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By D D Writer (ddwriter45@yahoo.com)


Mike Johnson and I have been friends since before high school, and grew up just a few blocks from each other. We're both now 19 and in college. This summer we are back in our hometown and see each other every few days. He is working part time for a retail store, and I'm studying therapeutic massage three days each week.

Yesterday we planned for me to come over to his parents' house after lunch and hang out at their pool, which is very private and secluded with a high fence and trees around it. When I arrived, I came around to the side of the house to the private entrance to their backyard. As I've always done when visiting their home, I tapped on the gate and walked on back around the hedge to the pool area. There was Mike's mom, Judy.

Judy is a knockout. She is 38 years old, and looks 25. She is petite, only about five feet tall, trim and lean, and with the greatest set of breasts I've ever seen not that I'd ever actually seen them bare, but they are often on display in the tiny bikinis that she usually wears around their pool. Yesterday was no exception. Judy was lying on a padded area on the ground reading when I appeared and greeted her.

"Hi, Ben. Mike said you'd be coming over. He asked me to apologize for him. His manager called a few minutes ago and asked him to come in to work because another worker called in sick," Judy explained.

"Oh, all right, Mrs. Johnson," I replied. "I'll come back another day."

"Would you like a coke or a beer, while you're here?" she asked. "You might as well relax and enjoy the pool awhile."

"A beer would be great," I said. "Thanks." I was glad to have an excuse to hang out with her.

"Have a seat. I'll get a cold one for you," Judy gestured to the comfortable pad strewn with pillows as she went into the house.

I said down against some pillows beside a short table. In a few minutes Judy returned with a beer for me and one for herself. As she leaned over to put the beer on my table, her breasts hung deliciously in front of me, only slightly supported by the tiny bikini top. I tried to avert my eyes, but no doubt my interest in the view was obvious to her, as her knowing smile and twinkling eye suggested. She took her time arranging the coaster and slowly pouring my beer into a glass, seeming in no hurry to stand up, all the while allowing me to gaze furtively at those beautiful mounds.

We sat and chatted for several minutes. Mike's dad works 8 to 5 in an office and Judy does freelance writing from home. She explained that she was taking a break to enjoy the perfect weather this afternoon.

Conversation turned to my therapeutic massage program, in which Judy seemed quite interested.

"Do you get lots of hands on practice?" she inquired.

"Some, but never enough," I replied, interpreting her question as an intriguing opening. "I never get tired of giving massages, and always learn from the different ways that different people respond."

"Well, we might have a match here," she grinned. "I love massage too, but rarely have the opportunity. Care to practice on me?"

I could hardly contain my glee at the prospect of being able to finally get my hands on this beautiful woman, who had starred in many of my masturbation fantasies for years.

I invited Judy to lie down on her stomach as I retrieved a bottle of massage oil from my backpack. I squeezed some of the oil onto my hands and started massaging her feet, gradually progressing up her legs. Her bikini bottom was a thong, and as I approached her buttocks, she sensed my hesitation. "Anything that's not covered is fair game," she volunteered. "Go ahead and massage my butt if that body part is included in your method. I'm not shy."

So, I proceeded to knead her gluteus maximus muscles for several minutes, trying to maintain a professional manner. After all, this was the mother of my friend, so I didn't want her to think I was turned on.

After a few minutes, it was time to continue my progression up her spine to the lumbar and thoracic areas. She reached behind her back and unhooked her bikini top, saying "Here, let me get this strap out of the way for you." I proceeded to work my way up her back and down each arm. The bulges of the sides of her ample breasts were tantalizing, but I resisted the urge to touch them.

"Now it's time for the front," I said. She promptly rolled over on her back, holding her bikini top to her breasts but not re-hooking it. She just positioned the small fragments of cloth to cover her nipples and put her arms out to her sides, ready for me to massage the front of her body.

"Some clients like to have a cloth over their faces during this part," I explained in a professional voice. "It gives them a feeling of privacy. What's your preference?"

"Nice idea," Judy responded, turning to her side and reaching for a small towel, which she folded and placed over her eyes. That movement caused her bikini top to slip to the side as her soft, flowing breasts shifted, exposing one nipple.

I tried my best to not let my massage technique be affected by the delicious sight before me. Her smooth round perfect nipples are dark brown and about the size of a half dollar. I again returned to her feet, working my way up her thighs and to her tight stomach. The sideto-side motion of my hands on her abdomen caused her tiny bikini top to slip even further, now exposing both nipples.

Perhaps feeling the cloth changing position on her breasts, Judy lifted the cloth from her eyes and noticed that her breasts were now entirely revealed. "Oh, my," she exclaimed in mock surprise. "What have we here? Oh, well, I guess there's nothing left to hide. Do you mind if I just get this out of the way? Or, would you prefer that I put it back on?"

"Whichever way you are more comfortable, Mrs. Johnson," I replied. "If you would like for me to include your breasts in the massage, they should be bare, of course."

"Do you usually massage breasts when you work with females?" she inquired.

"Many women are shy, and prefer not to have their breasts massaged," I answered. "But others find it pleasant and relaxing."

"Well, like I said, I'm not shy," Judy reminded me, tossing her bikini top aside and replacing the towel over her eyes.

So, I proceeded to massage her torso and breasts, attempting to maintain a strictly professional manner as my hands worked that amazing soft flesh. I kept reminding myself that this was therapeutic massage, not a sexual interaction. But my throbbing erection told me otherwise.

When I finished, I sat back as Judy slowly began to move from her deeply relaxed state. "Wow, that was great!" she said softly. "Thanks a million."

Without bothering to replace her bikini top, Judy sat up, cross-legged, and took a couple of deep breaths to reawaken her body. After a few moments, she asked, "Would you rather I put my top back on? I don't want to make you uncomfortable. It just seems that since you've already seen everything, there's no point in being bashful."

"I'm not uncomfortable, Mrs. Johnson," I replied. "Besides, you have beautiful breasts."

"I guess I am pretty lucky in the chest department. I like it that you appreciate the boobs of an older woman," she chuckled, fishing for a compliment. She leaned back, arms outstretched behind her for support, and looked down at her chest.

"Oh, I do!" I glanced at her breasts but tried not to stare.

"Ben, I appreciate that you are trying to be discreet, but you can look at them all you want. You won't embarrass me. In fact, I like the attention." She clasped her hands behind her head and thrust out her chest with a little wiggle, making her soft breasts to sway from side to side. "Feast your eyes," she said with a smile.

I accepted her invitation to gaze at her breasts without looking away.

"Do you like the jiggle effect?" she asked, twisting her body quickly side to side, causing her gorgeous tits to flow across her chest. "Men seem to like that."

"Oh, yes!" I said, following them with my eyes. My erect cock was pushing hard against the end of a cul de sac in my shorts, so I discreetly pushed it to the side with my hand to relieve the pressure.

Judy noticed my movement and smiled. "Looks like I may be causing a problem there," glancing at my crotch. "Maybe we should change the subject. How about if I give you a massage now? I'm not a pro like you, but I was paying attention to your technique and could give it a try."

The prospect of this beautiful, nearly naked woman caressing my body was more than I could have hoped for. However, I had a problem...

My penis is nearly eleven inches long when erect, and at this moment it was throbbing. To hide my frequent erections, I often wear bulky knee-length shorts and an over-sized tee-shirt so there's plenty of cloth to cover the evidence. I was afraid that I wouldn't be able to conceal my erection from Judy if she massaged me.

"Oh, you don't have to do that," I answered.

"But I would really like to. Lie down here and let's get started," she directed.

Feeling unable to resist, I stretched out, stomach down on the pad. "You don't expect me to be able to give you a proper massage with all those clothes on, do you?" Judy queried.

I slipped my shirt over my head, hoping she would be satisfied with that. No such luck. "How am I supposed to massage your thighs and buttocks with those pants on? Off with those too," she insisted playfully.

"But I'm not wearing underwear," I protested. With a wave of her hand she dismissed my objection. I was out of excuses.

I managed to get my shorts off without displaying my eleven-inch throbber, and quickly laid down on it, safely hidden.

Judy started as I had, with my feet and worked her way slowly all the way up to my neck, shoulders, and arms.

"Ok, time for the front," she declared, foreclosing all options.

"But, I'm not wearing anything," I objected weakly.

"Ben, remember, I'm a mother and an adult woman. I've seen penises before. Don't worry about it."

"But I've got a har... I mean, an erec..." I mumbled incoherently.

"You're a healthy young man. I would expect you would have an erection in this situation. I've seen those too. You were very professional as you massaged me; I'll be equally professional with you."

So, I rolled over on my back, exposing my huge cock to Judy's gaze, trying to swallow my embarrassment. Her eyes widened as she saw its size, but otherwise didn't react.

"You might like to put the towel over your eyes to help you feel more private," she said as she reached over me to get the towel. As she reached, her bare breasts hung only inches above my face. She seemed to fumble longer than necessary with the towel, giving me a few precious moments to admire her delectable mounds. She placed the folded towel on my eyes, nudged my arms out to my sides, and instructed me to relax and enjoy.

Judy proceeded to give me an excellent massage from foot to neck. As she worked around my upper thighs and hips, her hands barely grazed my scrotum a couple of times. As she massaged my abdomen, her hands brushed the underside of my rigid cock, causing it to jerk in spasm. Otherwise, she didn't touch my genitals. But knowing that she was no doubt feasting her eyes on my monster boy while I was effectively blindfolded was so erotic I could feel precum oozing out and dripping on my abdomen.

Although I could see nothing, when she reached across me to massage an arm, her nipple brushed my lips once. "Oh, Ben, I'm sorry. I don't mean to make this harder for you . . . so to speak," she added with a smile in her voice as she realized her double entendre.

"No problem," I croaked. "I didn't mind at all."

"Your self-control is admirable for a young man, Ben," Judy continued. "Most young guys would get aggressive when they are turned on as much as you obviously are. I appreciate your maturity. Stay still and I'll make the same 'mistake' again". She then intentionally brushed her breasts over my face and teased my lips with her nipples. I followed her instruction and stayed completely still, not even moving my lips or tongue to lick or kiss those delicious nipples. In a short time her breasts brushed the towel off my face, so I had a full view of the bountiful sight above me. Judy seemed intrigued with my ability to contain my urge to take control

Sitting up, she said, "Well, Ben, it looks like your body is pretty relaxed except for one part," glancing at my throbbing cock. "Would you like for me to massage that muscle too?" I was only able to nod my assent.

Judy straddled my upper thighs, put some massage oil on her hands, took my cock firmly in both hands, and began to stroke it with excruciating slowness. Each time her slick hands passed over my corona, I felt a spasm that brought me ever closer to orgasm. But she kept her motion slow enough that I couldn't climax. A few times she rubbed my cockhead over her puckered nipples, which were at about the same height. From my viewpoint, my cock looked huge against her petite body and slender hands. Only her ample breasts seemed in proportion.

"This massage doesn't seem to be relaxing your big muscle, Ben. Maybe I should stop," Judy said, teasingly. She knew I was getting desperate.

I shook my head no, terrified that she would leave me in this unbearable state.

"But wouldn't you be embarrassed if you had an orgasm now?," Judy asked. "After all, I'm your friend's mother. I don't want to make you feel uncomfortable."

"That would be OK," I croaked. "In fact, I really need it."

Judy seemed to contemplate this, continuing to slowly stroke my aching cock, precum seeping from the end. After a few more minutes of this teasing, Judy proposed, "I've noticed that you and Mike like to play competitive games would you like to make a bet with me?"

"What kind of bet?" I asked, worried about what torture she might have in mind.

"Put your hands behind your head. If I can't make you move your hands within thirty minutes, without hurting or tickling you, then I'll give you an orgasm. If you move your hands, you're on your own. Deal?"

"Deal," I said, not knowing whether I could withstand for a whole half hour the tortuous tension that Judy was so skillfully causing.

So the contest began. She stroked me close to orgasm several times, then sat back and watched my aching cock bounce in the air, seeking one more moment of stimulation.

After several minutes, Judy reached for her beer, which caused her breasts to sway enticingly just over my face. She stayed in that position a few moments, jiggling her breasts within inches of my hungry eyes. Her temptation was nearly successful, as I yearned to reach up and caress them.

Taking a sip of her beer, she said playfully, "Oh, how inconsiderate of me, having a drink without offering you one. But since you can't move your hands, how about if I let you lick beer off my breasts?"

With that, she poured some beer in a shallow saucer, dipped one breast, and brought the nipple to my mouth to suck. She repeated this several times, until my thirst was quenched but my lust was only intensified.

Returning to my genitals in seriousness, she spread my legs and sat between them. She grasped my scrotum just above my swollen balls in her left hand, squeezing just hard enough to extend them away from my body. She hooked her left index finger around the base of my cock. I didn't know then why she was doing this, but I soon found out.

By gripping with her left hand and slowly stroking my cock with her right hand, Judy was able to sense when semen was beginning to enter my cock and to feel the involuntary contraction of my balls as my orgasm neared. By stopping her stroking at just the right moment, she could bring me excruciatingly close to orgasm.

"You're a tough one, Ben. I have only five more minutes to overcome your self-control," she said tauntingly yet playfully. "Looks like I'll need to bring out the heavy artillery." With that, she stroked my cock until she felt semen begin to enter the base of my cock, and my balls tighten up. She stopped stroking immediately, keeping her left-hand grip. One small drop of semen oozed from the tip of my cock as I groaned in agony. Judy watched, entranced.

"All you have to do is move your hand to your penis and stroke it, and relief is yours in seconds, Ben" she taunted. "How about it?"

All I could do was make a guttural sound like "No." My tension was nearly unbearable, but I was determined to win this contest.

"OK, then let's try it again. Let's see how much pressure you can stand." She repeated the procedure, letting one more drop of semen emerge, her left hand sensing the exact moment for her right hand to stop stimulating me. I writhed in agony, thrusting my eleven-inch cock helplessly into the air, desperate for one more touch.

"Well, Ben, it looks like you've won the contest. But your reward will be on my schedule. I'll let you have a complete orgasm, but you won't know exactly when." With that warning, Judy repeated her teasing several more times over the next 20 minutes. Each time, I hoped desperately that this would be the time of my deliverance. Finally, she continued stroking slowly as I began to ejaculate. Then she plunged my cock deep into her left breast, rubbing it on her nipple as I unloaded spurt after spurt of hot semen directly at her nipple.

When I was totally spent, Judy said, "Relaxed now? Do I give a good massage?" I could only nod appreciatively with a smile.

As we lounged in exhausted silence, Judy remarked, "Now I know why Mike calls you 'horse'!"

END