Sandy and me 1
written by:
jwdoney

This is a work of fiction and does not describe or depict anyone real or imagined and any people, places, products or event described are done so without permission or endorsement.

This is a slower pace than most of my work and a departure from the sex soaked chaos that is my masterpiece ALICIA AND THE BIKINI STORE. I promise this will be romantic and sexy but NO chaos, no Aston Martins and definitely no sleeping with family members.

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My name is Brian and I am 19 and live with my parents while working part time and going to the local college. I am 6' tall, in good shape with short brown hair, and have been told I have a nice smile and a great laugh. We live next door to a woman named Sandra Wilson who has been our neighbor 9 or 10 years and a single mom since her husband left her a few years ago. Mrs. Wilson has raised her son Tyler by herself and works at a bank and Ty and I have become best friends over the years. There is no crafty, slick or clever way to tell this story, Mrs. Wilson is smoking hot for a woman in her late 30's (i think?) and I have lusted after her for some time. I've dated a couple of hot girls and seen some pretty actresses, looked at porn on the internet, and still there is something about Mrs. Wilson that isn't like any other woman. She's about 5' 10" with long wavy brown hair that is sometimes straight and sometimes curly but is always beautiful. She has long legs, a tight ass that looks great in whatever she wears, and a large chest that must be at least 34D. She dresses nice everyday for work and even her sweatpants, t-shirts and shorts look nice. Mrs. Wilson doesn't wear alot of make up or act fake or rude like so many women do nowadays. She is in great shape and I know she works out because I stare at her when she does and she laughs at me when she catches me staring. At first Tyler didn't like me staring at (and lusting after) his mom, but eventually he began to make jokes and would tell me his mom was asking about me which I never believed.

Mrs. Wilson always insisted I call her Sandy and I did on occasion, but mostly she was Ty's mom or Mrs. Wilson because it was hard to get used to calling her by her first name. Over the years I have been lucky enough to see Sandy in skirts, tank tops, shorts, tight jeans, even a bikini, and on a few occasions in her lingerie, a couple times in a towel and once in nothing but skimpy panties and a tight t-shirt that barely hid anything. Tyler used to say I slept over hoping to see his mom and she thought it was funny, but what wasn't funny was how often I was hard because of her, and how much time I spent lusting after her, wanting her, wishing... A couple weeks ago Tyler was spending the night with me and we were playing COD ADVANCED WARFARE and I was texting with Kim, a girl from one of my classes that I liked. Ty knew her friend Brianna and we were planning a double date to the movies when Ty realized his phone was at his house and asked me to go get it. His mom was working late and we were always at each others houses anyways, so I went over and up to Ty's room to get his phone. I pulled it off it's charger and decided to grab BATTLEFIELD HARDLINE when I bumped his mouse and his computer lit up. There was an open chat from earlier with Ty and Brianna and she said Kim wanted me to ask her out and didn't understand what I was waiting for. I didn't intend to spy but there it was and I was so excited I didn't realize Ty's mom was standing in the doorway watching me.

She asked me "Whatcha doing baby?" I jumped and gasped and Sandy laughed and said "Sorry sweetie, you looked so cute spying on Ty like that. I didn't mean to scare you honey". She was wearing a short, tight black skirt that hugged her shapely hips and thighs and showed off alot of her sexy legs. Her white blouse hung unbuttoned and open and I could see a good bit of her tight white bra straining to contain her massive chest. Sandy pulled at her hair and then finally shook it out as she said "I just got home and thought I was alone. I planned to strip naked and take a long bath". I blushed and Sandy smiled and said "I'm going to tell you a secret Brian, but it has to stay between us okay? Can you promise?" I nodded and she came closer which caused her blouse to shift and reveal more of her skin, more of her bra and all it fought to contain. Sandy said "We both know you stare at me and it's flattering and adorable Brian, it really is. The secret is, even when I was younger, my ex... Tyler's father... he never looked at me like you do. With lust, desire... with love". I gasped and Sandy moved closer and asked me "What is so special about me that for so long... all these years... you have stared at me and wanted and hoped? What do you see that is so special about me baby?" I couldn't think. It felt like a trap. My mind raced and I felt flush and Sandy blinked and said "Have I upset you honey? Did I say too much?"

I gasped "Everything" and Sandy stared at me and finally asked "Everything what Brian?" I said "What I see. You are perfect Mrs. Wilson..." She interrupted me and said "Sandy". I nodded and said "Sandy, you are beautiful and classy and sexy and gorgeous and funny and perfect and way better than any actress or pornstar or model or any girl from around here". Sandy gasped and put a hand up to her mouth and she sort of stumbled back and sat on Tyler's bed and stared at me. Her blouse shifted and now slipped off her shoulders and hung at her elbows for a few seconds until she slipped out of it and asked me "Why? Brian, I'm not very pretty, I'm twice your age, I'm tired all the time. Why are you so fascinated by me?" I stared at the doorway, expecting Tyler to come in and punch me for flirting with his mom but there was only silence as Sandy waited for me to answer her. Sandy dropped her blouse to the floor like an afterthought and stared at me waiting and I swallowed and blushed. Sandy said "Honey, there is nothing you could say to me that I haven't guessed, figured out, assumed..." I huffed and blurted "I want you more than I have ever wanted anyone or anything in my entire life" and Sandy stared at me wide eyed, still sitting there in her tight straining bra with no idea that I could see her white panties under her skirt the way she was sitting. My eyes watered and I was was so flushed it felt like my face was burning and I dropped the Xbox game and ran from the room barely hearing Sandy shout "Brian wait..."

I stood in my house at the bottom of my stairs where mom and dad couldn't see me and composed myself and then went upstairs and handed Tyler his phone. I said "So I accidentally hit your mouse and saw your chat with Brianna" and Ty paused the game and said "It's fine bro, I was gonna tell you and forgot. Brie says you should just ask Kim out". I was working the courage up to call Kim when there was a tap on my door and Tyler said "Hi mom, how was work?" Sandy smiled sweetly and said "It sucked but it was work. How's Brianna?" Tyler blushed and said "I asked her out and she said yes so you can stop nagging mom". I finally blinked and caught my breath and realized Sandy was wearing black sweats, a t-shirt, a hoodie and sneakers and she held out BATTLEFIELD HARDLINE and said "Brian, you dropped this when I startled you baby, so I brought it over". I swallowed and Tyler laughed and went back to the game but muttered "Ha, you got caught staring at mom again didn't you?" Sandy said "Tyler Michael Wilson, I warned you about that. You will apologize to Brian right now young man" and Ty paused and said "Geez, I was just joking. Sorry Bri, you know I was joking right?" Sandy said "I will deal with you son when you get home. Brian could I speak with you for a moment?" I stepped into the hall and Sandy looked all around and said "I would like to finish our conversation another time and another place but I wanted you to know I thought about what you said".

I swallowed and blushed and she stared at me and then whispered "Are you sure you want to know my reply?" I stared at Sandy unblinking and muttered "Uh... yes?" Sandy moved closer and whispered "No one can ever know. Do you understand what that means Brian? No one can ever know. Is that clear? Do you understand that?" I nodded and Sandy said "Okay, we can discuss this tomorrow or soon, but you left in such a hurry you forgot something honey". I never expected it in a million years when Sandy gently kissed me on the lips, and then she said "Okay baby, I'll see you soon" and she went downstairs as I melted against the wall. I did manage to call Kim and somehow ask her to the movies but I was so distracted I was lucky I managed that. The next couple of days came and went and Sandy was busy with work and everything else, I had classes and my job and I didn't see her until 3 days later. I was standing in the driveway texting Kim and waiting for Tyler to come out to play basketball and Sandy passed her kitchen window and looked angry. I went inside and Tyler shouted "I'm coming bro, Brianna wants to talk so gimme a few okay?" Sandy slammed a pot in the kitchen and I went in to see what she was doing and she stared at me and said "Not today". I blinked and she huffed "I'm serious Brian, not today. I'm in a bad mood, my son is lazy, my ex is a lying, cheating bastard and I don't have time to play cute with you". She slammed another pot and yanked the fridge open and glared at me and said "If you know what's good for you Brian, you'll go home and leave me be".

A week went by and I barely saw Sandy and to be honest after that afternoon I didn't really care if I did. Kim and I had started dating after the movie double date with Tyler and Brianna and we spent alot of time online or texting when we weren't together in person. It was Saturday afternoon, just a few days ago when things changed and it began when Sandy came over to talk to mom and they went into her study and closed the door. Sandy smiled at me when she came out of the study and she definitely saw my frown and lack of interest because she stopped and blinked several times and then mouthed "Are you okay?" I ignored her and she realized it and raised her eyebrows and exhaled, then squared her shoulders and went back to her house. Mom called me into her study and said "Sit down Brian, I need to talk to you". Mom said Sandy was getting harassing calls from a coworker she blew off and with Tyler away visiting his father, she wanted me to sleep over so Sandy wasn't alone. I made a face and mom said "You need to get over yourself Brian. She is a grown woman who will never notice you the way you want her to. It was cute for a while baby, but you're 19 now and it's never going to happen. Regardless, I want you to stay with her so she isn't alone and make sure all the doors are locked okay?" I stared at my mom and she laughed and said "Okay fine, make a joke and get it over with" but I just stared at her.

She said "Yes, you will be alone with the beautiful woman next door who you have been in love with for years baby. Honey, nothing's going to happen, this isn't a Cinemax movie or a romance novel. What you are going to do is make the mother of your best friend feel safe and treat her with the respect I raised you to show or I will make your life Hell and that's a promise". I sighed and mom said "Okay, give me a kiss and go text Kim and tell her how mean I am. You forget sweetheart, Kim's mom works with me". I sighed and kissed and hugged mom and most definitely texted Kim who said she was going to her Aunt's house and would see me tomorrow. I was in my room playing Xbox but mostly staring at my dashboard when Sandy came into the room and said "Hi" and I ignored her. She looked beautiful with her long brown hair back in a tight ponytail and held in place with a purple scrunchie. She had on a nice peach colored blouse that flattered her and hinted cleavage along with white shorts and a thin black belt and simple white flats. She was beautiful and it took alot of effort to be a jerk and ignore her, let me tell you. Sandy said "So, you can be mad and that's fine and you still have to come over and it will be a long night. Or... you can talk to me and this can be alot of fun and we can maybe finish that conversation unless you've decided you don't like me anymore because I was rude to you one time. Is that your issue Brian? I was rude to you because I had a miserable day and I asked you to leave me be for the first time ever so now you just decide to ignore me forever?"

I got up and stared at Sandy as I closed my door and she said "Not a good idea honey" and opened it back up and said "We can talk all you want over there..." and she pointed towards her house. I blinked and said "I'm sorry for being a jerk" and Sandy hugged me and said "I am sorry for being rude sweetheart and I accept your apology". I held Sandy tightly and she rubbed my back slowly and whispered "You still love me?" I stepped back and she smiled at me blushing and said "No need to pretend honey, I've known for a long time and it's sweet". I sat on my bed and stared at my feet and she said "Why don't you get what you need or want and we can go get some movies from Redbox and have dinner. How's that sound?" I smiled and asked Sandy "Like a date?" She blushed and blinked a couple of times then said "You know what? Do you think you can act right and be respectful?" I nodded and she asked "You done being mad at me?" I nodded and she said "Then yes, it can be a date. I might even let you hold my hand if you play your cards right". Mom from out of nowhere said "There better not be a whole lot of cards being played" and Sandy laughed while I grabbed a pillow, covered my head and screamed as Sandy and my mom talked about "the date".

We went to Redbox and rented FURIOUS 7 and SPY and Sandy took us to Applebee's and we were partway through my meal and she asked me "You realize everyone is staring at us?" I looked around and said "I do now. It's because the only person who doesn't think you're gorgeous is you Sandy". She blushed and said "I wanted to wait until we were home... er... at my house to discuss this... do you... are you..." She sighed and stared at me with an unreadable expression. I kept eating because the steak was that good and it kept me from thinking how much in love with her I was. Sandy asked quietly "Brian... honey... you know you're half my age? My son is your best friend sweetie". I set my fork down and asked quietly "You want to talk about this here?" Sandy said "Not really. Just tell me this. In this fantasy you have and don't hurt my feelings by lying or pretending... is this... does this become a thing or is it just sex?" I couldn't breathe. My mind was blank and raced, all at the same time, and my vision seemed blurry. Sandy touched my hand and said "Okay, hold it together so I can pay and we'll go. We never should have talked about this here or anywhere in public. Drink your soda honey and relax... breathe". The next few minutes were a blur including the drive home and we went inside and I helped Sandy lock up and then she sat me down in the living room and said "Tell me what you're thinking". I said "I can't" and she sighed and sat down and watched me as I stared at her with 100 thoughts racing and swirling in my brain.

Sandy sighed and said "Brian, take a deep breath, exhale, then come over here and sit with me". I tried and ended up walking shakily to sit beside her and Sandy said "This is not going well honey, you're a mess. How is it possible for your feelings for me to be so strong?" I said "I have been in love with you for years. I have wanted to touch you, to kiss you, to hold you... it seems like forever". Sandy said "I don't understand honey. There are hundreds of... thousands of girls and you are so good looking, polite, respectful... you could have your pick of any girl". I summoned my courage and said "Then I pick you". Sandy blinked rapidly and said "Well, that didn't go like I expected but it is an incredible compliment". I asked Sandy "Can I tell you something?" She said "Of course baby, anything, you know that". I inhaled then exhaled slowly and then said "I can't take this back... once I say it..." Sandy sighed and said "It's fine honey, I doubt you could surprise me at this point". I swallowed and tried not to blush and said "I would do anything to be with you. I don't have money and I'm young and inexperienced and I know I'm not your type but I would give, say or do anything to be with you. Yes, I want to sleep with you and you already know that, how could you not? But I want to be with you, hold you, talk to you, kiss you, you are so beautiful and I just cannot think about anyone or anything else and it's harder everyday to not touch you or kiss you".

Sandy gasped "I was wrong. You surprised me".

I got up, ashamed and humiliated, and walked out of the room and Sandy said "Wait..." I stopped and she stood and exhaled and said "Do you understand the phrase ‘no means no' Brian?" I said "They taught us it in school, it's something to do with forced sex and all of its hate and stuff". Sandy said "Right, every man should learn early on that nothing is owed to them, nothing is due them and a woman has every right to say no or stop or enough". I blinked and Sandy said "For you... for me... for us, it will have a different context and you have to agree right now or this conversation is over and will never be discussed again. Do you understand?" I shook my head and said "No, but you'll explain it to me right?" Sandy held out her hand and waited until I went over and she held my hand and we sat facing each other on her couch. She said "I will. First no matter what happens it stays private and that means even if I were to kiss you no one could ever know, do you understand? A kiss, hand holding, even if we were to get into sweats and snuggle under a blanket to watch a movie. Discreet and private, is that clear?" I nodded and Sandy said "Relax, this isn't a sentencing hearing honey... relax". I exhaled and Sandy eased forward and kissed my lips softly and I thought I might float off the couch and up to her ceiling.

Sandy asked "You still listening or do you need a minute?" I sighed and said "I'm good" and she smiled and said "Okay, so... let's say we're kissing and I ask you stop or you start wandering with your hands and I ask you to stop. You need to understand if I say stop, wait, enough or anything similar then you need to stop. Is that clear?" I nodded and Sandy smiled and said "Another thing and it's very important. I do not want to be grabbed or mauled and I need you to understand if you talk or act crass we're done, no warnings. That doesn't mean anything is going to happen and yet I need you to be crystal clear about this. Are you?" I nodded and and said "So I will never get to grab your ass?" Sandy blushed and said "I didn't say... nice... cute... Anyways, why don't we... wait... do you really want to grab my ass?" I smiled and she sighed and stood and said "Well?" I blinked and stood and moved closer and she smiled and said "I'm not going to bite you. I thought you wanted to..." I went for broke and kissed Sandy and she resisted for a moment then she tilted her head, parted her lips, and it became a warm tender kiss. I slid my hands from her waist to her hips and then gently cupped her ass and she moaned softly into my mouth and then the kiss became passionate. I lost track of everything and even stopped squeezing her firm ass as we were really kissing and her hands were on my head and neck and mine were now on her back and shoulders. We finally parted breathless and Sandy eased back and stared at me dazed and glassy eyed and she whispered "Wow".

Sandy said "We need... we need to cool off before... we need to cool off okay?" I nodded and she touched my hand and said "Brian... no one has ever... I need you to hear me honey. No one has ever kissed me like that, with that much passion. We need to be careful because this... thing that we're dancing around... could be explosive". I stared at her and she said "You don't understand do you? Not really?" I shook my head and she muttered "In for a penny..." and said "Honey, before that kiss I was adamant that no matter what happened, I would not sleep with you". I gasped and she blushed and said "Do you want to keep playing games or do you want to talk about this?" I swallowed and nodded and Sandy smiled and said "Okay, I was willing to kiss you and maybe snuggle and do some old school making out but sweetie the desire and passion you are suppressing for me is unchartable". I sat down and Sandy left the room and came back with a cold Pepsi and said "Drink this and relax. I will not let this happen too fast, I can't". Sandy turned on her tv and saw that HGTV was on and she smiled and sat down on the couch and said "Come sit with me". I drank some Pepsi and then went to sit with her and she said "By the way, that was actually sexy with the kiss and the gentle touching my ass. It was not what I expected so points to you sir". Sandy asked "If we start this... thing... can you be discreet? People are not going to understand the age difference". I said "I promise to try" and she sighed and muttered "This is a really bad idea..."

Her phone rang and she stared over at it and then got up and looked at it and sighed, then looked at me and said "It's him". I didn't think about it, I just got up, picked up her phone and answered it "Hello?" There was silence and then someone said "Is Sandra there?" I said "You have two choices. Hang up and stop calling or start looking over your shoulder and wonder who I am, where I am and what I plan to do to you. Now choose". There was a gasp and then the man said "I won't be calling again" and hung up. Sandy blinked and said "How about that. Thank you honey". I handed her phone to her and said "I would do anything for you Sandy" and she sighed and said "I believe that. Did you bring pajamas or sweatpants or something to sleep in?" I shook my head and said "I uh... usually sleep in just my underwear". Sandy sighed and said "Of course" then set her phone down and stared at the wall as if seeing something for the first time. She touched my hand and then walked out of the room and I could hear her sigh and start moving stuff around in the kitchen. I went out into the kitchen and she was doing something on the stove but mostly seemed to be staring off into space and thinking. Sandy smiled at me and said "You might be too young to understand this honey but I'm struggling with what I want and what I should do and it's not easy".

I took a few steps and then stopped, suddenly unsure what to do next and Sandy sighed and smiled and said "Just now, what were you thinking? What were you about to do?" I blushed and said "I... I wanted to hold you... maybe... maybe kiss you..." Sandy stared at me for a moment then she smiled and opened her arms as if inviting me as she smiled at me bright and beautiful. I hugged her and she held me and said "You really don't see me as Tyler's mother do you?" I shook my head and continued to hold her and then said "No. To me you are the most beautiful woman I have ever seen and ever will see. You just happen to be Tyler's mom". Sandy let go of me and stapped back and said "Wow. Whoa. That's... wow". She walked over to the kitchen table and sat down and said "The craziest part Brian is you believe every word that youre saying and you... you really want a relationship. I wasn't sure but I am now, you don't want sex... I mean to sleep with me, you want the whole thing. You do, don't you?" I blushed and she stood and said "Don't you? You want me to be your girlfriend or whatever it's called nowadays. In this fantasy you have, we're together... am I right?" Something about the way she asked it hurt me and I turned and went back to the living room and sat down in a huge chair and looked at me hands. Sandy came into the room and she pulled her hair out of the ponytail and said "Enough talk, let's get into pajamas and watch a movie. Come on, I might let you kiss me if you can stop pouting".

I stared at Sandy and said "I love you" and she smiled and said "I know baby. I've know for a long time and I love you too. Maybe not the way you love me but let's not rush anything sweetheart. I'm not going anywhere so let's just take it slow and see what happens. Is that okay? Can you do that?" I stood and nodded and then I blushed and said "I uh... I already told you I uh... I usually sleep in just my underwear". Sandy blushed and said "Right. Uhmm... so..." She exhaled and said "Well, I have a dvd player in my bedroom and we can watch it up there as long as you understand tonight is sleep. Sleep not sex okay?" I grinned and blushed and she sighed and said "It's like being in high school again. You really think or at least hope you can talk me into sex don't you?" I couldn't believe she was being so open, so forward about it and I swallowed and said "Yes". Sandy stared at me as she shook out her hair and ran her fingers through it and she sighed and said "Brian, are you absolutely sure this is what you want?" I stood straight and said "For a very long time" and Sandy smiled slightly and said "I thought so..." She took my hand and pulled me into an embrace and she held me and said "Brian, I don't want to talk about this and discuss it and analyze it okay?" I said "Yes" and she kissed me softly and said "If you relax and let it happen, I will try this because I know it's what you want but if it gets too complicated baby then it has to stop. Do you understand why?" I said "Mostly" and she said "Good. Now... let's go upstairs and when I say no honey, that means no... okay?"

I grinned and Sandy tried to make a mean face but she smiled and said "I'm serious, you are not getting laid tonight so erase that whole thought from your mind". I sighed and she smiled and said "You're a mess. Go. Get upstairs and get undressed so we can get in bed and... oh... that didn't come out right". I smiled and Sandy exhaled but her phone rang before she could say anything. She looked at it and answered "Hi sweetie, you having fun with your dad?" I went upstairs and let Sandy talk to Tyler while I went to the bathroom, then brushed my teeth with the toothbrush she bought me. I was staring at myself in the mirror when Sandy passed by and said "Sorry, you're stuck with that. You'll just have to make due" and she laughed and said "Come help me with all these pillows. I went into her bedroom and it was my first time to ever enter the sanctum and it was just as I expected. Lots of pink, purple and frill and the bed was huge and covered with at least 30 pillows. I blinked and asked "Why do you need so many pillows?" Sandy shrugged and said "At least it's not shoes. Most women have hundreds of shoes, I like pillows". I went over to her side and she stopped moving pillows and turned to face me as I touched her face and said "This is not a crush. I will never want any woman as much as I want you". Sandy exhaled and held me and she said "I believe that baby. You look at me like you won the lottery and it is so romantic and flattering. Brian, if I wasn't twice your age I would grab you and never let you go".

I kissed Sandy softly and she parted her lips and my tongue danced with hers as she held me close to her warm body. She said "Baby, do you really want me like that or will having sex break the spell?" I didn't understand and she eased back and moved me so that I sat on the bed. Sandy moved to stand between my legs facing me and she tucked her beautiful hair behind her ears and asked "Do you really want to date me and be my boyfriend Brian? Be honest. Would you just like to make out and someday have sex with me or do you want the whole thing?" I said "You would really...? We could...?" Sandy said "It's not unheard of honey. Yes you are way younger than me but it does happen. People would stare and gossip and make comments but I would consider it if you really wanted it but there would be no halfway if we did it. Also it might confuse Tyler and we would have to talk to him. Sweetie he knows you love me and lust after me but a relationship is way different that making jokes about you staring at me". I lay back on the bed and Sandy got on the bed beside me and put her hand on my chest and said "See? It just got real. What are you thinking?" I said "I would never do anything to hurt Tyler but I also cannot think of anyone I would rather be with than you. It's very confusing". Sandy said "So how about this? We've kissed and talked and something started and you know it. If you went home right now you would sit and think about me and everyone would know because anyone who knows you Brian knows that you are in love with me, it hasn't been a secret for a long time. Now though, people who really know you will be able to tell something has changed".

I sat up and didn't think, I just spoke "Sandy I want this. I want you. You're a real lady and you wouldn't kiss me or let me in your bedroom if you didn't want this. I won't hurt you... not on purpose and you could show me how to treat you right. Can we at least try? I know that you won't sleep with me and that's okay but..." Sandy said "Now hold on. I never said that I won't sleep with you honey. I said that I won't sleep with you right away. It has to mean something. I won't lie Brian, you excite me and I have thought about this and about you but I have alot at stake to just jump into bed with you honey. Tyler is everything in this world to me and what if he gets angry because of you and me, because of us?" I stared at my hands again and Sandy said "Baby, the more we talk about this, the more we are liable to talk ourselves out of it. Is this what you want Brian? Do you want to be in my life and for me to be in yours? Yes it would mean kissing and making out and dating and eventually sex, but is this what you really want?" I nodded and Sandy said "Listen honey, if what you really want is to touch me, see my body, have sex with me... just be honest. It won't upset me and maybe that will be enough for you to get past this crush and chase girls your age". I stared up at the ceiling and my mind raced and alot of things crossed my mind and then I sat up and pushed Sandy back onto the bed. She watched me and didn't resist as I eased in and kissed her soft, warm lips. Her hand slid to my back and held me and she pulled at me until I moved between her parted legs and lay atop her.

We kissed slow and warm, patient and tender, and Sandy slowly moved her hands down and pulled at my t-shirt until I eased back and helped her take it off. I kissed Sandy and she pulled me back down so that our bodies pressed together, molded in place, and she knew I was hard, there was no way to hide it. I touched Sandy's face and said "I want you. Everything. Show me, teach me, give me a chance". Sandy sighed and ran her fingers through my hair and said "Honey, you wouldn't be in my bedroom if I wasn't willing to give you a chance. Just breathe and let this happen and know, if you can be patient and listen to me, this can be wonderful, but you have to be mature, discreet and respectful. Okay?" I nodded and Sandy said with a smile "I feel that, I know you're excited, but it's not going to happen, not tonight". I sighed and she smiled and said "Theatrics and pouting don't work with me sweetie. My weakness is kindness, respect and loving, those are the keys to this lock". Sandy eased me off her and said "I'm pretty sure you are going to pester me until I'm naked... is that your plan?" I swallowed and blushed and she sighed and said "Yeah, I thought so" and she got off the bed and said "You can take those jeans off and get under the covers but if those underwear come off, you will be sleeping in the guest bedroom". I smiled and Sandy sighed and said "It sucks that you're so cute because I can plan ahead for pretty much any trick you can think up". I blinked and stared at Sandy and she smiled and said "I'm just saying..." and she went into the bathroom but didn't close the door.

I took off my socks and pants and stood there in my bulging underwear with my stiff cock stretching and straining them and looked for a charger cord. I asked Sandy where her charger cord was and she said "What?" I went to the door and she was standing there brushing her teeth in her lingerie and she blushed and said "Really?" I stood there hard and obvious and stared at Sandy's perfect body and she rinsed her toothbrush and her mouth and spit and said "Brian? Focus honey. What did you say?" I held up my phone and she wiped her face on a towel and said "You need a charger baby?" I nodded and she said "I have an extra one in my purse, go down and get it while I get changed". I stood there and Sandy blushed and said "Really?" I swallowed and she came closer and said "Do you really expect to see me naked the first time?" I stared into her eyes and she sighed and kissed me and said "Baby, there's no rush okay? We can... oh my... are you... does it...?" Sandy was staring at my cock straining my underwear and asked "How... how big are you honey?" I didn't expect that question and shrugged and said "I don't know. We could... you could measure it". Sandy blinked and stared at me and said "Really?" I turned and left the bathroom and then went out of her bedroom and down the stairs and found her purse. I got the charger and grabbed her phone and went back upstairs and now Sandy was wearing a grey t-shirt and still had her yellow panties on and clearly did not have a bra on. Her nipples were stiff and perky and poked against the shirt and almost through it as she brushed her hair and smiled at me.

I plugged the charger in and then my phone to the charger and handed her phone to her and she smiled and said "Wanna see something?" I grinned and Sandy sighed and said "Not that. With patience you will see that. Something else". I smiled and she said "Man, it's like being a teenager again. I haven't felt like this in years". I moved closer and touched the front of Sandy's shirt and grazed her nipple through the material and she exhaled and shuddered and said "Don't... honey that's not polite to just touch a woman like that... not until the relationship is stronger". I stepped back and she said "I'm not mad baby, just be respectful okay? Do you... is that what you want? Do you want to touch me?" I said "Of course" and she sighed and said "Brian, don't be crass or rude, remember what I said?" I nodded and said "Sorry... I'm sorry". Sandy said "I know baby, this is new and exciting and confusing. Just be patient and it's very likely everything you have wanted will happen. Just not all at once honey". Sandy said "So first, do you really want us to measure you or was that an attempt at a slick come on?" I swallowed and said "No one has ever asked me size but my last girlfriend said I was the biggest she had ever seen". Sandy moved me to sit on the bed and said "Okay, wait here, I'll be right back" and I stared at her amazing ass in her panties as she left the room.

God... Sandy was beyond beautiful if there was such a category.

Sandy came back in holding a yellow rolled up tape like a tailor's tape or something and said "Okay, no one can ever know about this because... well... there would be no way to explain why your best friend's mom was measuring your... your um... you know... you". Sandy had me stand, steadied me and then eased my underwear down until she gasped when my cock sprang free and bobbed stiff and hard in front of her. She said "Oh my you're... wow..." Sandy dropped the tape and stared at it for a long moment and then she slowly crouched and picked it up all while her eyes kept complete contact with my cock. Sandy was shaky and nervous but gentle as she knelt and stretched the tape out as she held her breath and whispered "Wow... no way..." then she fell from kneeling in front of me to sitting on the floor on her butt. I stood there naked, hard and awkward while she stared up at me and said "10" and I blinked rapidly and gasped... whispered... "Really?" Sandy nodded and stared at me and said "Brian I..." She shifted to kneel in front of me and moved closer and said "I want this to... I need this to mean something honey". I said "Sandy, how can I make you understand how much you mean to me, how much I want this?" She looked at my cock and said "Sweetheart it's VERY clear how much you want this". I helped Sandy stand and she was clearly and visibly conflicted as she stared at my cock and chewed her lower lip.

I took a deep breath and said "Sandy... I want you to know I have heard everything you have said, everything you have asked me..." She tore her eyes from my cock and looked at me and said "And...?" I gently lifted her t-shirt up and as it passed her stomach and abdomen and she knew what I wanted she shifted her neck, closed her eyes and lifted her arms to allow me to take it off. Sandy's hair danced as she shook it out and her firm large breasts were bare and perfectly round with thick stiff nipples shouting her arousal to me. Sandy opened her eyes and stared into mine and whispered "Promise me..." I waited and savored the perfection of her almost naked body, only her thin yellow panties remained. Sandy exhaled slowly and her breasts shifted as she said "Promise me no one finds out about this... about us... until i can talk to Tyler". I nodded and said "Does that mean?" Sandy touched my face gently and said "Honey, we both know when you came in that bathroom and saw me in my underwear..." I stared at Sandy but that was all she said as she took my hand and led me to her bed and she said "Be gentle with me Brian, it's been a while" and I looked at the floor and swallowed. Sandy touched my chin and lifted me face so she could look at me. She whispered "Brian, is this... are you a virgin?" I shook my head and said "No, but I've only had sex 3 or 4 times, and never in a bed. I just like to pretend that I have..." Sandy kissed me and said "Shhh..."

We got into bed and this was the first time to be naked in a bed with a woman and it was weird and exciting and I was nervous and happy and very aroused. Sandy read my mind and asked "Back seats and all that?" I nodded and said "And one girl's parents camper" Sandy laughed and said "Sorry... sorry honey it's just... I would kill Tyler if I knew he had..." Sandy got quiet and sat back against the pillows and blew out a long exhale and stared at me. She slowly licked her lips and said "I probably don't want to know this but... has Tyler... no... nevermind... nope..." Sandy exhaled "Phew, sorry to kill the mood baby, it's just sort of surreal when I think that you are my son's best friend. Are you okay, you're not mad at me are you?" I shook my head and said "No, but maybe we could not talk about Tyler when we're naked and in your bed?" Sandy smiled and said "Yeah" then she said "Maybe I could do this and it could change the subject?" Sandy slowly slid her panties down and off and I held my breath as her clean shaven area came into view. She was wet and pink down there and everything seemed perfect based on my limited knowledge. Sandy held her panties up and said "Instead of stealing these, how about I give them to you?" I blinked and she blushed and said "Oh, is that not a thing now?"

I was confused and she said "Anyways..." and tossed them to the floor and then she lay back and parted her legs and said "Be honest, did you ever think this would happen?" I swallowed and said "I hoped..." and Sandy slid her fingers up her legs and near her crotch and said "Treat me right Brian, and this is all yours. One question though... what are you going to tell Kim?" I gasped "Kim who?" Sandy said "Cute, but if you really want the whole package with me, it's only fair to Kim that you break up. I'm too old to be someone's fling honey. It's all or nothing and you knew that before we came upstairs". I stared at Sandy and said "So this is... we're...?" Sandy sighed and said "Sweetheart, you are this close to the goal line... hold it together and just be honest with me. Do you really want a relationship with me Brian? Or now that we've come this far... is what you really want just to have sex with me?" Now that we were both naked, she was willing and I was somehow still hard and aroused, I eased between her legs and she put a hand on my chest and said "Honey, you have to drive down the field to score. You can't just step up to the goal line and get a touchdown". I blinked and said "Football? Really?" Sandy sighed and said "Okay, Fine. If you want to put that in me, you have to kiss me first, touch me, some foreplay. Our first time is NOT going to be a quickie... how's that?" I said "I will break up with Kim tomorrow unless you want me to do it right now and also to be honest, I don't think I can make it much longer so could we... uh...?"

Sandy sighed and said "Calling Kim after is fine smartass, and as for you, we can make out afterwards I suppose... are you close?" I nodded and said "Yeah" and Sandy sighed and said "Okay, come here then baby". I moved to her and she guided me and it felt like Heaven when I entered her warm, wet, tight pussy. I slid all the way in and she moaned softly and whispered "Is this what you have wanted Brian?" I gasped "Yes" and she kissed me softly and said "You know what to do honey?" I said "Mostly" and she held my sides and said "Just stroke slowly and enjoy it, I'm sorry for what I said about football and foreplay baby, just enjoy it okay?" I nodded and Sandy held me as I began to stroke inside her warm and beautiful body. I would never tell her it, but it had been a few days since I had... used porn to... well... since I had cum, so I was pent up and really excited by her. I was trying to concentrate but it was difficult because not only was I finally inside Sandra but it was way better than I had ever hoped or imagined. I was the hardest I could ever recall and my cock throbbed as I stroked into Sandy and she panted softly and held me. We kissed a few times but mostly she held me and moved her hips in time with my motions. We made love for several minutes and I did everything I could think of to hold back and prolong the amazing experience. I was getting close and she knew it and Sandy took my face and kissed me softly and said "It's okay baby, enjoy it and let it go. We can do it again so just enjoy it".

I huffed and gritted my teeth and maybe lasted another minute, a couple of long deep strokes, and then my body tensed. I felt like my entire body was electrified and my hands and feet tingled and then I exploded inside Sandy with a powerful climax and she gasped and whispered "Wow". I was pumping into her and she gripped me and gasped "Keep... going..." and I kept my pace steady even after I was spent. I drove into Sandy and she was moaning and thrashing and her body seemed to vibrate and then she gasped and screamed and almost threw me off, her orgasm was that intense. Sandy panted and held me and then a few moments later she gasped "You can... you can stop... if you want..." I slowed and kissed her passionately and we kissed for a long while and they were warm, deep kisses like I had only seen on romantic movies. Sandy touched my face and played with my hair and she smiled like I have never seen her smile before and she said "That was amazing, you are an incredible lover and that is the first time I have... let's just say you gave me something my ex rarely gave me. Thank you". We kissed some more and she looked at me and asked "Was it okay? Did you like it?" I said "Yes, very much. One question... can we do it again? Are we lovers?" Sandy smiled and said "Brian, yes we can do it again honey and yes... we are lovers. We are most certainly lovers baby".

....................................... to be continued .....