My Friend's Mom and Her Panties

I had known I found panties exciting even when I was just entering my teens. I never really knew why at that age but as I grew older I read stories of mostly straight guy's not only loving panties but enjoying wearing them. I knew I fit that category. I loved women, the female form, the curves, the look, the smell, the way their clothes fit them. Everything about them.

It was around 19 when I really started getting bolder with finding women's panties and bras. Checking out laundry baskets and sneaking into bedrooms of friend's sisters bedrooms. This was the age of nylon panties. Cotton ones were still a little on the bulky side so more women wore the soft, thin, silky nylon ones. A few were lace Some were nylon with lace panels on the front or sides and the colors were beautiful. Pastel colors, designs, everything that seemed to make them feminine.

It was a friend's mom, Joanne, that really caught my eye the most. She was so sexy. Not that she wore short skirts like the younger girls but they were tight. Just above the knee but they seemed to follow her curves, especially her butt. Sometimes I almost lost my mind and what I was staring at as she walked past me and I watched her ass sway back and forth and when she had a skirt on, it would curve under her butt and show it's shape. You could make out the outline of her panties underneath.

She was a little taller than a lot of women. I guess around 5'8"maybe. She has really pretty dark brown hair, shoulder length. Soft but it had a little curve to it. Bangs that covered her forehead and the softest, thin lips I could imagine on a woman. Gorgeous dark eyes that looked brown as I tried to look at them. They almost took you in when you looked into them. Soft and friendly.

And of course I told you about her body. Not the biggest tits but they looked so hot. In some of her tops I always wondered if it was really her nipples that I would see as I watched her when she was around and I was there for longer periods of time. She would wear some of the nicest jeans too. It was when the high waist was in in women's jeans. It seemed to make their butts look even better to me. Made their waist show more of a curve if they had a decent figure and she did. She had a few pair that were tight enough to show her ass good and curve in and show off her pussy.

After I had checked out her laundry basket and seen that she wore a lot of high cut bikini panties I could easily tell by the outline that she had them on as she walked past and you could see the outline and as it curved up her butt they went straight up to show the high cut outline. I would get so hard just wondering what her ass would look like in them. A silky red pair or one of her cute pale blue pair with some lace on the waist band, tightly stretched across her gorgeous, rounded ass.

Then her blouses! Wow! I was not sure at what she actually did where she worked but she dressed so nice. I loved seeing her in her tight skirts with one of her satin, tailored blouses. They were just the right tightness. They just barely pulled at the buttons when she had them on. Several times I would see the color of her bras when she would bend over and a few times, she must have left a button undone or one came a loose but it was open far enough to see right between her tits when she bent over. I was able to see they way her bra cupped her tits in them as she bent over, holding them in the cups. This was the era when bras where soft cups. Some of her's were lacy and some just plain nylon. The dreams off the way her bras might look filled with her tits, standing before me. It was enough to make me rock hard thinking of her. She had a few white ones and a couple blacks ones but the rest were as pretty as her panties in color.

She walked and looked so hot sometimes but her smell was something else. Sometimes she smelled so sweet, like a fruit tree. Sometimes I knew it was her vanilla since I had peeked inside her bathroom and knew some of her perfumes name. The aroma would just linger in the air as she walked past. Walking towards me I would easily see her nipples showing through her bra and silky blouse then as she walked past I would start smelling her perfume and as she passed on by and her perfume lingered in the air I could watch that sweet ass sway back and forth and day dream of what color of panties where showing from her tight skirt.

I had all ready played with several pairs of her panties. I could easily slip into her bathroom and get into the hamper and find pairs she had taken off and use them to jack off with them. Even a few of her soft, nylon bras. One day got me to thinking of actually being able to have sex with her or her seeing me looking down her blouse.

It first started with her talking with me about taking care of their house and dogs when they went away for a couple of days and as she lead me around the house showing me different things, her soft hand touching mine sent shivers up my arm. Her soft fingers reaching down and taking my hand. Her perfume filling my nose, her soft voice telling me things and then she bent over, her blouse was open more than usual and as she bent over there before my eyes was one of her bras I knew had a matching color pair of panties to it. A pretty light colored pastel green colored and it seemed to be filled completely with her tits and spilling out some.

The sight was unbearable and as I thought about reaching inside and cupping her soft fleshy breast inside the soft material, feeling her nipples through the thin, soft cups I heard her voice clear. You know, the uuuhhh-hummm type sound. I came too and there she was looking into my eyes. Well, not exactly in my eyes since my eyes were pointed down inside her blouse.

"Are you there Chuck or are you thinking about something else", she asked as she pulled her blouse back together. I was slightly embarrassed but she was the one with the open top and the sexy bra showing everything to me, a hormone flowing young adult guy. Well,not everything but enough.

She was smiling as she said it so I figured she just thought I was lost in my thoughts and I said, "Sure, I got it all" and rattled it all off to her.

"Great", she said back to me. "I see you can enjoy the view and listen too" she told me.

At that she got up and taking my hand in hers again she showed me one more thing and with this one she had to squat down to show me where they kept a spare key and she lifted her skirt up and as she went down she pulled on my hand and had me right in front of her. She had pulled her skirt up to just above her knees and this allowed me to look right up between her legs. She spread them open and I could see her matching pair of panties on inside her skirt.

As she showed me where the key was and put it back she was looking at my eyes as the starred straight up her skirt. She smiled as I looked up and I knew she had seen where I was looking.

She reached and took my hand again and I thought we were going to stand up again but she laid it just inside her skirt, pressed it against her inner thigh. It was so warm, so soft, so silky. "You think you are going to remember it all", she asked real soft as she held my hand against her leg. Then she let go of it and I felt her fingers slip up my arm. They almost tickled as they slipped up my skin. She slowly slipped her fingers just behind my elbow and slowly started to pull it inside her skirt.

I let my fingers slip up her leg. "Have you been enjoying looking down my blouse," she asked me. "It's Ok Chuck, I don't mind, in fact, I'm flattered that you might like it," she told me.

I was very nervous, I had been caught looking down her top and she knew it but them again, she had my hand and was pushing it up her skirt. I figured she wanted me to see it as much as I wanted to see it.

"I ah...I had, actually, I mean, I didn't mean too but you were leaning over and "...I stammered out something but she slipped her fingers around the back of my head and into my hair and let them slip into my hair and pulled me to her lips. Placing a quick kiss on my lips made me a little more brave and confidence and it also made my cock swell to it's biggest ever.

This was a dream, that's it. I was just dreaming and would wake up any minute Then I realized my hand was inside her skirt and it soon felt the warm moister that was now just an inch away from my fingers and within seconds was touching her soft, silky panties. I heard her sigh slightly as I gently rubbed across her soft, nylon panties that were tightly stretched across her pussy in this position.

I wanted to say something to her but as I started to say it she noticed and took her finger and placing it to my lips she let out a soft "ssshhhhh"! "No need to say anything. I know you are old enough to know what you are doing and I am surely old enough", she said to me with a sincere smile. "I'm not looking for someone to replace my husband but I have notice you looking and thought maybe you have the same feelings as I do and would be able to keep a secret between two mature people."

I really couldn't believe she was saying this but I wasn't for sure I could stop her now even if I wanted too. "I can and I am sorry if I looked at things that I".

"No", she quickly replied. "I don't want you to think I thought you were looking at something that you shouldn't have been. I guess I have been actually giving you all the chances you needed and it might be as much my fault as yours", she told me.

"I noticed you looking when I bent over. I noticed you watching me as I walked past you. I even noticed the one time I was in my jeans and when I bent over I realized my panties were showing when I did it and you had to see them. That was on purpose I have to admit it", she smiled and laughed just a little as she looked like she had enjoyed showing me which I soon learned she did.

At this point I had my thumb rubbing against her pussy and she soon started showing that I was getting her excited. She stood up and taking my hand she lead me back to her bedroom. She pulled my shirt over my head and through it to the floor. The she slowly went to the floor and on her knees she unzipped my pants and started working them off me. Pulling them down she smiled as she seen the pair of bikini underwear I had on was stretched as far as they could and my cock was hard as a rock. I felt the palm of her hand press against my cock. She squeezed it with her fingers and slowly worked it with her hand through my underwear then she reach inside the waist band and pulled them over my cock and down my legs.

I almost thought my legs would buckle as I felt her lips press against my cock. She kissed it then I watched some as she licked up the shaft then across the head with her tongue. I think my vision was a little blurred as the blood was rushing, ah, somewhere. Yea, I had no idea but I knew my cock was getting most of it.

I felt her soft fingers slip under my balls and cupping them in one hand she took my cock in the other and pulled it slightly away from my body and she started kissing and licking the head of my cock. Slowly slipping a little bit each time in her mouth. "MMMmmmm", I heard her purring out of her mouth as if she had a chocolate candy bar in her mouth and it was the best pleasure she could enjoy.

She finally stood up and apologizing, "I bet you might want to see what you have been trying to look at since you have been coming over here for the past couple years." Which I had, ever since I had seen her I had this attraction and once I seen her panties it just grew stronger and stronger.

"Would you like to undress me", she asked me. Standing before me like a few dreams I had all ready had.

"Yes...Oh yes", I replied as my shaky hands went to her buttons first. It was like opening a package at Christmas. The excitement of what I was going to see as I unveiled what was inside as each button revealed more and more of her bra and tits and shoulders and skin. I slipped her blouse off each shoulder. The silky material just slipped gently from her skin. I gently cupped each tit and squeezed and massaged each in the cups of this satiny bra that held them. Feeling her nipples swell even further inside them. I slipped a strap off one shoulder and pulled a cup off that tit, kissing and sucking her nipple. Then the other side. Sucking her other nipple.

"Oh yes Chuck, That feels so nice." She gently and sexy whispered as I felt her fingers slip back into my hair and she played with it as I sucked more and massaged them. Then I dropped to the floor on my knees and she watched as I reached behind her and I was able to unbutton and unzipped her skirt and as I worked it gently over her hips, as to not disturb her panties I was finally able to slip it off her with a little of her helped. The matching panties appeared.

As my hands gently slipped off her hips and thighs gently guiding her skirt down they gently slipped back up as she stepped out of her skirt and I felt the delicate and silky skin of her legs. I felt where the panties met her skin. I felt the material almost molded to her gorgeous butt as I slipped both hands around her ass and cupped it in my hands squeezing each cheek and rubbing the silky material over her skin. I gently leaned in and kissed her pussy through her panties. Gently nibbling and biting it through the thin material.

"OOOOoooooo", she cooed as she felt my lips and teeth playing with her pussy.

I stood up and we both laid back on her bed. She quickly leaned over and I had yet to have a female suck my nipples but her lips and teeth went to work sucking and nibbling on each of my nipples. Then she slowly kissed down my stomach and was soon back to sucking my cock but this time she started with my balls. Sucking each one in her mouth before she started working the head of my cock again then she slipped it inside her mouth letting it glide down as far as she could get it. Her lips molded gently to it as she pulled it from her mouth and then back in. I thought my cock was going to swell to bursting. She would take her tongue and swirl it around the head, following the outline of the hood then back down the shaft then back around the head before she slipped back down her throat. The pleasure was so, so, so ... That was about it. I sweetly and shyly since I thought it wasn't very long since she started that I was about to explode and I whispered, "Joanne, I am about to...to...I'm getting really close if you keep this up" and I could feel my cock swelling but instead of stopping, it seemed she was getting faster. I could feel the flat of her tongue against it now. Like she was licking it for all it was worth and I tried again, "Oh Joanne, I'm about...I'm getting close...so...so...close" She just worked it faster and ever so gently her lips held it a little harder and that was it. As I exploded she pulled my cock out with just the head inside her lips. Sucking it as she felt each pulse of my cock squirting my cum out.

I laid there, trying to gather myself together but all of a sudden I remembered what I had wanted to see so much and that was that body of her's in her panties and bra and I slowly got up and started looking at her. She smiled and asked," Did you enjoy that"?

I looked into her eyes and whispered,"Oh yes, now it's your turn". I started kissing her neck and I heard her say, "I was counting on that".

As I kissed her neck I started massaging her tits again, playing with her nipples. I would massage them with her bra on and feel the silky material rub across her delicate skin. I finally slipped her bra off and I rubbed it against my face.

"You like the way that feels Chuck", she asked. She took it from my hands and wrapped it around my cock and it grew as she played with my cock. "I have always wondered if someone has been playing with my things in the bathroom and bedroom. Sometimes things seem to be out of place. Has that been you in my things. You been thinking about me, playing with my panties"?

"Yea...I admit, I have always wanted to see you in your panties."

"Well, you have now" and she pulled them off and then she went to my feet and started slipping them on me.

"Wait, what are you doing", I asked her.

"I just want to see them on a man. I always wondered if they look as good on a guy as they do on a woman." With that she pulled them up and lifting them over my cock she pulled them in place and as she got them there they molded to my cock. She rubbed my cock through the material. "Oh yes, that is so hot", she said as she watched her fingers slide over my cock and her panties.

I slowly went down her stomach kissing every spot I could. As I reached her legs I went down and kissed and sucked each toe. She asked me to turn around so she could watch my ass in her panties as she enjoyed my work.

I easily without hesitation turned around and I felt her hands on my ass as I sucked her toes and kissed up each leg, kissing her inner thighs. As I reached her groin I would suck it in my mouth. The tender skin would easily slip in my mouth and it made her climax build stronger each time.

"I'm getting close now Chuck", I heard her gasp between breaths. I started working on her pussy. Licking up and down her slit. About each third time I would find her ass hole and she would tighten up. Taking a deeper breath. I was able to slip my arms under her legs and pull them back against her body and expose her pussy and ass hole and started working it faster.

It was easy to slip a finger in her pussy and play with it then her ass as I swapped my tongue from one to the other.

"Chuck, I about to...I'm about to cum...please, I want you inside me when I do...get that cock in me. Pleaseeeee..."

With that I got up and before I turned around she got up and pushed me down on the bed and climbed on me and slipped her hand inside her panties and grabbed my cock and pulled it out the side and holding it she slid down on it taking it in her pussy in one motion.

It was so wet, warm... so soft...it molded to my cock and I slipped inside her with almost a glove feeling. Her pussy seemed to fit my cock so perfect and I heard her moan as she felt it slip inside her. "Oh Chuck, I wanted to see my panties on you as I cum. I am so close"!!

Course by now I was not far away again. Her body was in great shape and her openness was so exciting that it had me so close so quick that as she started riding my cock and with her words she made me feel like I was the best guy she had ever been with.

"Oh Chuck, Please...Not yet...Keep going...Just a little farther...This feels so hot...You are something else...Come On...Just a little bit." She had both her hands on my shoulders and was riding my cock. "This looks so hot with you in my panties. Do you like them", she asked.

"Actually they feel so nice, they fit like they were made for me and they are so thin and silky. Kind of exciting that you wanted me to wear them."

That is when she leaned over and her tits were hanging so beautifully over me and just inches from my mouth. I lifted enough to suck her nipples and that was about all she needed.

"That's it Chuck, That's it." She slipped her hands under my head and holding it up I was able to suck her nipple and as she slipped me in and back out a couple more times I exploded again. I felt her shivering as she was climaxing.

"I never had a guy sucking my nipples as I started to climax", she said to me. "I never knew it felt so good.

She settled down on my cock and let it slip completely inside her. I let my hands hold her butt. It felt so soft. Even firm.

"Roll over for me, I want you on top Chuck, Please, I want to feel your butt in my panties as we lay here", she asked me and I was able to roll over without pulling out of her even thought I was starting to get soft.