“What Mom?" “Shut it down at midnight." “What? It's Friday night!

“and you have the morning shift tomorrow and I'm tired of listening to you yell, I need to get to bed." Another wink.

"Tomorrow night I don't care, but tonight I want you in bed at midnight

“Fine." Mark muttered and ducked into his room.

“and I expect you in my bed as soon as Mark's asleep." She reached down and caused me to gasp when she grabbed my cock and gave it a quick squeeze, “Hmm, I'm going to have to make sure I don't yell."

“Melanie, I...I don't know if we should do this."

Melanie stared at me and with a roll of her eyes said, “Guess I made a mistake, Steven. I thought you were a man, not a boy." She gave her hair a toss, “Fine you go back in there and play with your toys." Melanie sighed as she swung the door closed, “Guess I'll have to settle for playing with mine."

I lay awake with my cock throbbing and my mind racing. For the tenth time since we'd shut the game off and gone to bed, I looked at the time on the cable box, twenty past midnight. Despite his bitching about having to go to bed, Mark had fallen asleep right away.

I knew this because he was snoring so loud I was going to have to put my headphones on to drown him out, Some things never changed, I thought as Mark made a noise as if he were sucking the damn sheet into his mouth.

Some things did change however, like my best friend's mother acting Like an overheated cougar, point blank telling me she wanted to fuck me. After playing another hour of Call of Duty so poorly Mark quit and switched to playing by himself while I sat and stared at the TV thinking about all the dirty things his mother, his fucking topless mother, had promised me. There was no way in hell she was kidding and I kept telling myself to get my ass out of bed and go take the ride of a lifetime.

But Mark was right next to me and I felt like an asshole, More than that, I had come to terms with the fact I was nervous. I'd been with a few girls, but Melanie had said it, they were girls, no more experience than I had, Mark's mom was an older woman with years of experience and apparently a lot of pent up frustration. I'd whimpered like a baby from just her kissing me. Then again she seemed to like that and would probably be fine with taking charge and get a thrill out of blowing my mind amongst other things.

But here I was still laying there with my cock saying yes and my mind saying I shouldn't or maybe I couldn't, The mind was obviously winning seeing I was still there. I closed my eyes and told myself to stay where I was. If my cock didn't settle down, I'd jerk off to what could have been and go to sleep. Melanie seemed as if she were leaving the ball in my court and if I didn't show up that would be it.

With a sigh, I slid my hand under the covers, planning on stroking it to calm down, I wondered if Melanie would be mad at me, then with a frown it occurred to me I might have hurt her feelings. She had a husband cheat on her and now with me turning her down maybe she would feel worse than before.

Stop justifying, I told myself. I was going to do the right thing and stay where I was. In fact I wasn't even going to jerk off to her, I was just going to try to forget this and go to sleep. I brought my hand from beneath the sheet and folding my arms across my stomach got my mind to stop spinning and in a few minutes began to drift into sleep.

My eyes flew open at the sound of a faint creek, I turned my head and narrowing my eyes looked around the room. There was a street light directly outside of the window over my bed that even through the blinds through a dim glow. Beyond that circle of light I couldn't see anything. I shrugged into the bed, must have been dreaming. I had begun to close my eyes when a movement to my left caused me to turn my head.

I released a startled gasp when I saw Melanie standing next to the bed. She was wearing a short white robe tied loosely enough to show a good portion of her breasts and still wearing makeup, I started to say something, but she put her finger to my lips and getting on her knees next to the bed, placed her lips to my ear, “Shhh"

I jumped when I felt her hand on my chest then released a sharp breath as she slid her hand under the sheet and down my stomach. She grabbed my cock through my boxers and placed her other hand over my mouth just in time to stifle my groan as she stroked it through the cotton material.

“Hmm someone's hard." Even though her lips were against my ear, I could barely hear her.

Her hand slid along the length of my cock and my body tensed when I felt her fingers slide into my boxers. Panicked, I turned my head towards Mark, but he was still snoring as loud as ever.

“If he doesn't wake himself up, no one will." She said, then sighed, “Oh, that feels nice."

Fortunately she had her hand to my mouth or another loud moan would have escaped me as her hand wrapped around my now bare cock. My hips jerked when Melanie pumped my cock slowly under the sheet and I was breathing hard against her hand. Speaking of hard, my cock felt as if it were going to pop as her she jerked it. Melanie sighed in my ear as she stroked me and my hips moved in time with her slow strokes.

I should have been scared shitless, her sitting here playing with my cock with Mark sleeping not ten feet away, but all I could focus on was how fucking good her hand felt and how dirty it was that she was in here doing it.

“Damn, this is a nice cock." She purred, "So hard, so big"

I grunted then whimpered pathetically when she reached the tip of my now dripping prick and rubbed her palm across it. The head was like a raw nerve and I squirmed in the bed, moaning in my throat as she rubbed her hand across it.

“Let's get it nice and wet." She whispered.

She started stroking it again and it felt even better as her hand slid along my now slick cock.

“Feel good, baby?"

“Hmm-mn" I groaned into her palm.

“It does, but you could jerk yourself off couldn't you?"

Releasing my cock, Melanie stood up and after a quick glance towards Mark, lifted the sheet up, keeping her hand over my face, she leaned over the bed and putting her face over my cock opened her mouth wide. My eyes felt like they were going to bug out of my head as she made a show of wiggling her tongue just over the tip of my cock.