Caught in Panties

When I was 20 I had just moved into my own apartment. It wasn't much but it was my own place. I lived on the 2nd floor of a house and the landlady, Sarah, was an older attractive looking lady who lived on the 1st floor. Sarah was in her late 30's/early 40's, about 5'7", maybe 140 pounds or so with long dark brown hair and hazel eyes. All in all she was in very good shape with perky small breasts and always dressed very conservatively. She reminded me of an elementary school teacher. She was always very polite, very business like, and had a great personality. I'd help her out around the house taking care of the lawn in the summer and shoveling snow in the winter and she was always very grateful. All and all we had a great tenant/landlord relationship as I always paid the rent on time and she was happy that someone else was living in the house and that she wasn't alone.

For the first year or so life went on as normal. I'd work long hours every day during the week and a lot of times would just lounge around the house on the weekend until meeting up with my friends or girlfriend Friday or Saturday nights. Occasionally my girlfriend would stay the weekend which always turned out into a weekend of being lazy and horny. My girlfriend Charlene was your typical smokin hot 19 year old with a libido that never quit. There were times that I was more tired after a weekend with her then a whole week of work.

This one Monday I was really tired and called out of work just to sleep in and relax. It wasn't until midday that I rolled out of bed and decided to have my first cup of coffee. I sat on the living room sofa and turned on the TV. I was really disappointed at the crap that was on. Boring news, talk shows and soap operas. I was feeling kind of horny and decided to put some porn on. It didn't take long for my cock to start tenting out the boxers I had on and started getting into the swing of things. I ran to the bedroom and grabbed a pair of my girlfriends panties that I loved to masturbate in. I slipped them on and sat back on the sofa rubbing and teasing my cock through the panties.

My cock was rock solid and straining against my girlfriends silky red boy short panties. I couldn't help but love seeing my cock tenting them out and throbbing as I traced the outline of my cock through them. I just kept looking at my cock trapped in that tight red silky fabric and listened to the moans and groans of the porn in the background. Things started to get really worked up as I could feel myself getting close. The panties started to get wet from all the precum I was leaking and my hand would slip into the panties to scoop some out and taste it. I was so involved in my session that I never noticed that Sarah had come up to my apartment and was standing at the living room doorway watching.

She stood there leaning against the door way, one hand cupping her perky breast through a button up blouse and the other hand pressed firmly against her long skirt between her legs. There I was wearing only my girlfriends red little panties and a smile, rubbing away edging and almost ready to orgasm. I heard the moans and groans growing louder on the TV and opened my eyes to see if a cum shot soon. I was a stroke or two away from blowing my load when I saw Sarah standing there watching. Aside from being startled by her being there it felt like a mountain of embarrassment just landed on top of me. I quickly tried to cover myself up but there wasn't anything around except for my hands.

I realize that this was my apartment but felt weird being so exposed in front of her. She quickly apologized for being there unannounced and started to say how she didn't see my car outside and heard noises upstairs. She continued that when she walked up to the doorway she was shocked and in awe and couldn't move. That she was mesmerized at the sight of me in a pair of panties and masturbating so freely. I started to tease her and tell her that it looked as if she was getting into some masturbating too. She folded her arms across her breasts when she saw me staring at those erect nipples that jutted out through her bra and blouse. I asked her not to cover them up at this point. What's the use I asked her? Meanwhile my cock is rock hard and throbbing in the panties. My balls aching as I was so close to cuming.

I could see her eyes kept moving off my pantied cock every time I looked at her and her cheeks flushed with embarrassment now too. She apologized profusely and I kept telling her that it was OK but she kept saying how sorry she was for just walking into my place. I grew bold now seeing how this confident older professional woman seemed very timid and nervous. I asked Sarah to have a seat next to me and that we might as well finish what we started. I mean after all Sarah, we are way past the professional stage of things and onto more personal and lustful thoughts. Sarah slowly walked over to the sofa and sat down slowly. Her eyes glued to my cock as my mind was racing as to what she had on under her skirt and blouse.

I asked Sarah if she would like to make herself more comfortable and how it was only fair that I see what she looks like in panties as she has now seen me. Sarah blushed even more, as if I thought she could even get redder and started to unbutton her blouse. I leaned back and turned towards her slightly and watched her slowly open and remove her blouse exposing a very sexy white lacy bra. Her areola were puffy and her nipples like pencil erasers. She started to fold her arms in front of her and I asked her not to. She lowered her arms and reached behind her to unzip her skirt. She lifted herself off the sofa just enough to squirm out of her skirt and let it fall onto the floor around her ankles. Her panties white lace panties matched her bra and she looked amazingly sexy.

She didn't say very much, just sat there watching me as I brought my hand back to my throbbing cock and started rubbing it through the red panties. I could see her hips shifting around as she squirmed beside me, Her thighs squeezing together. She let out a very soft sigh as she reached up and started to rub erect nipples. I asked her if she wanted to touch herself and she silently nodded as her hand slid down between her breasts, across her stomach and down to the front of her panties Her fingers started to rub herself through the panties and her legs opened slightly as she pressed her fingers harder.

I moaned out her name and told her how badly I wanted to masturbate with her right now. I could see the look on her face change. She no longer looked nervous but very open and excited. As I slipped my panties down to let my cock spring out she gasped at the size and slipped her hand into her panties while she kept playing with her nipples. As I slid my panties down to my ankles and stepped out of them Sarah did the same. My eyes opened wide when I saw a perfectly smooth pussy with a large vulva. She opened herself up with two fingers and started to run a third finger up and down across her clit. Sarah seemed to be very conservative but at this point she didn't seem to have a care or any inhibitions. She worked her finger faster and harder against her clit and i could smell the room fill with her scent as she became wetter and wetter.

At this point I reached behind her and unclasped her bra, peeling it off her shoulders and removing it. Her breasts were so perky and firm as I reached over and cupped one of them. When my fingertip grazed her nipple she moaned loudly and worked her hand faster. I started to tweak her nipples, pinching them harder as she moaned louder. I was pinching hard and pulling on her nipple when she let put a scream and brought herself to a huge orgasm as I watched her pussy squirting. Sarah came very hard and violently as she thrashed around. It was so hot watching her climax. I just kept rubbing her nipples and tracing my finger around her areolas as her panting turned into a heavy breathing watching her come down from a huge high.

As soon as she caught her breath she looked at me, smiled and made me swear never to say a word of this to anyone. I nodded and said that I would keep this our secret and she leaned over and took the entire length of my cock into her mouth. I leaned back and loved the feeling of her mouth on me. She worked her mouth up and down and every third or fourth stroke of her mouth, my cock disappeared into her throat and her lips squeezed tightly around the base. It didn't take long for me to orgasm and Sarah took every drop of that huge load. She kept licking and sucking until I was completely clean, sat up, kissed me deeply and shared some cum with me, then grabbed her clothes and went back downstairs.

My mind was blown away at what just happened. We never talked about what happened over the next few weeks and then I was pleasantly surprised when she asked if I wanted to stop in for a cup of coffee one Saturday morning. When I got downstairs she handed me a pair of her panties and asked if I would like to change into them as she got the coffee. Needless to say, I did, and we never got to drink that coffee. This went on almost every other week for several months until I had to move as my company was relocating.