Pat, Jim, & Carol Ch. 02

Jim had never even remotely thought of Pat's mom sexually before, but ever since she played with her tits while he jerked off he couldn't get her out of his mind. She was far from what he would consider his "ideal" woman, but he found himself thinking of her more and more. She was frequently around while he was hanging out at Pat's house and the three of them had played several rounds of golf together, so he knew the details of her appearance quite well.

Her dark hair had recently started to fill in with some gray and hung down just a few inches below the tops of her shoulders. She was slightly overweight, but certainly not anything near being considered fat. She sometimes wore long, fake fingernails but she regularly took them off to play golf or go bowling. She also seemed to drink a fair amount, although not nearly as much as Pat's dad.

Jim's usual fantasy women were young, athletic, and blonde. Carol wasn't any of those things, but in the few days since what had happened she had become a starring character in Jim's fantasies. More specifically, her big tits had become a focal point of his fantasies.

It was true that Carol was far older than him. Jim didn't know her true age but guessed her to be around 45. Still, he had to admit that she looked good for her age when he compared her to other women that he assumed were about as old as she.

Pat felt many of the same emotions as Jim except that everything was wrapped in an additional cloud of confusion. He found himself thinking of her while jerking off, but as soon as he came he felt a wave of guilt and shame. He couldn't deny that he was incredibly turned on by what happened and that she clearly had instigated the whole thing. He initially felt uncomfortable around his mom, but she reacted to him and treated him the same as before so he soon relaxed.

The heat wave continued a few days later when Pat and Jim met to play baseball at the local park. The played catch and pitched to each other for a while before Pat noticed a woman sunbathing on the other side of the park wearing only a small bikini. They were already tired so they decided to pack up and head back to Pat's house. On the way they made sure to walk by the sunbather and both stared at her as much as they could without getting caught.

For the rest of the walk home they talked about women. Pat bragged about what he wanted to do with the sunbather, but that soon turned to talk of some of the women they knew from school. As they got closer to Pat's house Jim finally asked, "Dude, have you and your mom done anything since the other day?"

Pat shook his head no as Jim added, "Has she said anything to you about it?"

Again Pat shook his head no. "Man," Jim said, "Seeing her play with her tits was the hottest thing I've ever seen."

"Yeah," Pat said quietly, "me too."

They got to Pat's house just as his dad finished grilling some hot dogs. They ate a few each as they sat in the backyard with Carol and Pat's dad. Jim tried not to stare at Carol but, as with every other time he had seen her since a few days ago, he wasn't able to keep his eyes off her. A couple of times she caught him looking but only gave him a small smile in reply without saying anything.

After eating Pat and Jim went off again to play more baseball in the park. They stayed out until well past dusk and returned to Pat's house hot, tired, and thirsty. When they got back Pat's dad was just leaving for one of his weekly bowling leagues. He honked and waved as he drove off. Jim felt a wave of excitement at the idea that Carol would be alone waiting for them.

When they got back they heard the water in the shower running. Jim called his parents and told them he was over at Pat's. Since they lived so close and had been friends for so long his parents normally didn't mind if he stayed out late as long as he was at Pat's. His parents trusted Pat's parents to keep them safe and vice versa.

While Jim was on the phone Carol finished her shower and came out of the bathroom. She too was excited by being alone with the boys and selected her clothes carefully. She finally decided to wear a tight pair of shorts and a v-neck t-shirt that was way too large on her. She didn't bother to put on a bra. She knew that aside from letting her tits sway freely under the shirt that the boys would easily be able to see down her top if she bent over in front of them.

"Hi boys," Carol said as she stepped into the kitchen. "You two look beat. Can I get you something to drink?" She knew it was an easy question as Pat had already been looking through the refrigerator and she could see the sweat on their shirts.

"Sure, thanks," Pat answered.

She told them to go sit in the living room and that she would fix them something to drink. She mixed up a huge pitcher of lemonade, grabbed three glasses, and stepped into the living room to find Pat and Jim sitting on the couch flipping channels on the TV.

"You guys are going to get my couch filthy with all your dirt and sweat," she exclaimed in mock frustration. "If you two are going to sit on the couch then you'll have to take off your shirts," she added.

Jim peeled off his shirt first and Pat did likewise leaving them both wearing just their shorts. Carol stood on the opposite side of the coffee table from them and bent over at the waist to set glasses down in front of each of them. She made sure to stand up slowly each time to give the boys a good view of her tits through the gap in her shirt.

She repeated the same to pour their drinks, and she poured very slowly to give them both time to stare. By the time she was done she knew she had their attention by the bulges in their shorts. She continued fussing around the room causing her tits to sway from side to side as she moved and she bent over several times giving them long looks at her tits. Soon she could see the tip of Jim's hard cock poking out his shorts and could see Pat's shorts bulging noticeably from his excitement.

She had set the table perfectly but still wasn't sure how to make the next move. She took a breath and softly said, "You know boys, I hope you remember what we talked about the other night." She moved between them on the couch and sat down. They really hadn't left enough room for someone between them but she squeezed in and pressed herself tightly against them to amplify their excitement.

"Believe it or not," she said, "I remember what it is like to be your age. All those feelings and emotions and unsure of how to deal with them."

She placed a hand gently on each boy's knee and continued, "I know you two are good kids and I want to try and help you however I can." She let that phrase hang in the air for a few moments. "I was happy to help you two out the other night and wouldn't mind doing that for you whenever you needed."

She moved her fingers lightly on their knees to seal their excitement and then pulled her hands back into her own lap. "Like now," she said softly looking between the two obvious erections, "it looks like you could use some help. Please don't be shy, what you need to do is natural and beautiful."

Jim was shocked when Pat almost immediately answered, "Really?"

"Yes," Carol said looking him in the eyes. "I love you and will do whatever I can to help."

"And you," she said turning to Jim, "are just like another son to me so whatever I will do for Pat I will gladly do for you."

Jim couldn't believe what he was hearing and sat frozen as he gazed deeply into her greenish eyes. Pat, however, seemed to have no such reservations. He pushed his shorts off and reached for his hard cock. Both Jim and Carol stared at Pat for a moment before Carol said, "Stand up so I can see you better."

Pat stood up and kicked his shorts off as he turned around to face his mom sitting on the couch before him. Jim couldn't take any more and he too stood and kicked off his shorts as he turned to face Carol. "Yes, just do what you need to," she said seductively as she looked at the two naked young men standing side by side in front of her.

She watched them slowly stroke themselves for a few moments and then raised her hands to her tits. She caressed her tits through her shirt as the boys stared wantonly. She had been planning this moment for a few days and now that it had actually happened Carol felt her nipples stiffen quickly under her fingers and her pussy grow very wet.

She pulled her shirt tight over her tits so the boys could see her hard nipples poking through the fabric. She pinched the hard points and traced her fingers around them before she said, "Look at my nipples. You've made them hard."

That was all Pat could take and he groaned loudly as cum literally erupted from his cock. His cum flew everywhere and it seemed like he would never stop. He wildly stroked himself as his mom watched closely. Jim watched his friend's cum land on her t-shirt and on her bare thigh.

Seeing Pat's cum land on Carol was too much for Jim. He gasped loudly and started cumming. He was a little closer to Carol and his cum landed squarely on her shirt just above her tits. The final few spurts of his cum landed on her knee and thigh.

Jim momentarily panicked as he finished cumming and his excitement began to fade. He wondered what the hell he was supposed to say to his best friend and his best friend's mom after what had just happened. Fortunately, Carol spoke first and said, "There boys. Isn't that much better than watching some movie or spying on our neighbors?"

She stood up and placed a hand on each boy's shoulder as she stepped around them. She started to leave the room but paused and turned to them again and added, "Remember what I said. Whenever you need help just ask." She then turned and left the room. Jim stared at her ass until she turned the corner.

He and Pat looked at each other and then put their shorts back on. "Do you think she was serious?" Jim asked almost to himself.

"I think so," Pat answered.

"Dude," Jim said quietly, "does it bother you that she's your mom?"

"Why?" Pat answered. "You heard her. She knows that we're either going to jerk off watching her or jerk off looking at something else. What's the big deal?"

Jim could have answered that question but decided not to. After all, he didn't want to fuck up what might be the best thing to ever happen to him. He hung out a little while longer and then made the short walk home.

After leaving the boys, Carol immediately went to her room and locked the bedroom door. She pulled off her clothes and lay on her bed savoring the feeling of the boys' cum on her legs. She fingered her pussy for a while before she pulled her vibrator out of her dresser and used it to tease her clit. It only took a few minutes for her to reach a powerful orgasm. She bit her pillow to keep the boys from hearing her cry out as she came.

She remained naked in bed for a while longer thinking about what she had just done. She knew it was wrong, but at the same time it felt so good. The boys' raw excitement was something that appealed to her greatly and something that had been sorely lacking in her own life for far too long. "Oh well," she whispered to herself, "too late to take it back so I guess I'll just see what happens."

To be continued...