My Best Friend's Mom

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"Ready?" Kelly asked.

"Yep," I replied.

"Good. Lets hit the mall," she said.

We took her car, a brand new silver Honda Accord with tinted windows, which was a lot nicer than my 5 year old Toyota Camry. Kelly and I chatted as she drove and it didn't seem to take very long for us to get to the mall. The worst part of course was trying to find a parking space once we got there. When we finally found one we grabbed it. I was pleasantly surprised when Kelly leaned over and gave me a quick kiss on the lips before we got out of the car. She surprised me again by taking my hand in hers as we walked through the parking lot and into the mall. I love this mall because its full of outlet and specialty stores. You can always find some good bargains.

The first store Kelly took me to was a trendy fashion store. We didn't find anything either of us liked so we moved on the next store. There Kelly picked out a few tops, skirts and some pants for me to try on. When we got the changing room she discovered that I wasn't wearing any underwear. Kelly didn't say anything as I stripped out of my borrowed clothes revealing my naked body to her, she just raised a questioning eyebrow.

"I don't mind borrowing Jen's clothes, but her underwear are another story," I explained.

"That just means we'll have to buy you some to keep at my house," Kelly said grinning devilishly.

After trying on all the clothes Kelly had picked out for me, we decided on which ones we were going to keep and which ones we were going to put back I started putting back on the clothes I had barrowed from Jenny's closet when Kelly stopped me.

"Wait. Don't get dressed yet," she said.

"Why not?" I asked curiously.

"Because we're not done here yet," Kelly said.

I was confused and the look on my face clearly said as much. After all, here I was standing totally naked in a store dressing room with my brand new girlfriend who just happens to be my best friend's mother and she's telling menot to put my clothes back on.

"Put your foot on the seat," Kelly said.

I did as I was told and lifted foot the small built in bench of the small dressing room. As soon as I did this Kelly smiled at me and dropped to her knees right in front of me. Before I even had time to register what was going on I felt her lips and tongue on my clit and gasped loudly in surprise and pleasure, but Kelly didn't stop for a second.

I knew there was at least half a dozen people just on the other side of the all to thin door of our dressing room and if I got too loud they would know immediately what was happening so I did my best to keep the noise down but it was hard.

"Oh god Kelly that feels so good, but we can't do it here. What if we get caught?" I whispered urgently.

"Mmmm. Then keep your voice down and hope I make you cum quickly then baby," She purred wickedly.

I pushed my shoulders tight to the corner of the dressing room wall and braced myself with my arms as Kelly continued to go down on me. I had my mouth open and I was breathing in shallow rapid breaths as her tongue worked its wicked magic on my clit. I don't know if it was that Kelly was just so good at what she was doing or if it was that fact that she was doing it in such a public place and the risk of getting caught was so high, but in no time at all I felt my eyes roll back in my head and I let out a shuddering breath as my orgasm rolled through my body. Kelly did stop her ministrations to my clit for a second, but she licked me ever so gently as I came right there in the dressing room. When my orgasm finally died away Kelly pulled a way from my body and stood in front of me, and then leaned forward to whisper in my ear, "Now you can get dressed baby."

I had to sit down on the small bench as I dressed myself again because my orgasm had left me momentarily weakened. As I was getting dressed Kelly took a wet wipe from her purse and wiped her face clean of my juices and then dried her face with a tissue. Once were had made ourselves presentable Kelly and I left the dressing room, paid for the clothes we wanted and left the store in search of more shopping.

A few stores down we spotted a great top in one of the window displays and went inside to check it out. We found the top we had seen, and they even had it in my size. Kelly came with me as I tried it on in the dressing room. I didn't think Kelly would do anything this time because unlike the last dressing room who's door went all the way to the floor this one's door had about a foot and a half gap between the floor and the bottom of the door. I pulled my top off and tried on the top we had spotted in the window. As I looked in the mirror I saw how great the lacey black silk cami looked great on me.

"That top looks so sexy on you baby," Kelly said softly into my ear as she stood behind me caressed the tops of my shoulders gently. I smiled back at her through mirror. Then her hands slid down my arms and I saw the mischievous gleam in her eyes and then her hands slid under the cami and up to my tits and she started playing with my nipples.

"Kelly we'll get caught," I whispered pleadingly.

I saw Kelly's reflection grinning devilishly at me in the mirror as one of her hands left my tits and slid down the front of my body to the waistband of my pants where she opened the snap and slid down the zipper.

"Kelly!" I whispered urgently. Her eyes sparkled wickedly at me as she grinned at me again as her hand dipped inside the front of my pants.

"Ohhhhhh," I moaned softly as Kelly hand caressed my pussy.

"That's my sexy girl. Cum for me baby," Kelly said in a sultry whisper right next to my ear. The feeling of her hot breath on the side of my face turned me on even more.

Kelly's fingers found my clit almost instantly and she started rubbing her fingers over it. I leaned my head back and rested it on Kelly's shoulder as she strummed her fingers over my hard clit. It only took a few minutes before I had to grit my teeth as I arched my body as I came right there in a store dressing room for the second time in a day. After my orgasm passed I collapsed back into Kelly for a few seconds while I recovered.

"Did you like that baby?" Kelly whispered in my ear.

"Y-yes," I stammered.

"Good. Now lets go pay for this top, we've got a lot more shopping to do today," Kelly said as she grinned at me again.

Every time we went into a dressing room to try on some clothes Kelly either ate me out or fingered me until I came for her. Before we knew it, it was lunchtime and we were both starving so we went to the food court and got some lunch. As we ate I asked Kelly, "Do you think I could pick out an outfit for you?"

"Of course. In fact I think that's a great idea. Why don't you pick me out two outfits, one for when we go out tonight, and another for after we get back home," she said as she grinned at me.

"Cool," I said and grinned back at her. "So where are we going to go next?" I asked.

"Well I all you really need now are a swimsuit for my place and some underwear, and I know a few stores that'll be perfect for that. Then go shopping for that stuff you want to get me," Kelly said.

"Sounds like a plan to me," I agreed.

After lunch Kelly took me to some underwear stores she knew of and bought me several different types of bras, demi cups, push ups, shelf bras, and they were all either lacey or silky or both. Then she picked out a bunch of underwear for me, she got me some lacey boy cut briefs in different colors, some lacey booty shorts, thongs, g-strings and several sheer panties in different cuts and colors.

"Since you can't try these on here you'll have to model them for me later," Kelly said.

I just smiled at her and said, "It'll be my pleasure."

When we were done with underwear Kelly took me to this store that sold very sexy swimsuits. Kelly browsed through the racks occasionally holding a swimsuit up against my body trying to judge if the color or cut would look good on me. This was the longest we spent in any one store all day, but Kelly finally picked out two swimsuits she really liked for me. The first was a lycra sideless g-string, it was basically a V of fabric that started at my crotch, went over my shoulders and was connected to a Y shaped string back that ran up between my ass cheeks and attached to the front at my shoulders. The other suit she bought me was a bright red one-piece suit with a front that plunged almost indecently low and was connected by thin clear strapping and a thong back that was attached the front by a string at the waist. The top also tied behind my neck. This suit was basically a thicker version of the other one. When I mentioned this to Kelly he response was, "Well you have to have something to wear in the pool when Jen's around, but I still want you to look sexy too." It made sense to me so we bought the swimsuits and it was my turn too do some shopping for Kelly.

It didn't take long for me to find an outfit for Kelly. I found a sexy black tank dress for her that hugged her body perfectly the bottom hem only came down to the middle of her thigh. While we were at that shop she found me a sexy little black dress for me too. It was a lot like hers except that the top criss-crossed and showed off my stomach muscles perfectly. While we were there Kelly also bought me a pair of four inch black heels to go with my dress. And of course we had sex in the dressing room again.

At the last store of the day I got Kelly a white stretch lace teddy with a sexy strappy thong back and sides. Kelly thought the outfit was so sexy she bought one for me in black. We walked back to Kelly's car with are arms loaded with bags from all the stores we bought stuff from. When we got to her car we put everything in the trunk, kissed each other and got in the car and kissed again. As Kelly drove us back to her house she reached over, undid my pants and had her hand down them and working my clit in no time. I lifted my butt off the seat and slid my pants down to my thighs to make it easier for her and then I just leaned my head back against the seat, closed my eyes and let her work her magic.

"Ohhhhh, Ohhhhhh. Kelly that feels so good," I moaned.

Kelly's fingers rubbed circles over my hard little clit first one way and then the other. Then she would rub her fingers up and down over my clit before going back to circles again. She repeated this over and over again making me cum three times before we pulled into the driveway at her house. I lay there in my seat panting and covered in sweat as she turned off the car. "You're so sexy baby," Kelly said with a huge smile on her face.

"Thanks," I replied breathlessly as I pulled my pants back on and did them up.

We got out of the car and took our purchases inside to Kelly's bedroom. And we both hopped into the shower. Thankfully Kelly took mercy on me and let me wash myself with her trying to make me cum again. I think she knew if she did I'd be too worn out for whatever it was she had planned for later tonight, so we took a peaceful shower together and got dressed in our new sexy black dresses. Neither one of us wore a bra, but we both put on a pair of skimpy sheer black thong panties and Kelly rolled on pair of thigh high lace topped stockings.

"Do I get a pair of those to wear too?" I asked.

"Honey with your tan you don't need them," Kelly assured me.

I blushed at her complement as we both slipped on our high heels and got ready to leave.

Kelly took me to a nice restaurant where we ate dinner and talked more about my plans for college. As we ate I felt Kelly's stocking clad foot rub against my thigh and my eyes widened in surprise. This woman was insatiable! Before long her foot had moved up my thigh and was nestled squarely between my legs and gently massaging my pussy through my panties. I'm not sure if I was thankful or disappointed that we finished our dinner relatively quickly. As we got up to leave I noticed a wet spot where I had been sitting and blushed deeply. When Kelly saw what was making my blush so much she just grinned wickedly at me and said, "Come on lover its time to get you home."

We left the restaurant, got back in her car and she drove us back to her place. As we got in her house Kelly turned to me and said, "Wait here for a few minutes baby, I have something special planned for you tonight and I want to get it all set up."

"Ah-ok," I replied.

Kelly gave me a quick kiss on the lips and said, "I'll be back in a couple of minutes." And then she dashed off to the bedroom.

I sat down in the kitchen and got a bottle of water from the fridge to drink while I waited and tried to figure out what Kelly was setting up for me. About 15 minutes later Kelly found me in the kitchen and said, "C'mon sexy."

I got up and followed her to the bedroom. She had closed the door so I couldn't see inside.

"I want you to close your eyes and let me guide you into the room," Kelly said.

I didn't answer; I just closed my eyes and held my hands out for her. Kelly took my hands in hers opened the bedroom door and slowly led me inside her bedroom and closed the door behind us.

"Ok you can open your eyes now," she said as she moved to stand beside me.

I opened my eyes and took in what Kelly had done. The lights were out but the room was lit by several softly flickering candles she had placed around the room and she and turned down the bed. It all looked so romantic to me that I was just blown away.

"Kelly...I-I...I just don't know what to say," I stammered.

"I would have liked to have done more, but I wasn't expecting all this to happen this weekend," Kelly said.

"It's wonderful Kelly. But what's it for?" I asked. I was so blown away by everything that had happened so far this weekend that my mind was refusing to work right and put two and two together.

"I-I thought...I was hoping you'd let give me your virginity tonight," Kelly stammered. It was obvious by the look on her face and the tone of her voice that she was wondering if she had gone too far.

I looked around them for a minute or two before I turned to her and with a big smile on my face I said, "There's no one else I'd rather give it to."

Kelly smiled back and me and we embraced each other in a tight hug and then we kissed, the long and passionate kiss of two people deeply in love with each other. When we finally broke apart a few minutes, days, weeks later Kelly slowly and sensually undressed me. She squatted in front of me, put her hands on my thighs and slowly slid them upwards as stood taking my dress with them and lifting it over my head and off my body and then tossing it off to the side. She smiled naughtily at me as I stood there in just my panties and a pair of heels. Now Kelly put her hands gently on my shoulders and slid them down my arms to my waist and where she hooked her fingers in the waistband of my panties and began sliding them down my legs as she slowly squatted down before me once again. As she slid the waist band past my hips and down my firm thighs the crotch stuck to my wet pussy for a second before finally pulling free trailing a string of my sticky wetness for a few inches before it snapped and stuck to my thigh. Kelly licked her lips provocatively as she kept pulling them downwards until they landed in a pool at my feet.

Kelly gently guided me backwards until my legs were against the bed and then she pushed gently on my body silently telling me to sit on the bed and I did. Kelly lifted my leg up and held it parallel to the floor as she took off my heels sultrily kissing my feet and calves as she did.

"Lay back on the bed baby," Kelly said softly

I climbed back onto the bed laying down in the center of it and waiting anxiously for what was going to happen next. Kelly stood up and walked over to her large walk-in closet and disappeared inside for a few minutes. When she came back out she was naked except for a very sexy looking strap-on. When Kelly saw my look of surprise and ...delight she turned from side to side modeling the strap-on and harness for even turning a full circle.

"Pretty sexy don't ya think?" She asked playfully.

"Yeah, and that strap-on's not bad either," I replied just as playfully.

It was sexy, it was black velvet with a raised swirl pattern on it and the back laced up like a corset. The straps went around the waist and thighs leaving her pussy and ass available for my pleasure.

When she was done posing for me Kelly walked to the edge of the bed, climbed on top of it and then crawled cat-like between my legs. As her head came level with my knees Kelly leaned down and planted soft kisses on the inside of my left knee and started working her way upwards. It tickled a little bit, but it also sent shivers up and down my spine. When she reached the top of my thigh where it joined to my hip she gave it a long swipe with her tongue and then kissed her way over to my belly button where she flicked and twirled her tongue playing with my charm before moving upwards again. It was driving me crazy! I wanted Kelly so bad I couldn't stand it! But she kept teasing me with those little kisses and licks! She dragged her tongue agonizingly slowly up the centerline of my abs. When she reached the top of my abs Kelly went back to giving me soft little kisses as she made her way up my body and between my breasts. She licked over to my right nipple, circling around my areola first in one direction, and then the other teasing me again.

"Urrrggghhhh," I moaned in frustration.

Kelly looked my in the eyes without ever stopping what she was doing, grinned and quickly sucked my nipple into her mouth.

"Ohhhhhh!" I moaned in absolute pleasure as she sucked on my nipple as she flicked her tongue over my hard little nipple and occasionally nibbling on it with her teeth. Kelly didn't neglect my left nipple either, I felt her fingers trace lightly over my body until they found my achingly hard knob waiting to receive some attention of its own. Her fingers pinched, twisted and pulled my nipple. It felt so good, but it was only adding to my desire for her to fuck me and give me an incredible orgasm. My pussy was turning into a sloppy wet mess from the foreplay and my desire Kelly. She moved her mouth to my left nipple and used her fingers on my right. Oh god I wanted her!

"Please Kelly make love to me already I need you so bad I can't stand it anymore," I begged practically crying with my need for her.

"Shhhh baby. I just want to make it the best I can for you. Are you sure you're ready?" Kelly said.

"Yes! Oh God yes Kelly! Please!" I pleaded.

Kelly kissed me on the forehead and said, "Alright baby." And then holding herself up with one hand she reached down between her legs with the other, took the dildo on her hand and guided it to my hungry pussy.

"Ummmmm," I moaned as Kelly rubbed the head of the dildo over my pussy lubricating it and lining it up with my hole.

"Ready?" Kelly asked softly.

I nodded my head and then I felt the head of the dildo press into my pussy. It hadn't gone far when it hit my hymen. Kelly pulled the dildo back a little and then pushed it forward hard and fast. The dildo ripped through my cherry and was half buried in me as I winced in pain. "Sssssst!"

Kelly froze. There was a look of concern on her face as she asked, "Are you alright? Do you want me to stop?"

I took a few deep breaths and said, "Yeah. Yeah I'm ok, just give me a sec."

Kelly waited patiently for me to adjust and after a minute or two I nodded and said, "Ok I'm ready."

Kelly slowly pulled the dildo back so that just the head was inside me before easing back and forth in my pussy pushing a little more of it inside me with each thrust. The slow easy thrusts Kelly was using on me started feeling good almost immediately and I started moaning softly. "Ohhhhh, ohhhh."