I moaned softly as my thrusts slowed and I could feel the last of my cum spilling into my best friend's mothers, dripping pussy.

“Oh goddamn!" I groaned as I withdrew from her pussy and sat exhausted on the edge of the bed.

"Goddamn is right." Melanie sighed, rolling over onto her back.

"Holy shit you fucked me good!"

I felt a sense of satisfaction as I looked down at her. Melanie's chest as heaving, her huge tits bouncing beautifully as she fought to catch her breath. Her face was beet red and sweating, but best of all, she had a huge smile on her face.

She stretched her arms over her head and gave a satisfied purr while pushing her long legs out. Not able to resist, I leaned over and kissed her nipple. Melanie giggled, "Some one likes my tits, don't they?"

"I love them!" I told her as I looked down the length of her fantastic body, “Damn you're fucking hot."

“And you're a damn hot fuck." She laughed. Sitting up next to me she put her arms around me and asked, “So was that a proper thank you?"

"Um, Yeah," I laughed, “Best thanks I've ever gotten."

"So far." She said, kissing my neck.

"After all, you've done so much for me; I feel I still owe you."

"You do?"

"I do." Resting her head on my shoulder, she grabbed my spent cock and started stroking it.

"You going to let me say thank you again Phil?"

"Jesus." I moaned as she continued to fondle me.

"You're not tired?"

"Hm-mm." she shook her head, "baby I haven't gotten fucked right in years. You've got your work cut out for you" Pushing against my chest, she eased me onto my back and leaning over took my semi hard cock into her mouth.

Despite how tired I was the feeling of her warm mouth and soft tongue caused my cock to begin to grow. Removing it for her mouth she gave me a sexy smile, "You know Phil, we're awfully sweaty, How about you and I take a shower?"

“I...uh..." my eyes widened as something dawned on me.

“Joe! What time does he come home?"

“Not at all tonight." Her smile widened, "It's Thursday remember? Joe always goes to Rebecca's even if he works. We're all alone all night.”

“ALL night?" I repeated, taking in the sight of my cock in her hand and inches from her mouth.

"ALL night." She nodded, "So how about that shower?"

"sure." I moaned as she pumped my cock.

"sure," she asked, “Because you don't have to."