I've been somewhat inspired by the talk of girlfriend's mothers in another thread so have knocked together this story. It's something that a lot of guys think about (but would never do, honest girls!) so this is for them, and hopefully some older women might get something out of it too... Since I'd been seeing my girlfriend (who was twenty-three like myself) I'd harboured vague sexual feelings towards her mother. In her mid-forties, she had brown hair down to her shoulders and a surprisingly toned, athletic body which was deeply tanned. Although I knew it was wrong I couldn't help but feel a stirring in my pants when she would go without a bra under a loose fitting sweater or bend over to reveal she was wearing thong underwear. One day I came round and rang the doorbell when she answered wearing only a rather skimpy towel. 'Sarah's not here I'm afraid', she told me, 'and she won't be back until this evening.' I apologised and turned to go when she called me back and said 'seeing as how you're here, could you help me out with something?' Of course I said yes and went back in but was a little surprised when she took me through to her bedroom. Going over to her dressing table she said, 'I'm all by myself you see, and there's no one here to rub cream on my back', presenting me with a jar of moisturizer. I was taken aback but she had already turned around and moved her wet hair to the side so I took a large scoop of the cream and rubbed it in my hands until it was warm. She shuddered slightly as I touched her shoulders but seemed comfortable as I worked it into her soft skin. She started to make soft little moans and I didn't know if it was just me that was making this sexual but didn't want to stop. After smoothing it down her arms I moved my hand over to rub it into the top of her chest. Each movement brought my closer to the top of the towel and her breasts but she didn't move to stop me. Instead the moaning got heavier and deeper. I was almost fully erect by know and so close to her that it was touching her backside. Deciding there was no turning back I took a large scoop of the cream and ran my fingers from her shoulders into the towel, prising it from her body. With a sudden move it fell away, leaving her completely naked, but her only reaction was a naughty giggle. I massaged her breasts gently, her nipples hard, feeling the smooth softness under my fingers. At the same time I leaned in and began kissing her neck, bringing groans and gasps from her mouth. I continued to rub the cream into every bit of her body, and was soon running my slick hands up her legs. Her pussy, completely shaved, was so wet that I could see the juices running slightly down her inner thighs. Unable to control myself I grabbed her buttocks and brought the soaked cunt to my eager mouth. Licking deeply I savoured the taste of her plentiful juices and sucked hard on her large clit which was by now fully engorged. After a good few minutes of licking she grabbed me underneath the chin and brought me up to kiss her deeply, tasting her own pussy juices on my tongue and lips. There was to be no more foreplay. Manouvering me towards the bed she threw me down hard and climbed on top of me. In one smooth motion she grabbed the base of my cock and sat down, so wet that it slid all the way in. She moved rythmically, in complete control, using me like a sex toy until she quivered and bit her lip, just short of orgasm. 'I'm not coming like this', she said. 'I want to feel my pussy pounded by your strong young thighs.' She leapt off and lay back on the bed, looking at me with hunger in her eyes. Needing no further invitation I moved round and shoved my rock hard member straight back into her. Lifting myself up by the knuckles I did what she wanted and fucked her in long, hard movements, so roughly that there was a slapping sound every time I thrusted. Without warning she grabbed each of my nipples between thumb and forefinger and twisted until the pain was unbearable. 'Do you call that hard fucking?' she growled. Although she was acting annoyed, she grinned as I grabbed her shoulders and spun her around, roughly taking hold of her thighs and pulling her back onto my throbbing cock. Although I knew my fingers were grabbing her hard enough to bruise I didn't let up as I slammed into her repeatedly, feeling her begin to spasm inside. I gritted my teeth to stop myself spurting as her pussy tightened and squeezed more tightly than I'd ever felt. As she let out an almighty gasp she gave a final spasm that forced my cock out her hole. Immediately she gushed, soaking the bedclothes with her cum. Despite the shocked look on her face, she sat up almost straight away and took me deep into her mouth. The combination of my excitement and her skilled tongue made me immediately come like a fountain between her soft lips. After sucking out every drop she swallowed the lot, grinned at me, and said 'Now I know you're good enough for my daughter.'