It was time to cut Alice’s yard and I was a little nervous that she had discovered something.  As usual I put my bike by the kitchen door and knocked.  When she opened the door I felt my pulse race.  Her makeup today was striking with bright red lipstick.  I could smell the sweet perfume and there was something more…her breasts seem to stand out.  “Hi Jim! Come in!” I entered and she immediately hugged me feeling those soft breasts press into me and feeling their warmth – I was immediately aware of my rising hardness “I don’t think you need to cut this week…its been a little too dry…What are your plans for the rest of the day, other yards?”  I said “No…mom has to work till 6 today so I told her I was probably going to a movie with the guys.”  I wanted to say how attractive she looked but I couldn’t think of the right words, I just asked “Are you going out?” then added “You look great!”  “Thank you!  No…not going out…I just felt like dressing up today.” She wore a blouse and dark skirt that ended half up her thighs, in nylons and heels.  As she walked to the sink my eyes dropped to her plush cheeks quivering and bouncing…they looked more rounded and I thought about what I saw on the maniquin.

She pulled a spoon from a drawer then opened the fridge “Try this…I wanted to see if I could improve it.” Butterscotch pudding! I took a spoon of it and my tastebuds went wild…there was a trace of bitterness overpowered by the salty sweet mix – I finished the small bowl pleased to tell her it was the best yet. “ I have a new contract and I need to get some rough photos…I think you’d be perfect for it…would you be interested in helping me?  It’s worth –“  I said “I’d love to” thinking  spend more time alone with her?  Well yes!  “Wonderful!  It’s about male swimware for athlets…I’ve laid it out in the 1st bedroom on the right.  Just change into it and come into the studio across the hall.  I’ll get us something to drink and be in the studio. 

I walked into the bedroom closing the door – there were three items on the bed and seeing them made me a little nervous.  There was a silkly leopard print robe, a silky shirt just like it, and a red pair of what really looked link panties but with an oddly shaped front with a small pouch.  Well I said I would, so I totally undressed.  My poor cock was already rock hard as I pulled the trunks up feeling my balls press into the pouch.  The snugness held my shaft closer to my body and I liked the fit.  I put on the shirt and its silkiness reminded me of her negligee.  I put on the robe tying it in front feeling it end mid theigh.  That was it…didn’t seem it would take long to shoot some photos and that meant I probably wouldn’t get to spend a whole lot of time with her and that made me feel a little disappointed. 

I walked into the studio to see she had set things up “This is champagne…and don’t worry…I’m not about to make you drunk…I just think you need to relax a little so take a nice swallow”  I did, she refilled it and sipped from it which I found a little exciting.   “As you can see there are numbered cams, when I tell you a number as I pose you I want you looking at that camera…” She metered me, changed my hair style and even put in contacts that totally changed my eye=color to a brilliant blue/ began posing me standing…then sitting.  Some positions I wasn’t sure of what she wanted so as the cameras clicked she moved me various ways brushing those breasts against me.  She told me to take the robe off and I was thankful for that as the lights were making me uncomfortably warm.  I had been looking at her catching glimses of leg and cleavage and that seemed quite enough to keep me at a stiff hardness – thank gawd she ignored it.  We chatted a little as she posed me in more and more positions asked  “Tell me Jim…do you have a girlfriend?”  I kinda choked on that but oddly I didn’t mind answering her “No…I get too nervous…”  “Well that will pass with time…and experience.”  I didn’t think modeling something so simple would take so long…but she was obviously very good at it seeing her work in other magazines around the house…and I thought about that one made my cock strain.  “Go on and take the shirt off Jim…I know how hot these lights can get.” My torso wasn’t anything she hadn’t seen from my outside work.  “You really would make a great male model…there’s a lot of money in it and I could manage you.” I laughed “me? That’s funny!”  She smiled handing me the glass “oh you think? Models get royalties and an initial fee of $1200 and up just for the time you’ve already put in.” I gasped “really?” as she sipped from the glass after me “Yes dear really…and I think you’d be higher.  Now sit and face the camera, there are a few more I want.”  She let the cams go on auto as she positioned me…her touch felt like a silky current going through me…her covered breasts lightly touched me.  I wasn’t as nervous as I had been…she had a magic about her I didn’t understand. 

“Now stand up and lets try a few just for fun.  Try a few poses like you see in this magazine.” It was a body builder magazine…as those crazy poses.  I laughed “I don’t have anything like these guys.”  She giggled “Just try them Jim.” I shrugged and went into a few of the poses, Alice adjusting as I did.  “Now…stand there, balled hands on your hips like Superman…” I did, looking into the wall mirror behind the camera she went behind me moving her arms through mine. “Just stay right like that” feeling her covered plush breast press into me one of her arms went across my chest with her other hand folding on my stomach her chin resting on my shoulder – I suddenly became much more aware that my crotch was bulging a lot more!  She pulled back raising the stool higher and told me to sit down, feet on one of the rings – that was enough to hide my bulge.  She stood behind me resting her hands on my shoulders.  

She had me stand then she sat telling me to get behind her. Her head was at my chest “Extend your arms above and over my shoulders – you’re getting tense Jim…try to relax.”  I did, her hands reached up to fold on my wrists “lean down, put your head next to mine as I did you…” breathing her perfume in deeply she folded my arms cross over her, her breasts being pressed by them holding my wrists firmly.  She then uncrossed them but instead of releasing then she moved her hands to mine pulling them up.  I gasped as she held them under the ribbed cups – she giggled “Relax jim, you’re only touching my corset.”   She let them go and stood up moving the stool as if nothing had happened…that disappointed me yet I felt oddly relaxed except for that bulge in my trunks. 

She walked over to me and positioned me telling me to look into camera two then moved beside me .  “Wrap your arm around me and lay your open hand over my hip…good…pull me against you…keep your hand there…”  She turned slightly…our eyes locked…a beautiful smile crossed her face and suddenly I felt a hand fold over my crotch as she said “I have been aching to see what this is all about…” I felt fingers grab folding around my shaft and a wild fear yet excitement  run through me!  I was aware of the cameras clicking away as her grip tightend  “ Jim…I know what I do to you…I’ve known for some time now…and I’ve been planning this for several weeks…” I felt like I should run by my legs wouldn’t work.  “Sit back down” she said gently.   I heard myself say “A-alice…I think I need to go-“ she put a finger over my lips “shuuu…we both know you don’t really need to rush off.  You’re nervous…and this” she traced two fingers over the thin material of my shaft causing me to take a deep breath“…and that you’re not running for the door tells me something else.   You don’t have a girlfriend and I doubt you even know how to masturbate.”  My face went red “don’t be embarrassed by the truth dear.  I’m going to give you a choice…one of them is to leave if you really want to so hear me out”

“You’re a handsome young man and very well endowed in the man department.  I’m old enough to be your mother, a little heavy and I’m 2 mos pregnant…I also don’t have any VDs.  I want what you have and I think every young man should have a woman teach them how to please a woman.  I’m giving you a choice Jim and this will be the only time I do it…but first I want you to feel what you do to ME…” she raised the front of her skirt and spread her legs “I want you to reach and fold your hand over my pussy.”  My mind was going all over the place…to touch her love nest that I had only seen?  “Do it Jim…” I wasn’t even thinking clearly before I realized my hand was there, warm damp lips gasping “You’re WET!”  She giggled “Yes…and no dear…lowering a hand over mine, her finger pressing two of mine into a tight channel “keep them there…I am wet but that’s due to the orgasms you create in me…and I’ve had several every time you’ve been around me…there is just something about you near me that I want near me…” She pulled my hand back raising it to her lips, sucking my fingers as she looked at me.  “So…the CHOICE…” taking a swallow then giving it to me as she moved a hand back onto my bulging harness.

“As I said I know what I do to you…and now you know what YOU do to ME.  I want to teach you how to please a woman…how to make love to her…how to fuck her…and of course I do mean ME.  I want you to become my lover…to touch me, feel me, learn how to kiss, and make love to me…as often as we can.  But…if you choose to leave you will never again see me like this…never again feel my touches…never even touch me”.  Yes she was heavy, but that was one of the odd things that attracted me to her…to me she was absolutely beautiful.  “Jim I want this…but I’m not going to force you – but I do need your decision now…”  I choked looking into her beautifully made face half embarrassed seeing her I wasn’t even aware of thinking as I heard my raspy nervous voice “p-please…teach me Mrs-“ again she put a finger over my lips “It’s Alice Jim… I will teach you…and you will love it…we will become lovers…so for now on no matter who is around it’s Alice.” 

“Stand up…” she stepped back enough for me to stand – her hands went straight for the buttons on my shirt “I’ve loved seeing your chest bare…and now I want to see it more often like that.”  My body trembled to her touch, feeling her draw off my shirt…she ran her hands over my chest…“I want you to know how excited and happy you’ve made me saying yes…now I get to see…to have…what has attracted me so much to you!”  Her hands folded on my hips and she kneeled running a finger around the intense wet stop at the top of my covered cock.  “Oh gawd…what are you going to do…” She looked up and smiled “Don’t worry lover, I don’t think a little attention to such a handsome manpiece will make you explode…but you will be.”  She moved her lips against my covered tips looking up at me, watching her cheeks hollow as her lips force the material around my head then let it go.  Her hands reaching up, fingers looping the briefs, and quickly pulled them down to mid theighs as her mouth took me.  I had never felt such warmth, such a flood of pure excitement!

I watched her eyes and mouth slowly suck my rod into her, feeling the warmth of her mouth, her tongue working over my shaft…I had never felt anything so great.  I was stunned to feel  her hands on my bun and my 7” length disappear feeling what must be her throat tight around my head.  I gasped and moaned as I felt her tight lips pull along my length hearing her “ummm” as she licked my head releasing me.  “I knew your pre-cum would taste sweet…all that sugary pudding and peaches I suggested you eat!  So tell me Jim…you really have never made it shoot white?”  I gasped “N-no…I-I’ve tried but just couldn’t get it to do that”.  She rose smiling at me “Ohhh you will be darling…and you’ll love it.”

She rose grabbing the tips of her covered breasts and squeezing hard…when she dropped them the areas around her nipples began to grow dark with wetness. “She stood in front of me and quietly said “Unbutton my blouse…”  My hands trembled reaching for the first button, then the second seeing the top of that leathery bodice…feeling the warmth of her breasts as I worked my hands down to the last button over her belly.  She folded her hands on me briefly “now move your hands in…feel my skin…and slowly move them up…under the cups…under my bare breasts and push the blouse away so your can see them…”  I gasped “I-I love them…” she smiled “and you will be…now run your hands up to my shoulders and push the blouse off…”  “They are yours dear…I want your tongue to lick over and around one…”  I was literally too helpless to resist…she stepped closer and my tongue touched the warm softness of a nipple sweetness with a taste of saltiness – in an instant I was running my tongue around her nipple tasting a lot of saltiness…the next instant my lips had sealed around her sucking as it seemed to explode in a stream of sweet milk as she moaned, holding my head to her. “Oh gawd Jim get those hands up and squeeze mamas breast!” she had grabbed them and was holding them”put your teeth at the base of my nipple and gently press and pull…” more sweet milk – she gasped – “don’t forget the other one…” I pulled back then quickly wrapped my hands on the other, hungerly closing my mouth on her as she moaned and pulled back rubbing her nipples “Oh gawd you learn quick!”  I giggled…”you taste sweet…it reminds me of something” she smiled “well you did suck your mothers as a baby…and the last couple of weeks you’ve been tasting me in the pudding!”  I was surprised – she giggled – “yes…as soon as I started producing I started collecting to replace the milk in the pudding with me…It was such a wickedly delicious idea I couldn’t resist.  Now…before we go any further it’s time for your first lesson… learning to kiss!”

In time you will learn when to kiss a woman…you don’t force it and you start out slowly. I’m going to explain some fundamentals then I want you to do them.  You wrap your arms around her with one hand folding over her bra strap…this is so you can pull her breasts into you.  If she wants you to hug her tighter her hands will move from your sides to the small of your back.   The other hand should at her lower back so she can feel your crotch tightly against her.  Most women including me will do the same – it is a close sensuous embrace.  Tongue play is very important in passionate kisses as well as sucking the others tongue.  As the lips touch run your tongue slowly over her lips – she may try to suck it in…let her.  To really excite her run your tongue along the inside of her lips…”  It is very important for each one not to spend a lot of time in the other so each has a chance.  Mouths will water and it excites most women feeling her man sucking her wetness…and most will do the same.  Now…do it.” Stepping closer so the tips of her nipples touched my chest it was like a wild electric current started to run through me…a wild total desire that had my body trembling.   One of my hands moved to the square of her back feeling her naked plush warm breast tightly pressing. My other hand folded on the small of her back at the waistband of the skirt pressing my bare hard cock against it.

…

She finally moved her hands up between us and gasped “you are a wonderfully fast learner!”  I giggled and choked out “I-I think It’s more the teacher!”  She giggled “that’s better…you’re becoming more relaxed!”  I laughed “well maybe!” looking down at my painfully swollen cock.  She reached down wrapping a hand around it.  “Not to worry dear…since you never made it shoot white – to cum…what we’re doing now shouldn’t make it…but you’ve made me weak in the knees.  Let me sit on the stool and you pour us some champagne.”

Alice moved the stool and rolled a cushioned chair in front of the screen.  “Now Kiss me again and unsnap my skirt…I want to feel your bare hands grabbing my buns…” my cock leaked as I held her wonderful buns…

Jim…go to your knees in front of me and remove my skirt…there are a few things you need to learn…” I kneeled “put your hands on my knees…slowly spread them so you can see my pussy…” as I did I could see her large outer lips glisten…as I spread her legs her lips parted with stickiness – I could smell her – I liked it.  “I-it looks like a flower…”  She giggled “Yes, and its full of sweet necter, but we’ll get to that.” She put a finger on her clit asking if I knew what that was – I did from reading her and moms books.  “It’s your clit…” “It is the most sensitive part on a womans body…even her nipples aren’t as sensitive as this is.  It is important the mans shaft rubs against it while making love so he can give her the best orgasms.”  I said “I read it can be sucked…does it…cum?”  She laughed, “No honey, licking and sucking it can cause massive orgasms from a womans pussy.”  Her fingers went lower…two dipping into her entrance “this is where your cock will go to make love to me…” I still couldn’t believe that “but…it’s so…SMALL!”  She laughed “yes it is…to give a lover the best tight fit…and in about 7 mos a baby will come from there” I knew it was true, but it was something I couldn’t imagine.  I asked her about words I had read like necter and honeypot – she said “move closer…push your hands under me so you hold my cheeks and reach your tongue out to touch my clit…” as soon as I did she quivered – I sucked it into my lips and began working my tongue – she moaned loudly…I sucked on it and she moaded even louder bucking her hips  – I stopped “a-are you okay” she grabbed my head “MORE baby!” I quickly sealed my lips on her – she held me tighter moaning.  I needed to find out…I needed to taste all of her – I opened my mouth wide to cover her whole pussy sucking hard as I worked my tongue around and in her.  She exploded and a wave of wet, warm, sticky and saltiness exploded in my mouth – I LOVED it quickly swallowing and went to work even harder as her moans grew louder and her hands nudging me away!  “Oh GAWD baby let me catch my breath!”  There was something familiar about the taste “I loved doing that but it reminds me of something…” she giggled “Maybe the pudding?” I was confused as I realized she seemed right. “I’ve been planning this a long time. I would work myself to orgasm collecting my juices, then when my breasts began producing milk I replaced it. I wanted you to be used to a bit of my taste before you got to this point…are you bothered by that?”  I laughed  nervously “S-soo you’ve been planning this a while…starting when?”  She smiled “Since the first time I hugged you close and felt that bulging manhood…” She rose from the chair, picked up a control and all the lights and cams turned off.  She took my hand “now it’s time for something more…” leading me to the bedroom.   

She pulled down the spread revealing green satiny sheets then piled three pillos in the center of the bed.  She got on the bed resting her hipls on the pillows then spread her legs time.  “Get up here Jim and move up between my legs – position that head at my entrance!”  All I knew is I loved what she had done so far and this was supposed to be the best.  I quickly moved up between her legs staring at my cock…I had never seen it so hard…it looked longer and thicker as I saw her hand reach for it pulling me into position. 

+++

Everything she had done up to now only excited me more. I had seen that beautiful flower…tasted it…sucked and swallowed her. Now seeing her scantily clad body laying before me, her plush breasts hanging to her sides, her hips raised and legs spread with open wet pussy lips was now inviting me.

I could feel the warmth of her lips surround my head ”now…gently press in…I want to feel EVERY inch of you!”  I began to gently press in…it felt like a warm tight glove sending wild sensations through me.  Her legs folded over mine her hands on my hips as our eyes locked – her letting out a long soft moan as I began to press in gently…

and pulled me hard into her – she half screamed and I panted ‘are-are you okay?”  She giggled “Oh yesss lover…you’re perfect in size!”  “I-is this how I…cum?” she laughed “Oh no honey it’s not as easy as that thank gawd…there’s work you need to do but first…” she pulled my head down and we started to kiss, my hands feeling her plush full breasts my body totally overwhelmed by all the sensations running through me. 

Alice nudged me up – he face seemed to glow “Now…try staying in that position and just using your hips pull back but not out, then sink deep in me…do this over and over…”  I did and gasped “Gawd Alice this feels great!”  smiled, her eyes seemed to glow “Yes it does ughhhhh ohhh that’s the way baby…this is making love…this is FUCKING!”  I gasped “Y-you look so…beautiful!”  Her hands were on my hips, driving me “gasp…and you lover…so young and handsome…and now – ughhhh – so wonderfully deep in me!  No stopping baby…you have to keep pumping like that no matter how tired you feel…and you’re rubbing my clit beautifully!”  The minutes dragged by “Oh gawd you are a virgin…and mine!  Soon you’ll feel something like a string being pulled from your balls, it will feel like its passing through your body.  (Gasp) when it starts really start pumping into me hard.  You will know when you’re about to explode – I want you DEEP!”

I could feel something begin – she knew it “Now lover...faster…HARDER!” I started muttering “I love you…I love you…” as I felt that string racing - her legs bucked up tightly against me as my cock felt like it swelled – a wave of wetness exploded from her as exploded continuing to mutter I loved her.  She held me tight, both of us panting as my cock just twitched  “Ohhh gawd baby give mama your cum…”  I laid down on her feeling my hardness shrink and quietly telling her “I love you” again…she held me tight “I love you too darling…you are now a man…and you are now ALL mine!” I loved that…and I knew I would do anything I could to have more of her!”  

I felt pleasure in her words and I loved everthing we did – and I knew I loved her!  “Gawd you were even better than I dared hope!” She said quietly.  I leaned up looking into her face and there was no doubt about how I felt leaning down and kissing each of her milk dampened nipples.  I had to look between her legs…her pussy lips were wetly covered and the scent was different than anything I had ever smelled.  “You’re really wet!”  She giggled “Honey I was already in orgasms before you began to cum and not many men I’ve had could do THAT!”  Semi thick milkiness was beginning to creep from her “is that my cum?” She reached down wiping a finger trough it left a string from her pussy to her finger that broke – our eyes locked as she licked it then smiled “no dear it’s not cum…it is our lovemaking necter and it’s delicious!” she dipped her fingers down again and this time raised it to my lips…I wanted to taste that necter and I sucked her fingers.    “Sweetness like this shouldn’t be wasted…do you have any ideas?”  I had to find out what that was all about – I quickly moved to lay between her legs shoving my hands under those big plush buns.  With no hesitance I opened my mouth wide this time running the legth of my tongue over her clit. Alice moaned grabbing my head as a torrent of warm juices exploded in my mouth – the taste reminded me of her panties but that didn’t explain the lesser taste that was in her bra.  She was very right…I did want her…and now I knew I loved her…

+++

We layed that that for a while…my mind steel reeling with all that had happened and glanced at the clock gasping…we’d been at all this for hours and it was getting about time for me to be going home.  Alice ran a hand over my face “I know…I don’t want you to go either but Rick will also be home soon.  You should shower as soon as you get home…a woman can smell another woman on a man.” She rose “We are now lovers and you are now a man…but you are MY man.  Before you leave I want you to understand a few things…”  “Tell no one about us or what happened today…this is our special secret.”  She folded a hand around my limp cock…it immediately began to swell “Mmm I can see you are going to be a stud of a man!    This is ALL mine…and what is in these balls is all mine too.  Now that you know how to make it cum I don’t want you playing with it…no masturbation by pumping its length to make it cum…the cum in those balls is mine and I don’t want it wasted.  We won’t see each other every day and I don’t want you coming over unannounced.  This is partly so we will always be excited to see each other.  The first thing you do when you arrive will be the last thing you do before you leave…taking me in your arms and kissing me. I won’t be making pudding for you from now on because the second thing I want you doing is eating me out” that THRILLED me! “I want a lot more of you Jim and a lot more from you. “

By the time the child in me is your age – if it is male – I might be too old to do a fantasy that’s been plaguing me for a long time.”  I looked at her “You made my fantasy real…I love you…can’t I do this fantasy?”  She smiled “I just don’t want to do a fantasy…I want it as real as what I’ve done for you…and what you’ve done for me.  My fantasy has been having a son and that we both love and share sex together – do you think you can call and think of me as your mother?”  I gasped “one of moms books is like that…I-I think…that might be wild fun!”  She giggled “I think so too…but it might make me so hot we wear each other out”  We laughed and I said “Lets find out…MOM!” She grabbed and hugged me – I quickly moved to kissing her hearing her ummms…”

I got home and showered – it had been a WONDERFUL day!  Of course thinking of events I had a rock hard…but I had made a promise and I was going to keep it…that cum would be kept for Alice…for my mom!