This story is pure fantasy, I made it up as I went along. Enjoy!

My moms friends name is Kate and she is one beautiful woman. She was 42 (younger then my mom) and had the nicest set of tits I could imagine of. Big, round, a handful. Her ass was amazing too (I’d only be able to see it when she wore tight clothes). I fantasized about her all the time.. I’d take her bra’s & panties and jerk off into them… I’d even take her dirty panties out of the laundry and sniff them… I loved her scent. She was single and moved in with my mom after my dad passed away to help her out.

I had recently came back from Afghanistan, and come back home to stay with my mom.

One night, my mother said that she and Kate were going to go out to relax and unwind after a long day at work. She took her shower, and got dressed. She wore a semi tight dress that came just above her knees, with a pair of black flats for shoes. Kate wore a tight dress which I loved and black heels.

Off they went to wherever it was that they were going and I was home alone to watch the house. I turned on the TV and found Family Guy on. I watched & laughed to the things I found funny. Soon, the episodes ended and some other show came on that I wasn’t interested in.

I went downstairs and made myself something to eat. I started to think to myself if I should take a trip to Kates room and see what I could find, but I decided against it, went down to the basement and powered on my PS4. I played numerous games and when I looked at my watch it was 11:15.

“Damn! I’ve been playing this long? They must be home by now,” I thought.

I went upstairs and everything was still quiet, maybe they had come home and gone to sleep. I went up to her bedroom and it was quiet & dark, I opened the door slowly and peeked in. They still weren’t home! I got excited because I knew I’d be able to go thru Kates room to find some stuff for tonight.

I started in her laundry basket where I found the days panties, they were briefs – not super sexy but what made them sexy to me was her scent in them. It drove me wild and my cock jolted to life. I took a whiff of the crotch area and my cock started to throb. Instinctively I grabbed my crotch and started to rub, all the while inhaling more of her sweet scent. I stopping smelling them and went to her panty drawer. There I found a multitude of her panties, ranging from “granny panties” to sexy Victorias Secrets, to Fredericks of Hollywood. I didn’t know Kate wore those!

I grabbed 2 at random and grabbed 1 more from her laundry basket and headed to my room. I closed the door, got undressed and got into bed with all 4 panties. I hid the 2 fresh ones in my night stand and laid down with the 2 from her laundry basket. I started to stroke my cock and inhale her scent. After I few minutes I felt climax coming. I laid out 1 with the tip of my cock ready to blast into the crotch area and continued to sniff & stroke. I stroked until I couldn’t hold it back any longer.

“ahhhh Kate!!!” I yelled as I came into her dirty panties. I bundled them up and threw them into the corner – I’d throw them into the laundry tomorrow with my clothes.

They still hadn’t arrived home yet, so I decided to go to sleep.

I woke up with a start, mom was saying for me to wake up.

“Give me a few more minutes mom” I mumbled,

No, get up now” She said as she pulled back the blanket, which uncovered my morning hard on.

“Shit, Mom, I’m sorry!” I said as I covered myself quickly

“What?” Mom hadn’t moved. She looked to be lost in thought.

“I forgot I was naked,” I said, hoping she hadn’t seen her panties there.

“Oh. That.” She finally came back to and sat down on the bed. She put her hand on my stomach – dangerously close to my still rock-hard cock, I thought.

“Honey, I’ve seen everything there is to see on you… although, not for a while, I admit. You’ve… um, been developing nicely, I see. Nothing to be embarrassed about.” she said.

“I’m embarrassed that I was in front of you with a hard-on.” I said, “Wouldn’t you be?”

“I guess I would be, but not for too long,” she replied then asked, “anyways, whose panties are those? Did you have someone over last night?”

“No, I didn’t have anyone over” I answered

“So whose are they?” She asked again with an annoyed look

“Nobodies,” I said feeling myself get red in the face

“They’re mine aren’t they?” She asked, rather stated.

“No” I said.

She jerked back the covers again and grabbed them.

“These are Kates!” She yelled at me

“I’m sorry but I can’t help it!” I said, “She is hot and you know it!”

She gazed at my softening cock and said: “You jerk off into these, don’t you?”

“Yes,” I said sheepishly

“Where are the ones you came into? Because these aren’t the ones.” She stated

I pointed to the corner. She got up, walked over and picked them up, scoffed and said “I should tell Kate but I will be nice and won’t. But, if you really like her, take her out to dinner or something”

“Really? You think she’d accept?” I asked in disbelief

“Yes,” my mom answered, “She always tells me how handsome you are.

She left the room and I got ready to shower. I turned on the water and waited till it was warm, got in and pulled the curtain closed. I started soaping my body up when I heard the door open. It wasn’t uncommon for my mom to use the bathroom when I was in the shower, she didn’t care since the curtain was closed.

“Mom,” I asked, “Wondering if you’re making breakfast or should I grab some from the bagel store?”

“It’s Kate hun, not your mom” I heard. Kate?! I didn’t know she was ok using the bathroom while someone was in the shower, but I guess she did it when I wasn’t home.

“Oh, sorry Kate, I didn’t know haha” I laughed

I heard the toilet flush and the door close. I finished up my shower, got out, dried off and got dressed. I went down to the kitchen where my mom was packing her lunch for the day. Kate came down and joined her. They finished up, said goodbye and went off to work.

It was Friday and they didn’t work tomorrow so I thought that it would be a great time to ask Kate out on a date but I was nervous to do so. I went on the internet, sent some applications for jobs and went down to the basement to play video games. Before I knew it my mom & Kate were home from work, so I went upstairs to greet them.

“Hi Mom, hi Kate” I said.

They both said hi back and thats when I got the balls to ask.

“So, Kate, umm, I was wondering if you’d like to go out on a date tonight?” I asked

Both she and my mom looked at me with surprise.

“Beth,” she said to my mom. “your son is hilarious.”

My mom told her I was serious to which Kate reluctantly accepted. She went upstairs to shower and I stayed with my mom.

My mom told me she would go upstairs and tell Kate what to wear since Kate didn’t really go out on many dates. She also told me to get condoms in the case that we would have sex and that my mom would come home 2 hours after we did, so I would have to text when we got back home.

Roughly 40 minutes later my mom came down with Kate, wearing a different tight dress and heels. Her makeup was done, but I don’t really care for makeup. She smiled at me and said “Let’s go”

I opened my truck door for her and closed it once she got in, I got in & fired it up and off we went. We arrived at a nice Italian restaurant 15 minutes later and we were seated almost immediately. The waiter came over shortly and took our order.
We chatted about random things, about our lives, about the military, politics and relationships & soon we finished and I paid the check.

We left and went out to the parking lot, I lit up a cigarette and started to smoke. Kate surprised me by asking for one. I handed her one and lit it for her, we laughed and talked more and smoked together. We finished and started heading back to my truck. I felt a hand grab my ass and squeeze. I heard a “mmm” from Kate. We got to my truck and I opened the door for her. She got in and I closed it. I got in and started it up. I drove around aimlessly as we talked and listened to the radio.

“Turn down the next road,” Kate said suddenly

“Why? You want to go somewhere?” I asked

“Just do it, trust me,” She said.

I turned and started going down the road, it was relatively straight and there were a few houses on both sides.

“Pull into the next driveway,” She said

I pulled into the driveway, half expecting someone to come out with a shotgun, but the house looked dark, empty. Kate got out and hopped into the back seat. She told me to join her, so I shut the truck off, hopped out and got in the back with her.

I leaned in and kissed her, she didn’t even hesitate – she kissed me right back, grabbing my back and pulling me in. We made out for a few minutes before she unzipped my jeans, and slid her hand into my pants. She gasped when she grabbed my cock.

I started to run my hands along her body and decided to run my hand up her legs to her crotch. It was on fire, warm as fuck, I could feel wetness on her panties.

I pushed her off and laid her down, lifted her dress to find really sexy panties. I licked them, then pulled them sideways and licked her pussy. She moaned. I sucked on her clit and she gasped.

I pulled her panties off and dropped them on the floor, I kissed her and she pushed my jeans off, exposing my hard cock. I reached for a condom that was in my pocket but was pulled back to kissing.

“No condom,” She whispered, “I want you… skin to skin”

I was surprised but agreed, sex felt a lot better without rubber between you. I slid into her and she yelled out in pain. I felt something weird and stopped in shock. I just took her virginity I thought, can’t be she’s 42…

“Did I just do what I thought I did?” I asked shocked,

“yes,” she answered, “i was a virgin”

I kissed her softly and started to fuck her. The truck shook back and forth as I laid the law on her pussy. She moaned and groaned and orgasmed multiple times.

She told me to stop and sit back. She got up and sat my cock and started to ride me… “damn! she must watch a lot of porn” I thought

She orgasmed 1 more time before I felt mine coming. I let her know.

“unhhhh yes Kate, I’m gna cum baby!” I said

“Cum inside me hun, please,” She said

I knew I shouldn’t since my mom told me to bring condoms but it was Kate, I wanted to fill her up with my cum.

I grabbed her hips, held her in place and started to thrust as cum started shooting out of my cock into her pussy. she started to ride me, draining my every last drop of cum

“Damn Kate, you’re fuckin amazing!” I said

She laughed and said “No honey, you were”

We got dressed and started to drive home. As we, drove I texted my mom that we had sex in the car so she could go back home.

Suddenly Kate said; “I know you’ve been taking my panties.”

I felt red like a sunburn hit me. “Honestly, yes I have been, and well, it will stop now.”

“Oh yeah?” she said, “why’s that?”

“Because I want you to be my woman.” I said.

She was shocked, couldn’t say a word. but she mustered out a “yes, I will be your woman”

We got home and she went upstairs to shower. I spoke with mom and told her all that had happened. She wasn’t happy about the raw sex & the insemination but accepted it. She said she might even be a grandmother soon with a laugh.

Thank you all for reading! There may be a part 2 shortly. Again, this story is fiction – it was made up as I went. None of this story is true.

Feel free to rate the story & comment on it!

Thank you!

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