"I...I bet there's a lot of guys who..." I began, but was silenced by her grabbing my jeans and unsnapping them.

"There are, but they're assholes looking to take advantage, besides, they're my age. They're boring and out for themselves. But a nice young man like you?" I closed my eyes as I felt my zipper being pulled down.

“You would take good care of me wouldn't you?"

My answer was a whimper of pleasure when her fingers slipped into my underwear and wrapped around my cock.

“Oh, that feels good!" she moaned, "So hard! So..." she flicked her tongue across her lips, “Young.”

“Oh, Melanie," I whimpered as she began stroking my cock while running her lips along my neck.

"I Like that." She cooed, "I like how you say that. Besides, as for Joe? He wants me happy, but doesn't really want to know about it, if you know what I mean?’

"Yes." I breathed as she pushed my underwear down over my hips. My eyes rolled back when she added her other hand, caressing my balls as she pumped my aching dick.

“So this way, I can have some fun, with no drama, and him never suspecting who I'm with."

Releasing my balls, she brought her hand up and placing it behind my head, brought my face down to hers.

‘What do you say Phil, you want to help out your friends horny mom?

You want to give her what she needs?"

Her eyes were closed as she spoke and her head was tilted to the side as she guided my mouth to hers, "Better yet, you going to let me give you what you want?"

Her lips lightly brushed mine just as she stroked the tip of my cock with her fingers and with a low moan, I pressed my lips hard against hers. Melanie moaned deep in her throat and inspired by that sexy sound, I put my arms around her and pulled her hard against me as we kissed. Her hand was pinned between us, but she still managed to move it up and down my shaft and my hips rocked, pushing my dripping cock through her now slick hand.

Melanie returned my kiss with more fervor than any other girl I'd ever kissed and her soft full Lips felt amazing pressed to mine. She was working her mouth back and forth and as I tried to keep our lips together, she giggled and flicked her tongue teasingly across them.

Her fingers were running through my hair and my hands were caressing the smooth soft skin of her back.

I could feel her nipples pressing into my chest and this time I knew once I started playing with them I wasn't going to stop. Her mouth began devouring mine, her kiss even harder than before, and I moaned when her tongue plunged into my mouth.

I eagerly greeted it with mine and as her wet soft tongue probed my mouth, she let my cock go and grabbing the bottom of my shirt tugged it up.

I lifted my arms over my head, and breaking the kiss, let her remove my shirt and toss it to the side.

"Hmm," she ran her hands up and down my bare chest, "No more geeky little kid for sure." Grabbing my cock she added, “Damn, I can't wait to have this inside me!"

Her words echoed through my mind, holy shit I was really going to fuck her! I...

My thoughts trailed off when stepping back to stand next to the bed,

Melanie raised her hands over her head, “My turn?"

Stepping forward, my cock waving between us, I grabbed her nightgown and eagerly pulled it off of her.

"Oh, damn." I said softly as I let it fall to the floor and took in her bare tits.