My Mum and My Friend Ben


I was fifteen the winter that my friend Ben stayed with me while his parents were away.   My mother had agreed to let Ben stay with us for two weeks while his parents were away on business.   I was a freshman in high school so having my best friend staying over, I was looking forward to a week of watching movies, playing video games, and talking about girls we would never be able to get.   Speaking of girls we would never be able to get it, was on the third night of Ben’s stay that he brought up my mother as we played a round of call of duty.
“I’m telling you dude I would rather fuck your mom than any chick in our class. ” He said.
“Shut up asshole. ”  I was annoyed by his comments.
“Oh come on she’s as milf as a milf could be like you’ve never rubbed one out to her?”  He said and he was right.
I had masturbated to thoughts of my mother on several occasions.   Who wouldn’t?  My mother was barely forty years old, she was 5’7, 134lbs, had grown to a 36d cup, was slightly tanned, had stunning blue eyes, and wavy hazel brown hair.    She was any teenage boy’s milf fantasy but I would never admit it.
She was a homemaker so I had spent a lot of time around her growing up.   My father died when I was four, since then my mother would rarely go out with her friends and never dated so my whole life it had just been me and my mum.  
“Fuck you prick. ”  I said and shot him in the face (In our video game.

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“Dude I would bend her over the stove and pump her all night!”  He laughed.   I just sighed and ignored him, the conversation seemed to die off after that.
Later while we had dinner, Ben would taunt me about our previous conversation.   He would complement my mother on her earrings and hair while she graciously thanked him.   After dinner my mother was at the sink rinsing off the dishes when ben came up behind her with his crotch clearly pressing against her ass and told her he would take care of the dishes.
“Why thank you Benjamin, you’re a sweet boy. ”  My mother said to him and left to take a bath.  
“She totally wants my cock in her mouth. ” He said as he washed the dishes.   I just dumped my plate into the sink and left.   I logged on to my computer and got some work done on my English report while I knew Ben was occupied. After writing a few paragraphs I went down to the kitchen to check on Ben.   He wasn’t there.   After a quick search I found him in the basement playing the playstation and of course smoking pot.
‘What the fuck man!” I yelled.

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“Dude…calm down you can’t smell it upstairs. ” He said.
‘What if my mom comes down here dumb shit!”  I personally didn’t smoke pot and I’m not against others doing it but doing it in my house, yeah that’s not going to happen.
“Relax I’ll take the blame. ” He said.
“Yeah enjoy sleeping out in the cold. ” I told him and sat down on the couch across from him to read a magazine.
About a half hour later I heard a voice that sent chills down my spine.   “Young man what do you think you’re doing in my house?”  Ben and I both looked up to see my mother standing behind him, hands on her hips starring at him sternly.   Even with a cold stare across her face, she still looked stunning.   Her hair was tied up in a bun and she was wearing a silk red robe that didn’t reach her knees.   I admired her long tanned legs while I wondered if she had any underwear on beneath her robe.
“Uhh I’m sorry I…” Ben was at a loss.
‘Yes you’re sorry, young man I am about to call your uncle right now to tell him what it is you do and have him  come pick you up. ”  She said.

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   ‘Honey go to your room and go to bed you are not to leave your room until further notice. ” She said looking at me. She escorted both of us to the living room and then sent me to my room.
I laid in my bed waiting for Ben’s uncle’s car to roll up to take him home but it never came.   After a few hours of waiting I quietly exited my room and tip toed to the living room.   I peeked around the corner and was completely shocked to see my mother and Ben on the couch passing a blunt.   I couldn’t believe my sweet homemaker mum was smoking pot, especially with my fifteen year old best friend.   I listened to their conversation from a distance.
“So you haven’t even seen a girl naked yet?” My obviously high mother laughed.
“No. ”  Ben said.   “They all hate me for being too awesome. ”
My mother laughed louder than I have ever heard her laugh.   “That’s hilarious.   They’ll come around hun, you watch.


“Well you see they aren’t really my type, they’re all really immature brats and I’m looking for something a bit more…you know. ” Ben said looking over my mum’s body.
“Oh. ”  My mother gasped “Hun I am way too old for you.   You need a girl your own age. ” She laughed again.
“You’re not old, you’re beautiful. ”  He said.
“Yeah I heard you telling my son, umm what was it you said, that you would bend me over andpump me all night long?”  She said. “Trust me hun if I thought you could live up to your word I would be on my knees right now. ”
“Well then give me a chance please I’ll do anything you ask. ” Ben almost begged.   My mother ran her hand through his hair and smiled.
“Alright take off your clothes. ”  She said.

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“What?”  Ben’s voice cracked.
“Take them off all of them. ”   She repeated. “Don’t make me change my mind. ”
 Ben stood up and quickly shed all his clothes.   For a few moments he stood in front of my mother naked while she seemed to look him over.   My mum then stood up.  
“Now open my robe. ” She said.  
Ben shook nervously as he carefully untied my mum’s robe.   I watched as her robe fell open revealing her naked front, her substantial breasts, her soft skin, flat stomach, and her beautiful bush.   Ben’s cock sprung to life and my mum giggled. My mum slipped off her robe and sat back down.   She parted her legs and motioned for Ben to join her.   When Ben tried to climb on her however she pushed him away.

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“Slow down baby you can’t run without learning to crawl first. ”  She ran her hand slowly down her stomach down to her pussy and parted her lips.   ‘Why don’t you have a taste?”  She said.
Ben fell down to his knees and nervously moved his face toward my mum’s lap.   She saw his nervousness and gripped his head, guiding him to her.   ‘Ohh. ”  She moaned as she felt Ben’s warm tongue.   He lapped at her like a thirsty dog on a hot summer day.   My mum’s moans continued and grew louder as he pleased her.   “Ohh Ahhhhh.   Mmmm.   Ahhh. ”  She panted.
By this point my cock was in my hand and I tugged away as I admired my mum’s naked body and her sexy behavior.   I couldn’t believe my best friend had the thing I wanted most.

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   Or that he was getting it from my own mother.   I was filled with jealousy as he lapped at the very place I had been born from and how he was perversely enjoying the woman I love most.
“Ohhhhhhhhhh!” My mum yelped when Ben discovered and played with her clit.   “Honey oh yes oh honey”  Her face was red and sweat dripped down her naked body.   She pulled Ben up and kissed him passionately as his hand massaged her pussy.   Ben slid his fingers into my mum and thrust them in and out of her feverishly.   As she broke their kiss to moan, his mouth found her breast and sucked at it.   He tickled her nipple with his tongue while she gratefully reached down and grasped his cock.   Ben continued to finger fuck my mum while she excitedly stroked his cock.   Within seconds Ben came and shot his load all across my mum’s stomach.   My mother held him close to her and rubbed his back as Ben kidded her neck and gently caressed her breast.  
“I’m sorry I couldn’t. ” Ben began to apologize.
‘Shhh. ” My mum gently kissed his forehead.

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    “No one has ever gotten me so close to an orgasm with just their mouth.   You have nothing to be ashamed of you’ll do better next time. ” 
‘Next time?”  Ben asked as the words rang loudly in my head.  
“Of course. ”  My mum giggled.   ‘This was lesson one we have the rest of the week to teach you how to please a woman.   By the end you’ll be pumping me all night long just like you wanted. ”
To Be continued. . .
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