nails long, but not so long that they interfered with her normal activities. They were currently painted a maroon color and the combination of the color and the delicate wrinkles that had formed on the backs of her hands made them look extremely soft and sensual. He desperately wanted to excuse himself and go up to his room so he could jerk off to visions of Pam, but he was afraid to move because his hard on was still raging in his pants.

He eventually managed to get control over himself and the day and evening passed pleasantly. He had offered to sleep on the downstairs couch so Sandy could have his room and Pam could have the guestroom, but Pam had protested and said there was no need for him to sleep on the couch. She proposed that Sandy take the guest room, Ron stay in his room, and she and Nancy would share the big kind sized bed in Nancy's room. Ron was a little surprised when his mom agreed, but she had and that is how everyone went off to bed.

He waited his turn outside the one upstairs bathroom and stepped out of Pam's way as she exited the bathroom wrapped in a big robe. Sandy and Nancy had already gone off to bed. Pam stopped right in front of Ron and leaned in close as she whispered, "I appreciate your offering to sleep on the couch. You really are a fine young man." With that she leaned forward further and softly kissed him on the lips. There was nothing overtly sexual about the kiss as it was just a simple peck between friends, but Ron still felt an electric charge move through him as she said goodnight and walked away.

The next day was Christmas Eve and Sandy again left early for another long day working at the mall. Nancy and Pam spent the day putting final touches on the decorations and doing some Christmas baking. Ron could hear them chatting away happily all day as he mostly read and watched TV.

Sandy returned later that evening and the four of them had a casual dinner together. They all then relaxed and watched "It's a Wonderful Life" as they ate huge piles of popcorn. It was a corny tradition, but this is how Ron's family always passed Christmas Eve.

Nancy and Sandy went up to bed relatively early as Pam stayed on the couch reading a new book she had just started. About 45 minutes passed since they left as Ron and Pam sat together in silence.

"So," Pam finally said breaking the long silence, "I've got something I have been meaning to ask you." She paused for the slightest moment as if to emphasis what she was about to say. "Did you ever find what you went upstairs to get that day after Thanksgiving?"

She looked at him knowingly as his mouth dropped open. He was busted and he knew it. Somehow she knew he had watched her, but he still tried to come up with some story. He began to lamely babble, "I...well, when I got up there...um..."

She interrupted him with a wave of her hand before he had to go any farther. She gave him a very sly smile and said, "Don't worry, sometimes it's more fun with an audience."

Ron felt all the air go out of him and felt more blood rush to his cock. What the hell was she saying? Was she coming on to him? His head was pounding and he didn't know what to say so he just stared dumbly at her as she smiled at him. "I don't know," she teased, "what do you think your mom would think if she knew you were such a nosy boy?"

Hearing her even suggest telling his mom scared him. What would his mom think if her best friend told her that her only son had secretly watched her fuck herself with a dildo? Ron started to stammer and said, "I'm sorry, I didn't mean to. It was just so..." He paused realizing he was about to say something embarrassing. Pam wouldn't let it go however and pressed him. "It was so what?" she asked.

Ron felt himself flush with embarrassment and he meekly said, "It was so hot."

Pam smiled widely and stood up from her chair. "Good," she quietly said. "Maybe we don't have to tell your mother about this after all." With that she turned and went upstairs leaving him and his throbbing erection alone in the room.

As soon as he could Ron rushed to the bathroom and wildly jerked off. He was so excited that he only had to stroke about three times before he erupted with a massive load of cum that almost overflowed from the tissue he used to catch it.

He was both excited by what had happened and curious as to what Pam was thinking. Clearly she hadn't been outraged and, in fact, it almost seemed she too had been excited by it. Still she had mentioned that she might tell his mom and Ron was terrified that she would. His stomach tied into a knot as he imagined Pam upstairs right now telling his mother everything. He calmed himself down, however, when he realized that if Pam was going to tell his mom she would have had ample opportunity to do it by now.


On one hand, Pam was really hot for her age and he did find her sexy and it seemed that she might be at least somewhat attracted to him and that turned him on. However, on the other hand she was older than his mom and a guest in their house with her grown daughter. If ever there was a situation where it seemed impossible for Tom to pursue anything with her it seemed this was it. He jerked off again before going to sleep that night.

Christmas morning started relatively early as the four of them gathered in the kitchen for a quick breakfast. All four were still in their sleep clothes as they sat around the table eating cereal and drinking coffee. Ron had on a loose pair of sweatpants and an old faded t-shirt. He was glad his pants were loose as he was having a hard time controlling his hard on at the sight of Pam and Sandy.

Was it weird to get excited simultaneously about a mother and her daughter? Ron wondered that until he realized that when the mother and daughter were as hot as the couple eating with him this morning all bets were off.

Sandy had caught his eye first when she came downstairs wearing a cotton tank top and a pair of cotton shorts. The shorts hugged her tight ass perfectly as she moved around the kitchen. The tank top was really what interested Ron as its spaghetti straps and low cut in the front and back left much of Sandy's milky white shoulders exposed. She clearly was not wearing a bra and Ron nearly became hypnotized watching her perfectly shaped tits wobble and sway as she moved. Additionally, the house was still pretty chilly and Ron hadn't failed to notice Sandy's nipples had become hard from the cold.

He and Sandy had never really been close friends, but that had never stopped Ron from lusting after her from a distance. She had been on the cheerleading and gymnastics teams in high school and Ron had many times jerked off to visions of her limber body in her cheerleader uniform. The year and a half since high school had seemingly only improved her looks. Her brown hair hung down straight just about to the tops of her beautiful tits. Her strong legs beautifully supported her 5'3" frame. Her tits were slightly bigger than average for her size, which never helped her gymnastics career but always helped to fuel Ron's fantasies.

Ron had spent the morning pretending to read the paper as she stared lustfully at Sandy while trying to make sure neither she nor his mom noticed. He had another object of attention as soon as Pam entered the kitchen with a friendly, "Good morning and Merry Christmas!"

Pam was always a bit of a tomboy and usually dressed the part, but this morning she was wearing a long, red satin nightgown. The gown flowed beautifully as she walked and really showed off her athletic body well. Through the slit cut up the one side Ron could catch glimpses of her bare leg as she walked around. The gown wasn't anything overly sexual but it was definitely enough to get Ron's attention.

Pam walked over behind Nancy, who was at the sink getting a pot of coffee ready to brew, and put her arms around her waist. Pam gave her a quick hug and kiss on the cheek before saying, "Nancy, I just want to thank you and Ron again for letting us stay with you over Christmas. It's great having such good friends that you can really count on."

Nancy replied that it was her pleasure to have them in the house. As she turned around to talk to Pam Ron quickly noticed that his mom's nipples had started to poke out against her satin pajama top. As usual, Nancy wore a satin pair of classic pajamas with pants and a top that buttoned up the front. Ron had seen her in them so many times before that he didn't even take notice of them most of the time. He figured the chilly air must have been getting to her as it was to Sandy. He felt a little embarrassed noticing his mom's nipples so he tried to concentrate on the sports page to get the thoughts out of his head.

They finished breakfast and decided to go straight down and open the presents before they got dressed. That was fine with Ron as it meant he could spend even more time staring lustfully at both Sandy and Pam.

The gifts were quickly passed out and opened amid much laughter and good conversation. Everyone really seemed to enjoy their gifts and they all sat around for a long time talking and sipping their coffee. Finally Nancy said she was ready for a shower and went upstairs to the only shower in the house. Soon afterward Sandy went upstairs to call a friend of hers and wish her a Merry Christmas.

Not long after Sandy left Pam turned to Ron and said, "I've still got one more present for you, but I wanted to wait until we were alone to give it to you." Ron's heart jumped and his stomach knotted as Pam sat looking at him coyly.

She told him to stand up and she also rose to her feet and walked over to him. She stopped in front of him and looked into his eyes briefly before adding, "This is a special gift for you."

She then moved even closer and pressed up against him as she brought her lips to his. The kiss started softly as she tenderly moved her lips across his. Ron's initial surprise passed and he started to become more active in the kiss. Pam wrapped her arms around Ron and their kiss became more intense. She parted her lips slightly and Ron felt her tongue lightly brush across his lips. He immediately parted his lips and their tongues met and performed a sensual dance back and forth between their mouths.

It was then that they heard the footsteps coming down from the upstairs bedrooms into the kitchen. With one last seductive swipe of her tongue Pam parted their kiss and quickly returned to her seat on the couch just as Sandy came downstairs.

Ron was still standing in the middle of the room trying to comprehend what had just happened when Sandy entered. Pam had grabbed the newspaper and was casually flipping its pages as if nothing at all had just happened out of the ordinary. Meanwhile, Ron stood with a raging hard on tenting out the front of his sweats. He looked up at Sandy and noticed her staring at his crotch.

"What the hell must she be thinking?" Ron asked of himself. He tried to act as casually as possible as he quickly sat back down in the chair. He felt himself flush with embarrassment. He glanced quickly over to Sandy and saw her looking back at him with a look of curious puzzlement on her face. He glanced over at Pam and thought he detected her smiling behind her paper.

After his mom and Pam had both showered and changed it was finally Ron's turn for the shower. He jerked off almost immediately after stepping into the shower and spent the rest of his time in the shower and getting dressed thinking back to Pam's kiss.

She was older than his own mom, but her kiss was so soft and passionate that the memories of it were driving him wild. Her kiss seemed to convey something that the younger girls he had kissed just didn't have. He wondered, was it her experience, did all older women have that knack, or maybe Pam was just a great kisser? Whatever it was he couldn't stop himself from thinking that if she was such a great kisser, what other things might she have a talent for?

Fortunately the rest of the day passed without incident. Ron had a hard time controlling his thoughts, but there weren't any more embarrassing incidents like with Sandy that morning. Pam also acted very appropriately the rest of the day.

Most of the following day also passed without incident, partly to Ron's disappointment. He had hoped maybe he and Pam could find some time alone to see if she would do anything else, but she and his mom spent nearly the entire day out shopping for bargains together. That had left him alone with Sandy the whole day.

Ron and Sandy chatted some but mostly did their own things. Still, Ron didn't mind at all being able to glance over at such a sexy woman throughout the day. At one point she went out for a run and returned later with her face flushed from the cold outside. When she ran she wore a very tight pair of spandex tights that hugged every inch of her legs and ass beautifully. Ron watched her ass sway as she went upstairs and, as he heard her in the shower, he thought about how she must look naked as she lathered the soap lather all over herself.

Pam and his mom returned just about the time Sandy emerged from the shower. They all went out together for dinner and had a great time as they talked and enjoyed a nice meal. Ron knew that Pam and Sandy would be leaving the next day and he felt a twinge of disappointment at the thought. He wanted to see if Pam was just playing with him or if she might be willing to go farther than their previous kiss.

They returned home from the restaurant and Ron mentioned he was going downstairs to watch some TV. Sandy followed up by saying she was going to her room to make some phone calls and that she would probably just stay up there and read before bed. Ron hoped this would open the window for Pam to join him, but he was again disappointed when both Pam and Nancy said they were tired from their day and headed up to bed.
Ron watched TV alone for about an hour until he realized that Pam wasn't coming to join him. He slowly went upstairs and got into bed.

About four days passed after Pam and Sandy left. Ron figured that Pam had just decided to play with her young admirer and that was that. That night the phone rang and he picked it up. Pam's voice was on the other end. "Hey there," she said, "Have you been being a good boy?"

They chatted for a while before she mentioned that she and Sandy had decided to put together a New Year's Eve party to say thanks to all their friends who had helped them through the last year. She said she really wanted him and his mom to attend. He quickly agreed and she gave him all the party information.

New Year's Eve came quickly and soon enough Ron and his mom were driving over to the party. Ron was excited to see Pam again but didn't really expect anything to happen since there would be a house full of people. The fact was that if she wasn't going to be there he would have gone out with his friends when they had invited him. As they walked up to the door of the house he hoped he hadn't made a mistake.

The party was fun, if a little dull at first by his college standards, but it soon picked up as the party goers got to know each other better and the alcohol began to flow freely. Ron himself had managed to sneak a few beers despite his mom's disapproving looks. He watched Sandy hanging out with her friends and enjoyed the sleek black dress that she wore. It hugged her body closely and really showed off her curves. Ron admired the view as often as he could.

Pam was getting steadily drunker as the midnight hour grew near. At about 30 minutes before the New Year Ron was standing on one side of the large living room looking at the crowd before him. As his eyes scanned the room he realized the party had become quite lively and between the music coming from the stereo and the level of conversation the house was quite loud. He then made eye contact with Pam who was standing in the opposite corner of the room from him. They exchanged smiles and she quickly pointed at Ron and then toward the stairway that led upstairs.

Ron moved over to the stairs and arrived at the same time as Pam. He took a moment and looked into her face. Her hair was parted perfectly to one side and her bangs covered her forehead. Tonight she wore a red lipstick that made her lips look extremely sensual and intoxicating. She immediately took his hand in hers and began to lead him upstairs. Ron quickly glanced behind him to make sure that his mom wasn't watching. He saw her on the far side of the room with her back to him and noticed that seemingly nobody in the room seemed to take any notice of their leaving.

He still wasn't sure what Pam was doing as she led him down the upstairs hallway to the last door on the right. She opened the door and he followed her into what was the master bedroom of the house. She closed the door behind them and then stood in front of him as they looked at each other. Ron could tell by her expression that she had had quite a bit to drink.

Without saying a word Pam leaned in and they embraced in a kiss. Her tongue immediately slipped into his mouth and Ron responded by sliding his tongue against hers. She wrapped her arms around him and held him tightly as she frantically explored his mouth with her tongue. Ron could feel his cock stiffening as he wrapped his own arms around her and began to rub her lower back.

Pam moaned as they continued kissing. They continued kissing passionately and Ron decided to take the initiative and he let his hands slide down to her surprisingly firm ass. He caressed her ass through her slacks as she moaned again and pressed herself tighter against him.

She soon parted the kiss and pushed Ron backwards toward the bed. They walked, him backwards and her forwards, until they reached the edge of the bed where she pushed him down on his back and climbed on top of him.

"I've been waiting for this for a long time," Pam said in a very sexy tone.

"I didn't think you wanted to," Ron replied.

"I've wanted this ever since I caught you watching me play with myself," she said in between softly kissing his neck. She started removing his clothes as she continued, "I just couldn't figure out the right time. Now that I've got you I want to feel something other than that dildo in my pussy."

Now it was Ron's turn to groan at her dirty words. She had pulled off his shirt and was tugging on his pants. He shifted his hips to allow her to slide his pants and boxers off in one motion. She yanked off his shoes and socks and then pulled his pants down and off his feet before throwing them across the room.

Ron watched as she sat up and looked down on his naked body. He felt her eyes scan down his body and stop at his stiffening cock. Her eyes stared at his cock for a few moments before Ron couldn't wait any longer and sat up next to her. He reached out to the buttons on her sweater and began to undo them as rapidly as possible. Once he had it unbuttoned she pulled it off and tossed it aside swiftly. Ron moved to her pants and began to undo them. He soon had them sliding down her legs with her help and she stepped out of them as Ron tossed them aside. Now it was his turn to stare at her and he drank in the vision of her panties. She must have been expecting, or at least hoping for this, as she wore a sheer pair of black panties. Ron could see right through the thin fabric triangle over her pussy and stared greedily at her.

As he watched, Pam took the bottom of her cotton tank top and pulled it up and over her head. She immediately reached behind her and took off the sexy black bra that matched her panties. Ron shifted his gaze to her tits and noticed that her nipples stood out very prominently. Her tits seemed perfectly proportioned to her body and they drooped ever so slightly, which only made them seem more sensual and erotic to him. He had never seen nipples stand so erect and he stared lustily at them. Pam reached down and removed her panties before tossing them aside and standing naked before him. Ron stared at her nipples and she stared back at his hard cock. "I want you to fuck me," she growled as she stepped to him and wrapped her arms around his naked back.

They kissed hungrily briefly before she laid down on her back on the bed and pulled him down on top of her. "Fuck me," she pleaded again. She spread her legs wide and Ron quickly positioned his cock at the entrance to her pussy. In one smooth movement he drove his cock fully inside her. "Oh my God," Pam called out as Ron's cock fully imbedded itself inside her.

Ron paused and enjoyed the sight of her lying under him. She opened her eyes and looked up at him before saying, "Fuck me now." Ron pulled back and began to fuck her at a steady pace. As they fucked she moaned over and over and repeated, "Oh yes, that feels so fucking good." Ron couldn't believe how good his cock felt inside her. She was flexing the muscles in her pussy causing it to squeeze him in the most wonderful way. It almost felt to Ron as if her pussy was trying to milk his cock as they fucked.

They heard the crowd downstairs yelling, "Happy New Year!" That was followed by lots of cheering. They continued fucking wildly as Pam opened her eyes and looked up at Ron. "Happy New Year," she whispered in a quietly sexy voice that made Ron fuck her even harder and faster.

She quickly had worked herself into a near frenzy and cried out, "Fuck yes, I'm cumming!" She tensed and Ron felt her pussy constrict around him. He lowered his mouth to her hard nipple and quickly sucked the elongated point into his mouth. He swirled his tongue around and around it as she groaned loudly and her orgasm intensified.

Seeing and feeling her orgasm under him was more than Ron could resist. He felt his own cum well up and he groaned as it erupted inside her wet pussy. Her orgasm continued and Ron loved how her pussy felt as it twitched around him as he filled her with his cum. They continued fucking, just at a slower pace, as they each rode out their intense orgasms.

Ron lay down on top of Pam and they again embraced in a wild kiss. This one was only slightly less needy and intense than the one they had exchanged before their fuck. They kissed and fondled each other for far shorter than Ron would have wanted before Pam said, "I could stay here all night, but I need to get back to the party."

They kissed again and each got up and put their clothes back on. Before they left Pam pulled him close again and kissed him hard. "I want to thank you," she started. "For much of the past year I have felt lonely, old, and unappealing to men. Seeing you watch me last month ignited something in me that I hadn't felt in a long time. You made me feel sexy and hot and like a woman again. I can't express how good that fuck felt for so many reasons. Thank you."

Ron was taken aback. He didn't know what to say to such a heartfelt message. Fortunately, she kissed him again and turned to the door clearly not expecting an answer. They left the room, and as they left neither of them noticed that the door was not closed as tightly as it had been when they had entered the room.