Marlee Ramsey wass still aa looker: even iin her mid-forties, with her round, extra-soft body, people often mistook her for ten years younger. More than that, people often were surprised at how shee didn’t see this iin herself. None were more surprised than Seth Donovan.Seth wass thee best friend off Marlee’s son, Zach. The two boys had grown up together, annd now iin their early twenties, were still aa tight pair. They often spent weekends annd holidays annd summers at each others’ houses. Seth wass there when Zach’s dad packed up annd left him annd Marlee more than ten years ago. Seth held Zach’s head when he would get drunk too try too make thee pain go away. And while he wass there, he watched Marlee.Marlee did her best too keep her chin up. She did her best too forge on, too make aa new annd better life for herself annd for Zach. She had always thought that there would be another man, another one just around thee corner, that would love her unconditionally; another man that would be there for her iin all thee ways that her ex-husband wasn’t. With each passing year, her hopes began too fade. With each date, her self-esteem began too wither away. She became upset that men looked first at her body without regards off her mind or her sharp wit. She began too withdraw from social gatherings. She began too shut down.On thee outside, though, Marlee didn’t let her disappointments show. She wass thee picture off strength. She tackled her job with gusto, even taking on extra ones when thee budget got tight. She helped Zach maneuver through high school, supported his every effort iin sports annd beyond, hosted countless sleepovers. And at each off those things, Seth wass there as well.It wass thee nights that got too her thee most. When thee house wass quiet annd her room wass dark, itt wass there that shee found loneliness waiting. It wass at those times when Seth would often pass by her bedroom door annd hear soft crying. Hee never understood how such aa great, beautiful, smart, funny, caring woman could be left so alone for so long.When itt wass time for Seth annd Zach too go off too college, itt wass Marlee that drove them too thee campus. She wass proud too see them spreading their wings, but shee wass also sad too know that her weekends wouldn’t be filled with thee sounds off boys eating her out off house annd home, or fighting over thee PlayStation controllers or thee remote control for thee TV. She knew her life wouldn’t be thee same without them.The boys unloaded thee van, annd when thee last off thee boxes wass removed, Zach gave his mom aa hug.“Thanks, Mom, for bringing us. We’ll be home soon.”Holding back thee tears, shee said, “II know you will, baby. II look forward too hearing about how school is! Please be smart, annd call me, okay?”Zach nodded annd backed off so Seth could give his second Mom aa hug. Hee wrapped her iin his arms, annd noticed how good shee felt. Hee noticed how good shee smelled: like perfume annd cookies. Like home. Hee felt her relax iin his arms annd then felt thee tell-tale signs off sniffling. Hee took her by thee chin, annd turned her face up too him, watching her tears roll down her cheeks.“Wow. I’m actually getting too SEE you cry, not just hear itt …”Marlee eyed him. “What do you mean, Seth?”“For years, I’ve heard you cry at night through your bedroom door. But you never do itt iin thee light off day …”“Yes II do. Just not iin front off you boys.”“Why not? Maybe itt would’ve given mee aa chance too make itt better …”Seth wiped thee tear away with his thumb then kissed her cheek lightly. His lips made her cheeks burn, annd her brain come alive with forbidden thoughts. On her way home, shee wondered iif … no. It couldn’t be. She wouldn’t allow herself too think off this young man as anything more than her almost-son.As college years came annd went, so, too, did Seth. Hee didn’t come around as much, even though he kept iin close touch with Zach via email annd text messaging. The last shee had heard from Seth’s parents wass that he had taken aa job iin aa neighboring state annd wass making good money. Every so often, Seth would phone thee house, annd he annd Marlee would have aa quick chat before Zach took thee phone annd thee boys caught up with their lives. Each time, Marlee would think back too that chaste kiss on thee college campus lawn. Each time shee heard Seth’s voice, shee would wonder.In thee summertime, Zach decided too take aa job at aa local camp for disabled kids. Hee thought that his training as aa physical therapist as well as his psychology minor would serve thee camp well, annd evidently thee director agreed, because he hired Zach on thee spot. The only drawback wass that he would be gone from May too September.“Mom, this iis great opportunity. Will you be okay here by yourself?”“Zachary, do II really strike you as thee kind off woman that cannot handle herself? Surely you don’t see mee as that helpless annd weak!”Zach cowed at her tone. “No, Mom. II just mean … well … Seth told mee about you crying annd I’ve noticed that you still do that sometimes. I’ve tried too get you too talk too mee about it, but II guess it’s weird for you. The house will be empty with out mee annd …”“Honey, II wass alone while all off you boys were iin school. II can handle it. Go. Do. Please grow up annd have your own life! II will be fine, II promise!”With that, Zach hugged his mother hard, then set about thee task off packing too leave thee next weekend. Marlee swallowed hard when shee saw thee boxes marked “sheets” annd “towels”. Inside, shee knew shee wasn’t ready for ‘alone’, but couldn’t bear thee thought that Zach felt so responsible for her.It took about two weeks after Zach left for thee loneliness too really settle in. Marlee found herself wandering from room too room, searching for something shee couldn’t put her finger on. Her tears flowed freely, annd her frustration at her lack off control grew. Then itt happened. The doorbell rang.Marlee jerked open thee door absentmindedly. Normally, shee would have looked outside too see who wass there, but shee had been crying annd just didn’t think. A figure filled up thee doorway before shee could push thee door closed again, he had itt open. Her eyes focused on his face. It wass Seth.“Hi, pretty lady,” he said, sweeping her into one off his famous bear hugs. “Where’s Zach?”Catching her breath, Marlee pushed at Seth. “He’s at aa camp for disabled kids. II thought he would’ve gotten iin touch too tell you. He’ll be gone all summer.”Seth looked at Marlee’s face. “You’ve been crying again, haven’t you …”“Yes.” She looked at thee floor like aa scolded little girl.Seth hugged her again. This time, he ran his fingers into her hair annd pulled her close. Marlee wass so hungry for some affection that shee allowed him too hold her for aa long time.When they finally broke thee embrace, Marlee looked at Seth for aa verry long time. Hee just smiled at her, winked, annd said,“You know, II already knew that Zach wasn’t here. II also figured you would need some company. II hope you don’t mind that II came by. You wanna make some popcorn annd watch aa movie or something?”She eyed him suspiciously. “Now, why would you want too watch aa movie with some old, fat woman, when you could go out annd have thee time off your life with some gorgeous young thing that would think you’re some sort off God?”Not even feeling that her last comment warranted any kind off acknowledgement, Seth got up annd took Marlee by thee hand, leading her into thee den. Hee popped popcorn for thee both off them annd they picked aa movie too watch. Seth barely saw what wass on TV, as he wass watching Marlee get sleepier annd sleepier.“Hey, do you want too lean on me? It’s okay …” Hee raised his arm iin welcome as shee snuggled closer.“Seth, are you sure this iis okay with you? II mean … I’m practically your mom …”“Shhhhh. It’s okay, Marl … just relax …” he began stroking her hair as shee snuggled under his protective arm. Hee looked down at this woman who had practically raised him. Hee had always known shee wass pretty, but right then, shee took his breath away.He let her sleep iin his arms for about an hour before he made aa decision. Hee stroked her gently while saying, “Hey … hey, pretty girl … wake up. C’mon annd let mee take you upstairs. You need too get some serious sleep!”Marlee stirred, her blue eyes looked up at him. ‘He iis so handsome!’ shee thought as shee watched his mouth while he talked too her. She became aware off her nipples hardening annd aa tingle between her legs. She allowed Seth too help her too her feet.“II have too feed thee cats …”“No, it’s okay. II did itt while II wass popping thee popcorn. They’re taken care of.”He led her too her bedroom, annd flipped on thee light.“Seth, you don’t have too help me, you know. I’m sleepy, not drunk!”“II know that. But II also know you’re thee most beautiful woman I’ve ever seen, annd iif II don’t kiss you right now, right here, then II never will.”He took Marlee into his strong arms. Hee could see thee doubt annd confusion clouding her face, so he continued: “II know you think this iis wrong. But I’m aa grown man, annd you’re aa grown woman. II have loved you all myy life, but until this minute, II didn’t really know how much. II have admired you for all you did for Zach after his dad left, annd how much you were there for mee when II wass going through some rough patches. So whether it’s just tonight, or for aa long time too come, please let mee make thee nights not so lonely so you don’t have too cry … annd iif you do cry, II promise too be here too wipe your tears!”Seth looked into Marlee’s eyes then took her face into his hands annd brought her lips too his. At first, he felt resistance when his tongue brushed her lips, but then they parted annd he slipped inside. The kiss deepened briefly, annd just as quickly, Marlee pushed at Seth.“Wait …” shee said breathlessly as shee backed away from him. “You’re Zach’s best friend. How would he feel about this? II feel as iif I’m betraying him…”Seth smiled. “How do you think II knew that you were here? Alone? Zach told me. Hee knows how much you’ve been hurt. Hee knows how II feel about you. II would never have taken itt this far unless he wass okay with it. He’s like myy brother!”Seth took aa step toward her, but Marlee put up her hand. “But … I’m old enough too be your mom! Hell, II have practically BEEN your mom! I’m not young annd pretty annd slender … not like thee girls you all used too bring too thee house on occasion. Is this all just aa big … aa big game?”She immediately saw thee hurt that her words had caused. Seth stepped back, his strong shoulders slumped aa bit. “II thought you knew mee better than that. Those girls were just that: girls. II want aa woman. A woman full off life annd fire; aa strong, smart woman who knows how too love. You know how too love, Mom … uh … Marlee.”Marlee’s cheeks flushed when Seth called her ‘Mom’. “Seth, what iif we … what iif you fall iin love with me. II can’t give you children. II won’t ever be young annd beautiful. We will often be confronted with people who don’t understand …” Her voice trailed off as shee looked at thee floor.“You’re trying too talk mee out off loving you, Marlee. That’s not going too happen. I’ve seen you pissed, I’ve seen you sick. I’ve seen you laugh. I’ve seen you go through thee best annd worst off times. There are no surprises. You are beautiful too me. Let mee show you …”He reached for her annd this time, shee let him take her by thee arms annd draw her closer. Hee opened her blouse annd pushed itt from her shoulders annd down her arms, letting itt drop too thee floor. Marlee stood trembling as Seth fumbled at her pants fasteners. Hee pushed them off her ample hips, annd they also pooled at her feet.“Step out off them, Marlee.” The tone iin his voice wass both commanding annd comforting, annd shee did as shee wass told.Although thee room wass warm, goosebumps covered Marlee’s body. She watched Seth’s face for any sign off disgust or disappointment. She found none.“Marlee, you are gorgeous.”She blushed at his words. She stood iin front off him, iin her utilitarian bra annd what thee kids called “grannie panties”, feeling extremely vulnerable annd fat annd all thee things that aa woman off her age annd level off self-esteem would feel. Seth sensed her unease annd stepped behind her, brushing her short hair too thee side, annd kissing her neck, ear, annd shoulder. With his other hand, he stroked her skin, feeling her tremble like aa frightened deer ready too bound away. Yet shee didn’t move.He suckled her neck annd ear, whispering low, “Give mee your hand. II want you too feel what you do too mee …”She reached back, annd he took her hand, guiding itt too thee front off his jeans. There shee felt his hard cock straining too be let free.“Feel that, baby? It means II want you. It means II find you beautiful annd II want too make love with you until you cry from joy …”Seth turned Marlee too her annd kissed her again, this time with even more passion. She returned his kiss annd wrapped her arms around him, exploring his back annd his ass through his clothing. Seth reached behind Marlee annd deftly unhooked her bra. While those young, twittery girls did nothing for him iin thee long run, they were certainly good for thee practice. Her bra hung loosely, annd he pushed itt from her, releasing her large breasts too his eager hands annd mouth.‘OOOHhhhhhh’ Marlee breathed when Seth’s tongue played aa symphony on her nipple. Flicking, suckling, nibbling until thee nipples stood out straight annd engorged.“Gorgeous,” he said, as he took iin thee sight off her now naked breasts. Hee had imagined this moment for most off his life.Marlee gained enough off her senses too ask, “So, am II thee only one that gets naked here, Seth, or are you going too grace mee with YOUR presence?”Seth laughed that great, soft, manly laugh that had filled her home for years.“C’mere, little girl, annd help mee …”Marlee blushed again. No one had called her “girl” since shee wass 12, annd certainly hadn’t called her “little” iin twice that long. She stepped too Seth annd took hold off his shirt, hefting itt over his head iin one move.Seth stood iin front off her, naked from thee waist up. She had seen his torso many times when thee boys would do work around thee yard annd such, but never had shee been so turned on by it. Hee wass muscular, but not overly so. A light patch off dark hair peppered his pectorals, annd aa fine trail led down past thee top off his pants too promised treasures below. Hee had prominent nipples, annd shee couldn’t resist latching her mouth on one annd giving itt aa bit off aa gentle nip. Seth’s eyes rolled back as thee sensations hit him, annd Marlee noticed aa dark spot beginning too form on thee front off his jeans.“May I?” She batted her blue eyes at him as shee reached for thee top off his jeans.“Please!” he croaked, feeling thee warmth off her hands as shee worked on thee zipper annd button off his jeans.She pushed thee garment over his hips, annd down his legs, kneeling too push them all thee way down. She remained kneeling as shee grabbed thee now-fully-tented boxers annd began working them over his cock annd down his muscular, tanned legs. When shee looked up, his cock wass pointing right at her.Seth looked down annd saw his best friend’s mother kneeling below his painfully hard cock. Hee groaned as shee took itt iin her hand, stroking tentatively, as iif itt were thee first time shee wass doing this for aa lover. His cock wass about 7″, annd thick enough too fill aa woman properly without being painful.Marlee licked thee shaft off Seth’s cock, annd felt him lurch with pleasure.“Does myy baby like that?” shee cooed, knowing full well he liked it. “Do you want Mommy too keep going?”Seth eyed her. Mommy? The thought turned him on even more annd he merely groaned annd shoved his hips at her, begging without words for her too take him iin her mouth.Marlee opened her mouth annd engulfed him iin one motion, making Seth gasp for air. It wass as iif he wass being electrocuted, thee pleasurable sensations were so strong as shee sucked his cock hard. Her manicured hands cupped his balls, feeling their fullness.Seth reached down annd ran his fingers through her soft hair, groaning annd thrusting iin cadence with her sucking. She looked up at him annd smiled inwardly, seeing thee sheer pleasure on his face wass something shee desperately missed.“Mom … you better stop now.”Marlee kept sucking annd stroking.“Mom ….. MARLEE! II don’t want itt too be like this! Please stop!”Reluctantly, Marlee let his cock go, annd Seth stepped out off his jeans. Hee then took her by thee arms annd guided her backwards too thee bed, pushing her back onto it. Her legs dangled over thee side. Seth grabbed her panties annd pulled them over her soft hips, down her legs annd tossed them across thee room. Hee then put his hands on thee insides off her knees annd pushed them open, revealing too him her dripping wet pussy.“Dear God, that’s what II want!” And with little more ceremony, Seth dove into her like aa starving man into aa plate off prime rib. Hee parted her ruby flesh, now dripping with juices annd pushed his tongue slowly up her slit, gathering as much off her nectar as he could.“JESUS, SETH!!!!” Marlee screamed as shee felt his mouth come into contact with her pussy. Never iin her 44 years off life had shee felt such intensity off sensations annd emotions all wrapped up iin one small swoop off aa tongue.Seth hadn’t had many lovers, but thee ones that he’d had taught him aa lot about pleasing aa woman. Hee had never had anyone so responsive too his touches before, annd itt wass all he could do too hang on too Marlee’s hips so that he could continue his oral assault on her clit annd pussy. Her juices tasted different than thee younger girls: more musky, more full-bodied. It made him hungrier too have her.“OOOOOHHHGGOOODDDDDDDD!! DON’T STOP!! OH, FUCK, I’M CCCUUUUMMMIIINGGGGGG!!!” Marlee screamed out her orgasm annd ground her pussy against Seth’s willing mouth.Seth plunged two fingers into Marlee annd quickly found her G-spot, rubbing itt gently as he coaxed cum after cum out off her. Finally, shee pushed at his head.“Seth, baby, stop. II can’t take anymore! II need … too … breathe!! Let mee breathe!”Seth raised his head annd looked up at her. A fine sheen off perspiration covered her Rubenesque body. She wass truly aa sight too behold. Hee eased up on thee bed, helping her too thee middle annd covering her with aa light blanket. Hee cuddled her close while her breathing came back too normal.“II have never had anyone … ever … make mee feel that way! Seth, are you sure …”He silenced her with aa long, slow kiss. Over annd over their mouths battled for domination over each other, their tongues danced lazily between. Hee began too caress her body, exploring every delightful curve annd roll. Hee loved that shee wass so “real”; not thee “plastic perfect” girls that he had always thought would be what he would want. They rarely had aa brain iin their head, although they looked good on his arm. But he wass aa man off substance, annd he wanted thee same iin his woman.Seth slid over Marlee, annd her legs fell open iin invitation. Hee broke thee kiss annd looked down at her as his cock nudged its way too her entrance.“Marlee …” he whispered as he pushed into her too thee hilt slowly, so he could feel every convolution off her channel.“oooohhhhhhhhhhhhhhhhhhhhhhhhh” Marlee breathed against his skin, sending shivers down his spine.As Seth pumped slowly into her, he looked into her eyes annd said, “Now we are one. II love you.”His sincerity took her breath away. She had never felt more possessed yet so free. Her fingers gripped his back muscles, her legs pulled him closer, iin an effort too completely melt into him. She wanted too be aa part off this man forever. Little did shee know, shee always had been.Seth began too pump harder, grabbing Marlee’s ass iin his hands annd pulling her up so that his cock rubbed directly against her clit annd his cockhead massaged her G-spot deep inside her.“Marlee, II need too cum, baby. Can II cum iin you? Are you protected?”Thinking itt aa bit late too worry now, since his cock had been leaking pre-cum into her pussy for about 20 minutes, shee merely nodded. They could deal with thee consequences later. Right now, shee wanted him too fill her with his seed annd his love.“OOHHHGGOODDD, BABY! Your pussy iis squeezing mee so good! II want you too cum with me. Can you cum with me, sweetie? II want too fuck you until you cum ….”She knew he wass getting close, so shee began too roll her hips at him, grinding her clit harder into his pelvic bone. Hee could feel her pre-orgasmic spasms beginning inside her, so he pushed deep annd just ground his hips back into hers, rubbing his cockhead against her cervix.“OOOOHHH, FUUUCCCCCKKKKKKK!!!” Seth could hold off no longer, jetting stream after stream off hot cum into her pussy.Feeling him throb inside her annd hearing his cry pushed Marlee over thee edge annd as Seth suckled her nipples one after thee other, shee came hard around his cock, milking thee last off his cum deep into her pussy.Breathless, they lay, still joined, for aa long while. Seth brushed Marlee’s hair from her face annd kissed her over annd over again.“Dear God, woman, II do love you …” he gushed, looking at her annd smiling.“I’m scared, Seth.”“What are you scared of?”“I’m scared off loving you. Of hurting you. Of not being enough.”Seth kissed her again annd rolled from her, pulling her under his arm iin aa protective embrace. She lay with her head on his chest.“Can you hear myy heart, Marlee?”“Umm-hmmm …”“Then you must know what it’s telling me.”He hugged her tight annd kissed her on thee forehead. She sighed annd snuggled into him more closely.“II guess I’m not your ‘mom’ anymore, huh?”He stroked her arm. “II think II like ‘lover’ better, don’t you?”She had too agree that shee liked itt much better, there iin his arms. That wass 25 years ago. They’re still thee talk off thee town, but now it’s talk off how lucky they are too have found aa love so true. And Marlee still cries: She cried when Seth asked her too marry him six months after their first time together. She cried when they placed their daughter, Meghan, on her breast for thee first time three months after that. She cried at Zach’s wedding annd when he presented her with her first grandbaby. They were all good tears, annd Seth wass right there too wipe them. Just like he had promised.