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This work is copyrighted to the author © 2008.  Please
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The Good Guy
by Spenser (pilot2nav@yahoo.com)

***

A true story about an unexpected evening with my 
mother's best friend. (F/m-teen, ped, reluc, 1st)

***

I grew up a pretty typical 15 year old guy living in 
suburbia in the mid eighties. I went to school, hung 
out with my friends and did odd jobs for spending 
money. One of the odd jobs I would do on occasion was 
babysitting; pretty easy cash for not much work. So it 
wasn't much of a deal when my mom asked me to baby-sit 
for her friend Kim. 

Kim was one of mom's best friends though she was 
several years younger than mom. She was also one of the 
few divorced people I knew in our neighborhood. She had 
been divorced a couple years and had a three year old 
son named Jake. Kim was going on one of her first post 
divorce dates. A date with a guy mom had proudly set 
her up with. 

So on one warm Friday evening I gathered up my book 
bag, got on my bike and rode the few blocks to Kim's 
house. I walked up to the door, knocked and announced 
myself. A voice in the back of the house told me to 
come on in. Kim was one of those old fashioned trusting 
souls that rarely locked the front door. I made my way 
into the house, past the living room and into the 
kitchen. 

I put my book bag on the kitchen table and looked into 
the family room. There was Jake in a corner of the room 
playing with his wooden train set; which is all he ever 
seemed to do. I went over and said "Hi" to Jake, then 
returned to the kitchen table and grabbed a seat. A few 
minutes later Kim came scurrying out from the back 
bedroom. 

I had never really thought much of Kim. She was a 
grown-up, my mom's friend; just another adult in the 
neighborhood. Years later I can tell you she was a 
beautiful woman, average height with beautiful short 
brown hair. She had a beautiful face and beautiful blue 
eyes. She had large firm breasts sitting atop a slender 
waist and a beautiful shapely ass and legs. But to a 
fifteen year old kid, she was just another adult. 

She padded into the kitchen in her stocking feet 
wearing a black halter-dress. The dress wasn't too 
short or sexy coming down a couple inches above her 
knee. The skirt was connected to a halter top that was 
tied in a bow in the back; the ends of the bow brushing 
her shoulder blades. 

Kim proceeded to give me the obligatory pre-departure 
safety speech as she cruised around the kitchen tending 
to last minute details. I pretended to pay attention, 
putting my legs up on the rungs of the chair next to 
me. Suddenly Kim gasped as a car pulled into the 
driveway. "He's here" she exclaimed as she retreated to 
her bedroom. A minute later there was a knock on the 
door. Kim yelled "I'll be right there" from the back 
room. 

A minute later she reemerged from her room now with a 
pair of black heels on her stocking feet and a black 
purse in her hand. She continued her safety lecture to 
me as she scurried back out into the kitchen. As she 
walked into the kitchen she glanced into a mirror and 
gasped. "Shit", she said and wheeled around towards the 
dining room table. She then did something that changed 
my life forever.

She took the purse in her hand and banged it onto the 
chair that my feet were under and started digging 
around in it. To do this she had bent at the waist in 
order to see inside the purse. This action caused the 
top of her halter dress to open wide and I could see 
all the way down her top. I could see everything. I 
could see the gentle folds of her stomach; I could even 
see the tops of her panty hose. But most of all, I 
could see her breasts. I couldn't quite see her 
nipples, but I could watch the gentle motion of her 
breasts as she dug around in her purse. 

I just stared and those beautiful mounds of flesh a 
mere three feet in front of me. I was mesmerized. Sure, 
I had seen others girls breasts before; I had been to 
third base with one of the girls in my school. But 
there was something strangely erotic about gazing at 
these mature, forbidden fruits especially since she was 
totally unaware that she was giving me this magnificent 
view.

Eventually, she whipped out a container from her purse, 
looked back into the mirror and applied some very red 
lipstick to her mouth. She then snapped the purse 
closed and exclaimed, "I gotta run." She dashed into 
the family room and gave Jake a quick kiss and then 
scurried out the door to join her date. 

I must have sat at that table for a half an hour 
reliving what I had just seen. My cock became hard as a 
rock each time I thought back to what I had seen. Then, 
Jake started to fuss and I broke out of my pleasant 
stupor to get back to work. I eventually fed Jake and 
put him to bed. I believe I even got my homework done. 
But when all was finished my mind went back to Kim's 
beautiful, soft, full breasts. I went to the living 
room and lay down on the couch. It was time to relieve 
the pressure building up in my balls. 

As I started to stroke myself it occurred to me "She's 
coming back tonight." "She is coming back; I have to 
get another look. I have to get Kim to bend over like 
that again". I decided to save my load until she got 
home and I could get another repeat performance. But 
the trick was figuring out a way to make sure she would 
bend over again. 

I put my cock back in my pants and went around the 
house trying to find a way to ensure Kim would expose 
her breasts to me again. I figured she would go into 
Jakes room to give him a good night kiss, but she would 
be facing the wrong way for me to get a look when she 
did. I agonized about this for quite a while. Then I 
got an idea. Jakes collapsible stroller was sitting in 
the living room next to the couch. 

I went into the garage and got a pair of pliers and 
tightened down one of the nuts that allowed the 
stroller to fold. The nut was so tight that you 
couldn't fold the stroller. My plan would be to show 
Kim the malfunctioning stroller. The nut was near the 
wheels and she would have to bend over in order to 
investigate the problem. And I would be able to take in 
all of Kim's glory as she investigated the problem. 
Sweet!

My plan was set. Now all I had to do was wait; and oh 
man, that was hard. Time went by at an agonizingly slow 
pace. I got up and peered out the window each time a 
car cruised down the street. Finally, at just after 
midnight, a car came down the street and pulled into 
the driveway. Kim was home. 

My heart was THUDDING in my chest; my mouth was bone 
dry; I was so excited. It was an eternity until I heard 
a noise at the door. I heard a thump and keys jangling. 
I continued to hear keys jangling and jangling but no 
key entering the lock. Finally, I could wait no longer. 
I made my way to the front door and opened it. 

There at the door was Kim. She was leaning against the 
door jamb; purse in one hand keys in the other. As I 
turned on the porch light, the car in the driveway 
backed into the street and turned away. Kim slowly 
realized her date was leaving and turned to wave 
goodbye. She then stumbled into me and into the house. 
It was then that I smelled it; alcohol. She reeked of 
booze and other assorted smells. She slurred something 
that I am certain was some sort of greeting as she 
stumbled down the hall holding one arm out against the 
wall in order to maintain balance. 

As she walked away from me I noticed she looked 
different. She had no panty hose on. I could see her 
smooth tanned legs stretching out beneath the hem of 
her skirt. I also noticed that the bow in her halter 
top was gone; the top loosely tied with the ends of the 
fabric now draped down to the small of her back. I 
stared slack-jawed as Kim made her way towards the 
kitchen. I had never seen anyone drunk before, 
especially this drunk. I didn't know what to think. I 
didn't know what to do. I wasn't expecting this.

She was so drunk I could hardly make out a word she was 
saying. She made her way into the kitchen and propped 
herself up against one of the chairs. She was wobbling 
as she stood there; she could hardly stand upright in 
her heels. She mumbled something, though the only thing 
I could make out was Jake. I explained to her that Jake 
was fine and was fast asleep. As she stood there 
wobbling I didn't know what to do. The good guy in me 
thought I should grab my book bag and head on home; 
call it a night. But then the horny guy in me stepped 
up and reminded me about my plan. I had to execute my 
plan! 

I told Kim that I had tidied up the house but, for some 
reason, I couldn't get the stroller to fold up. 
Something was wrong with it. At first, through a deeply 
slurred voice she dismissed the problem and told me to 
forget about it. But I wasn't going to take that for an 
answer. I insisted that she had to come take a look and 
I started making my way to the living room hoping she 
would follow. She did. She let go of the chair and 
wobbled her way to my well rehearsed position near the 
stroller. She barely made it to the living room; 
failing to properly negotiate the corner and thumping 
into the wall. 

She walked up to the opposite side of the stroller from 
where I was standing. I bent at the waist to show her 
the malfunctioning part hoping she would follow my 
lead. And, once again, she did. However, when she bent 
at the waist, she didn't stop. She continued right on 
over and made a face-plant right on the carpet. I 
watched her go over and was only able to grab her arm 
on her way down. I didn't do much good; she hit with a 
thud! 

I ran behind her holding her arm and tried to turn her 
over. As I rolled her off her face and onto her side 
the ties of her halter top let go and her left breast 
spilled out onto the carpet. This time it wasn't just 
the side of her breast I was looking at, but the whole 
breast with her dark areola and erect nipple! The 
nipple was about a half inch long and nestled in the 
soft shag. 

Kim was making some sort of unintelligible sounds and 
her eyes were swimming around in her head. So I 
continued to try to roll her onto her back. As I did 
this the other side of Kim's halter top came down and 
her right breast was exposed. In addition, as she 
rolled onto her back her right knee came over, but her 
left leg stayed flat. 

Her raised right knee caused the hem of her skirt to 
rise up and as Kim rolled onto her back her legs ended 
up splayed wide apart and her skirt bunched up around 
her waist. Kim not only no longer had panty hose on, 
she did not have panties on either. Kim laid there on 
her back with her legs spread wide and her pussy fully 
exposed to me. My cock instantly got rock hard. I 
couldn't believe my eyes. I couldn't believe my good 
fortune!

I stared at her close cropped brown muff as I tried to 
figure what to do with Kim's limp body. The hair of her 
pussy was shaved to a point right at the top of her 
vaginal lips. The lips of her pussy were puffy. Clearly 
her date had recently visited her loins. 

I broke my staring eyes away from Kim's mound to look 
at her face. Her eyes were still swimming in their 
sockets and her head was lolling from side to side. She 
again tried to say something to me, but made no sense. 
Her head then lolled down and I think she realized that 
her breasts were exposed because she mumbled something 
and tried to reach for the strings of her opened blouse 
but her hands lacked the proper coordination. 

The "good guy" in me took advantage of this momentary 
distraction and I decided I should quit while I was 
ahead. I had already seen much more than I had hoped. 
Better stop before I get in trouble. I decided I would 
move Kim to the couch, cover her up and leave. So, 
while still holding the Kim's one arm I straddled her 
body and reached around her back to try to lift her. As 
I did that my forearm brushed against her soft, warm 
breast; and I stopped. 

I couldn't help it, I had to feel her tit; it was right 
there, so soft and tempting. I let go of the other arm 
and started to caress her breast. Kim let out an 
unintelligible gasp as I started to knead her tit. I 
gently and firmly moved my fingers around her breast 
circling my way past her areola to her nipple. As I 
stroked her nipple, it got larger, firmer, plumper. 

As I continued to caress her nipple, Kim started to 
squirm. I unconsciously lowered my body onto Kim's as I 
attempted to get a closer look at her nipple. As our 
bodies met I felt Kim's body thrust up to meet mine. If 
my cock was hard before; it was turgid now! 

As I felt Kim's body respond to my touch I started 
kneading both her tits with increased firmness. As I 
did this I saw what looked like a ball of white begin 
to grow on the top of her erect nipples. I wasn't sure 
of what I was seeing, but as I reached down and 
squeezed her breasts again, the ball of white exploded 
in a small spray of liquid. Her breasts were milking 
and the spray hit me in the face, and on my lips. I 
licked my lips and squeezed her breasts again; another 
spray. This was amazing. I massaged her breasts, her 
nipples sprayed and her body began to thrust under 
mine. This was turning out to be the most amazing night 
of my life!

Finally I raised myself up; I had to relieve the 
pressure that was building up in my pants. I watched 
Kim's subconscious thrusting as I undid my pants. Her 
pussy lips were still very swollen but now I could see 
moisture glistening between the lips of her vagina. 
After I slid my pants down below my knees I raised my 
hand up and felt her pussy. Kim let out a deep long 
sigh as my fingers slid easily between her pussy lips. 

Her pussy felt warm, soft and very wet as my fingers 
slid through to the bump of her engorged clitoris. As I 
stroked her clit, Kim let out a deep throated, drunken 
moan and her body gave a huge involuntary thrust. As 
her body thrust up, my finger accidentally slipped deep 
into her wet pussy. Oh my god. I can still remember the 
sound of her wetness slopping around as I probed deep 
inside her.

Right about then I believe a bit of reason found its 
way through Kim's alcohol clouded mind for she began to 
try to get up. Her arms flailed for support as she 
started to lift her body out from under mine. She 
mumbled that she shouldn't be doing this as she raised 
herself onto one arm. Once again, the "good guy" in me 
came back and I pulled my fingers out from her sopping 
pussy. I moved forward to try and help her up, and to 
tell her I was sorry. 

Christ, Kim is my mom's best friend! What had I done? 

As I moved forward to try to help Kim, her arm gave way 
and she fell back onto the carpet. Because of my new 
position, as she fell back I fell too. My head fell on 
top of hers, my chest fell on top of her bare breasts, 
and my cock fell right on top of her inflamed pussy. I 
had already decided I was going to get off of her so I 
immediately raised my pelvis in order to back away. But 
clearly the horny guy in me had other ideas. I had to 
get one more feel of her beautiful soft breasts.

So, as I raised my pelvis up to leave, my right hand 
once again grabbed her soft breast and kneaded the 
nipple. Milk dribbled out of her nipple and Kim gave 
out a low moan. At the same time her pelvis gave an 
involuntary thrust and the apex of her thrust touched 
the tip of my dangling erect cock. I felt her pussy on 
the tip of my cock; and I couldn't help myself. I 
pulled my pelvis back an additional inch, lowered 
myself slightly and thrust forward with great urgency. 
Her pelvis crashed back to the floor with the full 
length of my cock buried deep inside her. My cock slid 
into her hot, wet pussy with ease. Once I was inside, 
Kim's body went crazy. 

She bucked, thrust and flailed with me inside. Her 
hands reached around my back and her nails dug deep 
into my body. She let out deep guttural moans of 
pleasure as she fucked, and fucked and fucked me. My 
entire body remained rigid as she bucked underneath. I 
could feel the wetness of her pussy coating my inner 
thighs. In a matter of minutes I came deep inside her. 
My body went limp as she continued to thrust and squirm 
against me. 

I laid on top of her until my spent, flaccid cock 
slipped out from between her lips. I continued to lie 
there, not quite sure what to do. Eventually, Kim 
started muttering some unintelligible words. I raised 
my head to look at her. Her head lolled a little bit as 
she gave me a small kiss. Then she hiccupped and her 
head fell to the side. She was out. 

I softly called her name and gently shook her head. No 
response. I got up, put my well-spent cock back into my 
pants and looked down at my mom's best friend. Her 
brown hair disheveled, her makeup smeared and drool 
pooling at her mouth. Her dress bunched up around her 
waist. Her beautiful full breasts wet and exposed, her 
legs slightly spread and her pussy, pouting and 
vulnerable. What a sight.

I pulled the straps of her dress up around her neck and 
lovingly tucked each breast back inside her blouse. I 
pulled her dress down and gently picked her up. Kim 
opened her eyes as I raised her off the floor. She 
placed an arm around me as I carried her to her 
bedroom. Again she mumbled some things to me as I 
carried her to her bed, but I don't know what she said. 
I don't know that she knew where she was or who she was 
with. 

I laid her on top of her bed, took her shoes off and 
placed them on the floor. I stared at her for a long 
while. God, I wanted to feel her again, she was so 
beautiful lying there. But then I started thinking 
about tomorrow. What was going to happen when she woke 
up? Oh my god, would she tell my mother? As that fear 
quelled my lust, I turned out the lights, checked in on 
Jake one last time and left. 

I left Kim and the best night of sex I would have for 
years.

END

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This story was written as an adult fantasy. The author
does not condone the described behavior in real life.

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Kristen's collection - Directory 61