Chapter 1

Ronnie and I have been best friends forever. We met in pre-school and still live on the same street; Ronnie's house is three houses down from mine. His folks and mine are friends in a neighbors-with-kids-the-same-age sort of way. Ronnie's dad and mine coached our little league baseball and soccer teams together, but that was back before Ronnie's dad got a promotion to regional sales manager for the software company where he works.

The last four years he was gone too much for any coaching, and it got worse as the high-tech economy went deeper and deeper into the toilet. We're both only children, so it was especially tough on Ronnie and his mom to have his dad gone so much. While we were growing up one of us always slept over at the other's house at least two or three days a week, even on school nights sometimes. While we were in high school it was mainly at Ronnie's house because he didn't want to leave his mom home alone. That was okay with me, his mom is cool.

Her name is Janice and she lets me call her that even though my folks say I should call her Mrs. Randall. She doesn't work a real job, but is always doing neat stuff. She volunteers at a seabird sanctuary place and sometimes brings sick birds home that need special care. Plus she's funny and she listens and never made Ronnie or me feel like we were stupid or goofy, like some adults do without knowing it. Like I said, she's cool.

After Ronnie and I graduated from high school we decided to go to the same college. We were excited about getting away from home and living in a dorm and stuff, but there was this one problem. Ronnie and I were eighteen-year old virgins. We were both good-looking enough guys and we played sports and had plenty of friends, including girls. It was just that we were the kind of guys that girls called "nice." You know, the kind that stops when the girl asks him to and always makes friends with her parents.

We both wanted to change all that when we got to college, but we'd heard that college girls could smell a virgin from a block away. So at the beginning of the summer, we put on a full court press trying to get laid. We worked at a restaurant washing dishes and clearing tables, and most of the waitresses were older and pretty sexy-looking in the little tank tops and shorts they had to wear. That seemed like a good place to start, as opposed to the girls from high school that Ronnie called the "hug but don't fuck crowd."

After a month neither of us was having a lot of luck. We'd decided to go with the direct approach since we read that older girls were horny all the time. You know, telling them dirty jokes and saying how hot their bodies were, then hoping to get an invitation to their apartment after work. I claimed that I was ahead of Ronnie because Sarah, this really hot blonde who was at least twenty-five told me she'd fuck me when hell froze over. I say just getting a girl to use the words "fuck" and "me" in the same sentence was progress.

That took us to a Tuesday in July, six weeks before we were supposed to be at college for orientation. I met Ronnie in his driveway.

"Why the long face, Austin?" Ronnie said. That was my name.

"You mean other than because I'm so horny I caught myself staring at old lady Jennings on my way over here?" I asked. The Jennings lived in a house between ours, and Mrs. Jennings sometimes worked in the yard in her bathing suit. She was at least fifty and had a butt as big as Bermuda. I felt like I'd struck rock bottom. Ronnie laughed, but not hard; he'd been checking their neighbor out earlier too.

"How about if we head over to the Y and hustle the lifeguard girls?" I asked. This was one of our newer getting-laid theories. The girls were bored while they were watching the rugrats splash around in the pool so they'd talk to anyone, and we figured that if the girls were already practically naked we'd be that much closer to our goal.

"I can't," Ronnie said. "I told my mom I'd help her paint the living room."

"Is it okay if I hang around, too?" I asked. Like I said earlier, Ronnie's mom was cool and she made a mean lunch.

"Sure, but you have to help," Ronnie said.

We headed inside, finding the living room furniture piled in the front hallway and drop cloths spread all over the floor. Janice was setting up a stepladder in the corner of the room, and she smiled when she saw me.

"Hey, there's my crew! If you boys are going to help you'd better change your shirts. There are a bunch of your dad's old undershirts in the utility room, Ronnie," she said. Janice was wearing one of the shirts herself, along with a pair of old cutoff jeans.

She put us to work putting masking tape on the moldings around the floor, doors and windows, while she painted along the ceiling with a brush. We were going to do the walls with rollers. Ronnie and I started on the floor moldings in opposite directions and by the time we were almost ready to meet up, Janice was up on the ladder between us, doing that section of ceiling. As I waited, I found myself staring up at her legs. Janice had pretty good legs for a mom. She worked out at the Y a lot, and even ran in races sometimes. Charity 10K races, stuff like that. She leaned over to reach a last foot of ceiling before she had to move the ladder, causing the crotch of her shorts to gap open. I could see her panties between her legs, the little part where the cotton was thicker. Just as I felt the first stirrings of a boner, Ronnie slugged me in the arm.

He was frowning at me, shaking his head. I knew what he was mad about, but mouthed 'what?' at him just to cover my tracks. A minute later we went to the kitchen for a glass of water.

"Hey, man. That was my mom's butt you were staring at there," Ronnie said.

"I wasn't exactly staring," I said. "I just happened to glance up and noticed that she was in pretty good shape from running."

"Well don't," Ronnie said, shaking his head again.

The rest of the time we were painting I spent a lot of time staring at Janice, but I made sure I did it when Ronnie wasn't watching.

She wasn't a babe or anything like that. Not like those letters to Playboy where guy's mothers are like super models. Janice was more like a mom, but in a fairly attractive sort of way, now that I looked at her. She was thirty-eight, and despite all the running she was carrying a couple of extra pounds. Compared to girls my age her butt wasn't as defined and when she was stroking with the paintbrush the underside of her upper arm wiggled a little bit. She was pretty in a wholesome-but-feisty sort of way, with dark, wavy hair. She wore it shoulder length and usually kept it tucked behind her ears unless it was in a ponytail for running. She looked a little like Karen Allen, the woman who was in Raiders of the Lost Ark.

With the big men's tee shirt on you couldn't tell much about her tits, but I'd seen Janice in a bathing suit before so I had a pretty good idea they were okay. They weren't huge, just kind of average-sized. Big enough to bounce around pretty good when she ran though.

Anyway, by the time we finished I'd decided that Janice was pretty hot, and wondered why I never noticed it before. My discovery bothered me, because it was Ronnie's mom and he was my best friend, and she was so nice and all. That came in handy in fighting back an erection until I left to go back to my place. It was during my walk home, shirt untucked and my hands in my pockets for camouflage, that I made my decision. The hell with the waitresses at work and the lifeguard girls, I was going to fuck Ronnie's mom. And I was going to do it before we left for college. All I needed was a plan.

In the safety of my own bathroom, spanking my monkey while I thought about it, I came up with all sorts of plans but none of them were very practical. Most of them involved kidnapping, or saving Janice from terrorists to earn her limitless gratitude. For a really workable plan I had two main problems. I was almost never around Janice unless I was with Ronnie, and I was almost positive she'd never fuck me voluntarily unless it was the only way to save the planet from a nuclear explosion like in a James Bond movie or something.

For the next week I spent as much time as possible at Ronnie's house, including several sleepovers. I complimented Janice on her clothes and hair a lot, on the theory that all women loved that and it couldn't hurt to butter her up some. This mainly got me a lot of exasperated looks from Ronnie. The closest thing to progress so far was the morning Janice came out for breakfast wearing a really long tee shirt, almost to her knees. It said "Party Animal" on the front and had dogs and cats bounding all over it. I could sort of see her panties through it when the shirt was stretched just right. They weren't the lacy little thong I'd fantasized on her, but they weren't the huge cotton bloomers my mom wore, either. More of a modest bikini-style, with sides about two inches high that rode low on her hips.

The best part was that Janice wasn't wearing a bra. When her tits pressed against the nightshirt you could tell a lot about their shape, and they were decent. Nicely rounded and with only a little bit of sag, they sat slightly wide on her chest so that there would be several inches of space between them. I knew Janice was a "C" cup, this from a prior investigation of her laundry, but wasn't exactly sure what this meant. As best I could tell, these tits were bigger than I could cup in one hand and from the way they moved around they were nice and soft.

The real breakthrough came in the second week of my quest. I showed up after lunch at Ronnie's house to hang out and ogle his mom, but she was nowhere in sight. This was strange, since her car was in the driveway.

"Where's Janice, out running?" I asked casually as we watched TV.

"No, she's sleeping," Ronnie said.

"What, at two in the afternoon?" I asked. As far as I knew, Janice wasn't much on naps.

"She gets these headaches lately, they're kind of like migraines and the only way she can get rid of them is to take a tranquilizer and sleep for a few hours in the dark," Ronnie said.

"Gee, that's tough. Does this happen often?" I asked. Ronnie smiled.

"Just about once a month, like clockwork," he said. "My mom says she can tell when her period is going to start; she gets one of these about two days before."

"Shouldn't we turn the television down?" I asked. Janice's bedroom was right off their family room. Ronnie laughed.

"Not a problem. The pills she takes really knock her out. I had to wake her up once because dad called and said it was some big smoking emergency. I got her to sit up and she even spoke to dad a little, but she was talking nonsense. And when I told her about it later, she was clueless."

The Randall's only had one bathroom on that side of the house, and it shared a short hallway with Ronnie's folks' bedroom. You could get to it from the bedroom or from the hall. I waited about ten minutes, and then told Ronnie I needed to hit the head. I made a big show of picking out a magazine so he'd know I planned on being in there a while. When I got inside, I locked the door. As quietly as possible I opened the other door, the one that led to Janice's room, and slipped inside. It was dark in the room because all the shades were pulled, but after a minute my eyes adjusted.

The king-sized bed was about ten feet away, and on it I could make out Janice's sleeping form. She was on top of the covers, lying on her stomach with her face turned away from me. My heart pounding, I moved forward until my knees touched the bed. Janice was sleeping in her clothes, which consisted of jeans and a short-sleeved knit shirt. I reached out and touched her on the shoulder, then gave her a little shove.

"Janice?" I said in a stage whisper.

No reaction, so I shook her shoulder a little harder. Her skin felt great through the fabric of the shirt but there was still no reaction. My stiffening dick was straining against my underwear, the head caught in the flap in the front. I reached a hand in there and resolved the conflict, then toyed with the idea of beating off while standing over Janice's helpless body. I wasn't exactly sure what I was doing, other than taking a big chance. Ronnie was twenty feet away, and he'd hear it if I tried to do anything really nasty to his mom. And I had at most five minutes before he'd start to wonder what I was doing in the bathroom.

I leaned over and smelled Janice's hair, then let my nose brush against the edge of her ear. She smelled clean, like soap and hand lotion. I dropped to my knees next to the bed and eased over until I was alongside Janice's ass. With two fingers I prodded her right butt-cheek and when she didn't stir at all I tried cupping it with my whole hand. That was terrific, especially since I could feel the outline of her panties through the jeans. Getting more and more bold, I started kneading with the other hand, too, squeezing and petting her ass. I tugged at her shirt, untucking it from the jeans, then tried to slide a hand under them onto her bare butt and panties. The damn jeans were too tight, though.

I decided that the way Janice was lying sucked. Most of the good stuff was on the other side. I was pretty sure nothing was going to wake her up and was so aroused that I wasn't thinking straight anyway. I grabbed Janice at the shoulder and hip and slowly rolled her over onto her back. She landed with her left arm hanging off the side of the bed, and the disruption was enough to get her to move a little. She pulled one knee up about six inches, and her head rolled back and forth a couple of times. Reacting to me like that made the whole setup even more of a turn-on and now my cock was so hard it felt like the skin might split.

I held my hand over Janice's right tit, moving closer and closer until I could feel the heat rising off her body. I let the tips of my fingers touch her, and then gasped. The tit felt soft and heavy, moving easily as I stroked it gently. My fingers slipped around it, squeezing through the shirt and bra. I was trying to figure out how many shirt buttons I'd have to loosen to get my hand inside the bra when all of a sudden light came flooding into the room. I spun around to see Ronnie silhouetted in the open doorway.

"What the fuck do you think you're doing, Austin?" he asked.

I was in a panic, my mind racing. "I... um. I heard something in here and thought maybe your mom needed help. So I came in to check on her," I stammered.

"That explains why you had your hand on her boob, but I'm curious about that pup tent in your pants," Ronnie said, his voice cold and serious.

Not wanting Janice to come around and hear us arguing I moved past Ronnie into the hallway, pulling him by the arm. It occurred to me that I had no idea how long she'd been sleeping, or how fast the pills wore off. I closed the bedroom door and faced him.

"I'm sorry about that, Ronnie. I really am; I don't know what came over me. I really did hear something, and when I got in there I just lost my head. Your mom looked so incredibly hot sleeping there," I said, adjusting my pants to accommodate my rapidly disappearing erection.

"What? You thought my mom looked hot?"

"I feel bad saying it, but yeah. She's a beautiful woman and she's got a terrific body. If my mom looked like that I wouldn't mind if you said it," I said, scrambling.

"Well okay. Sorry I yelled at you, I guess," Ronnie said, still looking confused.

"Look, I better get going," I said, not wanting Ronnie to think about it too much right now. "I'm really sorry about... about what I was doing to your mom. You won't say anything to her, will you?"

Ronnie shook his head. "What am I going to say? That you think she's hot and you felt her up while she was passed out?"

"Seriously, Ronnie. I like your mom a lot. She's about the neatest person I know and it would really bother me if she knew. Cut me some slack on this?" I pleaded.

Ronnie nodded. "Yeah, sure."

I bolted out of there before he changed his mind. I had a lot of thinking to do; the logistics of this were going to be tough. When I got to my room I grabbed a calendar and counted days. Twenty-eight days took us to the second week in August, the week before Ronnie and I had to leave for college. Not much room for error, especially if Janice was a little irregular with her periods.

Her convenient need to drug herself into a stupor solved the problem of getting Janice to agree to being fucked, but I still had the Ronnie problem. The way things stood today, there was no way he was going to let me get near his mom the next time she was out cold. He'd been pretty mad at me for feeling her up, as mad as I could remember him. No, if I was going to do this, Ronnie would have to agree to it. And if he was going to know about it there was only one way I could be sure he'd never tell anyone. I had four weeks to convince Ronnie to fuck his own mom, then watch while I fucked her, too. A tall order, but I felt like I had destiny on my side.

I waited a couple of weeks before going to work on Ronnie directly. He never mentioned the incident with Janice, but didn't act upset with me either. I stopped complimenting his mom as much when he was around and concentrated on being a good friend, which was pretty easy. What wasn't easy was being around Janice. The idea of fucking her had become an obsession with me, and when I was with her I had to struggle not to stare at her chest, ass and the crotch of her shorts, imagining the delights hidden under her clothes.

I noticed little things about her, too. Like how thin her wrists were, and the way she rubbed a finger on her lips when she was thinking. And like the little wisps of fine hair that curled behind her ears when she had a ponytail. When I wasn't at Ronnie's house it seemed like I spent all my time jacking off, planning out exactly how I would undress Janice and what I'd do to her sleeping body, in what order and how many times.

One afternoon Ronnie and I were watching a baseball game on TV, or at least Ronnie was watching the game and I was watching his mom prepare dinner. Ronnie bolted for the bathroom during a commercial, allowing me to stare at the satin running shorts Janice was wearing without having to be covert about it. She was trying to get something down from the top shelf of a cabinet, causing her tee shirt to ride up nicely.

"Austin, could you give me a hand?" she called. I was up in a shot, glad my shirt was untucked.

"Sure, Janice. What do you need?" I asked, admiring her butt as I walked over.

"That cheese grater up there. See the handle?" she asked, pointing. I reached the grater easily and handed it to her. Janice looked at me and smiled.

"Sometimes I can't believe how big my two boys have gotten. Seems like just yesterday that you and Ronnie were in Mrs. Schnell's kindergarten class together. I blushed. This wasn't exactly how I wanted Janice to think of me.

"Sorry. I didn't mean to embarrass you, Austin. Dean and I are relieved that you'll be with Ronnie at college, he looks up to you so much," Janice said. Dean was Ronnie's dad. Then Janice put her hands on my shoulders and gave me a quick hug. My breath caught as the points of her tits pressed against my abdomen.

"What's this all about?" Ronnie asked, flashing me a quick frown as he walked into the room.

"Nothing. I was just telling Austin how proud I am of my college boys," Janice said.

"Let's go for a walk, Ronnie. I could use some fresh air," I said. It was high time to find out if I could count on my friend's help. As we walked I bemoaned our fate at college, flatly conceding that our plans to fuck a waitress or lifeguard were going nowhere.

"Maybe it won't be that bad," Ronnie said.

"Are you nuts? You know what these college girls are like; they're horny as hell, they fuck all the time. But only with guys who can pleasure them right," I said. "Let's say one of these babes picks you up in a bar and wants to bring you back to her dorm room. What're the chances of you getting her there walking around with a boner the size of Vermont? And even if you did, as soon as she started to pull off her little thong panties and you got a good look at her shaved pussy, you'd be shooting your wad all over the ceiling. Am I wrong?"

Ronnie grinned. "I'm stiff as a board just thinking about it."

"Right. And then she tells all her friends about you and you're history," I said ominously.

"We haven't got any choice, Austin. We've got three weeks left and none of our plans have worked. We're screwed," Ronnie replied.

"Not exactly. There's a woman who's a sure thing, ours for the taking. All we've got to do is go for it and our problems are solved," I said, getting excited. "But you've got to keep an open mind, Ronnie. Remember, it doesn't matter who the woman is; it's all pink on the inside, right?"

"Right!" Ronnie said. This was one of his favorite expressions. Then he frowned. "Are you talking about a hooker?"

"No. It doesn't count if you pay for it, you know that," I said. "Besides, where are we going to find a hooker, even if we could afford it? She'd probably turn out to be a cop."

"Who, then?"

"Your mom. Janice," I said. Ronnie stared at me as though I was nuts. "I'm serious. All we've got to do is wait until her next migraine and we're in! What could go wrong?"

"Wrong? You're crazy; I can't fuck my own mother!"

"Why not? Remember how you felt about Mrs. Bretano, the music teacher?" Ronnie had a major hard-on for her our whole junior year. He had to spend the last ten minutes of every class thinking about skin diseases and dead animals to get his dick to deflate before the bell rang.

"What's she got to do with this?"

"She's about the same age as your mom, the same size and they even look alike. Except Janice is a whole lot prettier and she's got a better body. While you're doing it you could imagine that you're fucking Mrs. Bretano. And it won't even seem like it's your mom. The room will be dark and when she's sleeping like that she can't look at you or say anything. That was why I was groping her the last time, just to see what it'd be like. Do you think I could fuck her if it seemed like it was your mom?"

"I guess not. What was it like?" Ronnie asked.

"Great! When she was lying there all I saw was a hot, sexy body. With great legs and a nice set of big knockers."

"I don't know..." Ronnie was wavering. He wanted to believe me, I could tell. It was time for the clincher.

"Ronnie. If we don't get laid in the next three weeks we could be scarred for life, right?" He nodded his head. "Janice is the one woman in the world who would do anything to protect you. Hell, if she knew about our problem she'd want us to fuck her but then the problem would be we'd all remember it every time we saw each other. So while she's passed out from the drugs is perfect! We get what we need, no one gets hurt, and she won't have any idea that it happened."

Ronnie didn't say anything; he just looked at me.

"You don't have to say yes. Just tell me you'll think about it," I said.

After a minute Ronnie nodded his head. "I'll think about it."

By the thirtieth day since Janice's last period, I was starting to think she'd skipped a cycle. Then at eleven o'clock that morning I got a call from Ronnie.

"It's today. She's feeling woozy already and says she's going to wait until after lunch before she takes the pills," he said, voice muted. Ever since Ronnie agreed to my plan, he'd been calling Janice "her" or "she" instead of "mom."

'Oh, man. That's great! How long will it take before she's under?"

"Maybe half an hour. Say one o'clock."

"And then we've got four hours?"

"Yeah. Listen, Austin. I'm not sure if I can do this. But you can go ahead, I won't hold it against you or anything," Ronnie said, his voice flat.

"Don't make up your mind yet, Ronnie. Hang loose, I'll be there at one," I said, and hung up. Only hours now until I'd be up to my balls in Janice's wet mommy pussy, and I had things to do in the meantime.

When I got to Ronnie's house I just walked in. Ronnie was in the kitchen, putting away dishes and swiping absently at the counter with a dishcloth.

"Where is she?" I asked, my heart pounding.

"On the bed, I think she's out," Ronnie mumbled.

"You checked on her?"

Ronnie nodded.

"What's she wearing?" I asked, getting very excited.

"That navy blue running suit with the white trim, and a white shirt with no buttons," Ronnie replied, rubbing a hand across his crotch to adjust himself but not making eye contact.

"And a bra? Is she wearing a bra?" I asked hopefully.

"Yeah, I think so."

"Perfect, perfect, perfect," I mumbled, making no attempt to hide the hard-on that the description of Janice's attire generated.

"What's in the bag, Austin?" He pointed at the shopping bag I was holding.

"Just some props and stuff. I think you'll like them," I said. "Listen, Ronnie. How about if I go and get her all ready for you? I think that'll make it easier. Trust me, you're going to do just fine in there. Keep reminding yourself that it's a pussy, a pair of tits and a nice set of legs on that bed in there."

"Okay, I'll try. How long will you be?"

"It might be a while. I've got to get her undressed and all set up. Don't come in until I tell you though, it'll be better if you see her when she's all ready," I said, backing toward the hallway to Janice's room.

I stepped inside and shoved the door closed with my shoulders. The room was dark, but not as dark as the last time because the shades weren't completely drawn. Janice was sprawled on the bed face down again, with one leg straight and the other pulled up, knee at a ninety-degree angle. She was wearing the blue running suit like Ronnie said; it was made out of a soft, velvety fabric that clung to her body. The zippers at the cuffs of the pants were open, and on the leg that was bent almost all of her calf was showing. Janice was wearing little pink anklet socks.

I took a deep breath and walked to the side of the bed. Her face was turned toward me, mouth open slightly. Janice's features looked softer now, facial muscles relaxed by the carefree release of deep, drug-induced sleep. I took hold of her right wrist and lifted that arm eighteen inches off the bed, then let it drop.

"Yep. She's out," I said. I knelt down, putting my mouth an inch from Janice's cheek. "Hey, Janice. You don't mind if I take all your clothes off you and fuck your brains out, do you? No need to answer unless it's a problem." I waited a moment.

"Good! Well then, let's get started."

I climbed onto the bed on my knees, straddling her thighs. I grabbed the elastic waistband of Janice's pants and worked them down until her panty-clad ass was showing.

"Oh, man. Look at that butt!" I whispered. I cupped an ass-cheek in each hand and squeezed the soft, supple flesh, rolling each half in opposite directions, up and down. Janice was wearing white cotton panties, bigger than the ones I'd seen under her nightshirt at breakfast the week before but they still qualified as bikini-style. I slipped a finger under the waistband at the small of her back and pulled up and back for just a glimpse of naked ass before letting the panties snap back into position.

I edged back on the bed, letting my fingers trail along Janice's legs until I was standing again. I took hold of the pants at the cuffs and pulled, backing up slowly and watching as the waistband worked its way down her legs and finally popped free of her feet, both legs now straight, toes out. I thought about it for a moment, then reached out and pulled the anklet socks off, immediately pleased with my decision.

I realized that I'd been forgetting a part of my plan. Returning to my shopping bag, I removed a digital camera, 4 megapixels with a fresh 72-MB flash memory card. I backed up, getting Janice's face in the shot, and snapped the first picture.

I went to the other side of the bed to roll Janice onto her back, wanting her in the middle of the bed this time. She turned over easily, winding up with one leg pulled up again, knee splayed out. The jacket of the running suit was partially open; I pulled the zipper down and peeled the garment out of the way. Janice's tits lurked under the white cotton shirt, her bra supporting them so they poked straight at me. I slapped lightly at the sides of her boobs, enjoying the way they bobbled on her chest.

I knew I needed to hurry because Ronnie would be wondering what was going on. I climbed on top of Janice, sitting lightly on her hips, then slid my hands under her armpits. I lifted her upper body toward me and her head lolled forward onto my right shoulder. I could feel her breath on my neck. I worked the jacket of the running suit off her shoulders and down, pulling Janice's arms back. I tugged on it until her hands were free and then tossed the jacket on the floor. This left the shirt, which had cute little half sleeves and a nice scalloped edge of lace at the collar. Wishing I had more time to play, I grasped the bottom of the shirt at her sides and pulled up, drawing it over her bra. Her shoulders appeared and when I got the shirt past her elbows both arms dropped, leaving Janice's head completely covered by the now inside-out shirt.