Introduction: An adult woman fondles and sucks two 8 year old boys, (her little boy and his preteen friend).
When I was around seven or eight years old, my childhood “best friend” was a British boy named Ian Denny. His father was in the same line of work as mine and we were posted overseas and lived a relatively insular life, interacting only with other expatriates for the most part.
Still too young to be allowed free-range in the foreign neighborhood, Ian and I mostly hung out at each others houses. We had sleepovers, swam in each others pools, played with our various toys, the usual seven- and eight-year-old type stuff.
But the subject I am writing about involves another side to my relationship with Ian. At this age we were both naive and curious, very curious in fact. I don’t know who first suggested it, but we began to explore each others bodies, usually during the sleepovers. It gradually became a fixture of our time together. Eventually, Ian and I always used to spend at least some of our time together fondling each others genitals.
At the outset it wasn’t even sexual to us, just unusual enough to make us both curious. We were so young that we hadn’t even a clue as to what sex was or what it involved. Ian simply liked the feeling of me stroking his tiny little penis, and likewise did I. Whenever I slept over at his house, we would devote the last half an hour or so of consciousness, after the lights were out, to this activity. Sometimes when we woke up in the morning, inevitably with our penises erect, we would fondle each other then too, but mostly it was a pre-bedtime activity.
All of our mutual fondling resulted only in throbbing hard little erections, nothing else, no orgasm, no climax. We never used anything but our fingers, taking turns either standing up or just lying in bed while the other would touch and squeeze and rub, and we would comment to each other on how good it felt. Sometimes we would kneel to give better access to our tiny hairless private parts.
Like I said, mostly Ian and I fooled around at night, but sometimes we fooled around in the morning, and Ian’s mother caught us like this one morning. We were kneeling stark naked in the middle of the bed, facing each other and fondling each others erect penises in the morning sunlight. It was unusual for us both to be doing it to each other simultaneously, so I think that distracted or absorbed our prepubescent minds so we didn’t notice Ian’s mother come in. We were both concentrating and looking down at what we were doing to each other and didn’t even realize Mrs Denny had come in. She didn’t say anything at first, just stood at the door and watched us with her arms folded over her chest.
Finally she spoke up and we both were startled and immediately tried covering ourselves up with the sheets. “Hi boys…” she said, walking towards the bed. We had both stopped and now sat next to each other on the bed, blushing furiously, shaking and fairly sure we were in a lot of trouble.
“Tell me boys, does it feel nice when you rub your willies?” she inquired. Ian’s mom had always been somewhat exotic and unusual to me, due to her thick British accent, when I was used to a “plain” American accent. Ian’s accent was far less-pronounced, so Ian’s mother had a certain “specialness” to her just based on the way she spoke.
Ian and I were both really embarrassed and quite frankly scared, and all I could do was manage a slight nod. We were scared that we would get in trouble, and we were a bit puzzled at Mrs Denny’s broad smile and seeming
acceptance of what we had been somehow conditioned was a forbidden act. Looking back I’m not sure how these acts had became “forbidden” to us, but we were definitely feeling guilty and confused when Mrs Denny came over and sat right down on the bed with us.
“So you like how that feels, huh?” she asked us again, smiling even wider. We could only nod nervously, both of us looking at each other and then back to Mrs Denny.
Turning to me she asked “You mind if I give it a go?”
I gulped and looked at her, unsure if I understood what she said. “You mean…” my voice trailed off.
“Yes, yes, do you mind if I try rubbing your willies?” she asked.
I just shrugged, not knowing what to say.
“Well, take those sheets off, then,” she said impatiently. We both complied hastily and Mrs Denny looked at each of our penises approvingly and smiled at us. “Your willies look very nice indeed, boys.” She assured us.
“Come now, sit closer together boys,” she urged. We moved until we were touching each other. Taking one penis into each of her hands, she began fondling us both at the same time.
I was the first to gasp. I didn’t know why but Mrs Denny fondling my penis felt much better than Ian! Ian gasped soon afterwards and we both looked down to see what his mom was doing with our stiff penises. Her entire hand was wrapped around my little penis, completely engulfing it in her soft hand. She was also moving her hand up and down rather rapidly, stroking the translucent pale skin up and down with her fingers. I felt twinges of pleasure I’d never felt before in my groin area, and my penis felt very heavy and swollen inside.
Mrs Denny let go of her son’s penis and leaned over to me. She said to Ian, “Let me help Kurt first, since he’s our guest.” Ian just nodded lamely and sat there with his penis all erect and red and swollen, sticking up into the air, jutting up from his hairless crotch.
Mrs Denny kept moving her hand on my penis, but now she leaned her head down towards my lap and said “Don’t be alarmed darling, I’m going to put your willy right in my mouth,” she said. “Don’t worry, it’s going to feel really good, honest!” I looked kind of unsure and she reassured me. “I don’t want you to be scared or anything, okay?” she said. I nodded and managed a weak “uh huh,” staring in total fascination at her hand moving around and up and down on my erect penis.
Mrs Denny didn’t only put her mouth on my penis, she completely swallowed my penis up into her mouth, sucking it right in! I gasped and cried out when she did this, and the first thought was that she was going to try and bite it off or something, and I jerked my hands to her head in alarm.
She took her mouth off and said “Don’t worry! Relax honey! I won’t hurt you!” I let go of her head and she put her mouth around my little stiff penis again.
At first Mrs Denny just held my dingle in her mouth and I gasped at how warm it felt. It felt almost too-hot, almost like burning hot water in the bathtub, but not quite the same. It was slipprier, and Mrs Denny’s mouth
felt very sticky too, almost like warm glue around my penis.
After a few minutes Mrs Denny started sucking and licking and moving her tongue up and down and all around. I couldn’t believe how good this felt on my penis! It felt better than anything I’d ever known before and I gasped and grunted as she slurped her mouth around my little tiny hardon. It was making me dizzy it felt so good! This didn’t last long though, because before I knew it, the pleasure sensations in my penis reached a peak, and involuntarily grabbed Mrs Denny’s head. I remember her dark curly hair felt very soft in my fingers.
Mrs Denny took her mouth off of my little penis and I glanced down and saw a thick white liquid oozing slowly out of the end of my penis, out of the little hole where my pee usually came out. I’d never had this happen before and it scared me, but at the same time it felt positively wonderful, with my tummy feeling all full of butterflies and my legs felt shaky too. I still to this day recall the intense dull ache in my testicles as the white liquid oozed slowly out of my penis and onto Mrs Denny’s slippery hand. Mrs Denny smiled up at me and kept her fingers around my wet penis, stroking up and down. More of the thick creamy white stuff kept coming out and pouring down my penis and onto her hand.
“Look at Kurt’s willy,” she said to her son, but Ian was already watching fascinated. “See that sweetie?” said Mrs Denny. “Kurt just had an orgasm, and that is semen, which contains sperm, coming out of his penis.” She licked her lips and kept stroking my tiny penis. “Remember me telling you about that?” Her son nodded, staring at my penis in his mother’s hands.
“Did that feel good for you, Kurt?” Mrs Denny asked. I could only nod lamely, still panting breathlessly and moaning intermittently, mostly whenever her fingers brushed against the tip of my penis.
When the cream stopped coming out Mrs Denny let go of my penis and sat back on the bed a few feet away from Ian and I.
“Well boys, I can see how you look naked,” she said with a twinkle in her eye. “Now I’m going to show you how I look naked.” she said, smiling mischievously. Ian and I giggled a bit, then got real nervous, looking at each other. Mrs Denny stood up, untied her bathrobe, then unwrapped the garment from her shoulders and let it fall to the floor. Now she was only wearing a bra and her underwear, and in seconds she had popped the bra off. I gazed upon her breasts longingly, feeling my penis twitch. She whisked her panties off and her pussy came into view! I was so excited to be with a naked lady!
I couldn’t believe my eyes! Here was Ian’s beautiful mom, completely nude, standing right next to Ian and I on the bed! She looked very beautiful, better than any of the girls in the very few magazines I’d seen. This was a real live adult woman, standing naked right in front of us!
My mouth was open and so was Ian’s. We just sat there staring at his mom. We’d never actually seen a naked woman in real life, just the pictures in Playboy and stuff. Mrs Denny looked so much better in person.
And Mrs Denny knew it I guess, knew how much of an effect she was having on us two little horny boys. She twirled around beside the bed so that we could see all sides of her. But I was most interested in her front, staring longingly at the patch of dark hair covering her pussy. I had the strongest urge to kiss her right there for some reason, and I’ve never understood where I learned that urge, but it is still very much with me in adult life!
Ian’s mom sat down on the bed and leaned back for a few moments and slowly moved her hips from side to side. At first I totally fixated on her pussy, but then I started noticing her breasts, which I found very attractive as they spilled from side to side. My penis was suddenly very hard again.
Mrs Denny slid over to her son and gave him a big warm naked hug. He hugged her back, and I saw Mrs Denny’s boobs dangling down between them. I saw Mrs Denny reach down for her son’s penis and she took it into her hands and fondled it lovingly.
Breaking off from Ian, she said “Now it’s your turn love.” She moved away just a little bit and lowered her head into Ian’s lap. I watched in fascination as she swallowed up Ian’s little penis into her mouth. Something about Mrs Denny’s nose pressed into Ian’s belly and her chin pressed against his tiny hairless balls really looked appealing to me. But what really looked good was Mrs Denny’s wet lips moving up and down Ian’s erect penis.
Mrs Denny took her mouth off of Ian’s penis for a moment and said “Go ahead Kurt, you can touch me anywhere you like. Just be gentle, that’s all…” She turned back to her son again, and his penis disappeared up into her mouth, her lips working up and down the tiny rigid member.
I watched Mrs Denny sucking on Ian’s penis for a bit more and Ian began gasping and groaning. I got up on my knees and moved closer to Mrs Denny. She was really pretty and her naked body was making me very excited. I
looked down and saw that my penis was completely hard again. I began fondling it myself and wondered why it felt so fantastically good this time when I touched it. Maybe it had something to do with what Mrs Denny had just done for me, or maybe it was just because Mrs Denny was right there in front of me, naked.
I was still admiring Mrs Denny’s body and stroking my penis when suddenly Ian cried out. I turned to look at him and saw Mrs Denny holding his erect little penis in her wet fingers, stroking quickly up and down right on the
sides, and that same thick white fluid was pouring out of Ian’s penis, just like it had done with mine! I was excited and leaned over to look. Mrs Denny kept stroking Ian’s penis, and he kept gasping and panting and whining as she did. “There love, did that feel nice?” she asked her son. Poor Ian could only nod breathlessly, sweat pouring from his forehead.
I was kneeling next to Mrs Denny, my erect penis in one hand, and I had put my other hand on her pussy, patting her pubic hair lightly, squeezing her soft pussy. I’d never felt a pussy before, but I sure liked playing with Mrs Denny’s. Mrs Denny’s pussy was covered by a thin layer of curly black hair, all very nice and neat and curved. She smiled at me and sat up, looking down at my hand down in her crotch. She hugged me and I let go of my penis and her pussy and hugged her back. I drew my breath in when I felt how nice her bare breasts felt pressed against my bare chest.
Mrs Denny pulled back a bit from me and smiled. I smiled back and momentarily touched her right breast. She lay down on the bed and pulled me down to her. I was still kneeling, my butt up in the air now as I was leaning down to hug her. “Come and lie on top of me,” she said. Awkwardly I threw my legs over her and straddled her hips, hugging her. This felt even better to me, especially since my naked penis was rubbing against Mrs Denny’s soft belly.
Mrs Denny took one hand from around my back and reached down for my penis. First she fondled my testicles, which really surprised me. In fact, I jumped a bit at first at the sharp sensations, but then relaxed as she began kneading them softly. When her hand wrapped around my penis it was rock hard again. “Lift your legs up, Kurt,” she said. “Put them on top of mine.” I did as she said, and now I was lying exactly on top of her body, my much-smaller body reaching only from her breasts to midway down her thighs. I felt her legs move apart and my legs suddenly fell between hers.
“Move down a bit now,” she urged. I did as she said and I felt my penis rubbing against her pussy hair. It felt very warm between her legs, and I wondered why she wanted me to move down like this, as it seemed awkward
now with her legs around me.
“Okay, stop love, right there is splendid!” She grabbed my penis again and started rubbing it up and down against her pussy! I was totally amazed at how that felt, first just her wispy pussy hair, but then a distinct warm wetness. Her pussy felt very hot pressed against the end of my penis, and I could also feel her cool fingers wrapped around my penis.
“Now hold still love, and I want you to press your willy forward, really gently…” Her voice trailed off as I thrust my hips forward. I felt my penis sink deeper into the crack of her pussy.
“Just move your hips in and out, back and forth like that,” she said breathlessly, guiding my narrow hips with her adult hands. I did as she asked me and soon found that my penis slid easily all the way into the crack of her pussy! It felt very warm and sticky around my penis, sort of like how it felt when Mrs Denny was sucking on it earlier, but even better in some ways.
I didn’t even have to think about it now. My hips just kept moving in and out rhythmically, Mrs Denny guiding me and pacing me with her hands on my little round bottom. “Suck on my breasts, Kurt,” urged Mrs Denny. This
distracted me and my hips stopped moving. “No, no, keep going, keep moving love…” she said breathlessly. “Just suck my breasts now too…” Her pretty breasts were right in front of my face so I opened my mouth and licked one of her nipples and then sucked it into my mouth, still pumping my hips into her.
Mrs Denny opened her eyes and looked up at her son. “Ian, you’re not supposed to use this word around adults, but Kurt is actually shagging me just now. Kurt’s having sexual intercourse with me right now. His penis is inside my fanny, just like I was telling you about the other day. This is how it actually works.” I looked up at Ian as he nodded his understanding. I noticed that his little penis was fully erect too.
“You can go have a look down there if you want,” said Mrs Denny, gesturing to the space where our bodies joined. Ian moved around the bed and peered underneath to see what was going on. Mrs Denny cuddled me closer to her warm body. “Does this feel nice for you, love?” she asked, kissing my forehead as rubbing my neck and holding me to her bare chest. “Oh yes,” I exclaimed, amazed at how good it really felt to be this close to a woman. I returned to sucking upon her exposed nipple.
“Ian, while you’re down there, why don’t you reach down and very gently rub Kurt’s testicles… I think he just might like that.” I looked up at Mrs Denny and blushed when she smiled at me. I kept pumping my penis in and out of Mrs Denny’s vagina as I felt Ian’s hand cup my taut scrotum. I groaned as his cool little fingers kneaded my taut nutsack, and then that weird feeling started happening again. Mrs Denny realized that I was climaxing and she hugged her arms and legs around me, holding me close to her beautiful body, her one arm wrapped behind my back, her other hand guiding my little bottom as I helplessly humped her wide hips. I kept pumping my hips faster and faster, groaning and grunting as I climaxed into my very first woman, a real adult woman.
My penis felt as though it had literally exploded inside of Mrs Denny. There was pain and pleasure and fire and heat and light… I didn’t know what was going on and just kept moving, because Mrs Denny was holding me so tight I couldn’t move anywhere else anyway. After a few more strokes I had to stop moving because it hurt so much! Ian kept kneading my testicles and I felt them go all soft and saggy in his fingers. I breathed a massive sigh of relief and laid my head on Mrs Denny’s breasts. She patted my head lightly and went “mmm, good boy, good boy,” as I nuzzled against her beautiful pillowy breasts. She also squeezed her long legs around my hips, pulling me into her crotch, caressing my bare little tushy with her hand. I loved the feeling of being so close to Mrs Denny, and I snuggled her right back. Ian had let go of my scotum now and was just lying next to us, watching.
“Kurt, why don’t you get up and let Ian give this a quick try,” Mrs Denny said. She unwrapped her legs and I pushed myself off of her. I stopped for a moment to stare at her vagina. The hair between her legs looked all wet and stuck together. I could clearly see pink folds of her vagina sticking out of her pussy, just like in the magazines. I reached down and patted her pussy carefully. It felt really hot and feverish now and she gasped quietly when my hand rubbed past her pussy lips. “Oh, love, that’s nice,” she said as I touched her. Mrs Denny looked very attractive to me with her legs spread on either side of me. “You like how my pussy looks, don’t you my dear,” said Mrs Denny, smiling as I patted her sex. I could only nod sheepishly.
I scooted back a bit and Ian got between his mother’s legs, kneeling. I came up behind him and suddenly felt bold and had an idea. I reached around Ian to fondle his penis. It was completely hard and very warm. He turned around and smiled at me. I reached around with my other hand and fondled his testicles and he quietly said “That feels very nice, Kurt.” Mrs Denny sat up for a moment and watched me fondle her son’s small genitals. “Oh, you’re doing that so good Kurt!” she exclaimed, watching me give her son pleasure. Then Mrs Denny grabbed Ian’s hips and pulled him down to her waiting crotch, and I had to let go of Ian’s hairless privates.
Ian parted his legs a bit and I laid down on the bed behind him and looked up at Mrs Denny’s pussy from underneath. I wanted to see that more than anything else, and from this angle it looked completely different. I saw Ian’s little penis sticking down towards his mother’s pussy, and then Mrs Denny’s long fingers wrapped around it, guiding it downwards. I angled my head down far enough that I could watch as Mrs Denny lined up Ian’s penis with her vagina. “Now push,” she said.
Fascinated, I saw Ian’s three-inch-long erect penis disappear into Mrs Denny’s vagina! His scrotum partly obscured my view, so I reached under and lifted it up out of the way a little bit. Mrs Denny’s pussy looked like it was very wet. I saw juices flowing all the way down her butt crack and to the bed. I thought perhaps she was just sweating a lot, as I didn’t know any better.
Ian began thrusting his little penis in and out, just like his mother told him to, and I scooted in closer. Letting go of Ian’s scrotum, I reached under further and patted Mrs Denny’s pussy on either side of where Ian’s penis went inside. “That feels really nice when you do that love…” she said to me. I kept rubbing the hairy sides of her pussy, sometimes rubbing my fingers against the slippery sides of Ian’s erect penis as it moved in and out of his mother’s vagina. Ian’s slippery penis felt super-hard, almost like a tiny little slippery chicken bone sliding in and out of his mommy.
Now Mrs Denny was panting and moaning and her legs clamped around Ian’s back, pulling him down onto her. I watched as she rubbed her hands all over her son’s narrow back, one hand tracing down to his little narrow hips, caressing his round little bottom. I was still able to keep massaging Mrs Denny’s pussy this way, and soon Ian was groaning too. I reached one hand up and squeezed Ian’s testicles just like he had done for me, and then he climaxed. He cried out loudly a few times, and his strokes in and out of his mother were shortened and sharp while his body went rigid and his mother gripped him firmly to her body.
I felt Ian’s testicles go soft, and then let them go. I reached further down and put both hands on Mrs Denny’s pussy, stroking up and down and in circles on the outer hairy lips. “Oh Kurt love, don’t stop doing that, you’re going to make me climax,” she said breathlessly. I kept going and felt Ian’s wet penis slip out of his mother, but she kept gripping his tiny body to her adult body.
Soon I could see Mrs Denny squirming underneath Ian, drawing her son even more tightly to her, thrusting her hips up to meet my hands. She cried out softly and gasped a few times, then grabbed my hands and took them off of her pussy. “Oh Kurt, that felt so wonderful…” her voice trailed off as she hugged her son Ian close to her. I went and lay next to Mrs Denny and snuggled close to her myself. She took one arm and hugged me close to her
as well. We lay for several minutes like this, just snuggling and kissing each other softly. Mrs Denny felt so good naked, and it was really nice to be lying there naked with her and with my best friend Ian.
** END **
Disclaimer: Story based on fantasy and protected by European free speech law.