There I was, sitting in my best friend Frank’s bathroom, masturbating. It was about midnight and I was wearing a pair of his sister’s lacy black panties and I was yanking my cock around the fabric. I was only 16 at the time, and I was as horny as any 16 year old boy. I found those panties on the floor of the bathroom and I just couldn’t help myself. I was pulling on my dick furiously and just as I started cumming, the door started opening.

My name is Liam. I’m about 5′ 11” and weigh in at around 140 pounds. I’m a pretty lanky guy and I’m not really sure where all of the weight is centered. I have no ass but I have a nice 10 inch cock. (I measured it about a year ago.) My dark brown hair is usually a little messy but straight and my big blue eyes make some of the girls my age go crazy, but I was still a virgin at that time.

And then she looked in. Not Frank’s sister. His mom.
His mom’s name is Paula. Paula was 51 years old, was about 5′ 6” and looked to be around 200 pounds. Paula was not a small woman. Paula was the last person I wanted walking in on my jerking off. Her hazy blue eyes looked shocked but distant, no doubt a result of the medication she was always on for her back problems. Her thin blonde hair fell down the side of her chubby, wrinkled face in waves and stopped at her shoulders. Her full lips were parted in shock, displaying her small tongue. She was wearing a thin white nightgown that showed more of her wrinkled, saggy DD breasts than I wanted to see. It had slits up the sides, which were rather revealing on a gown that already ended mid-thigh. She was obviously not wearing a bra, and her nipples were rock hard. Her pale white skin was covered in freckles or liver spots, and her thick arms and legs both sagged slightly.
“Oh god,” she said softly before shutting the door.

And that was it. She didn’t say anything to me that night or the next morning. In fact, I went over to the house regularly for quite some time without her saying anything. It wasn’t until that Tuesday.

I had opted to skip school that day and, as I often did when I had nothing better to do, I went over to Frank’s house. I never call when I go over to Frank’s. Hell, I don’t even knock. Frank’s house is like a second home to me and nobody minds if I just come and go as I please. I went over in the morning, around 10, and I knew Frank would be at school. I was just planning on playing video games or something until he got home. I let myself into the house and began making my way down the hall to Frank’s room when I stopped. I heard a soft buzzing sound coming from the other direction. I turned around and looked at Paula and her husband’s bedroom door. Slowly, I pressed my ear against the door and I could hear a soft buzzing sound and someone moaning softly. I felt my face flush and I quickly jerked back. Paula was totally masturbating! I couldn’t believe it. The door was slightly ajar, so I tried to peek inside and then the worst thing that could have happened happened. I put too much pressure on the door and it swung open.
There she was. Paula was lying there in her bed in a bright yellow spaghetti strap dress. She had once again decided not to wear a bra, and in this position one of her tits was spilling out the side of her dress, revealing one of her large nipples. Her dress was pulled up and left bunched around her stomach, so I had a very unobstructed view between her large thighs. Her legs were spread apart wide. She was wearing a cotton white thong with pink hearts on it, although it had trouble containing her dirty blonde bush, which bulged out of the top and sides. There was a soaking wet spot right below her clit, which she was pressing with her long pink vibrator. The thong looked a bit silly on a woman her age, but I had an erection I couldn’t explain. I thought Paula was disgusting, but the bulge in my running shorts said otherwise.

We locked eyes for a full three seconds, both of us too shocked to move or say anything. Paula was the first to break the silence. “Liam, can you give me a minute? Just wait in the kitchen, I’ll be out in a second.”
I gulped softly and nodded. I turned around, walked to the kitchen and waited. After a couple minutes, Paula came out. She had an odd smile on her face and her eyes had that glazed look in them from her medication. Walking up to me, she began to speak
“Alright honey,” she said softly, “You interrupted me and that doesn’t make me very happy.” She was in front of me and she softly took my hand. “Now you’re going to have to help me out.” Shocked, I opened my mouth to protest, but she put her finger over my lips. “Remember that night? When you were jacking off with my daughter’s panties? If you don’t want your parents hearing about that, you’re gonna do what I say.”
Fuck. I shut my mouth and nodded. She smiled and slowly led me into her bedroom. She shut the door behind her and locked it this time.
“Alright,” she said, “Take off your shirt and lie down on your back.” I nodded, adrenaline flowing through my body. I quickly took off my shirt and laid down on the bed.
Paula then reached up under her dress and slowly pulled off her soaked panties. She threw them aside and smiled mischievously at me. As she climbed onto the bed, she pulled up her dress to reveal her hairy twat. It looked like it hadn’t seen a razor in years. Her dark aging lips were hardly visible under all of the dark blonde hair, but I was about to get a close look at them whether I wanted to or not. She straddled my chest and began to drag her vagina up to my chin. She then lifted up her dress further and threw it over my head. I could see her large stomach, which was almost resting on my chin. There were dark stretch marks that contrasted Paula’s otherwise pale skin. She then lifted her body up and spread her pussy lips apart before placing her hairy cunt on my face. It smelled awful and tasted even worse. I gagged a little when I heard her speak. “Liam baby,” she moaned softly, “Eat up.”
I groaned quietly before opening my mouth wide and putting my tongue on her clit. She instantly responded with a moan, and vigorously began grinding my face. Her smelly twat ground against my tongue and nose over and over. The taste was unbearable, but I kept going. She was moaning loudly, lifting her dress up over her head and throwing it aside. My tongue slipped off her clit and I shoved it inside of her, hoping it wouldn’t taste as bad. Unfortunately, it was much worse, but she obviously enjoyed it. She began hopping up and down on my tongue like it was a dick, and I could feel her flabby ass slapping against my chest with every bounce. My nose was grinding into her clit and her large pale stomach was bobbing against my forehead. Despite all of this, I could feel my cock get harder than it ever had before. Finally, she stopped bouncing.
“I have an idea,” she said mischievously. She looked down at me and winked before lifting herself off of my face. I was incredibly relieved until she revealed her new plan. She straddled me facing the other direction, her flabby white ass thrust into my face. The cellulite stood out as she thrust her ass backwards. She grabbed her ass cheeks and spread them apart, revealing her asshole. It looked looser than I’d have expected and it was covered in the same dirty blonde hair that her pussy was. She slowly lowered it onto my face and let go of her ass cheeks. They softly slapped my face. “Alright, it’s time for you to eat Paula’s asshole.”
I was horrified. She seriously wanted me to lick her asshole. When I hesitated, she pressed all of her weight down on my face. I was being smothered by her fat ass. I opened my mouth quickly and began licking the rim of her asshole, hoping that she would let me breathe. When she didn’t, I shoved my tongue inside her ass. This made her moan and begin grinding her ass around on my face. It wasn’t incredibly comfortable, but it gave me room to breathe.
“Well, it looks like someone likes tongue fucking Paula’s asshole,” she said smugly. I felt her unbuttoning my pants and running her acrylic nails along my cock through my boxers. I could feel the precum leaking out of me. Slowly, she pulled my boxers down until my dick popped out. She was grinding her ass in circles on my face, moaning loudly while she played with my cock. She spit on the head, and then slowly ran each hand down my shaft one after the other. It was the most incredible feeling I’d ever experienced. I was gonna cum. I reached up and grabbed Paula’s thighs hard, pulling her ass into my face as I climaxed. After the first spurt of cum, I felt her lips on the head of my dick. She took all of the cum in her mouth and then dismounted my face. Paul looked me in the eyes and stuck out her tongue, revealing the cum I had filled her mouth up with. She then drew her tongue back into her mouth and swallowed hard.
“Well, wasn’t that pleasant?” She smiled fiendishly. “I came at the exact same time you did. Unfortunately for you, I always need to pee after I cum. And since I swallowed yours, I believe it’s your turn.”
I must have looked shocked, so she just mounted my face once again, this time lifting up her belly fat so she could see me. She had me put my mouth around the opening of her cunt and began to piss. It was hot and tasted disgusting, but I swallowed as much as I could. I couldn’t handle it all though, and it began leaking out of the sides of my mouth. When she was done pissing, she looked down at me. “You’re going to have to clean me up,” she said bluntly. I groaned as I began running my tongue through her pubic hair and vulva, trying to lick all of the piss off of her vagina. I pushed my tongue into ever crevice made by her vulva, until finally, she was satisfied. She dismounted my face and laid down on the bed next to me.
“We’re done for now sweetie,” she whispered quietly, “but I may be back for more. And if you ever wanna have some fun, you let me know, alright?” I gulped softly and nodded. I was disgusted by her offer, but some part of me knew that I’d be coming back for more