Mom's Best Friend

"Big Tits, Big Dicks and Fantasy Fucking"

"Emily's coming over. She's had a rough time ever since Harry left her. And I don't think she's handled it well. I think she's made some bad life choices. But she's my best friend! So be nice! Don't stare, Dick!"

I was just back home from my first year of college. Emily had been my Mom's best friend since forever. She and Harry used to spend a lot of time at our place. BBQ's, pool parties, dinners and such. I remembered her as a cute blonde woman. She was always nice to me. I hadn't heard that Harry had left her. I had no idea why. But I'd be nice to her. I liked her. You know, she was nice.

And as soon as she walked in the kitchen door I understood why Mom had told me not to stare! But jeeze, it was hard not to!

Emily was wearing yoga pants and a hoodie with the word "PINK" printed across the front. The word was stretched all out of shape by a pair of basketball-sized tits! They pushed straight out in front of her. The last time I'd seen Emily she'd been carrying a C-cup rack at best. Now... Well she was a hell of a lot further down the alphabet!

I gamely maintained eye contact with her after that first amazed look. And then she hugged me! I felt those gigantic melons crush against me while she pulled me close. At nineteen, I did the natural thing. I sprang an instant woodie! And to my embarrassment, Emily felt it!

She grinned up into my suddenly flushed face.

"It's so nice to... see you again, Dick." she cooed as she gently swiveled her pelvis against me. This did nothing to relieve my hard-on. Nor did the way she rocked her upper body against me. If anything... Feeling those huge globes pressed against me was the most exciting thing I'd felt in a long time! What a RACK! She was huge! I thought I could feel her nipples thru her clothing. Was she even wearing a bra? Inquiring minds wanted to know!

"Yeah, you too," I mumbled as I collapsed onto a kitchen stool. I tried my best to hide the result of our clinch. I was hoping Mom didn't notice. But I knew Emily knew it was there.

Thankfully they spent the next twenty minutes chatting which gave me a chance to regain my composure. And I admit I took the chance to check out Emily. Discreetly, I hoped!

At some point Emily opened the zipper on hoodie which revealed the mounded tops of her boobs. They powered up, pushing into the opening she had created. I saw no sign of a bra! I tried not to stare too much. But I'm sure Emily caught me looking more than once.

It didn't seem to bother her too much. She just smiled at me and kept on talking to my Mom. While I kept on looking at her tits every chance I got. From time to time she would flap the halves of the hoodie as if she was warm. I think it was more to show off her tits. To me. And I admit I was looking!

Those were two gigantic boobs! Obviously Emily had had breast enhancement surgery. Enlargement. I mean she had gone from noticeable to 'Oh, MY FUCKING GOD!'. Seriously, you could see them from the back! They were wider than her shoulders and stuck out in front of her by at least a foot! It was ridiculous. And exciting! And sexy as hell! She was no longer an average housewife. She was a bomb breasted MILF! Those amazing tits stuck straight ahead and were topped by the biggest nipples! I could see them thru her skimpy, thin t-shirt!

And the rest of her was just as hot! She had always been in good shape. Slender waist, great legs in the short heels that she was wearing, and a butt that looked like you could bounce a coin off! She was a MILF for sure! But she didn't have any kids. Or a husband now, it seemed.

When she got up and went to the bathroom I watched as she wiggled and jiggled across the kitchen. Those mammoth melons hardly quivered. They just vibrated a little as she landed on her stiletto heels. Her ass was just as firm - they flexed and bounced and shivered in those yoga pants. An inspiring sight which my cock took notice of!

When she came back she walked behind me to get to the fridge and she made a point to drag her finger tips across my shoulders as she went. Mom didn't see it, she was getting more coffee for the two of them.

They kept up the conversation and I chipped in a little here and there. But mostly I was just looking at Emily. Well, mostly I was looking at her boobs. I managed to not get caught too often by my Mom.

I noticed some other things too, once I had started to get a little accustomed to those whoppers. She was wearing make up that highlighted her eyes, really long dark eyelashes, green eyeshadow. Really red lipstick. Actually, kind of trashy, you know? Emily seemed to have plumper lips than normal. I knew that there were things women could do, collagen, I thought.

I got up and started to dig out a soda when Mom went to the bathroom. As I turned around Emily was right there! Just inches from me. I mean her tits were inches from me. Her face was considerably further away.

"Dick, I want to explain this to you." she gestured at the massively round ovoids that were intruding into my space. "Harry took off with some cheap stripper he met at the nudie club. Left me the house and a bunch of money. As if that..." her voice died away.

"Well anyway, I took some of that money and had some work done. Did you know that a woman's sexuality peaks in her late 30's and early 40's?" She seemed to have changed the subject. "And I didn't want to miss out on any of it! I had missed enough while I was married to that low life, limp dicked..." Her voice faded away again.

She smiled bravely. "I wanted to get revenge. I wanted to live! I had given so much of my life to being a good housewife. And then that son-of-a-bitch just up and left me for a younger bitch with phony boobs. So, I decided to go him one better! I decided to become a fucking boy toy! And nothing says 'Fuck ME!' like a huge pair of tits, does it?" She smiled and used both hands to push her tits up against my chest. "And I really, really like my new look and the attention I get! Men can't keep their eyes off me. Even if they are with their wife or girlfriend." She paused for a moment. "Or mothers for that matter!" She grinned up at me!

"I like the way they look at me. I like the way you look at me, Dick I like to show off my new look. I don't mind if you look, really, I don't." She was looking up at me from under her eyelashes. Her hands were resting gently on my chest. I could feel her fingers flexing a little. She was feeling me up!

"You may not know it, Dick, but you have a reputation around here. All the high school girls talk about you. And I think you have earned the reputation, based on what I, um, felt earlier!"

Her hands dropped her tits and we both watched them jostle to a halt, high up on her chest. While I was watching that her hands swept down to cradle my chubby before landing on her hips. Still smiling up into my eyes she took a deep breath which caused her tits to brush against me.

Her hands came off her hips. One grasped the bottom of her hoodie, and she pulled the halves apart, showing both of her gigantic hooters. She took a deep breath. Nearly half of her boobs came into sight, surging out of the skimpy tee shirt that she was wearing. As I gaped she held the hoodie apart so I could see just how massive her tits were. I'd never seen, never imagined seeing, anything so freaking huge. These were definitely the largest tits I had ever seen! And those nipples! Zowie! She wasn't wearing a bra either! It didn't look like she needed a bra. I wondered how big her bra would have to be to hold those huge mounds.

In High School, I'd dated Debbie DiNardo for a while. Every one had called her DD behind her back. And that had been accurate as I'd discovered. Debbie wore a 32-DD bra. She was the largest busted girl in school. She wasn't half as large as Emily was now! Not even close!

"After I got over Harry leaving me," she continued, "I decided to take things into my own hands. I know your Mom doesn't approve. But I've had more sex in the past few months than in my prior lifetime!"

"I've learned to reach out and take what I want instead of waiting for it to come to me." Her hands were lightly patting and stroking my growing erection while she was talking. "I just want you to understand. I'm not looking for a committed relationship. I'm just looking for straight-ahead sex!"

Before I could react she was sitting back down at the table. She grinned up at me, watching as I tried to pull myself together.

For the next half hour or so I watched, enthralled, as Emily put on a show! Without being to blatant she posed for me in various ways showing off her amazing amplitude.

She would arch her body, she would show off how big she was. When Mom wasn't looking she would hold the hoodie open and let me get a good look at how her chest over filled the poor stretched out t-shirt she had on.

The whole time she had a small smirking grin on her face. She knew what she was doing and how it was affecting me. I had a tremendous erection under my denim jeans!

When Mom went to the bathroom again, complaining that the coffee was just running thru her, Emily slowly came to her feet. She strutted around the table, her hoodie hanging open. She brought her hands to the bottom of her t-shirt and she slowly rolled it up to display the underside of the largest breasts I could ever hope to see!

She came around to stand behind me. She leant over me, her giant pillows just CRUSHED against me as she whispered in my ear.

"So here's the deal, Dick. After I leave here I'm going to drive around the corner and wait for, oh, ten minutes. If you don't show I'll know that you're not interested." Her tongue darted out to lick me ear. I shivered at the contact and she giggled before she continued. "If you do show up I can promise you one of the most exciting nights of your life. Your choice, stud!" She pursed her lips, kissed my cheek, and turned away.

By the time Mom got back Emily was sitting at the kitchen table with her hoodie zipped back up and I was sitting across from her trying my best to ignore the biggest hard-on I'd ever had!

After I got myself under control I excused myself and went up to my room and played WOW to take my mind off my Mom's best friend and her transformation from Mom to MILF/ Boytoy/Sex Bomb.

Emily stayed for another hour and a half. When she left she made a point of yelling goodbye up the stairs to where I was playing on the computer.

And a few moments later I was out the door telling Mom I was going to a friends house and not to wait up for me. Well, it wasn't a total lie.

I went around the corner and I saw Emily's Mom-wagon half way down the block. The engine came to life and the passenger door popped open as I approached. As soon as my butt hit the seat we were out of there.

At the first traffic light she wiggled out of the hoodie (which was interesting to watch!).

"Slide over here, Dick" she motioned me closer to her. As soon as I was in reach her hand was in my lap. She spent the rest of the drive patting and caressing my cock thru my jeans. She was an excellent one-handed driver, I must say. Not that I was paying too much attention to her driving. I was watching her titties jiggle and shimmy as we hit bumps in the road.

Soon enough we pulled into a parking spot in front of a motel room. The room was on the back side of the building and the car couldn't be seen from the road.

"C'mon," she demanded as she hopped out the car. Seconds later we were in the room and she had my back pressed up against the door.

"You are prepared", I said as she snuggled up to me.

"Well, if it wasn't you, it was going to be some other lucky guy," she told me. "I would have stopped into a local bar and 10 minutes later I'd have been here with some stud. Believe me, when I set out to get fucked, I get FUCKED!" She emphasized her point by again fondling my now fully hard dick. "Not many guys are going to deny me what I want! Not with these puppies popping out of my shirt!" She shook her shoulders. Her massive boobs didn't so much bounce as much as they jiggled. They were really firm! The half that I could see shimmied back and forth a little and then resumed jutting forward aggressively.

Taking the hint right in front of me I grabbed hold of those thinly clothed mounds with both hands.

"Oh, yes! I love that! Play with my giant titties! Squeeze me, play with me! Pinch my nipples!" she groaned. Her mouth was pressed against mine as she finished speaking.

She gave me the hottest kiss I'd ever gotten. Her tongue invaded my mouth and tried to force it's way down my throat. She was moaning and breathing hard thru her nose as I kept on fondling her tits.

"Oh, honey, yes! Pinch 'em, squeeze 'em! I love it when you play with my big titties!"

And I did all that and more over the next few minutes. At some point we moved to the bed.

"You know, you handle my tits really well, Dick! You have such strong but gentle hands!" She was panting with excitement as she praised my technique.

"Do me a favor," she asked. "When I'm with a guy like you I feel like I'm a whole different person. Don't call me Emily! Call me, um, Busty, or Chesty. It fits me better. It reminds me I'm just a sexy plaything for a horny man to fuck and suck!"

"I've got another idea," I told her roughly. "Why don't I just call you Tits!"

"Oh, God! Tits! Yes, that's perfect! It's what I am! I'm just a big pair of tits for you to enjoy! And a hot tight cunt, too!" She was grinning madly at me and jiggling her tits with both hands! Sexy!

"Now I need to see if you live up to your reputation!"

Seconds later she had my pants down to my ankles and was staring at the bulge my erection made in my skivvies. Her eyes were wide with excitement as she took in the scene.

"Oh, honey, yes! What a bulge! You must be part horse for this to be real!" She was running her fingernails up and down my erection. Then she leaned closer and planted a line of soft kisses up my dick from the twin bulges of my big nuts to where my dick head was stretching the cloth to it's limits.

Gently, reverently, she pulled the waistband of my shorts away, allowing my cock head to pop free. As she pulled down more and more of my erection became visible. I watched as her eyes got wider and wider as it became plain to her that there was more than she had imagined waiting for her! By the time she had pulled my shorts to mid thigh my entire package was on display for her.

"Holy FUCK! Debbie wasn't exaggerating. If anything she didn't do you justice! What a fuck stick!" She was gently handling my over foot long erection. She quickly found that she needed both hands to wrap around it.

"Debbie?" I asked.

"Debbie DiNardo. That little slut bucket couldn't stop talking about you after you fucked her senseless out at the picnic grounds! She just raved about your size and stamina. Little girls like her can't keep a secret you know! She's the main reason that you have such a terrific rep as a stud!"

"I had no idea!" I exclaimed. I did remember the night in question. We had fucked for hours! "She really said those things?"

"That and more. But don't worry. I'm going to make sure you are a legend if you do even half as well as I expect you will!"

Her head drove forward and her lips worshipped at the tip of my cock. She slurped up all the precum that was dribbling out. She sucked it up, sloshed it around her mouth and swallowed it down with enjoyment.

"You taste yummy!" she exclaimed. "I could drink you like a protein shake!"

She pushed her plush lips against my dick head and slowly fed herself more and more of my rock hard dick. First she took the head onto her mouth and lashed it with her tongue. Then she bent forward and took more until she was pressing me against the back of her throat. It felt amazing as she shook her head back and forth rubbing my dick all over the inside of her mouth.

Slowly she drew back until she was just barely kissing my dick tip. Both hands were stroking up and down while she knelt in front of me. I was leaning back on my arms while she looked into my eyes.

"I have never had the chance to try to deep throat such a monster," she admitted to me. "But this is going to be fun! I love big cocks and your's is the biggest one I've ever heard of, let along seen!" She groaned deep in her chest as she bent back to her task.

Before she tried to swallow me again she took the time to lick and kiss my dick head. Her tongue ran around and around my cock and then, with another groan, she started to swallow me up. She quickly got me to the back of her mouth. I felt my head mash against her throat. And then, as she shook her head from side to side, she managed to slide down another inch. Some how that seemed to break the impasse. She proceeded to slowly ingest even more of my stiff dick. Rising and falling she managed to take almost a foot of me into her gullet. I thought I could see her throat bulge with the thickness of my cock as she fought to take more and more. Finally, chocking and gagging, she had to pull back. She had gotten almost all the way down. She certainly had gotten more of it than any of my few other lovers. Most of them had focused on my dick head and used their hands to beat me off until I ejaculated.

Emily, that is "Tits" had done much better. She was smiling up into my eyes from her position kneeling in front of me.

"That was great. I'm going to want to do that more soon. But now, there's something I've wanted to do ever since I saw you magnificent dick. Have you ever tit-fucked a girl?"

I nodded my head before she continued, "I mean, have you ever fit-fucked a pair like these?" She whipped off the wife beater that she had been wearing. She used her hands to plump them for my enjoyment. God, they were big! Debbie DiNardo had nothing like these to offer! They were probably three times as big. And firm! They almost looked like they were sticking UP! I mean the nipples were certainly pointing upwards from the upper swells of those gigantic round bowls.

"I'm going to take your load right between these huge tits," she bragged. "But I've waited long enough to see what it feels like to have your gigantic dick pushing it's way into my tight little pussy. So climb on stud, and let me feel that huge cock force it's way into me. And don't stop no matter what I say! I want it all. Or as much as I can take!"

I was hard as steel as I maneuvered myself between her thighs. I had to back off a little to get the head of my dick to line up with her pussy. But once I was in place I didn't waste any time. I leaned into her, forcing my dick to part her wet pussy lips. God, she was tight and wet!

It took several shoves before I managed to part her lips enough to take the head of my dick. And several more before her pussy lips snapped over the ridge of my cockhead so I could start to really drive myself into her cunt. She started to shiver and quake after I was about four inches into her.

She was staring down between her massive boobs as I drove deeper and deeper. My thick shaft was pushing her cunt lips all out of shape. Pulling them out when I withdrew and then forcing them back into her when I fought myself a little deeper with each thrust.l

Soon enough she was gasping and panting. Little yips of excitement escaped her as I kept up the driving tempo I had established. There was a red rash of ecstasy starting to rise up from her chest and into her throat and she was pitching her hips up and down, left and right!

She stared down thru her cleavage. Her tits didn't sag to the sides like natural tits. Instead they powered up above her chest. I enjoyed pushing them together and watching them quiver as we fucked!

I was almost half way home when she suddenly froze and let out a feral yowl as she came like a canon! Her legs wrapped themselves around my waist while she quaked and rocked thru a massive orgasm. When she quieted down I found I was able to move a little faster and drive a little deeper. Her orgasm seemed to have loosened her up. And I took advantage!