Night Next Door

Michelle James was our next door neighbour and mother to my friend Gary. Gary and I had been in the same class in school all our lives but now after finishing school Gary had moved away from home to attend college while I was still living at home since my college was only a 30 minute drive away. Gary was an only child and his move had been especially hard on his mother since her and Gary's dad Dave had divorced three years earlier, meaning she was now all alone for the first time. My mom was one of her best friends and tried to spend as much time as possible with her and also had me go and do things like mowing her lawn, washing her car and any other jobs that needed doing just to give her somebody to talk to for a while. It never bothered me too much because Michelle had always been cool to me growing up and let me and Gary get away with a lot of things, unlike his hard ass dad. As well as that, she was quite a looker. She was 39 and 5'6, and about 140 pounds. She had long blonde hair, warm blue eyes and was very attractive for a woman approaching her 40th birthday. She wasn't very thin but was far from fat with any few excess pounds distributed nicely to her DD breasts and her curvy ass. From the time I was 13 I had many a sexual fantasy about her.

This, however, was the first time that I had a problem with mom volunteering my services to Michelle. It was Thursday night and all of my college class were hitting the town for a party. When I got home my mom said that she needed me to go to Michelle's later and help her to move and set up her new TV, DVD and exercise equipment that had been delivered. I was glad to see Michelle moving on and actually making use of what used to be Dave's office but really wished she could wait another day or two. My mom said it was important it was done tonight and that I should stay and spend a few hours with her too afterwards, playing the 'it's the least you can do for her' guilt card. I was really pissed off but there wasn't a lot I could do about it.

I had never really understood what Michelle had seen in Dave growing up. I knew he was some big bank manager in the city but he was a small, balding, plain looking guy and his personality was pretty much in keeping with that. He always seemed to be in a bad mood and didn't treat Michelle very well but I guessed she had the last laugh, getting a good settlement, including the house, before the banking industry went down the toilet. I headed for Michelle's at about 8 o'clock wondering what my friends were up to at the same time, probably having a few beers at Bobby's house before going out. I rang the door bell cursing my luck that I would get roped into this tonight of all nights. Michelle opened the door and stepped aside to let me in. She closed the door and hugged me, thanking me for coming over. Her eyes and nose were red as if she had been crying. I thought of asking her if she was okay but decided to mind my own business. Michelle asked me if I wanted to stay for dinner and recalling my mom's request I agreed.

"I'll go start that and leave this to you so ok?" She said and headed for the kitchen.

I watched her ass sway in her jeans as she went and then I began moving the stuff that had been left in the hall to what used to be Dave's office. The room was pretty much empty, Dave having taken most of the stuff with him when he left, the room pretty much lying idle since. Gary had wanted to get a pool table for it but Michelle was having none of it. I was interrupted by my phone vibrating in my pocket. I answered it and it was my mom. She was checking in making sure that I had come over as promised. Before she hung up she said "remember hon, be nice to her". I found that a bit strange. Why would she feel the need to tell me to be nice? Had it something to do with Michelle looking upset when I arrived? I wondered about it for a while as I began to set up the TV and DVD. As usual trying to hook it up to the satellite dish and tune it in was the big problem, taking me more that 20 minutes. By the time I was done Michelle had come back into the room.

"Wow, done already Eoin?" She asked

"Ya, just your exercise machines and the sofa bed left now." I replied.

"Great, dinner will be ready in about 45 minutes."

With that she disappeared back into the kitchen and I hauled an exercise bike down the hall, struggling to keep it off the floor to avoid scratching. Then it was on to the difficult part, a self assembly sofa bed. The technology part was pretty easy for me but I was no carpenter. I laid out all the pieces on the floor and looked at the instructions. For once it was surprisingly easy and I had it done after just over 30 minutes. Michelle said dinner would be 10 minutes and she was going to change. I decided to go wash up for dinner. I headed up the stairs and toward the bathroom. I saw that the door to Michelle's room at the bottom of the hall was slightly ajar. Her bedroom was opposite our spare bedroom and I had once caught a glimpse of Michelle in her underwear through the windows. I cursed my luck that I hadn't been there 5 minutes earlier that time and suddenly here I was inching past the bathroom door. I crept down the hall, terrified, not knowing what I was doing. I tried to keep my breathing silent and could hear my heart beating loudly in my chest. I inched closer and closer to the door and could hear Michelle whistling. I got close to the door and stood with my back pressed to the wall. The door was only open about 8 or 9 inches but it was enough for me to see Michelle sitting on the end of her bed. Once again, she was in her bra and panties. Although that had fuelled my night time masturbations for a while the first time it seemed somewhat disappointing this time around to be so unlucky again. I still watched, admiring how perky her 39 year old breasts were, barely contained in her black lacy bra. Then she put a stocking on her left foot and slowly rolled it up her smooth legs to her thigh with her thumbs. She then repeated that with her right leg, releasing the stocking at the top of her thigh with a snap. She stood and strode gracefully across the room to her wardrobe and picked out a black knee length skirt. She put the skirt on and topped it off with a white blouse.

With that she slipped on a pair of heels and turned towards the door. I was lost in a trance by now, but was suddenly jolted back to life as Michelle glanced towards the door. I pulled my head back and turned to sneak back down the hall. I prayed she wouldn't come out the door and catch me. I made it to the bathroom and closed the door behind me. I stood inside, my breathing feverish and my heart beating louder than ever before. Suddenly I heard heels coming down the hall. Louder as they approached and then finally quieter as they passed and went down the stairs. I washed my hands and splashed water on my face to calm down. I took several deep breaths and headed back downstairs.

"Hey, perfect timing." Michelle chirped as I walked into the kitchen.

I wondered if she had seen me spying on her. Would she say anything even if she had? I walked slowly to the table and sat down. Michelle turned to take the roast out of the oven. She bent down low and I instinctively stared at her luscious ass.

"Looks nice and juicy, I hope you like it." She said.

My eyes flicked up, following the sound and Michelle's head was turned looking at me. I looked away immediately, feeling my face go totally red. She carried the roast to the table and went to the fridge and grabbed a bottle of wine. I was a bit surprised by that. She offered me some and I agreed. She stood behind next to me and leaned forward to pour me a glass. Her blouse was opened down to the third button and I could see the top of her cleavage out of the corner of my eye. I could smell the sweet smell of her perfume mixing with the food to form a delicious aroma. She sat down opposite me and I was slightly nervous about how romantic the whole situation seemed. The meal was delicious and we both got through 3 glasses of wine as well as discussing college and Michelle's job. I offered to help clean up afterwards but Michelle said to leave it and grabbed the bottle of wine and headed for the living room. I followed her and we sat down on her new sofa bed. She pulled a few DVD's out of the bag and asked which I would like to watch. They were all pretty girly romantic comedies and I wasn't exactly thrilled with the choices. Michelle chose 'What Happens in Vegas', which was probably the best of the choices. She poured us each another glass of wine and we settled in to watch the movie.

It was a pretty ok movie with Cameron Diaz looking hot and after about 40 minutes Michelle took the empty wine bottle to the kitchen and came back with another. I asked if she thought that was really a good idea as she poured another 2 glasses.

"Oh come on Eoin", she said pausing the DVD. "If I can't have a drink or two tonight when can I?"

"Tonight?" I asked. "Is that something to do with why you were crying before I got here?"

"Ya sweetie, it is." She replied, sniffling. "Didn't your mom tell you? Tonight is my wedding anniversary...or was at least. Gary and I have done something the last couple of years, but this year I'm all alone. Then your mom said she was working late too, that's why she was eager for you to come over. I didn't want to be all alone.

"Oh." I replied, not sure what else to say. "Eh, no problem".

"I'm sure you have better ways to spend your nights these days. I guess you would rather be out chasing girls your own age instead of being stuck with an old woman like me."

By now the wine seemed to be having an effect and it seemed like Michelle would start to cry again. I wanted to say something to comfort her but couldn't think of anything. Then she carried on again.

"You know Dave is engaged again? Ya, to some 25 year old who used to work at his bank. Here he is moving on with his life and where am I?"

"Well, you have dated too right?" I asked.

"Ya. Sure. I've been on 5 dates in three years. Two of them blind dates and all of them terrible." She said, wiping at her eyes. "I'm nearly 40 now, who is going to find a single 40 year old attractive? I might as well just give up."

"Come on Michelle. You're still a very attractive woman." I said, brushing her hair back from her face.

"Thanks Eoin." She smiled. "That's nice of you to say, but we both know it's not true."

Michelle wasn't the only one the wine had an effect on and I was a little bit less shy now. "I'm serious Michelle. I would be delighted to find someone as attractive as you, even at my own age. I mean you're beautiful and you still have a great body too." I tried to drag the words back into my mouth as they escaped. I swallowed hard as I saw Michelle's brows furrow.

"What?" She asked quizzically. "How would you know about that Eoin?"

"Eh...well...just from looking I can tell." I stuttered not sure what else to say.

"Oh my God!" She gasped. "You were spying on me earlier! I thought I saw you through the door. What the hell were you doing?"

"I'm, I'm sorry Michelle I didn't mean it it's just...It's just..."

"It's just what Eoin? My God I can't believe this!"

My stomach was in knots now. What had I done? What would my mom say about this? What would Gary say about this? "I'm really, really sorry Michelle. I know it's wrong but you really are so beautiful, I couldn't help myself."

She stood and paced across the room with her hand over her mouth. I sat there not sure what to do. I waited another minute before she finally turned to me and spoke again.

"I just don't know what to say. I mean I know I should be angry, but I'm kind of flattered. I know that's wrong when you're 20 years younger than me, but you made more of an effort than any other man in the last 3 years to see me undressed. You know what Eoin? It's probably just the wine. Let's call it a night and just forget all about it sweetie, ok?"

This seemed like about the best escape I was gonna get so I agreed and stood up to leave.

"Come here Eoin." Michelle said walking towards me with her arms outstretched. "It's ok sweetie, it's ok."

She hugged me tight, her head pressed tightly against my shoulder. My mind was in overdrive again as I held this gorgeous woman in my arms and the sweet smell of her perfume invaded my nostrils again. She had seemed disgusted by my spying, but she also said she was flattered too. My brain told me to let go and leave but unfortunately my brain wasn't making the decisions anymore. Michelle's bare neck was right in front of me and I moved my mouth towards it. I locked my lips on the nape of her neck and ran my tongue up and down it. She gripped my shoulders, hesitated a second then pushed me back.

"What are you doing Eoin?" She asked, a look of surprise in her eyes.

"I want to make you happy Michelle." I replied lamely.

"We can't Eoin. It's...no, we just can't."

"But we can." I argued. "I'm not a kid anymore; we're just two consenting adults having fun."

"But...no. I mean, we can't...can we?"

This was the first sign of doubt. I was feeling braver now. This was my chance. I wasn't going to spend the rest of my life wondering.

"Why the romantic dinner Michelle? Why are you so dressed up? You wanted something to happen too didn't you?"

"Yes. I mean no. I wanted to feel special; I just wanted to know someone could still find me attractive. I never meant for anything to happen."

"Well something has Michelle. You deserve to have fun. You need to move on. I've wanted this for so long. You were always too good for Dave. You deserve to have someone make you feel special, appreciate you..."

Michelle walked forward and put a finger on my lips. She put an arm around my back and replaced her finger with her mouth. Our lips met for the first time. Gently at first, her soft smooth lips sticking to mine like suction pads. I took her upper lip between mine, running my tongue along the entire length of it. We kissed again, our mouths mashing together and our tongues running frantically all over each other. I moved to sit on the sofa bed and Michelle straddled me, a leg on either side of mine. I cupped her face in my hands and kissed her again, running my hands through her hair, down her back and along her thigh.

"Follow me." Michelle whispered, standing and taking me by the hand. She led me up the stairs unbuttoning her blouse on the way. She released my grip and took the blouse off, dropping it in the hallway. She strode in the door stepping out of her skirt. She beckoned me to the bed and I sat on the edge. She pulled my t shirt over my head and ran her hands over my toned body. She licked my chest up and down, flicking at my nipples with her tongue. She moved up and our mouths met again. She worked my zipper as we kissed and slid a hand inside my pants. She grabbed the shaft of my cock and began stroking it.

"Mmmm, it's been too long since I had a real one!" She purred. "I want it in my mouth."

She stood up and I pushed her on the bed. I pulled my pants of and straddled her on the bed. I moved my cock towards her mouth and she licked at it hungrily. I reached back with my right hand and pushed her panties to the side. I slid two fingers inside her, the angle working perfectly for depth and penetration. Michelle took my cock in her mouth and sucked as I slid it in and out of her mouth. She moaned as I picked up the pace with my fingers, the vibrations from her mouth adding to the sensation of the blowjob. She sucked hard on my cock, her years of deprivation obvious. I began to slide further and further in, fucking her mouth. She gagged, but showed no signs of wanting me to stop. Eventually she stopped, pulling my cock from her mouth.

"I want you to fuck me Eoin. God, I'm so fucking wet. I need a good fucking."

I got off her and began to tug her panties off as she removed her bra. I pulled her to the edge of the bed and spread her legs wide. I put a knee on the bed and moved my cock towards her slick, smooth opening. I penetrated her with my head and could barely go any further. My cock is a solid 7 inches, but by no means a monster. Given how wet she was I was surprised by her tightness.

"Take it slow sweetie, it's been a while." Michelle cooed.

I pushed forward slowly, inching deeper into her tight pussy. After getting about 4 inches in I began to withdraw and fucked her gently. Michelle's pussy was like a glove, her walls sucking me back in every time I pulled out to the opening.

"Ya, nice and slow baby. Nice and slow for now."

I could feel her pussy loosening slightly as it got used to the feeling of having a cock in it again. Michelle put her feet on my chest and pulled her body closer, her knees bent. I continued sliding just over half my cock in and out of her enjoying the sensation of fulfilling a lifelong dream. I thought of all the times I masturbated and realised how much I had underestimated how good it would be.

"Stick it all the way in honey. Fill me with that beautiful cock!" Michelle said interrupting my thoughts.

I climbed on the bed on my knees with her legs wrapped around my hips. I slid my cock back in her dripping entrance and pushed with all I had. My full 7 inches slid straight into her and her eyes rolled back in her head. I put my hands on her elbows pinning her to the bed and began to fuck her properly.

"Oooooh, you like that Eoin? Hmm? You like fucking your friend's mom? Michelle moaned.

"Ya, so good. So fucking good." I managed, concentrating on fucking her with all I had.

"Your cock is filling me up so nice. Oh, oh, oh that's it! Right there!"

I slid off the bed and dragged her to the edge again. Putting her legs over my shoulders I penetrated her once more, using a standing base to fuck her as hard as I could. As I picked up the pace again, Michelle started moaning. My cock disappeared and reappeared at her opening as my balls slapped loudly off her ass.

"Keep fucking me Eoin!! Ooohhh, OOOHHH! Don't stop fucking me!" Michelle screamed.

I never wanted to stop and kept slamming my cock into her as hard as I could. Michelle grabbed at the sheets behind her head as her body wriggled beneath me, her hips pressing off the bed to meet my strokes. Her face was contorted in a mixture of pain and pleasure as she continued to encourage me.

"Fuck it's so good Eoin. Oh Christ you're gonna make me cum. You're gonna make me FUCKING CUM!!"

"Cum for me Michelle, cum for me." I pleaded, making slower longer strokes now, feeling the cum trying to escape from my balls.

"Make me cum honey! Make me...oohh...cum on that big cock! Yes, yes...Oh fuck YES!!"

Michelle pinched her hard nipples and wrapped her feet around the back of my head pulling me in as her breathing became more feverish. I was desperately trying to give her the fucking she wanted and trying not to come at the same time. I could tell she was close as her back arched off the bed and I picked up the pace one last time, filling her with my cock over and over again.

"I'm gonna cum!" She screamed. "You're making me CUM! Keep fucking me...nearly there...harder, harder, har...OH YES! I'M CUM...CUMMING! YESSS!!!"

I couldn't hold off any longer and warned Michelle I was gonna blow. She was oblivious, basking in the afterglow of her own orgasm. I drove my cock into her and felt the stream of cum emptying from my balls into her pussy. My knees were buckling and Michelle's legs held me up. Just then she snapped back to life as my never ending stream of cum continued from my throbbing cock.

"Oh, oh you're filling me up. Oh filling me with your cum. Gimme all of it baby!"

My balls finally emptied and I pulled my soaking wet cock out of her pussy, sitting on the edge of the bed spent. Michelle slid down alongside me, a mixture of her juices dripping from her vagina. She wrapped her hands around me and kissed me on the cheek. I noticed the curtains were open. I wondered why could I have never seen a show like this when trying to spy on Michelle, glancing out the window towards our spare room. I could have sworn I saw the curtains shake over there. I dismissed it as a breeze through the open window and pulled Michelle close.