It was summer college holidays and everyone was off on some sort of vacation. Being at home I decided to go out visiting and ended up at a friend's place. His mom answered the door in black a sleeveless tank top and black gym tights that ended half way between her knees and ankles showing a bit of leg. She must have been in her mid to late 40's but the gyming she did meant she had a hot body for her age. I had always found her attractive and her legs were looking awesome in those tight gym tights. Her thick tanned muscualr calves shining and smooth were visible. The shape of her thick thunder thighs showing and her big tits protruding out of her top. After a quick greeting she told me that my friend was away on holiday and invited me in anyway. As I followed her into the kitchen, where she was making a snack for her after gym my eyes fell on her big sexy ass as it swayed all the way to the kitchen. Her big ass looked good in those tights. I realised we were all alone, this was not the first time though. There have been many times keeping her company just after gym. She always looked sexy but this time my cock was rock hard in seconds. Watching her ass as she finished making her snack she offered me a snack, but I took this as my que. I moved up behind her and wrapped my arms around her waist grinding my erection against her ass. "I'll have desert instead thanks". She turned her head with a smile on her face and placed her hand on my cock and began to slowly massage it over my trousers. "It's about time. I noticed your excitement everytime we were alone but you never did anything". All those times I massaged her feet after gym I wanted to but was always too scared, but right now I just wanted her. I leaned in and kissed her thick lovely lips sliding my hand down her tights. My hand began massaging her pussy and she let out a sigh. I pulled her tights down to her ankles and continued massaging her pussy focusing on her clit. I could tell she was enjoying it with her moaning. I turned her around my hand still massaging her pussy which was now wet. She undid my pants and dropped them along with my underwear to my ankles. I stepped out of my them and felt her hand on my cock which made it jump a little. Her hand felt so good on my cock. I kissed her again, ramming my tongue into her mouth and we kissed passionately for what seemed like ages. Our tongues dancing in each others mouths. I lifted her onto the kitchen counter and slid her tights off over her feet and removed her shoes. I began licking her ankle and moved my tongue all the way up her sexy legs, the legs I've fantasized over for so long. With my cock now at full strength I began sucking her inner thigh as she moaned with delight. I slid my tongue over her pussy and she let out a scream. I began licking her her pussy pulling her lips apart and licking the lenght of her pussy. She was going wild and she started rubbing my cock with her feet. She took it between her toes and began massaging it. This drove me wild and I pulled her off the counter and mounted her on the floor. I drove my cock deep into her pussy and she let out a loud yell. I began riding her wet pussy her moans turning to screams as my fully erect penis drove in and out of her. I pulled her tank top off revealing her huge tits and my mouth dived into them. I pulled one of her erect nipples into my mouth, my cock still pounding her delicious pussy. Just as I felt the urge to cum I pulled out and straddled her chest. I slid my cock between her big tits and wrapped them around it. I began thrusting between her tits. I moved off her tits and slid my cock into her mouth. She ran her tongue all round my cock as I slowly began driving it in and out her mouth. Her warm tongue on my cock made it pulsate with the excitement it brought. I began riding her mouth harder and harder till a little bit of cum escaped into her mouth at which point I pulled out. She licked the little bit of cum left on my cock and got up off the floor. I bent her down againt the table her back to me and began rubbing my cock against her naked ass. She was again moaning with delight and not wanting to lose the moment I grabbed the cooking oil on the counter next to us and began lubing my cock and her ass up with it. I slowly slid my cock up her virgin ass and she let out a scream. I began to slowly move up her ass until my entire shaft was covered by her beautiful sexy booty. I then began to slowly ride her ass while her screams got louder and louder. My hand moved up her silky thighs to her pussy as I began massaging it and her screams got louder. She was begging me not to stop. I was riding her ass faster while sliding my fingers into her pussy. With my free hand I took hold of a cucumber on the table and removed my fingers and rammed the cucumber up her pussy while my cock violently rode her ass. She was now besides herself with joy and I could feel her juices running down the cucumber. Her screams were loud and her body was shaking with the cucumber thrusting hard and fast in her pussy and my cock thrusting just as hard and fast alternately in her ass. I could feel her orgams as her pussy tightened around her cucumber and her ass around my cock and she let out a loud scream, her body now a little limp my hands and the cucumber dripping with her juices I continued to ride her sexy ass. Her screams were now moans as my cock thrusted violently in and out of her ass and my fingers replacing the cucumber in her pussy. My fingers explored her pussy as I rode her ass. My swelled dick began pulsating and with one last hard thrust I blew my load deep in her ass. My cock still pulsating I pulled it out and turned her around shoving my cock still shooting cum deep into her now sore pussy. I slowly thrusted my cock in and out of her pussy shooting all my remaining cum inside her. She looked exausted and her limp body leaning on the table while my cock worked her pussy. I rode her pussy till all my cum was finished. I left my erect cock deep in her pussy and began kissing her as my cock softened still in her pussy. I finally pulled out my now limp cock and helped her to the lounge where we spent the evening wathcing some television and cuddling. It was an awesome ride and she still is and awesome ride. I was glad it worked out the way it did that evening. It could easily have gone the other way and caused problems. She could have turned me down.