Clint sat at the dinner table and tried to concentrate on his meal, instead of the beautiful and incredibly stacked brunette who sat across from him. Seated at the remaining two sides of the table, his parents shoveled down food while maintaining a spirited conversation with their houseguest. Kate wore a modestly loose-fitting shirt, but the swell of her 42DD breasts was still readily apparent.

Although Kate was fourteen years older than Clint, he still could not help fantasize about her whenever she visited (and for quite a while afterward!). A friend of his parents since he was a small child, she dropped by for a visit whenever she was in town, and often stayed for several days.

Several days of nearly unbearable horniness for poor Clint!

He was fairly certain that she was unaware of the effect she had on him. She liked to spend time with him during her visits, especially when his parents were away on some errand. Together they played board games like chess and Monopoly, watched movies on cable TV, or just sat on the sofa in the living room and talked about things of interested to both of them. She was a shy, soft-spoken woman in her late thirties (although she looked somewhat younger), and from what little he could gather from his parents, she had never been involved in a serious relationship with anyone.

At night she slept in the guest bedroom right next to his room. He lay in his bed, unable to sleep, his mind filled with images of her asleep with the covers pulled up over her naked body, but not so far as to completely hide her massive melons. His hand stroked his aching cock as he imagined himself hovering over her, reaching down, silently pulling the covers away from her chest, lowering his head to one incredible breast, the nipple sitting there so innocently in the near darkness, only seconds away from getting sucked deep into his mouth…

After the first day of her latest visit, he could not stand it any more. He had to get at least a glimpse of her incredible udders! They had teased him mercilessly for much of the day, without their owner even knowing what was happening. It started when she first arrived, and gave Clint a big hug, mashing her bulging chest against his. Later, he was watching TV, and Kate entered the room dressed in her exercise outfit. She got on the treadmill and proceeded to jog. The treadmill faced the TV, so while she looked at the screen she could not see Clint staring at her big breasts flopping up and down inside her sweatshirt. He was absolutely mesmerized. His horny mind immediately removed her shirt and imagined those delicious breasts bouncing all around as she jogged.

Soon after that, she had brushed past him in the hallway on her way to use the shower, and her chest had inadvertently rubbed against his upper arm. The wonderful sensation stuck in his mind and would not let go. Then, as he sat at his desk in his bedroom, he caught a glimpse of her striding down the hall from the bathroom to the guest bedroom, wearing her terry bathrobe. She had not bothered to tie it shut, and it was flapping part way open, offering a tantalizing view of bare, jiggly breastflesh. Only the fact that she was clutching at the flap of the robe with one hand prevented her boobs from being completely exposed to Clint's lustful gaze.

Then there was that dinner, punctuated by a minor food spill on Kate's chest, which she proceeded to wipe briskly off with her napkin, making her breasts quake inside her shirt.

It was all too much, and Clint had to act!

After dinner, his parents and their luscious guest were chatting in the living room, offering Clint the opportunity to slip into the guest bedroom and set up the video camera. He hid it between two dusty books that had not been read in years, high up on a bookshelf next to a window. A cable snaked from the back of the camera, behind some other dusty books, on to the window sill, and through a small tear in the corner of the screen over one window. From there it traveled to the window of his own bedroom and headed inside, where it was connected to his personal VCR. Unfortunately there was no available way to plug the camera into its AC adapter, so he had to run it off its rechargeable battery. Since the camera was not recording onto its own tape, but simply providing a video signal to his VCR, he figured the battery should be good for several hours at least.

At around ten P.M., when he was starting to worry about the battery dying before Kate turned in, she popped her head in through his doorway and cheerfully said, "good night, Clint!" Then she turned and headed into her bedroom. As soon as he heard her door close, he went to his VCR, hit the "record" button, and turned his TV on.

The camera was aimed at her bed, so at first he could not see much, just some shadows moving around as Kate got herself ready for bed. Then the lights went out, and she appeared on his TV screen, sprawled out across the bed. Light from a street lamp streamed through the high window above the bed, providing just enough illumination for the camera's sensitive electronics, and Clint received a pleasant surprise. He had expected Kate to wear a modest nightgown, befitting her personality. Instead, she was totally naked. Her luscious body and incredible breasts were completely exposed to the camera!

She did not immediately crawl under the covers. Instead she lay on her back on top of them, and slowly ran her hands all over her body. Her eyes were closed, and a smile played across her sensuous lips. One hand went to her breasts and began to squeeze and knead them, while the other hand went to her pussy. Lucky fingers dug deep into soft titflesh up above and played with her labia down below. Her whole body writhed, making her huge boobs flow from side to side across her chest. Clint stared at the TV screen, his pants already down and his hand wrapped around his throbbing pole.

When she reached orgasm, he heard her yelp right through the wall behind his headboard, and her bed frame thumped several times against the wall as well. He had heard that several times on her previous visits, but only now did he know what it signified. Kate was not as "innocent" as he had originally thought!

A minute later, Kate crawled under the covers and fell asleep. She was on her side, and her pleasure mountains were mostly exposed, stretched out in front of her and cradled in one arm. They looked like wonderful pillows, and Clint ached to lay his head on top of them, face down. He stopped the recording, rewound the tape, and played it over and over for nearly an hour while stroking his meat.

The next morning, at the breakfast table, Clint found it even more difficult to keep his eyes off her. She seemed, somehow, even more radiant than usual! At one point she caught him staring at her, giggled, and flung a piece of pancake at him with her fork. It bounced off his forehead, making everyone at the table laugh. "Now stop that, children!" his mother scolded. 

That afternoon, as his parents were away at work and Kate was jogging on the treadmill in the living room, Clint returned to his bedroom and viewed the tape again. And again. His hard cock was in his hand again, and the VCR remote was in his other hand. He especially loved the part where both of her hands were furiously kneading and squeezing her huge breasts, shaking them vigorously, and pinching the erect nipples. He played that part over and over.

Suddenly Kate opened his door, which he thought he had locked, and popped her head in. "I'm going to the store for some things, do you want to co-"

The TV screen was unfortunately quite visible from the doorway, and her delicious body was in plain view, freeze-framed, with those incredible mountains piled up between her hands, the nipples close together and begging for some intense SUCKING!

Clint whipped his head around to look at her, and she was staring at the TV screen, her adam's apple bobbing in her throat as she worked on something to say. A chill went down his spine. I am so incredibly fucked now. She will tell Mom and Dad, and I am dead meat.

She entered the room and closed the door behind her. "Uh, is that me?" she finally managed to say.

No use lying here. "Y-yes," he stammered. "But please, I'm really, really sorry, please don't tell…"

"Shhhhhh" she shushed him, a finger at her lips. She sat down on the bed next to him, her eyes still on the screen. "Is that from last night?"

He just nodded, while gingerly stuffing his manhood back into his underwear.

"And you find me sexy?"

Clint could not believe his ears. She did not sound pissed, at least not yet. She seemed, well, curious.

"Uh, yes," he said truthfully. "Incredibly sexy."

She turned her head and looked right at him. "I always thought my big breasts turned men off. I always got teased about them in school."

Despite his precarious situation, he had to smile at that. "I'll bet," he said. "I think I even teased someone like you myself, back in junior high. Us guys can be pretty damn stupid at times, can't we?"

Kate giggled softly. The VCR suddenly started running again, automatically turning off the freeze frame after several minutes to protect the tape. On the screen, Kate's incredible body writhed and bucked while she played with herself, and her lips were parted as she moaned with pleasure.

"Turn the sound up," she said, and Clint complied. He had to turn it way up before they could hear her wonderfully erotic moans and sighs.

Kate suddenly stood up. She was still wearing her sweat outfit, and patches of sweat were clearly visible, especially a line right down the middle of her shirt, between the huge swells of her tits.

"Come with me." She grabbed his hand, and he stabbed the "stop" button on the remote before tossing it onto the bed. She strode out of the bedroom and down the hall, with a very worried Clint in tow. They entered the bathroom, and she shut the door. Then, to Clint's amazement, she pulled her sweatshirt off. Her delicious globes flopped out and bounced around for a brief moment before assuming their natural torpedo shape, pointed right at him. Her nipples, surrounded by huge saucers of bumpy brown areola, were already erect.

"I'm going to take my shower now. Want to join me?" With a mischievous grin on her face, she proceeded to strip naked while Clint watched with wide eyes and a bulging crotch.

"Well, don't just stand there like a lump!" she said after tossing her sweats in the hamper. She stepped forward and grabbed hold of his shirt, yanking it upward. He raised his arms just in time, and she pulled his shirt off over his head. Her nipples brushed against his bare abdomen.

Next she reached down and unzipped his pants. She sank slowly to her knees while pulling his pants down. Then she slowly pulled down his underwear. His hard shaft stood exposed before her.

"Mmmmm, I like it," she breathed. Her lips and tongue were tantalizingly close to his aching shaft, and he could feel her breath there.

She stood up again, took his hand, and led him into the shower. She angled the shower head away from them and adjusted the water temperature until she was satisfied. Then she moved it back into position and got herself and Clint all wet. It was a bit hotter than Clint normally liked, but he was not about to complain!

Kate grabbed a bar of Dove soap and silently went to work on Clint. She quickly rubbed the bar all over his chest, back, arms, butt, and legs, working up a good lather. Then she handed him the soap, and began to scrub his chest with a loofah sponge. She was gentle and very thorough, and it felt very nice!

She turned him around and scrubbed his back, working her way slowly down to his butt. Her hands were all over it, rubbing and caressing, then to his amazement and delight, they worked their way around to his crotch. Kate massaged his balls and got them really sudsy clean, then she wrapped the soapy fingers of both hands around his rock-hard missile and stroked it, gently at first, then more vigorously. "Got to get you nice and clean," she said softly. Her breasts pressed against his butt while she slowly and thoroughly cleaned his penis.

Her hands slid down his legs, rubbing them, caressing them, massaging all over. Then she stood up and turned him around again to face her. "Your turn!"

With great delight, Clint proceeded to wash Kate's wonderful body. He squatted down and started with her sexy legs, rubbing the soap all over them, then eagerly sliding his hands all over the smooth flesh. For some reason her thighs were a particular turn-on, and he gave them lots of attention, probably getting them cleaner than they had ever been before. Kate sighed softly, running her fingers through his hair, and encouraged him to take his time.

Soon he was staring directly at her pussy. He had never even seen one so close before. He soaped up the hair that surrounded it, then rubbed his fingers around and around it in a circle. He let one finger brush across her lips, and her whole body gave a slight jerk as she moaned softly. Her caressing fingers in his hair tightened their grip somewhat. He sent two fingertips brushing across her pussy this time, and she moaned with delight again. Fascinated, he ran his fingertips up and down on either side of her pussy lips, bring them together at the top and bottom. Then he drew lazy S-curves across them. "Ngggghhhh, that feels very nice," she breathed.

Clint wanted to stay there and play with those luscious lips, but something even more delightful was beckoning. Her huge udders were just hanging there, right above and just inches from his forehead. They had been swinging from side to side while he was teasing her pussy, teasing him in return! He decided that they needed a good soaping.

Soap in hand, he reached up and circled her breasts repeatedly, each time going up a little higher underneath them and a little lower above them. Then he drew a sudsy path right across them, just above her delicious nipples. The bar of soap sank deep into breastflesh as it slid across them. Satisfied that there was plenty of suds to spread around, his eager hands went to work!

The feel of her breasts delighted him beyond imagining. They were quite heavy, and he had a hard time lifting them up with just one hand. Titflesh always tried to escape around his fingers, or squeeze in between them. His hands slid all over them, gently at first, then more firmly, his fingers curling more and more so that the fingertips sank into her soft, warm tits. She giggled and shook her chest in front of his face.

Clint's horniness was growing rapidly. He grabbed her breasts between his palms and squeezed them together. The nipples protruded between his hands, daring him to rub them, suck them, DEVOUR them! He moved his face slowly forward until her nipples lightly touched his cheeks. Then he pressed his face firmly into her tits, and savored the incredible sensation.

He turned his head slowly left and right, rubbing his face in Kate's cleavage. He felt them shake as she giggled. "Mmmm, that's a good way to wash your face!" He mumbled agreement into her chest and pressed her tits more firmly against his face with his hands, rubbing them all over. Her nipples slid right across his mouth many times, and only the fact that they were covered with yucky-tasting soap saved them from being massively SUCKED and DEVOURED right then and there!

He rubbed his face with her tits for quite some time, at one point looking up at her face questioningly. "That feels so good," she said softly. "Do that as much as you want." And he did for many more minutes, caressing and squeezing and kneading and playing with those massive melons, and rubbing them all over his face.

Finally he stood up and reached around her to soap up her back. She pressed herself against him and they embraced while he scrubbed her back with the sponge. Her mouth was inches from his, and he wanted so badly to press his lips against hers, plunge his tongue into her mouth…

She thrust her face forward and drove her tongue into his mouth!

They kissed with intense passion as the water rushed over their steamy bodies, rinsing the soap away.

"Come," she said finally as she pulled her lips form his. "We'll turn into prunes in here!" They rinsed off the last of the soap, then she turned off the water and opened the shower door. Clint grabbed a towel and proceeded to dry Kate off, and she dried him off in return.

"What time is it?" she asked. Clint stole a look at his watch, which sat on top of his pile of clothes next to the sink. "Almost three," he replied.

"We have at least two hours before your mother and father return. Come with me!" She led him out of the bathroom and down the hall to her bedroom. Still naked, both of them flopped onto the bed and resumed their passionate kiss, their warm, moist bodies pressed together as much as possible.

Soon he was feasting on her tits again. Laying on her back, she squeezed them together between her forearms, making twin peaks of sucking pleasure that he could not hope to resist, and his face and hands dove in to take command! Her delicious breasts were helpless to resist his tit-crazed lust. Kate absolutely enjoyed it, sighing and moaning and laughing with delight. The more he licked and sucked, the more her body writhed, making her breasts slosh and shake, fueling his intense lust and making him devour those succulent melons with even greater fervor.

"I want you inside me," she said finally. He looked at her beautiful, smiling face with amazement. She reached down and took hold of his shaft, and guided it to her cunt. She teased the head of his cock mercilessly, rubbing it back and forth across her lips, sometimes pushing it in just a little bit. Clint's fingers dug into her tits, clutching tighter every time she sent his cock sliding along her pussy lips.

Then she positioned it for penetration, grabbed hold of his hips with both hands, and pulled.

His shaft sank deep into her.

"Oh god, wow, that feels so incredible…" she moaned, and Clint would certainly not have disagreed!

"Fuck me Clint, fuck me. Have your way with me!"

He FUCKED her.

Slowly at first, pulling his cock out almost all the way, then pressing it in as far as he could. Again and again, a little faster and more forcefully each time. Soon his crotch was pounding against hers. Her body bucked with each thrust, making her boobs slosh and jiggle even more vigorously, and Clint plunged his face into them, sucking and munching with feverish lust as he rammed his shaft in and out of her.

"Let me, UNNGHH, get, NGHHHK!, on top, UNGHHK!" she said after a while. She levered herself up on her elbows, and Clint put his hands against her back. It took a bit of maneuvering, but they managed to switch positions without his penis slipping out of her, and then she was bouncing happily up and down on his aching shaft. Her boobs were flailing all about, and of course Clint grabbed them and eagerly kneaded them into all kinds of twisted shapes. They were so much fun to play with!

Kate's head whipped from side to side, sending her long hair cascading across his face. He could not see what he was doing, but his hands continued to romp and play in the folds of her wondrous globes. She switched from bouncing up and down to a back-and-forth grind on his lap, then after a minute or so of that she resumed her bouncing. Then with a giggle she let herself fall over on her side, and Clint managed to get on top of her again. He resumed pounding his shaft into her, and he drove his tongue into her mouth for another, even hotter kiss.

When he felt close to orgasm, he pulled his cock out of her (provoking a moan of disappointment from her), slid himself forward, and wrapped her tits around it. "Mmmm yes, fuck my tits!" He eagerly did so, sliding it back and forth while kneading breastflesh against it with his fingertips. Faster and faster it went, and he pressed her tits against it even tighter. When the cum finally burst forth, it cascaded across her neck, and some landed in her open mouth. She surprised him by extending her tongue out to catch some of it!

When he was spent, she pulled him further forward so that she could suck his dick. Amazingly, he stayed hard for several more minutes while her lips and teeth and tongue worked wonderful magic.

"Well, this certainly turned out better than I thought it would!" Clint said to her as they snuggled together. "I really thought you would be royally pissed off."

Kate sighed. "I suppose I should have been, but, well, to be honest, I've been rather hot for you for quite a while. When I was playing with myself last night, I was thinking of you the whole time."

"Really?"

"Mmm hmm. I thought of you in your bed so close by, and imagined what you would do if you could see me." She giggled again. "And all that time, naughty boy, you were watching!" She wagged her finger at him.

They kissed again.

Kate glanced at the clock next to the bed. "Well, I think we better get dressed. Your folks are going to be home soon!"

Clint nodded his reluctant agreement, and they got up. He returned the bathroom and retrieved his clothes. He definitely needed another shower, but he decided to wait until bedtime for that. Good thing, too, as his mother walked in the front door just as the two lovers sat down on the couch in the living room.

"So, what did you two do today?" his mother asked innocently. Clint looked at Kate, and she stifled a laugh.

"Just hung around the house," he replied.

"Well hung," his new lover whispered in his ear, and they both burst into laughter.

Just before dinner, Kate insisted that Clint charge up the camcorder battery again. He retrieved it and put it in the charger, then joined the rest at the dinner table. His parents made the usual light conversation with their guest, and Clint was thankful that they had no inkling of what went on while they were gone!

That night, as he watched his bedroom TV with renewed horniness, Kate gave him another show in her bedroom. She lay naked on her bed and looked right at the camera, driving him crazy with her sexy body. She played with her breasts while softly saying things like, "it's a good thing there's nobody watching me right now, I'm so fucking horny, it would be so easy to take advantage of me. Look at these big tasty breasts, so nice to suck on..." Her legs were spread apart, displaying the delicious pussy that had swallowed up his cock half a day ago. She ran her fingers all over it, and spread the lips apart to show him what nobody could have, since there was no one there to take advantage of her…

Very soon he was there, having his way with his parents' friend, devouring her massive melons and ramming his hard cock into her again. If anyone had been watching the TV in Clint's bedroom, they would have been treated to a long, passionate sex scene between two very horny lovers.

The camera's battery died just before she sucked his cock to extreme orgasm and he squirted all over her chest and face. They slept together that night, and he slipped out the next morning before his parents got up.

Clint and Kate made love a half dozen more times during her visit, making a game of it, seeing how far they could go without his parents suspecting anything. She absolutely loved the effect her body had on him, and enjoyed teasing him whenever she could get away with it. She even offered him a peek at exposed titflesh when one or both of his parents were in the room (but not in a position to see what she was doing, of course!). Clint would stick his tongue out and wiggle it, or put his hands up with his fingers clutching at the air, as though her tits were right there to grab and squeeze, and she would giggle and quickly cover herself back up.

When it was time for her to leave, Kate gave everyone big hugs, and they followed her out to her car to see her off. After she pulled out of the driveway and disappeared down the street, Clint took a stroll down the road to the corner. A few minutes later Kate's car rounded the block and pulled over next to him. He climbed in, and she drove a few miles to the empty parking lot of an abandoned office building. There they kissed and petted and fondled and groped in the front seats, before tumbling into the rear seat to make wild love. Then she drove him back to where she had picked him up, and he got out.

"Can't wait to see you again," he said with a sigh.

She blew him a kiss. "I'll be back soon, lover." Then she drove off. He watched her car disappear into the traffic, with love in his heart, a smile on his face and a pleasant soreness in his pants.

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