This happened years ago when I was in my early 20’s. My best mate at the time was a lad called Jamie, he was my age and we had been close ever since we were kids. As a consequence I knew his mum Lyn very well. At the time she was in her mid 50’s, had short blond hair (a bob I think they called it), she was quite short, and was a little chubby but not too bad. He breasts were quite big but I rarely ever noticed them as she wore really old fashioned clothes. He skirt went down to her ankles and she was obsessed with cardigans! Not very sexy I know. Lyn’s husband Richard was an engineer and travelled around the world as a consultant. Unfortunately for Jamie and his mum they hardly ever saw him and whenever I went round you could tell he was missed hugely. It was my day off from work and decided to call on Jamie to see whether he wanted to do anything. Lyn answered the door, pleased to see me. She invited me in and said that Jamie shouldn’t be too long, he had just popped to the corner shop. I sat down whilst she put the kettle on and we started chatting about all sorts. I felt really comfortable around her and could literally talk to her about anything. Time went on and there was still no sign on Jamie. Lyn decided to ring his mobile and when Jamie answered he explained that he had met up with Sally (his girlfriend) and that they were going to watch a film. Lyn told me and apologised for wasting my time. She then went on to say that she was a little jealous that Jamie had a partner to spend time with. Richard had been away for almost 2 months and she admitted that she was getting very lonely. I could tell that she was a little upset and I moved my chair round to where she was sitting and put my hand on her leg. I was pretty awful at comforting people, I never really knew what to say or how to act. She actually started crying when I touched her! She kept apologising to me. All I could say was that’s ok, we all need someone. I then decided to give her a hug. We must have shared a hug for a couple of minutes whilst she tried to sort herself out. She then started to pull away and we looked at one another. It was really awkward, we kind of just stared at one another for a moment and then all of a sudden I kissed her on the lips. To this day I don’t know what possessed me to do it! It was an automatic reaction. It was only a peck and I said sorry straightaway. I was going all red, i couldn’t believe I had done that. Lyn smiled and said that’s ok, it had been a while since a man had kissed her. There was another awkward silence. I stood up and said I should go. She stood up and grabbed my hand and said “please don’t leave me.” I turned round and she moved in closer and before I knew it we were having a proper kiss this time! Being a young lad my hands were all over her. I rubbed her bum before giving it a hard squeeze. She seemed to enjoy it and let out a happy squeal. We both laughed and it wasn’t long before my hands were gently rubbing her large breasts. Meanwhile she was slowly rubbing my crotch which really got me excited. “I can’t believe we’re doing this” I said. “This is between you and me. Ok?” she said. I nodded and she grabbed my hand and led me upstairs to the bedroom. I couldn’t believe I was doing this! Jamie would literally kill me if he knew what his mother and I were up to. Admittedly there was a part of me that felt incredibly guilty. Was I taking advantage of her? Her husband was out of the country, she hadn’t had any in months…maybe she was just using me. Either way I didn’t really care too much. It had been a while since I had last had sex and the prospect of having sex with a mature woman had always turned me on. She removed her cardigan (thank god) and threw it on the floor. We started kissing again and fell onto the king size bed. The thought of doing it in the same bed as where Richard and her did it turned me on. If only he knew what his wife was up to! Bad I know, but at that age you’re just happy you’re having sex. Your morals return the moment you cum. I had by now completely stripped off apart from my boxers. Lyn stood up and did a slow striptease me (that wasn’t at all awkward). She returned next to me on the bed and started kissing. Her hand wandered down my chest and started groping my cock that was desperately trying to escape the clutches of my briefs. “mmmmm it’s been a while since I’ve had a nice hard cock.” she whispered. She slowly made her way down, kissing my chest on the way before removing my pants and releasing my throbbing dick. She smiled excitedly and wrapped her hand around it. Lyn then leant forward and began to smell it. She took several deep breaths, almost savouring the moment. She then looked up at me, and without breaking eye contact slowly took it in her mouth. It felt incredible and I really had to concentrate to stop myself from cumming. Just the sight of this mature woman seductively giving me head was such a turn on. Her lips were wrapped so tightly around the head that it was a real struggle not to shoot my load right there and then. After a couple of minutes of hard sucking she decided to play with my balls. She gave them a few hard pulls which actually hurt but then started to lick them gently. It felt amazing and I didn’t want it to end. Lyn eventually returned to me at the head of the bed and we once again had a long sexy kiss. I could actually taste a bit of myself on her lips. That was actually quite a turn on…I don’t know why. I then went to work on her large breasts. To be expected from a woman of her age they were definitely sagging quite a bit. But I didn’t care. Licking and sucking those tits is still one of the most horniest moments ever. There’s something about a mature ladies breasts which are sexy. I’d have them over a young set any day, that’s the god’s honest truth. Lyn let out a little squeal when I bit hard on her nipples (a little payback from earlier when she pulled my balls). My hand made its way down to her cunt. I needed some of that mature pussy. She wasn’t shaven, she had a really thick bush which turned me on to no end. I stroked her pubic hair before finding her 55 year old lips. I was surprised to discover how wet she was. I didn’t really know what to expect. I thought she would be a little dry…that sounds weird I know but to have a mature woman this wet? It just took me by surprise. I started to finger her fanny when she stopped me. She told me to lie down and then she straddled my naked body and quite literally sat on my face. Her cunt stunk, I’m not kidding either. It wreaked but at the same time I just didn’t care. I was so turned on that I would have found anything sexy. She then started to grind quite aggressively into me. I took a big gulp of greyish/blond pubic hair and did my best to pleasure her. I must have been doing something right because she was moaning quite loudly. I had never heard her swear before, in fact swearing in her house was banned. Jamie use to always get told off for swearing. But when I was eating her smelly pussy she was f’ing and blinding constantly. I tried to reach up and grab her breasts but she pushed my hands away, she then grabbed the headboard and really started fucking my face. Admittedly it hurt as all of her body weight was being forced down onto my face. She was beginning to sweat now which didn’t add to her scent. She eventually got off me which was a relief and lay back on the bed. “fuck me sweetheart.” She said. I didn’t need telling twice. “where does Richard keep the condoms?” I asked naively. She laughed “I don’t think I’m going to get pregnant. Now hurry up and get in me.” She blew me a kiss. I was a little apprehensive. I am a bit of a germaphobe and had never done it before without a condom. But quickly came to my senses and positioned myself above her. I entered her 55 year old fanny slowly. It was so warm and felt amazing without a condom. I slowly prodded her and then went in balls deep. Lyn pulled me close to her and we started kissing. She was tasting her own juices on my lips. We started fucking slowly missionary style. Her cunt wrapped around my young cock felt amazing. I wasn’t going to last long at this rate. I thought I might as well fuck her hard before the inevitable. She started moaning as I quickened the pace. My long deep thrusts seemed to please her. I sucked on her breasts whilst I felt myself near the end. “is it ok if I cum in you?” I whispered. She smiled and nodded. “of course honey, I want your seed inside me.” She then bit my lip which fucking hurt. I gave my last few thrusts before I shot my hot sticky load deep inside her mature fanny. I let out a loud scream as my cum filled her up. She grabbed my bum and pulled me tightly onto her. As if she wanted every last drop inside her. My body twitched slightly as I continued to ejaculate. I then collapsed exhaustedly onto her. We lay there in silence for 5 minutes or so. Not saying a word to one another. It was a really erotic moment. I had just had my way with a mature woman…my friends mum! I couldn’t believe it, but it had felt so right. We shared another kiss and I still couldn’t keep my hands off her. We eventually tidied ourselves up, got dressed and I then left. Whenever I went round there after that day there was always the knowing smile and quick grope when Jamie wasn’t looking. I went round a few times to “call on Jamie” sadly a lot of the time he was never at home! Funny that.