Paul pulled into Karen's driveway. She had called him, requesting help with some things around the house. He couldn't resist. Karen's son Nate was Paul's best friend. When Nate joined the Army and went off to basic training, Karen was left alone. Nate's older sister had already moved out. And Karen's marriage to their father had ended in divorce, a few years ago. So Paul couldn't just leave Karen to fend for herself.

Paul had been over a few times. Karen always seemed to be a little lonely. Her big house was empty. She busied herself with work, but there was only so much she could do. She'd thought about dating, but the prospect of meeting new guys worried her. She'd been with her ex husband since high school. But it had been over 3 years since she last had sex, and she knew she needed it.

Lately, Karen had been hugging Paul upon his arrival and departure, which was something new. Paul didn't mind. Karen had always been very attractive. Even nearing 40, her body was in pretty good shape. She'd gotten a little soft around the midsection, but her ass had gotten juicy, and already big tits had gotten even bigger. She was blonde and tan, and almost a foot shorter than Paul's 6'3". When she hugged Paul, he enjoyed feeling her natural EE cup breasts pressed into his chest.

Today, that feeling was amplified. When Paul arrived, he noticed that Karen wasn't wearing a bra. She had on a loose fitting t-shirt and pajama pants. The shirt was loose enough that Paul would watch her amazing tits bounce and sway with each step she took. And when she hugged him, his dick started to swell. Since it was summer, Paul was wearing a t-shirt and gym shorts, which did nothing to hide his swelling dick. Paul broke off the hug and decided to focus on work.

Karen took Paul to the kitchen and pointed out a smoke detector. It was clearly broken. Karen admitted to having hit it with a broom, after being unable to turn it off. Karen had bought a replacement, but didn't know much about installing it. Paul read the directions, and realized it wasn't that hard. He asked Karen for a screwdriver, and got to work.

The ceiling was taller than normal, and Paul climbed up on the counter, to reach the smoke detector. Karen offered to help hold Paul's legs, so he wouldn't fall. This caused two problems for Paul. The first was that he could now see a large amount of cleavage, which was making him hard. The second was that Karen was now eye level with Paul's growing cock, and would soon start to notice the growth. Paul's nine thick inches wouldn't be hidden by those gym shorts, once fully engorged.

Paul tried to think of other things, but he couldn't help from looking down. Karen's cleavage was too much for him. There was no way he was going to stop his erection. Finally, he was able to look up to the smoke detector, but the damage was done. He was hard as steel, and pointing right at Karen's face. While he was looking up, Karen let go of his legs. Then he felt it: A hand going up the leg of his shorts.

Karen couldn't help herself. She had to touch it. She had only ever been with her ex husband. One dick, in 38 years. And her ex husband's dick was only average size. Yet here was this huge bulge, right in front of her face. She knew it was wrong. That the bulge was attached to her son's best friend, who wasn't quite 19. But it had been so long. Her hand seemed to move on its own, until she finally felt it. So hard, and so thick. She wrapped her hand around it. She slowly started to stroke it.

Paul let out a moan. Karen's hand was gentle, but firm, as she stroked his swollen cock. She finally reached up and pulled down his shorts, his hard cock sticking through the slit in his boxers. Pre-cum was beginning to leak from the tip. Karen leaned forward and licked it. She licked just the tip, and her pussy started dripping. Paul reached down and placed a hand on her head, encouraging her to put more in her mouth.

Karen opened her mouth wide, to accommodate Paul's girth. She slowly took more and more into her mouth, until she couldn't fit anymore. Then she started hungrily slurping and sucking his thick cock, with Paul's hand firmly on the back of her head. Then Paul spoke, for the first time. "Let me see your big tits." Karen obeyed, lifting off her shirt. But as soon as the shirt was off, she reattached her mouth to Paul's cock.

From his location, standing on the counter, Paul was unable to reach down and play with Karen's amazing tits. But seeing them was enough to make him even harder than he already was. The pre-cum flowed from his dick, and into Karen's mouth. He was pumping away at her wet mouth. Karen had one hand on Paul's balls, and the other was playing with her nipple. Her eyes were closed, and she was moaning loudly on Paul's cock. He knew he wouldn't last much longer.

Paul didn't know if he'd ever get this opportunity again, so he decided to take action. He said, "Karen, I'm gonna cum. Stick out your tongue." She did as she was told. Karen played with both nipples, and stuck out her tongue. Paul stroked himself, then exploded on Karen. The first rope of cum hit her tongue, and she happily swallowed it. Then rope after rope of hot cum covered Karen's face a giant tits. As it splashed all over her, she felt her pussy getting wetter. Her panties were soaked, and she knew she wanted more.

When he finished cumming all over Karen, Paul quietly got out his phone and took a few pics. Karen was blinded by cum, and had no idea. Paul got down off the counter, and helped Karen make it to the shower. As she got undressed, he looked at her juicy ass, and knew he wasn't done with her...