Good Friends Mom

This happened the summer after I graduated from High School. I had just turned 18, and one of my best friends lived across the street from me. Jim was a year older then me and he lived with his mom, dad, and a younger sister. They were originally from North Carolina and his mom was in her 40's, an attractive brunette, and had that very sexy, soft southern drawl, and she was always wearing a dress. Just like Mrs Cleaver on Leave it to Beaver. She was a real Lady in that sense of the word. A few years earlier, Jim was the one that had showed me how to masturbate after I had walked in on him in his bedroom one time. His bedroom was the whole upstairs of the house and we would stash our dirty magazines under the floor in a closet. Our usual routine would be to go up to his bedroom (when no one was home) and get the mags out and we would both lay back on the bed and masturbate. Sometimes we would do it at my house too. Jim was somewhat of an introvert, and kinda quiet. His folks always had appreciated me including him as I was pretty out going and hung with the "in" group of kids.                               

On this particular day I remember that I was horny as usual and I thought I would go over and we would get the mags out and I could have a nice cum. I knocked on the door and Mrs E opened it looking as nice as always. She told me that Jim had gone with his dad to the store and would be back soon. She said that if I wanted to wait for him I could. I said I would and I went up to his bedroom. I found our stash of mags and layed down on his bed . After 15 or 20 minutes I was in dire need of a cum. I had been rubbing myself thru my gym shorts but I decided to slip them down so I could get a good grip. I was getting pretty close and I had completely forgotten about Mrs E when all of a sudden I heard her say, "I always knew that you 2 guys were doing this up here". I turned and she was looking over the railing at me. The stairs were carpeted and there was no door. So I never heard her come up the steps. She was only about 7 or 8 feet from me and I had no idea how long she had been there. At that moment if I could have jumed into a deep hole and killed myself I would have. I think my cock deflated in about 20 seconds. I tried to cover myself with both hands and I was never more embarrassed or shamed in my life. I tried to say something but all I could get out was I'm so sorry. She said to me in a very stern voice, "Don't say a word and don't you move".  She walked around from the top of the stairs and stood next to the bed. At this point I was almost in tears. She proceded to tell me that she had found the mags a long time ago and figured that we were masturbating. We also had a couple of cum towels that we stashed in the attic too. After a couple of minutes she sat down on the bed. Her voice softened a bit and said, "Look, what you 2 have been doing is perfectly normal for 2 young boys". " I just hope that neither of you turns out to be homosexual" (The word gay was not being used back then). She asked if I had ever been with a girl yet and I said no. Other then the usual kissing but nothing further. My cock by that time was as limp as a noodle. I had also said please don't tell my folks and I promise I won't ever do it again. She told me that Jim and his dad would not be home until later that night because they had gone to their cottage which was a couple hours away. She also told me that she knew I would want to wait and she had hoped to catch me masturbating. I was a little stunned because she was such a lady. She was sitting on the bed with one leg under the other and I had a nice view of her thigh. By this time, 10 or 15 minutes since she had caught me, I figured that she had not screamed or yelled or threw me out the door that she would just ask me to pull myself together and leave. She reached over and pulled my hands away from covering my penis. She asked a lot of questions, how often did I masturbate, what did I think of when i was looking at pictures....etc. She took my other hand anp placed it on her thigh and pulled her skirt up so I could see her white panties. I asked her if she masturbated. She said that she did. Her husband was 10 to 12 years older then her and she said that he could not always take care of her. By this time, because of the talk and looking at her white panties I was getting hard again. She was playing with my balls and stroking me. I asked if it was ok if I touched her. She stood up and removed her skirt but sat back down with just her panties and bra on. I could see her dark bush thru and curling around the sides of her panties. Her skin was so soft and my hand started to rub her pussy thru her panties. Needless to say with her stroking and me playing with her pussy thru the panties, I was so turned on and was ready to cum. I told her I was gonna cum and she said lay back I will finish you. I exploded. I came so hard I was shooting it all over. I had never been so turned on in my life. When I was done cumming, she wiped it up in her hands and continued to play with my cock and balls. I asked her if I could rub her and help her cum. She stood up and took off her panties, which were wet, and she layed down next to me. I layed on my side and she took my left hand and showed me how to rub her pussy. She was so wet. My cock was rock hard again. After 2 or 3 minutes she started breathing real hard and moaned out that she was cumming. I can't explain how turned on I was and the fact that I helped her cum, made me feel great. She noticed how hard I was again and she asked me to jack off for her so she could watch. She sat on the bed and played with her pussy and I think I came again in about 3 minutes. No, we never had sex either. She made me swear not to tell anyone and I never did. Obviously, she never did either. I was always hoping it would happen again but it didn't. Jim and I would still get together and jack off once in a while but we both went away to school and that ended all that. Mrs E would smile and wink at me when I would see her but nothing else was ever said. A great memory that will still get me off today.