Stacey's Mom free porn video

Brad Halstead had never heard of the band Fountains of Wayne, but when he heard their song “Stacey’s Mom” playing in his teenage daughter’s bedroom memories of a wonderful time in his life flooded back.

About fifteen years ago Stacey Keen was his best friend. There weren’t many kids their age that lived close by, so they gravitated together much of the time. She was something of a tomboy and they played around the neighborhood together in the long, hot summers of their late teenage years. Stacey had short blonde hair and always wore torn jeans, worn tennis shoes and heavy metal t-shirts. It was easy for people around them to assume that they were dating, but the truth was that they were never romantically involved. It was just something that never happened for them, something they never thought about, until it was too late and they were separated by college campuses a thousand miles apart.

They were a good partnership, shared a dry sense of humor and could spend hours throwing a football or a baseball around the fields of their small town. Stacey had the best arm of any girl Brad ever met, then or since. Stacey and Brad went to the high school prom together, knowing that the evening would be unexciting (compared to what most of our peers had planned and had them believe) but it seemed very, very right for them to go together.

Stacey’s mom didn’t work and was always around her house, cleaning the kitchen, baking or reading. She wasn’t a “coffee mom” and didn’t appear to hang out with friends much, but she was always nice to Brad and made sure that both he and Stacey ate well and didn’t get up to too much mischief. It didn’t dawn on Brad at first, she was his friend’s mom after all, but there was no doubting that Marianne Keen was hot.

Marianne was almost forty by then, but she looked at least ten years younger to Brad. She had lush dark hair that was full-bodied and bounced around her shoulders when she moved. Around the house she wore narrow glasses that were way ahead of their years in style, but gave her a very distinctive look back then. Her eyes always struck him as a little sad, but they were passionate eyes that saw everything (as it turned out) and were completely reflective of her personality, more than anyone Brad ever met. Her figure was full, brimming even. It might’ve been that her hips carried an extra pound (no more than that mind) but her flat tummy and large breasts attracted all of his attention. Her legs, often on show beneath her shorts, were long and fit. Marianne’s smile was homely, welcoming and increasingly seductive as he got to know her better.

Brad and Marianne started talking more when they began swapping books. They both read a lot of thrillers and started to swap paperbacks when she sent him away with a handful one day. They would discuss the books a little when they swapped, but never for too long. Stacey was always dragging him somewhere to amuse them both and talking with her mom wasn’t going to get that done. Stacey didn’t read thrillers.

Brad didn’t remember a particular moment when he started to take more notice of Marianne—it was more of a gradual thing. He was also at the age when an extra inch of cleavage or an extra-tight pair of shorts was more noticeable than they had been. Over a period of several weeks he started to notice that Stacey’s mom was bending over around him more, and stretching across him more, basically showing more than he was used to in the way of cleavage and ass. He put it down to the fact that he was around more and virtually becoming part of the family. Another thing Brad noticed was the looks she occasionally gave him over the rim of her glasses. He never quite worked out what that look was, but he sure noticed how it made him feel.

Stacey’s dad worked for IBM and spent many weeks away from home. These were the days before home working and even cell phones. He provided well for his family, but the house, compared with Brad’s family abode, always seemed a little empty. Stacey was the Keen’s only child and didn’t talk much about either of her parents.

That particular summer Stacey had always planned to visit her grandmother in Des Moines but when her grandmother took ill Stacey was dispatched early to help look after her. Brad was lost, not knowing what to do with himself now that his companion was gone.

He called Marianne a couple of times, asking for news of Stacey but her planned week’s stay with her grandmother quickly turned in to two and he could see the summer disappearing in her absence. Things got so boring he even started to drive his little sister around to horse riding events. Yes, looking back, those weeks were a pretty low ebb for Brad.

It was a Thursday evening when Marianne rang. Brad’s mother called him to the phone and warned him to be polite talking to Stacey’s mom. He shook his head at her—that part of moms never changed.

“Hi Brad,” Marianne sounded bright and friendly. “Sorry to bother you, but I was wondering if you had any new books? I’m all out and could use something to read.”

The appeal wasn’t strange in any way, she was a voracious reader and always interested in what he’d read. “Sure, I have a few you can have. Want me to bring them round?”

“I can drive round collect them if you want.”

“No problem. I’ll come over.” He was bored and any excuse to go out would be good.

“Okay, that would be great.” Then, as an afterthought, she added, “If you’ve finished any of the last lot I gave you, can you bring them too? There were a couple there I hadn’t read yet.”

Brad gathered up a bunch of books and packed them in a bag, added a few extras for good measure and set off to the Keen’s house. They lived on the same side of town as his parents, but their house stood by itself, a half-mile off the road and close to the edge of the forest. It was on a large plot of land that was mostly open lawn.

“Hi.” Marianne met Brad at the door. She was wearing her glasses and had on her usual shorts and a powder blue blouse. “Come in. I just took some cookies out of the oven, so your timing is perfect.”

Brad laughed and walked into the house. It seemed he was always in time for Marianne’s baking and her warm cookies were always welcome, even if it was ninety-five outside. “Nice.”

While she poured him some milk and threw some cookies onto a plate Brad unloaded the books onto the kitchen table. He was pleased that he’d managed to find so many in her hour of need. He also noticed that there was a similar pile of paperbacks on a chair, obviously ready for Stacey’s mom to swap with him.

They chatted about a few things, Brad got news of Stacey and her grandmother and they swapped notes on books they’d both read. It was dark outside before Brad realized it and we moved on to a second round of milk and cookies.

“What did you think of this?” Marianne pulled one of the books she’d loaned him and handed Brad a beaten up copy of Herman Raucher’s “Summer of ‘42”.

Brad recognized the book immediately. He’d read it, but it stood out not only for the story, but the fact that it was unusual for Marianne to read something other than a thriller. “I liked it,” he said, immediately feeling his face flush as he recalled the subject matter. “It was well written, very vivid and, I guess, ultimately a little sad.”

“Sad?” She looked at him quizzically at first, and then gave him that look over her glasses. “Because Dorothy’s husband dies?”

“I guess.” He felt the flush continue. “But I meant that they shared that one night, and then never saw each other again.”

“I can see that.” She nodded knowingly. “You think it’s a realistic story?”

Brad ran the storyline through his mind. The book’s story was much wider than the night between the adult bereaved woman, Dorothy, and the adolescent Hermie, but that was the part of the book that stuck with everyone, and that was what he knew she was referring to. His heart began to race. This was not the sort of subject matter he was accustomed to discussing with anyone, let alone Stacey’s mom.

“I think the story is very realistic,” Brad ventured carefully. He didn’t want Marianne to misconstrue anything he said. Coincidentally, it was at that moment he noticed her blouse had one more button undone than he’d seen before. “That kind of thing must happen occasionally.”

“Yes,” she considered, swinging her legs out from under the table and facing him. “I think so too. I like the story a lot. I thought it was so nice that he thought an older woman was attractive enough to lose his virginity to.”

“You don’t think he took advantage of her?” Brad thought he made a mature point.

“No…” Marianne looked thoughtful. “I think that she was mature enough not to be taken advantage of. She probably recognized the comfort he provided her with, despite his age… and inexperience.”

By now Brad was not only flushed, but genuinely excited to be having this discussion with a vivacious and mature woman. He wanted to find some words to continue the discussion, but his mind was starting to think about playing the lead role in the story, but with Marianne instead of Dorothy.

When she changed the subject to another book, he was sure that was the end of it. He thought that maybe Marianne thought they’d taken the discussion too far and it was time to back away. It was with mixed feelings that he offered his opinion on several other books he thought she might like. Brad didn’t notice that Marianne had moved around the table, closer to him, to look at the covers of the books as they talked about them.

After a while she idly picked up “Summer of ‘42” again and waved it a little. “Don’t you think she was a bit lonely?” There was that look over her glasses again. It was slaying him now.

“Possibly,” he admitted. “You think she was lonely after finding out her husband had died?”

Marianne nodded. “Sure. Hell,” she waved around her, drawing a comparison between herself and Dorothy for the first time, “women can get lonely anywhere, anytime.”

“I guess.” Brad answered lamely, not sure that he wanted to know about any domestic issues she was having. It occurred to him that Marianne may have been alluding to the fact that Stacey was away, but he thought it more likely to be a reference to her absentee husband.

She brushed some hair away from her face, smiled and he noticed she was leaning slightly forward, still with the book in her hand, and offering a great view of her cleavage. Brad looked, unable to resist, and knew that she would have seen his eye line move to her chest. When he looked back Marianne didn’t seem to mind, even though he was certain she knew what he’d done. He swallowed, no longer sure of anything.

“I think that must’ve been a good way for him to lose his virginity.” Her voice sounded matter-of-fact, but the undertone was searing hot.

“Why…” he croaked and cleared his throat. “Why’s that?”

“Well,” Marianne smiled coyly, “a more experienced woman would be confident enough to tell him what to do, and know things that would make the experience better for him, things that a girl his age might not know.”

Brad wanted to ask her what things she meant, but his nerve failed. “I’m sure you’re right.”

Marianne nodded casually and took a drink of the coffee she’d made for herself. She paused a few seconds, seeming to consider him before she asked her next question. “Don’t you want to know what kinds of things?”

The air around them crackled now and he felt that some unseen barrier had been broken. Brad had the strangely conflicting feelings that he was now walking on safer ground, but in more dangerous territory. “Yes,” he admitted carefully.

“Are you okay with discussing this with me?” she checked.

“Yes, fine.” He tried to dismiss her concern, but knew he probably failed to appear as relaxed as he wanted to.

Marianne smiled and edged a little closer. “Well, a boy his age is probably used to masturbating, and coming quickly. It’s unlikely he’d have any concept of lasting longer. All boys that age jack off a lot, and quickly, don’t they?” She playfully nudged Brad’s arm.

“I guess,” he admitted reluctantly, thinking to himself that it was almost every day and that he’d be doing that very thing after his visit with her.

“Well, a more experienced woman would teach him that it’s better to slow down, play a little and get more from the experience. A young girl would probably lie there and let him just… fuck her.” Marianne looked to see if her change of language affected him, but he remained calm. “An experienced woman can judge where a man is… in terms of his coming, and adjust what she’s doing to make sure they both get the most out of the experience. Let me give you an example.”

Brad nodded, by now almost incapable of words and feeling every nerve in his body screaming with stimulation.

“Well,” Marianne considered, “well, why don’t I just show you? Do you mind?” Brad thought she made a tiny nod towards his groin but all he could see were her eyes looking at him from above her glasses.

He gulped and said in a strained voice, “No, go ahead.”

Her eyes lingered on his for a second and then they switched to the front of his jeans. Marianne slipped off her chair and knelt in front of him. Without hesitation she reached up to his zipper. Brad held his breath as she pulled the zip down and worked the button free. His gaze alternated between her head and his groin, not wanting to miss a moment of what was happening. She reached in the top of his pants and quickly grasped his cock. With her other hand she pulled his clothes away to allow his shaft some freedom. His foreskin was already back and the head completely exposed.

Stacey’s mom’s hand was in his pants.

“You see…” Brad noticed she didn’t even comment on him being fully erect, “an inexperienced girl would probably grab you and do this…” She took hold of him made a few quick pumping motions with her hand, up and down his shaft. “But… a more experienced woman would do this…” She made several longer, slower strokes, twisting her hand as it climbed his shaft and slipping it off the end. There was no doubt which was the better technique.

“What do you think?” She smiled up at him, a mixture of satisfaction and delight.

“I think you’re right.” She let go of his cock, but made no attempt to put it away. “No doubt about it.”

“There are lots of little things like that.” Marianne seemed slightly smug now, appearing that she might be enjoying the ultimate tease she was creating—posing as a willing teacher without explicitly offering to teach him everything. “But you probably don’t want to learn them from me. You probably want to learn with someone nearer your own age, someone exciting and pretty,” she dismissed, backing away from his exposed cock.

“No.” Brad said firmly. “I… I think you’re beautiful, and very exciting.” She smiled at him, seemingly pleased that he’d spoken up. “Would you show me some more?”

“Are you sure?”

Brad nodded.

“Okay then.” Marianne stepped closer again, enthusiastically. “Take these off for me.” She tugged at the thigh of his jeans.

He kicked off his shoes, stood up and pulled away his jeans and pants. When he looked for instruction, Marianne indicated that he should sit down again.

She knelt in front of him again and brought a hand up to rest against his vertical shaft. “Here are a couple of things.” She smiled wickedly this time. “When a young girl’s giving head, she’d probably do this.” Marianne dipped her head into his lap and took the head of my cock into her mouth. She made a few up and down movements with her head, running her lips along the shaft. To Brad it felt good. It was the first time he’d been in a woman’s mouth, something he’d fantasized about for at least two years.

She came off him and looked up. “You see, these things take time to learn, but don’t you think this is a bit better?” She went down again, this time kissing the tip and sliding her mouth slowly over him, her lips tight all the way and her mouth a lot wetter than it had been. Brad felt her tongue work on his shaft and the top of her mouth bump against the head of his cock. As she pulled off for the first time she sucked hard, keeping an even pressure as she twisted and ran her tongue along his length. Her hand gripped him and made a sight twisting movement as she settled at the end of his cock. Her tongue ran around the rim and then she slowly pushed her head downwards again. Her mouth felt better than he had ever imagined.

She worked on him for several strokes. Brad was just wondering if the stirrings he felt were the beginnings of a climax when she pulled of and left him freestanding again. “There,” she licked her lips. “You feel the difference?”

“Sure do.” He tried to laugh, but it came out sounding relieved that he’d not come in her mouth.

“Lots of saliva, that’s the trick to that one. Now,” she looked down again, “open wide will you.”

Brad opened his legs and allowed her better access.

“Let’s have a look at those balls.” She slipped a hand in and cupped him. “An inexperienced girl would ignore these, and that’s a terrible thing.” She drew her fingers along his scrotum with a slow and delicate touch. The effect was immediate. Brad’s cock twitched and pleasurable sensations ran all around his balls and tummy. “Girls are told that balls are delicate, and they often avoid playing with them. But they are a source of much pleasure, even if treated roughly.” She grabbed him and squeezed hard—just hard enough to feel wonderful but not hard enough to hurt. He thought that Marianne sure felt like she knew what she was doing.

“This is best when combined with something else.” She started to stroke his cock while squeezing his balls playfully. “Like this, or when you’re fucking… from behind, or girl on top work great for that.”

Marianne gave a final few strokes and then let go. “So, there you go. Don’t let a girl forget your balls. Tell her what works for you. It’ll be better for both of you.”

Brad’s breathing had deepened in the last minute, and he virtually stammered, “Thank you.”

“Oh,” she grinned, “did I excite you a little too much?”

“I think so,” Brad breathed, reaching for his jeans as the lesson appeared to be over for now at least.

“I’m sorry. That’s not very fair of me.” Marianne screwed her face up. “It’s not good to leave a boy in that state, I should’ve been more careful. Would you like me to…”

He said nothing, but dropped his jeans back to the floor.

Marianne grasped his cock firmly and slid her hand down. Brad’s excitement suddenly leapt as this time he knew to expect more than a lesson in handling. She stroked slowly with one hand and scratched her fingernails along his balls with a delectable light pressure. He sat back in the kitchen chair for the first time, reveling in her movements. She looked up at him and gave a bright, knowing smile.

“You have a nice cock you know. Young and hard. It’s nice to handle. I like that it’s uncircumcised too.”

Her strokes were long and made with a firm pressure. She pulled and squeezed his balls, occasionally letting them fall while she ran a hand over his inner thighs and lower abdomen. Brad gasped as she pulled down hard on his cock after a particularly slow descent of her hand. She sensed he was getting closer and slowed down further. Her strokes became the most wonderful torture he could imagine.

“I know you want me to go faster,” she whispered, “but believe me, this is better.”

He had no option but to believe her for by then she owned his body in a way he’d never imagine a woman could. She started to grasp his balls harder and pause at the end of each stroke when she slid her hand off the end of his cock. Brad felt the pleasure sensations start to bubble over, he muttered something incoherent about coming and the unstoppable rush of orgasm started. Marianne’s hand didn’t miss a beat and she continued to stroke even as he started to twitch in climax. For a few seconds he thought she’d done something he didn’t know about and he wasn’t going to ejaculate, but finally he felt the first shot of come explode from his balls.

Marianne held his cock as he shot into the air, three, four times. It was the most incredible climax he’d had and seemed to go on forever with long, powerful streams of come shooting up and towards her. His come splashed on her hands, on his thighs and over the part of her blouse that covered her breasts.

“I expect that’s better.” Marianne smiled up at him when he finished, still stroking her cock slowly. “You don’t want to be carrying around all that tension at your age.”

Brad couldn’t argue and simply sat there, feeling his heart pound and his cock twitch. “That was amazing,” he managed eventually.

“Good.” Marianne let go of him and stood up. “Sorry if we got a little carried away on that subject… but I think we got that all straightened out. Oh my, look at that.” She indicated the splashes of come on her blouse. “It’s been a long time since I’ve seen someone come as much that.”

He sat and watched as she got some kitchen towel and wiped away the come, leaving a large wet patch on her blouse. His cock deflated slightly, then elevated right back up to its youthful peak. Brad made no move for his jeans this time. There seemed no point, and he wanted to see if there were any more lessons planned for the evening.

“So,” Marianne walked back towards him, wiping her hands, “what do you think now? You think he was lucky to have his first time with an experienced woman?”

“I think he was lucky.” Brad gave a small laugh. “I think I’ve just been lucky, you helping me the way you have.” Marianne dropped between his legs, mopped up some come from the floor. She had another paper towel and when she came up she wiped his thighs, then she held him with one hand and dabbed the drops of come from the end of his cock. He looked on, marveling at the normality of her movements.

“It was nice to help.” She made a last few brushes across his cock and then looked up. “There are many other things I could show you. If you’d like… Doesn’t have to be tonight or anything, just…”

Brad looked intently at her. She still had her hand lightly around the base of his cock. His reply seemed obvious, but his passion was now very real.

“No, I’d like. Very much… if that’s okay.”

Marianne smiled warmly at him. “That would be fine. But I hope you don’t think I’m some desperate old girlfriend’s mom.”

He looked at her shining eyes, her flowing hair, her bulging breasts, her hand around him… “No,” he said sincerely, “I think you are beautiful. Wonderful.”

“Okay.” She smiled, stood up and turned towards the refrigerator. “Let’s go into the lounge, it’s more comfortable. I’ll just get a glass of wine. Go in and I’ll join you.”

Brad sat on the sofa, still naked from the waist down and still standing proud. He heard Marianne clank a glass and bottle and then she came into the room. She stood and took in the scene, sipped at her wine and then set it down on a table.

“That’s amazing that you’re still hard.” She pointed at his cock. “See, that’s something a mature woman would appreciate, but a girl might just think is annoying. So, what’s next?” She started to unbutton her blouse. It wasn’t an overly sensual move, but Brad’s gaze was riveted. She pulled the blouse off and threw it to a chair. Her breasts were bulging out of the top of a pristine white bra with lace around the edges. “Have you felt a woman’s breast before?”

Brad nodded, truthfully. He didn’t offer the fact that it had been a quick grope at a party and he’d been shouldered off after a few seconds.

“Let me show you a few things.” She reached behind her, unclasped the bra and let it fall forward into her hands.

Marianne’s breasts fell a couple of inches but remained well supported for their size and her age. Her nipples were large and brown, the tips darker than the rest. They wobbled with her movements and mesmerized Brad as she came to sit beside him. “Show me what you do.” It was a command, but to him it sounded like an offer.

He tentatively reached up and cupped both breasts in his hands, his palms against her nipples. She closed her eyes and sighed gently with the relief of his touch. Brad noted for the first time that her glasses were gone. “That’s nice,” she said, “you have nice warm hand, but don’t just push on them and rub them, take my nipples and squeeze a little. That works really well for a lot of women.”

Brad did as he was instructed and pulled on one nipple, then the other, tweaking them between his thumb and forefinger. Marianne let out a squeak of pleasure and he hesitated. “No, don’t stop, that’s better. It feels great. You can be a little harder than you think. Not to hard, but some pressure is really nice.”

He continued to manipulate her nipples for several minutes, taking her instruction and marveling at how large the buds grew in his fingers. “You see, you might not have thought about this, but making my breasts feel the way you have, that feeling goes straight to my… pussy, and excites me there too. It feels gorgeous.” She sighed again.

“You feel wonderful,” Brad said, mesmerized by his hands on her glorious boobs.

“Let’s move on.” Marianne shuffled in her seat. “Let me show you what to do… down there.”

He took his hands from her body and watched as she undid her shorts and pulled them down her legs. He saw immediately that she wasn’t wearing panties and an extra burst of pressure rushed to his cock. “Now,” she was using that matter-of-fact tone again. “I want you to stroke me first. You should start with some light strokes, and work up to pushing a little harder, especially at the top and bottom… well, you’ll get it. I’m sure. You seem like a good student.”

She leaned back, opened her legs and Brad got to the floor in front of her. Marianne’s pussy was glistening already. She wasn’t shaven, but there was a lot less pubic hair there than he’d seen on most of the Playboy models he’d viewed back then. He reached out a hand and let his fingers gently run up and down the outside of her protruding pussy lips. Marianne shifted her hips forward some more, inviting him to explore deeper. He used a little more pressure with his strokes now.

“That feels good,” she breathed. “Now, when you get to the top, make some small circular motions with your fingertips. You should be able to find my clitoris. Push, but not too hard.” He started his circles higher than she needed and her hand quickly came down to guide him. “Can you feel?”

Brad nodded, enjoying his first pussy, as well as the intimacy of the close-up and the instructions he was getting. It was a guided tour and information he would use the rest of his life. Marianne’s clit felt bigger than he’d expected, soft, but hard inside. He rubbed a few times and felt her wriggle to his touch.

“Push a finger inside me. Go as deep as you can, slowly.”

He pushed, amazed at the lack of resistance and the warm sensations of her pussy walls as he glided inside. Marianne moaned but he didn’t look up, mesmerized by the sight of his finger disappearing into her wet hole. She asked him to add another finger, which he did, and she wriggled some more as he pushed them in. “Turn your hand, and push your fingers up towards my tummy.” He did as she asked, feeling that her pussy was larger inside than he’d imagined and enjoying the obvious pleasure she was getting from his movements.

“Now, if you can…” she gasped between the words, “use your thumb to rub my clit.”

Brad moved his thumb into position and moved it over her clit. Marianne gasped and her hips bucked slightly. He discovered that he was enjoying giving pleasure more than he would have believed.

She suddenly sat up, reached down and eased his hands away from her. “Wow,” she looked down at him, her complexion showing some flushing, “you are a quick learner.”

Brad wished he got grades for this. Marianne breathed deeply and brought herself under control again. He wondered why she’d stopped him when she was obviously so close to climax but he’d long since stopped worrying about what was happening tonight and started to enjoy it all.

“Would you like to taste me a little?” she asked.

“Sure.” Brad’s head moved slightly forward and her hand caught him.

“Like with your fingers. Do the same things, slow and light at first, then work on my clit a little. Let’s see how you get on with that.”

His tongue touched her tentatively, not sure what she would taste like or how she would react. He needn’t have worried. She tasted sweeter than he thought she would, smelled wonderfully sexy and felt silky and sensuous on his tongue. After a few licks around her swollen pussy lips he parted them with his tongue and ran all the way up her opening. Marianne moved towards him, encouraging his movements. When he reached her clit he flicked at it a few times with the tip of his tongue. Marianne’s hand touched the back of his head, motioning him to stop.

“Don’t flick,” she instructed. “That can feel more like tickling. It feels much better when you make slower licks and apply pressure. Your tongue is very soft, that’s why this feels so good.”

It felt good to Brad also, the intimacy of the act, her taste, her smell. Every one of his senses was firing as he continued to pleasure her.

Like before, Marianne eased him away just when he thought she was getting close. “I don’t think I could take much more than that,” she half-panted, half-laughed.

“Would you like me to…” Brad felt like he at least owed her a returned favor.

“No.” Her voice was firm. “I thought you might want to… come inside.” She glanced at his straining cock. “It kind of looks like you could use some.”

            Brad didn’t question this. He stood up and looked down at Marianne’s glorious body, thinking how lucky he was to have such a wonderful and sexy teacher. Marianne swiveled to lay the length of the sofa and opened her legs for him.

“Here,” she beckoned, “come inside like this. I want to see your face. After that we can try a few other things.”

He kneeled on the sofa between her legs. Her hands reached up, encouraging him to come closer and bring his cock towards her. “Just relax,” she said, “I’ll guide you in, just push when I tell you. Don’t do anything then, just see how it feels.”

As he eased towards her Marianne’s hand reached out and took a firm grip on his shaft. She pulled him so that the head of his cock was touching her pussy lips, feeling her heat. “Just push gently,” she told him. He did, and she opened for him and allowed his cock to slip easily into his first pussy.

“How’s that?” She smiled up to him.

“Great,” he breathed heavily. “You feel so warm.”

“You feel good too.” Marianne ran her hand over his back and it felt like she was spreading pleasure dust over him. “You have a nice cock. It feels so good in there. Push a few times for me.”

Brad eased back and thrust forward again with several long, slow strokes. Reality encroached on him for a moment when he realized he was actually fucking Stacey’s mom, but the distraction was short. Marianne’s face was beaming at him, encouraging and downright sexy.

“You want to try from behind?” she asked, just as he’d found a slow rhythm.

He nodded. He would have gone along with anything she said at that point. She slid out from under him and he stepped back with his knees. Marianne turned over for him and he was faced with her gorgeous pussy, sticking out between her ass cheeks. He ran his hands over her and resisted the urge to jam his cock inside. Her hand was reaching for him urgently now though, grasping him and pulling him back inside.

“Hold my hips and start working,” she told him. “Don’t go too fast, it’ll be better for you.”

“Can I…?” he started.

“Don’t worry about me, you’ll do fine. Enjoy this Brad.”

It was impossible not to enjoy her. He made a few slow thrusts, each one longer and deeper than the one before. With their unhurried actions Brad was able to take in more of the moment and enjoy his first sexual coupling. Marianne encouraged him, telling him to keep his thrusts deep and slow. He felt her hand come between her legs and run along his balls with each stroke. He felt the long slow rise to climax that Marianne had introduced him to earlier start again somewhere near the base of his balls.

“Slowly baby,” she urged, “I’m right with you.” Then, unexpectedly, she gasped and grunted. “Oh God. Now.”

He knew from her words that she was coming, but learned that he could feel a woman’s climax through the contractions of her pussy. He almost stopped moving as she involuntarily gripped his cock several times and her breathing became short and shallow. Emotion unaccountably welled in him as he realized he’d just made a woman orgasm for the first time.

“You did great,” she panted back to him as the moment subsided.

As Marianne recovered from the climax Brad started to push again, thrusting slow and deep as he’d been instructed. He held her hips tight and pushed hard with each stroke, defying his youthful urge to quicken and come. When her hand came back to his balls he knew the wait was over though.

This one even beat out the earlier climax at the best of his life. Everywhere around his lower torso seemed to be sparking with pleasure as a slow-burn fuse crept down from his navel to his balls. When the fuse lit up the climax, huge waves of pleasure washed through him; one after the other radiating from the base of his balls. After several seconds his balls started pumping and he felt the rush of come power into Marianne’s pussy. Somewhere in the middle of it all he saw her face looking back at him, smiling. His first time was as good as anything he could have imagined.

When the orgasm subsided he pulled out his drenched, semi-hard cock and flopped down on the sofa. Marianne swiveled around and sat thigh-to-thigh with him. Her hand patted his skin as he continued the slow recovery and she casually reached over to pull back the foreskin to reveal the red head of his cock. It was a simple gesture, but very memorable for all that.

“That was amazing.” Brad’s words were uninspired, but they were full of feeling.

“It was very nice,” Marianne said kindly. “I’m glad that we could spend this time and I hope you’ll find these things useful.”

“I will,” Brad said confidently.

“There’s more to learn though.” She got up and walked to the kitchen for more towels. When she came back she wrapped one around his cock and dried him off. “You should learn more about what positions work best for women, more things about eating pussy… and we kind of skipped over the boobs a bit. You should learn to lick and suck on them.”

Brad said he’d like that, without taking his eyes off her swaying breasts as she tended to him.

“Maybe we should do some more sometime?” Marianne asked, smiling and sounding hopeful.

“That would be good,” Brad said, thinking that there was nothing in the world that he wanted more.

She packed him off that evening with some fresh cookies and a peck on the cheek. Brad walked home without his feet touching the ground. The world had changed and losing his virginity had been more than he ever dreamed it could be. No only had he made love with a beautiful woman, but she was experienced and had led him through to make the experience awesome for him. Marianne had transformed from Stacey’s mom into his first lover. He gave no thought to the fact that she was married, or how complicated such an affair could get, all he remembered were her hands, her breasts, her pussy, and the way she looked at him over the top of her glasses.

***

Brad’s liaisons with Marianne went on for about a year, managing to avoid discovery and even rumors around the small town. Marianne taught him much and they pleasured each other passionately many times during that year. She always seemed to enjoy their time and Brad became a considerate and accomplished lover way beyond his years. Just before he went off to college Stacey started acting distant and he often wondered if she’d got wind of what was going on with Marianne and him, but maybe it was just the natural growing apart forced by the inevitability of college.

After his first semester Brad visited the Keen’s house, but Marianne, who was alone, made no move to invite him to stay or continue the relationship. He accepted that day better than he expected and acknowledged that her insistence on treating their lovemaking as “lessons” made the split easier. He never mentioned their affair to her, or anyone, again, never asked for a reprisal and always hugged her sincerely when they met. They knew, even if no one else did.

Stacey and Brad drifted apart quickly. She settled somewhere in Oregon and Brad hadn’t seen her in years. He lives closer and goes home every month to visit his parents and occasionally he still sees Marianne around. She might be in her mid-fifties now, but she still looks great and always has a smile for him. Occasionally she still catches him unawares and gives him that disabling look over the top of her glasses.