First of all this is a true story that took place in the late 80″s. I went to Memphis Tenn. in late 87 with a trucker friend of mine for a new year”s eve party. my buddy had a cb radio in his little pick-up truck and as he talked to other truckers , he kept saying ” yes I’m headed back to Memphis to see my big-tittie girl friend. Well he was around 13 or 14 years older than me and so I figured his girlfriend would probably be much older also and I really did not expect her to be any kind of knockout looking lady at all. I mean when you just turned 27 years old well folks in their 40″s are like old people to you. We finally arrived in Memphis late that night and basically just were introduced by my friend. She was not what I would say a beautiful lady, a little on the heavy side but not what I would call fat by any means. I did see why he had referred to her as his big-tittied girlfriend, I figured she was at least a 40 D cup, later I found out she was actually 44 double d, really! Well I was invited to stay and live in Memphis staying at her house until I found my own place. I was happy to accept as I didn’t like it much where I was at. Anyway she and I became very close friends, I respected her very much as she was a very friendly and honest lady who I could tell had not had very many lovers in her life. Later she told me she had only slept with 3 men in her entire life and she was 42 at this time. Well my friend being a trucker and all was not around thru the week very much, so we had plenty of time to get to know one another. She cared about him very much but he was still married to his wife in Virginia, and I knew he liked things the way they were. You know, free milk from the cow I guess, he also would tell me all about his sexual encounters on the road. I never ever said anything at all to her about this even when she would ask me. I would always tell her that he and I were friends and I would never tell his business or affairs just like I would never tell him anything about her that she had told me in confidence. I used to feel kind of sorry for her as he was never going to leave his wife for her. So for around 5 months or so we were just good friends. Well one Saturday evening she had on a very tight Georgia bulldogs jersey, and it really made her large tits stand out. I love big tits and always have, I began to wonder what it would be like to have her hooters in my mouth. Well it got to where I was spending a lot of time thinking about the chances of me ever getting that lucky, but I knew that would never happen because she was a very strict lady type and a stay at home mother to her 8 year old little boy. So I had to settle for a picture of her in a two piece bathing suit that I would tape across the mirror in my bedroom and I would lock my door and masturbate looking at those beautiful tits. Well later I moved my girlfriend to Memphis to live together, but it never worked out. One evening after I had got my own apartment, my girlfriend and I went over to their house to watch Monday night football. I don’t remember what it was about but me and Cathy, the girlfriend, were kind of arguing in the kitchen and my buddy was pretty much taking her side, as a gentleman I guess but really I think he really wanted to fuck her, ha ha . So I got up to go to the restroom when I passed miss big tits in the hall. By the way I am intentionally leaving out his and her names for respect reasons, besides miss big tits just sounds better anyway.So she sasys to me ” look at you, you got everythSoing going for you and your still so young, how would you like to be in my shoes in a dead end relationship, too old to find anyone else and stuck right where I am”so I said that’ s not true, a lot of guys would love to be with you! She says ” like who?” I said ” well for one me! She goes ” what? I’m old enough to be your mother” Your just saying that to make me feel better. I told her no I’m not “if the circumstances were right I would love to be with you. She was blushing by now and asked me “what could you possibly see in me? Well I could not blurt out that I was dying to give her a mouth massage, so I just said “well I love the way your built” and beauty is in the eye of the beholder. So basically we just kind of laughed and went back into the kitchen. Well fast-forwarding around 6 weeks or so, my girlfriend was gone by now, I was over at her house to bring her a little bit of good smoke if you know what I mean. It was hard to believe a woman like her would ever ever get high but every now and then she liked to unwind. So the conversation turned to her being so unhappy in her relationship and not knowing what to do about it. I told her there was this country song that said there’s only one way to help you get over a woman , whooo another woman. I said what you need is to see that there are others out there who want you and others who can please you, that way you would not feel so trapped in a nowhere relationship. So again she asks me like who would that be? I said me and you NEED to get together because I’m dying to and I know we would both be very satisfied afterwards. She said to me “your crazy I can’t just go to bed like that” where would that go anyway? So to make a long story short, I pretty much began to plead and almost down right beg her to give it a chance. I can’t just jump into bed with someone like that. So I would tell her it would be different with us because we were so close and it would always be our secret. Anyway this went on for a few months and finally one evening after getting high she says to me “ask me that in about 2 months” I didn’t know why she wanted to wait 2 more months but I wasn’t complaining because she finally had said something besides no! So I assured her I would. So a couple months finally rolls around and I’m back over and we were smoking and getting high and I basically said ok I’ve been patient and nows the right time. She says to me ” look that’s never going to happen and you just need to get that out of your mind” Man I was so disappointed , and then I got the surprise of a young man’s lifetime. She turns to look my way from the couch, I was sitting on the loveseat, and she say’s “besides its been so long since I’ve been with anyone else what do I do even if I wanted to”? I knew it was now or never so I just said “close your eyes” “what? close your eyes. So she did and I quietly got up and bent over and kissed her on her lips, I then leaned back and said “now that wasn’t that hard was it”? She said “no what do I do now”? I said “now is where you take me by the hand and lead me back to your bedroom” She nervously smiled and told me “you just got it all figured out don’t you? I can’t believe I’m doing this and neither could I really. So we go back to her bedroom and she said “let’s smoke the rest of this” so we did and trying to fast forward here a bit, I after us getting undressed, just wanted to start munching on those fat tits, but I took my time. I couldn’t believe how large and perfect they were! I bet I sucked her melons for at least 20 mins. She tried to resist but I managed to force my face between her legs and gave her the best pussy sucking she ever had. running out of room here, basically we fucked like rabbits and I just loved pounding her while watching those big tits bounce away. we fucked about 15 times over the course of the next year. what was the best though was when she would occasionally get on top of me and fuck me while I would be trying to cram as much of her tits into my mouth! We would 69 a lot but mainly all she had to do was lay on her back whileI moved back and forth between those tits and eating that sweet pussy. She wasn’t much of a talker in bed but she did say one time while getting pounded that “you fuck me so good with that big dick” I even loved going down on her so mush that I would roll her over and have her ride my face! One time this almost too much to handle as she was a squirter and I got my mouth filled before I knew what was coming! we had sex in her in ground swimming pool. But basically I would get off working 2nd shift, head home take a shower and head over to her house as she would leave the door unlocked. I would quietly walk down the long hall leading to her bedroom, being careful not to wake her son, quietly open her door and she would be under the sheets in her master bed stark naked and I couldn’t wait to pull those sheets down and try my best to get more of her jugs into my mouth than last time! Then slide down and throw her tanned legs over my shoulders and suck her off royally. I knew she had never had sex like this and I always fucked her real good until she got off 6 or 7 times. I can’t believe we never woke her son up because she would put both of her hands over her head clutching her head board and moaning pretty loud but I guess he was a very sound sleeper. Her tits were so big that I could be pounding away and still be able to suck her tits. One more thing, you would think a lady at 42 years old if she had large breasts, then there would be some sagging but she had the tits of a 25 year old. I never could understand why my buddy didn’t realize what he had but I guess it depends a lot on the man and woman. She loved getting fucked by a younger man who loved her body and could fuck for at least an hour or more and I loved having pure sex with a practically virgin 42 year old. Best sex ever for me and I have had well more than 3 partners!