"Sven dear," Pam called out, "you haven't forgotten that you're going over to see Francis later on?"

"No. What was it you said she wanted?" I responded.

"I'm not sure. She did say to wear some old clothes and take your tools with you. It's probably that job you said you would look at in the kitchen," Pam replied.

I grumbled inwardly, although I liked being in Fran's company. Who wouldn't? She had been widowed nearly thirteen years before and had never remarried. Her children were grown up and, though they still lived at home, both led their own lives. Her daughter, Anita, taller than her mother, was stunning and had a brilliant brain. She was finishing a University course in Astrophysics or something. Frank, her son, was not so academically gifted, but was making his way as a golf professional, a good one as well.

Fran was a bubbly natural blonde, with a sound head on her shoulders. When Tim, her late husband, had contracted cancer, she had been a pillar of strength. I had never seen her resolve waver, even though Pam had once told me that she had had her black moments. Pam and Francis had met through our children; hers were the same age as our own two boys. The friendship had lasted ever since.

Even now, nearing fifty, Fran was a very attractive woman. She had taken care of herself, never letting her standards slip. She was always very friendly to me. Hugs and kisses were the order of the day. Like Pam, she was a tactile person; she would put her hand on your arm when she talked to you, or brush your face gently if she kissed you. Lovely, natural, with a body to die for. For a long time after Tim's death they had lived a few doors up the road, but eventually Francis decided that she needed to move, to get away from Tim's shadow. Her brother was a financier and he had made sure that the payments following Tim's death had been wisely invested. Francis did not need to work, but she did. She was an office manager at a large local Law Practice. Having started there as a receptionist, it was a measure of her own capabilities that she had been promoted and now had a staff of seven working for her.

She had moved into a new house about twelve miles away, and as I neared the house I reflected that I no longer had an excuse to drop by as before. I wondered why she had asked me to come by now. Frank normally looked after things round the house; perhaps he was away. I backed the car into the drive and got out. As I turned, Fran was already coming out to greet me.

"Hi, Sven. Nice to see you. Good of you to come on your day off. I don't know if Pam told you, but this is one thing that Frank could not manage." Fran bubbled as usual as she busied round me. Then as we got into the sanctuary of the hallway and shut the front door, she put her arms round me and gave me a great kiss as a welcome. None of the halfhearted 'air kisses' that seem to have become so popular; this was a full-blooded smacker, mouth to mouth, and, to my surprise, just the merest hint of tongue. Jeez, she had never done that before! In addition, following the pressure of the hug, I was almost certain that she wasn't wearing a bra. Inwardly I shook my head and told myself not to be so silly.

I followed her into the kitchen, trying to ignore the wonderful bottom in front of me. If she had the usual effect on me, I would be half-hard for the next hour or so. It could become quite uncomfortable. Once I had even had to use her bathroom and take care of myself. The only reason that I had never tried to hit on her in the past was that, well, it would have seemed almost like incest. Damn! Fran was like a sister almost.

Fran turned and said, "Go and sit down in the living room. I'll just pour the coffee and be in in a second." I welcomed the respite to my senses and went in to the empty room.

Fran called from the kitchen, "Make yourself at home, 'Nita's gone to a special weekend school, and Frank's at a competition down in the West Country. That's why I asked Pam to lend you to me."

"Ok," I said, as she came in with the tray. "What was it you wanted me to do?"

She bent forward and put the tray on the table, and my libido moved up a notch to the next state of readiness. Fran was definitely not wearing a bra. As I took in the view of her cleavage through her blouse, her dark nipples were aroused and plainly evident. I started trying to think of something, anything, to take my mind away from a rapidly burgeoning and uncomfortable erection that was getting beyond control. Fran, appearing not to notice, was chattering about Anita's latest boyfriend. I crossed my legs and tried to calm myself as I lifted my coffee and took a sip. This situation was getting beyond my grasp very rapidly.

Fran seemed not at all concerned as she sat down opposite me. Looking straight at me, she leaned forward to get her coffee from the table. As she did so she parted her knees and I was treated to the view, the very plain view, of blonde and pink pussy. I choked on the sip of coffee I had just taken.

As I spluttered and tried to remain calm Fran came across laughing, using the serviette to mop me down. "Oh, yes!" she said, "What have we here?"

I almost came in my pants as she squeezed my penis through my jeans. "Christ, Fran, what are you doing?" I said. "I'm trying to be a gentleman, and you're making it very hard."

As soon as I had realised what I had said I could feel myself blushing deep scarlet. I knew the situation had got out of control, totally. Fran giggled, squeezed me again, and said, "Right, first time. Did Pam not tell you what I wanted to borrow?"

"No," I said, trying desperately to ignore the hand still stroking me. "Pam, Pam..." I gave up.

"I know," said Fran. "Pam always told you not to hit on me. Pam wouldn't let you. Pam is not this way inclined. Pam is very staid...

"Sven, Pam is none of these things. Last time we went out and had a meal together, we decided that we needed to get out of a rut, both of us. This is part of it. Last time Pam was over here she had a full-body massage. I lent her my masseur and went out for the afternoon. Did she tell you that?"

"Nn-no!" I managed to stutter.

"OK - she'll tell you about that later. That is also part of it."

As Fran had been talking, she had taken my coffee mug from me, put it on the table, pushed me gently back in the settee, and undone my belt and jeans. I felt like a rabbit caught in the headlights of an approaching car, or under the gaze of a ferret. I felt powerless to stop what was happening. Fran eased my penis out of shorts and into her mouth. She pulled back the foreskin gently then licked and kissed the head. My groan of pleasure seemed to bring her back to earth.

"Come on," she said, gently pulling on me; then, as I stood up, she led me upstairs, still holding my penis. I followed, trying to recover some, any, vestiges of dignity while still clutching at my jeans and trying to follow her.

She pulled me into her boudoir and, letting go of my aching erection, she kissed me full on the mouth, burying her tongue in me as deeply as she could. We came up for air and she looked straight into my eyes and said, "I have wanted to take you to bed for a long time now. Now I've sorted Pam out, it's cleared the way."

"Sorted Pam ou--?" I started to say, but she hushed me by kissing me again and starting to undo my shirt.

As we broke for breath again, Fran said, "Yeah, Pam knows what we're doing; she'll tell you the other half of this tale later. Now are you going to join in, or am I going to have to do this all on my own?"

As she was now peeling my shirt off, I thought 'Oh, to hell with it' and stopped trying to pretend I wasn't enjoying myself. Fran ran her fingernails across my nipples and was almost purring at me now. I undid her blouse and slid it off her shoulders. She shrugged it off, and, catching it, put it on her dressing table stool. I closed in behind her and, putting my arms around her, cupped her breasts gently, rubbing her erect nipples. She covered my hands and pulled them tighter to her, pushing back against me. I took a step back to steady myself and, getting my feet tangled in my trousers, overbalanced backwards onto her bed. As I fell, I held her to me. She twisted and kissed me again as I undid her skirt snap and slid it down over that wonderful ass. She wriggled out of it, then stood up to put that down neatly as well.

"These are in the way," Fran said and, grabbing my shoes, took them off and followed them with my jeans and shorts.

As I sprung free she gave a little sigh of pleasure and once again held me, this time in both hands. Her hands, cool against my heat, felt exquisite. I felt my erection tighten and get even bigger as she gently licked the dewdrop from the end. Fran may have been widowed for well over a decade, but she had forgotten nothing in how to arouse a man. She kissed her way down to my left knee and then back up the inside of my thigh to my balls. She slipped her mouth round my whole sac and gently sucked me in. I felt as if I had died and gone to heaven. Then she licked her way down my thigh to the other knee. Breaking off what she was doing she kissed the base of the underside of my penis, then gently licked all the way to the tip, somehow sliding my foreskin up and down as she did so. The intensity of feeling almost hurt as she slipped her mouth over and sucked my glans like a lollipop. I heard a moan as she slurped gently and, realising it was me, I put my hands gently on her head and eased her away.

"Now,' I said, " I want to be inside you now."

She slurped me one last time and left her saliva on me so as to be able to ease onto me. Straddling me and holding my arms down with both hands, she looked down and entrapped me with her lower lips; then, with her eyes closed in the ecstasy of the moment, she slid slowly down and onto me.

"Oh, God, I'm coming already!" she said, starting to twitch violently in orgasm.

I bucked my hips once, twice, and the dam broke as I arched my back, forcing myself up into her in a long spasm of pleasure. I held her to me, pulling hard on that beautiful ass as I poured a torrent of semen deep inside her. We fell back onto the bed, her bed, and she clung to me as we came down from somewhere high beyond the blue moon that must surely be in the sky.

We lay together, breathing like marathon runners at the end of the race, and slowly came back to earth. I slipped out of her as I shrank back to a more normal size, and she whimpered gently in loss as I did so. She slipped free of my arms and went down and, taking me in her lips, cleaned our juices off. I turned sideways and pulled her blonde mons towards me and returned the favour. Sweet and sour, our combined taste was an aphrodisiac to us both. The whimper turned into moans of pleasure as I licked.

I half-opened my eyes and realised that there was a naked pair of legs standing at the bed edge. I jumped in shock at Pam's voice saying, "Hello, am I forgiven yet?"