SATISFYING MY MOTHER

was sitting at the desk in the living room, trying to force myself to pay attention to the computer in front of me, rather than think about what might be happening later on. It was a losing battle, as there was no way an extra credit online history lecture, was any competition for the chance at a show better than any porn movie. It was ten to seven and Karen was coming over to visit for awhile.

Karen had been mom's best friend for years and recently I had discovered one with benefits. Karen had been coming over for years, at one point at least once a week to play cards back when Dad was still alive. After Dad passed away last year, Karen started coming over much more often. In the beginning to console Mom and make sure she was okay. A couple of months ago I noticed some of her visits carried over into the next day. Mom used to say she stayed in the guest room, but one night I knocked to go in there when I realized I needed a jacket from the closet and Karen was nowhere to be found.

I made it a point to leave the door partway open and after midnight when I got up to go to the bathroom saw it remained that way. At first I felt bad, thinking Mom was doing something like that. But as more time went by I realized she hadn't had so much as a date since Dad passed. When I mentioned it, she would just shrug and say she wasn't ready yet. When I began to ask about it more and more, she reminded me dad was a lot older than her when he met her and that he was the only man she'd ever been with.

I looked away embarrassed, that was something I didn't need to know. I also didn't need to be reminded that at thirty five, Mom was only sixteen years older than me. The reason there was no need was for as long as I could remember, I'd always thought she was beautiful. Well at eight I thought she was beautiful, from about thirteen on, the word hot was what always entered my mind. In fact there had been a few times as a teen that not only had I had some nasty dreams about her, but inappropriate thoughts when I was awake as well. I felt terrible, but couldn't help it. Watching her walk around in shorts and skimpy tank tops, as well as seeing her in a bikini would send me to my room where, ashamed or not I would jerk off to the thought of her.

I never told anyone and hoped it was a phase, which it seemed to be as those thoughts faded once I began dating and eventually getting laid. When Dad had a heart attack and passed away a couple of years ago at the far too young age of 45, I only saw her as my mother who'd just lost her husband and was doing the best she could to hold herself together and take care of me. But a few weeks ago those taboo thoughts had kicked in again. It went back to the night when I did indeed discover Karen was doing a lot more than comforting mom. The water was off in the downstairs bathroom while we were having the shower replaced and I'd had to use the one off of Mom's bedroom. When I heard moaning coming from Mom's side, I peeked through the door that had been open a couple of inches.

Leaning back in the chair, I closed my eyes and tried to will away the image of Karen on her knees at the foot of the bed, while Mom lied on her back, her long legs draped over her shoulders. Mom's hands had been in Karen's hair and she was moaning loudly. Karen had been naked except for a thong and her ass looked amazing as she knelt there licking my mother's pussy.

Karen had then stood up and climbed up onto the bed. When she did I was confronted with the sight of my mother's bald and very wet pussy staring at me from between her spread legs. I'd kept telling myself to look away, but I couldn't. Especially when she'd sat up, exposing her large tits with their pink and very hard nipples. I had a sudden visual of licking those nipples and told myself that this was my mother! That thought had finally led me to turn away. She might be the hottest woman I'd ever seen, but she was my mom.

That guilt however, wasn't enough to not only keep those thoughts from my mind, but in the last couple of months I spied on Karen and Mom a few times and kept telling myself I was really watching Karen, who was gorgeous. But deep down, I knew it was my mother that was the main attraction. The room was usually dark, with only a couple of candles lit, but I'd gotten some pretty good views, including watching Mom's face buried in Karen's pussy in a sixty nine. I was also getting better views because the doorknob had broken off Mom's side of the bathroom and she didn't bother fixing it.

Of course the reason she didn't bother is the room on the other side was just an extra bedroom and used for storage, she had no reason to think her pervert of a son was sneaking up there and watching her with her girlfriend. Her girlfriend is what Mom finally told me Karen was, when a month ago, Mom sat me down and told me that for reasons she wanted to keep to herself she was no longer interested in men and her and Karen were a couple. She asked how I felt and I gave her my blessing. Mom seemed happy and she deserved to be. My only issue with it was the endless fantasies I couldn't keep out of my head.

Had the fantasies involved just her and Karen and how hot they looked together I wouldn't have been too concerned. After all I was a healthy nineteen year old boy who'd witnessed two hot cougars enjoying each other. Unfortunately most of the images that went through my mind, as well as my dreams, were that of Mom. I envisioned her long black hair trailing down my chest, while her tongue made its way towards my cock. My cock would then make it into her mouth while she looked at me with her big brown eyes. I pictured her round firm ass in the air, but rather than Karen licking it, it would be me pounding her as hard as I could, driving my....

"Kenny?" I jerked so hard at the sound of Mom's voice behind me; I almost fell backwards out of the chair.

"Easy honey!" Mom exclaimed, putting her hands on my shoulders.

"Sorry mom," I said as I turned in the chair to face her, "I must have started to doze..."

I trailed off unable to complete the sentence. Standing little more than a foot in front of me, Mom was wearing only a short red robe. A very short, very loosely tied robe. Because I was sitting, my eyes were level with Mom's chest and I quickly lowered my gaze when I saw how much of her tits were showing. There was much more than cleavage, I could see the entire curve of the side of her tit. Just before my panic stricken eyes dropped down, I swore I could see the light pink skin surrounding her nipple.

Lowering my eyes provided some relief, but not a lot. The robe barely went down to the middle of her thigh allowing me a complete view of her long tanned legs. I dropped my eyes down to the floor to see she was barefoot. Mom's toe nails were deep red and she had a silver toe ring on each foot as well as an ankle bracelet, Christ, even her feet looked good!

"Kenny, you okay?"

"Yeah, I'm uh, fine." I replied nervously, still staring at the floor. Mom normally wore shorts around the house during the summer and I'd seen her in her bathing suit plenty of times, but this robe was different. Maybe because I could see there was no bra and already wondering about panties.

"Why aren't you looking at me?"

"I..." I paused, then said softly, "Your... your robe's undone."

"My... Oh!" Mom gasped and sensing movement, I looked up to see she had pulled it closed and was tying it tighter. "I'm sorry honey."

"That's okay." I said, looking back up at her.

"No, it's not, it's embarrassing," Mom shook her head, "I'm sure you don't want to be seeing your mother's boobs."

Don't be too sure of that, I thought, and then added, stop that! Trying to shake those thoughts, I asked, "I thought Karen was coming over soon."

"She is, any minute now." Mom replied. "Why?"

"I thought you would be dressed to go out."

"Nah, Karen has to work later so she's," Mom gave me a sexy smile that made my cock twitch. "Just coming over for a little fun." I could feel my face flushing and she laughed. "You're blushing, aren't you cute!"

"That's a little too much information Mom."

Even as I spoke the thought occurred to me it was still light out. If they went upstairs right away and I slipped up there I would get to see a lot more than... my mind froze as Mom sat on the edge of the desk almost directly in front of me. I tried to pull my eyes away from the sight of her long legs dangling in front of me, but couldn't. A moment later my cock jumped again in my pants, when Mom lifted her right leg, crossing it over her knee. She had moved slowly and I found myself staring straight up her thigh. Just before her leg rested on her knee, I swear I saw the pink flesh between her legs. I swallowed hard and becoming aware of my cock beginning to swell, dropped my hand in my lap.

"I thought you were okay with me and Karen."

I paused before I answered as I watched her begin to swing her leg back and forth. She was so close to me her foot hit my bare leg beneath my shorts. I figured she would stop, but instead raised her leg slightly so next time her foot slid across my thigh.

"Umm," I took a deep breath to keep my voice steady. "I am, but you know, thinking about my mom having sex is, kind of gross." I lied.

"I'm gross?" Mom asked, reaching up and running her hand through her long black hair, which I noticed she had curled and teased out, giving her kind of a wild look. "You used to say I was pretty!"

"You're beautiful Mom." I told her, "Absolutely beautiful."

Mom gave me a huge smile and leaning forward she took my face in her hands.

"Thank you honey! I always loved hearing you say that." Leaning over further, so that her big brown eyes were looking into mine, she whispered, "Still do."

I started to reply, but stopped when she kissed me softly on the cheek. I felt my heart start to pound as instead of pulling her face back, Mom kissed me again just as softly. I started to turn my head, but stopped as she planted a third kiss and this one just to the side of my lips. This close to her I caught the faint smell of wine and wondered if she had a buzz. Mom's lips were still pressed to my cheek and unsure what to do, I lowered my head.

That was a mistake. As she leaned over Mom's robe had opened again and I was looking straight down at her tits. I could see everything including her nipples which were hard. Speaking of hard I could feel my cock throbbing in my pants and against my hand. Keeping that hand in my lap, I awkwardly hugged her with one arm and asked, "You okay Mom?"

"Yeah," she said softly in my ear. "Just sometimes I look at you and you look so much like your father."

Mom leaned back, mercifully removing her tits from my line of sight and smiled at me. "You're a good looking young man Kenny. No doubt about it."

"Thanks," I laughed nervously, "But you have to say that, you're my mom."

"I don't have to say anything honey," Mom said, "And I'm telling you with your dads blond hair and blue eyes and that smile, there's not a girl out there that could hold out for long."

I felt myself blush again, then gasped when Mom raised her legs and placing both of her bare feet on my thighs, leaned forward, again giving me a full view or her large round tits.

"Tell you what," she said softly, I know I wouldn't be able to resist you."

She was looking straight into my eyes and I became aware of her curling her toes into my legs and my aching cock straining for release in my shorts. What the hell was going on here? Mom had always been affectionate with me, always a little on the touchy side and more so than usual lately, but nothing like this. She also seemed to have been drinking more lately, maybe she was a loveable drunk. Anymore loveable though, and I'd have to get the hell out of there, before I went off in my pants. We both jumped at the sound of the doorbell and leaning over, Mom gave me another soft kiss, that had I not turned my head would have caught my lips.

"We'll talk later," she said quietly.

I sat there speechless as she stood up in front of me and had I not leaned back, her tits would have hit me in the face. I watched as she walked over to the front door, my eyes glued to the backs of her tanned thighs. Mom was swinging her hips more than usual and I began to wonder if I should go into the kitchen and dump out whatever wine was left. Maybe I'd even call Jeff and ask if I could crash at his place. It was tough enough to deal with my recent thoughts about Mom, but if she was going to act like this, it would be more than I could handle.

My attention was drawn to the door as Mom opened it and Karen entered. As soon as she walked in, I slid my chair forward so my lap would be under the desk, my raging hard on out of sight. Karen was a cocktail waitress at a bar downtown and was already dressed for work. Karen's uniform, consisted of a pair of black stockings with matching stiletto heels and a red skirt that was as short as Mom's robe. The top was a low cut and very tight red v-neck blouse and her long blond hair was down.

"Hey Nicole," She said, leaning forward to give Mom a kiss on the cheek, "I thought you were going to come to the club with..."

She was cut off, by Mom grabbing her face as she had done mine. Unlike me however, Mom didn't go for her cheek, but straight for her lips. Karen, who I noticed always made a point to be proper around me, started to pull back.

"Umm, Kenny is....hmmmm."

Ignoring her, Mom locked her full soft lips onto hers and kissed her hard. Speaking of hard, I was about ready to whip my cock out and beat it under the desk. I was sitting there watching my mother, whom was damn hot make out with a woman who was as equally attractive. I watched, transfixed as I saw Karen open her mouth and push her tongue out. Mom moaned softly causing another twitch in my pants, and made a show of playing her tongue across Karen's before shoving it in her mouth.

Mom's arms slid around her waist pulling Karen into her. No longer holding back, Karen wrapped her arms around Mom's neck, her hands running through Mom's long black hair. My mouth fell open as Mom's hands slid down and reaching under Karen's short skirt, not only gave her ass a squeeze, but lifted her skirt up just enough for me to see the cheeks of her ass. At that Karen did drop her hand down and grab Mom's wrist and push her skirt back down. Mom lifted her leg and began to rub her bare leg against Karen's stocking clad one.

As she raised her leg higher, her robe fell back and I saw her smooth leg all the way to the hip. I told myself to get up and leave before I exploded in my pants. With an effort, Karen pushed herself back and panting said, "Damn, baby, you must have missed me."

"It's been a few nights." Mom said softly, "And fuck the club, you and me are going upstairs and..."

"Hey easy." Karen, put her hands up and indicated me with a nod of her head.

"Oh please, Kenny's not a little kid are you honey?"

"Um," I was blushing furiously and saw Karen trying to hide a smile. "I..." I forced a laugh, "Jeez Mom get a room will you?"

Karen burst out laughing and pointing towards the staircase, said, "Lead the way baby."

Mom giggled and giving me another of those inappropriate seeming smiles headed for the stairs. Karen started to follow, but stopping for a second leaned over and whispered, "Sorry about that Kenny, I shouldn't have gotten carried away."

"Uh, no worries." I said quietly, trying not to gawk at her.

"Has she had a lot to drink tonight, because she's not usually like that?"

"I think maybe, yeah." I answered.

"She's seemed a little odd lately, you let me know if you think she needs some help okay?"

I nodded, and then watched her catch up with mom who was waiting at the foot of the stairs.

"Hey, you're not flirting with Kenny are you?" Mom called out.

"Of course not!" Karen laughed, "Just saying hello."

"Well I wouldn't blame you if you were," she giggled, "He is damn good looking."

"And he's your son," Karen replied, reaching her and taking her by the hand, began to lead her up the stairs. "So be nice."

"I will if he lets me!" Mom laughed again.

As I wondered again what the hell was wrong with her tonight I watched the two of them walk up the stairs. Despite how uncomfortable she had made me, I couldn't help but watch their legs as they reached the top. Karen disappeared around the corner, and just before Mom did, she reached back and flipped the back of her robe up, flashing her ass. As my mouth fell open, Mom looked over her shoulder and winked.

*****

I forced myself to stay at my desk for a few minutes. When I'd first heard Mom's bedroom door close, I told myself I would stay downstairs. I was already worked up and having inappropriate thoughts about my mother. I didn't need more motivation. My mind however, couldn't stop replaying Mom's actions, if she were anyone else I'd swear she was hitting on me. That was crazy. She had been drinking more lately and really missing my father. Maybe there was some misplaced affection there.

Within minutes of those thoughts, I'd sighed and wondered who was I kidding? There was no way, knowing what was going on up there that I wasn't going up to sneak a peek. I would watch, then as I had several times, go down to my room, jerk off a couple of times and go to sleep. I'd then promise myself I wouldn't do it again. Unable to stand it anymore, I got up and slipping my shoes off so I could be as quiet as possible, padded softly up the stairs. Reaching the stair case, I walked slowly past Mom's room. I'd just crossed the doorway, when I heard a loud moan from behind the door and had to force myself not to run the last few steps to the extra bedroom.

The door was open partway and after I slipped through, I quickly made my way into the bathroom. Feeling like a pervert, but not enough to stop myself, I crossed the bathroom and knelt down at the door that led to Mom's room. The doorknob, as it had been for awhile now, was missing and putting my eye to the hole I peered into her room. Mom's bed was length wise against the opposite wall giving me a full view of it, and what a view it was!

Karen was lying on her back, and Mom was kneeling over her, they were both naked and my eyes danced back and forth, taking in their tits. Karen's were smaller than mom's with rose colored nipples that were currently being teased by my mother's tongue. I watched, my cock already swollen, as Mom made a show of teasing the tip of her tongue around Karen's tit, tracing her nipple, before sucking it into her mouth. Karen moaned softly and reaching between them, started to play with Mom's tits, rolling her nipples between her fingers.

Mom switched to Karen's other tit and again took her time with her tongue. My gaze shifted down to look at Mom's ass pointed in the air, I only had a side view, but licked my lips at the smooth round curve of her cheeks. That well shaped ass began to move backwards and I looked back to see Mom was now sliding her tongue along Karen's stomach, working her way down towards her pussy. Karen sighed softly and opened her legs further. Mom worked her way between her legs and my heart started to race as I watched her start to lick the inside of Karen's thigh.

"Nikki honey, don't tease." She moaned.

Nikki! Damn that was hot! Not as hot as what happened next though. Mom sat back on her knees and whispered something I couldn't catch. Karen looked up at her and with a shrug, turned herself sideways on the bed so Mom was now kneeling on her left. I started to wonder why she asked her to move, but all thoughts were cut off, when Karen spread her legs, exposing her pussy to me. Up until now I'd only gotten brief glimpses of her in the dark, but with the room still bright and her facing me, I could see everything, including the small patch of blond hair over her pussy.

I got an even better view when Mom leaned over and sliding her hands between Karen's legs spread it wide open. Even from where I was sitting I could see she was wet and began to breathe through my mouth when Mom started running her red tipped fingers through Karen's pussy. Karen moaned softly and lifting her leg drew it back the rested it across Mom's back. Mom had rested her head just over Karen's pussy and I started rubbing my cock through my pants when her tongue slid out of her mouth and across her girlfriend's clit.

Mom turned her head and began flicking her tongue across Karen's pussy while two of her fingers disappeared inside her. I started rubbing my cock harder as Karen moaned and started thrusting her hips into Mom's fingers and tongue. Mom licked her pussy a little longer, then sat up. Karen groaned in disappointment and I wanted to as well. That feeling gave way to a thrill of excitement, as rolling over on top of Karen and sliding down between her legs; Mom started licking her pussy again.

The bad news was I couldn't see Mom work Karen's clit. The good news however, was I was now confronted with the incredible sight of Mom's perfect ass pointing directly at me. In order to stay on the bed, her knees were drawn up under her, and her ass was raised up.

"Oh goddamn," I whispered when I realized I could see her bald pussy winking out at me from between her thighs.

Karen was moaning louder and she now had both legs around Mom's waist. As good as that sounded, my mind as being taken over by the thought of stepping up behind my mother and driving my aching cock deep into that glistening pussy. My cock was so hard it hurt and not caring how bad it was, I unsnapped my shorts and unzipping them, reached in and took my cock out. I began slowly stroking it while Mom's ass started wiggling back and forth in front of me. As wrong as it was I yearned to grab her hips and give to her! But first I would slip my tongue into her from behind and....

Karen's legs tightened around my mother and she let out a high pitched squeal that caused my cock to twitch in my hand and I started stroking it faster. I could see Karen bucking wildly on the bed as she released another loud sound of pleasure. Mom was rocking back and forth and I could hear her moaning as well, moaning into Karen's pussy as she made her cum.

"Oh, oh Nikki yes!" Karen called out, "Oh honey, keep sucking that pussy, oh baby right there!"

I forced my hand to slow down, as I watched Karen writing on the bed. As bad as I needed to come, I wanted to do it while Mom came. I wanted to blow a nice big load while hearing my mother scream the way Karen had. It didn't look like I'd have long to wait. As soon as Karen had let her legs drop from Mom's waist, Mom climbed up on top of her and for a moment I got a glimpse of both their pussies, one right under the other.

Mom began kissing Karen and I could see their tits pressing together between them. Mom let out a yelp when Karen wrapped her arms around her and rolled them over so she was on top. My cock was throbbing in my fist when Karen, as mom had done, went to her knees and now it was her ass and pussy I was looking at. It looked damn good, and I could certainly see myself fucking her, but the desire was nowhere near as strong as it had been for Mom. Mom propped herself up on the pillows and I could see her starting to play with her pink nipples as Karen went to work on her. Mom moaned and closing her eyes let her head fall back.

That move was so damn hot; I had to stop my hand completely before I popped off. Mom's red fingernails were stroking those beautiful nipples and I swore I could feel them under my tongue. Damn I was sick, but at the moment who cared? Mom lifted her head, and opening her eyes, said softly, "That feels good baby, but you know what I'm in the mood for tonight?"

I didn't catch Karen's muffled reply, but Mom smiled, "Oh, you know what I need honey, will you give it to me?"

Karen sat up and leaning over reached into the drawer in Mom's night stand. As she did, Mom turned so that she was lying sideways on the bed again and spread her legs wide. Sensing movement, I looked back at Karen and my mouth fell open. She was fastening a belt around her waist and attached to that belt was a large rubber cock. Holy shit, she was going to fuck Mom! The thought had no sooner passed through my mind, when Karen, crawled between Mom's legs. Mom lifted her long legs, and placed her feet on Karen's shoulders. I could feel my cock pulsing against my palm as I watched Karen grab the dildo and guide it to Mom's pussy. She started sliding the head of it through the lips of her pussy and Mom whimpered, "Don't tease honey, just fuck me."

Those words caused my hand to start moving again and a moan slipped out of me when Karen drew her hips back and rammed the long thick dildo into my mother. There was no chance of my moan being heard over the loud cry Mom emitted as Karen buried that dildo deep inside of her. Karen held still, and then grabbing Mom's ankles started fucking her hard and fast.

"Yes!" Mom cried out, "Oh fuck me! Fuck me like I need it!"

My hand started moving faster while I watched Karen fucking her. Even through the lust that was clouding my brain, part of wondered why Mom as with Karen if she still wanted cock? Then again why did it matter? All that mattered was I was watching my mother get the shit fucked out of her by a hot blonde. Mom was lying flat on her back and again holding her tits and playing with her nipples. Karen spread Mom's legs out as wide as she could and started slamming her even harder.

"Hell yeah!" Mom screamed as Karen fucked her so hard I could hear their skin slapping together.

Karen's small, but perfect tits were bouncing and her long blonde hair was clinging to her sweating face. I could see her smiling down at Mom while she fucked her and could feel my cock again closing in on its release. Letting go of Mom's left leg, Karen placed her hand on Mom's pussy and started playing with her clit.

"Oh, right there honey," Mom called out, "Oh let me cum on the cock!"

Karen's hand was moving hard and fast and so were her hips, giving Mom short hard strokes. I pictured it being me between her legs, driving into her and giving her the real thing. Mom started releasing a series of sharp yelps as Karen plunged into her over and over again. Mom then gasped and throwing her head back howled, "Oh, yes! Oh don't stop, please don't....!"

Her words turned into a long scream of pleasure that was the sexiest thing I'd ever heard. Mom started slamming her hips up off the bed and into Karen's thrusting hips. Karen's fingers were still bust on mom's clit and she again let out a long squeal. Mom arched her back off the bed and with a long drawn out moan, paused, then collapsed onto the bed. Karen slid the dildo from her and I sped my hand up more at the sight of how wet it was. I was getting ready to come, when Mom said, "I want my favorite baby, please?"

"How can I say no to a beautiful woman?" Karen asked.

I paused in my stroking and watched Mom roll over onto her hands and knees and then turn to face the bathroom door!

"Oh, my god." I muttered as I watched her fold her arms on the bed and rest her chin on them. She raised her ass in the air and getting behind her, Karen grabbed her hips and drove the rubber cock hard into her. Mom's eyes bulged and she cried out, "Oh fuck yeah!"

My hand started moving faster than before as I found myself staring into Mom's wide brown eyes as Karen fucked her doggy style. Mom was moaning continuously and her mouth was wide open as Karen tore into her harder than she had before. Mom's eyes rolled into the back of her head and she called out, "That's right! Fuck that pussy! Fuck the shit out of me baby!"

I saw Karen lean over and reach around between Mom's legs. Mom gasped and Karen started fucking her faster, but with shorter strokes as she leaned over her back while she played with her. Mom closed her eyes and started whimpering as Karen fucked her and she moaned, "Oh, that is sooo good, just keep fucking that pussy honey, just.... Oh!" Mom opened wide and let out a louder scream than before as she came while Karen kept fucking her. "Yes," she cried out, "Oh, let me come on that cock, oh yes!"

I bit my tongue and barely held in a loud moan as my cock exploded in my hand. I pumped it furiously, cumming all over the floor while I watched my mother coming all over a strap on. Mom moaned again and then let out a low sexy purr and slid her legs out behind her. Karen pulled back and reaching behind her, removed the strap on. She leaned over and started gently kissing Mom's back. Mom smiled and rolling over onto her back put her arms out. Karen lied down with her and I watched, my cock still dripping, as they held each other, whispering and kissing each other softly.

Still kneeling, I reached up and grabbed a hand towel from the sink and began wiping up the mess I'd made on the floor. I tucked my still dripping cock into my shorts, and as I prepared to stand heard my mother say,

"Thank you baby, you know I love it with you, but sometimes I still get a craving for a nice hard cock."

I quickly left the room before my own cock started to rise again. As I silently passed Mom's bedroom door, I knew I would end up stroking it again; it was going to be a long hard night.

*****

I awoke to the sound of a familiar creak and for a moment wondered if dad were coming home from work. I shook my head to clear the sleep from it and looked over at the clock. Sure enough it was twelve thirty. My father had always worked second shift and I always used to hear him coming home, because of the creaky floorboard in front of my door. Even as a teen, I would still wake up and listen until I heard him come home. Since he had passed, I noticed I would still usually wake up around the same time, then after a moment of sadness fall back to sleep.

I lied there listening as this time I really thought I'd heard something. The noise didn't repeat itself and I closed my eyes to try to go back to sleep. It would take awhile, as it had to fall asleep for the night a couple of hours ago. I couldn't shake the image of Karen fucking Mom; I'd never seen anything like that, and the way Mom had gotten into it, why didn't she just find a guy? When I'd gone downstairs I'd quickly showered and going into my room so I wouldn't see Karen leave and get worked up again, I'd heard the shower upstairs running and through the thin floors could hear the two of them giggling.

The laughing turned to moaning and I lied there picturing them soaping each other up and playing with each other. I was hard again and thought about calling Jenny. She and I weren't exactly dating, but we had in the past and had a friends with benefits thing going. Spending some time with her would certainly be better than a night of spanking it. I called her and she said she was busy, but would call me back in an hour. While I waited for her I laid there replaying Mom and Karen's romp through my head, and must have fallen asleep.

When I awoke, it was after ten and glancing at my phone I'd seen Jenny had sent a text saying she was stuck home for the night, but was free tomorrow night. I could tell by looking under my door that there were no lights on in the living room. A quick peek out my partially open bedroom window showed only Mom's car in the driveway. I must have been out of it not to have heard her leave. I figured mom must have gone to bed or was upstairs reading. I stripped down to my underwear, slid back under the covers and after a few more nasty thoughts about what I'd seen fell asleep, which I hoped to do again now.

My eyes snapped back open as this time I did hear the floor creak outside my door. I sat up quickly and then jumped at the sound of a knock. I didn't answer right away and I saw my door open slightly, and heard Mom say softly, "Kenny you awake?"

"Yeah," I answered, "You okay Mom?"

The door opened wider and Mom poked her head in.

"Not really, I need to talk to you Kenny, can I come in."

"Of course," I sat up straighter so my back was against the headboard, "Come on in."

Mom entered the room and as she closed the door behind her, I saw in the dim glow cast by the street light outside my window that she was still wearing that short red robe. As she made her way over to the bed, I made sure that the covers were gathered in my lap, in case I couldn't keep my cock under control. That seemed inevitable as Mom turned on the small lamp on my nightstand before sitting on the edge of the bed and facing me. I immediately looked down to the bed as once again her robe was tied loosely.

"So, umm what's up?" I asked, besides my cock which was already stirring at the sight of her bare thigh and the thought that Karen had been between them earlier.

"I need to talk to you, honey."

"About what?"

"I need something from you." Mom said, "But first I want you to look at me while I'm talking to you."

I nodded and slowly lifted my head up. Oh, fuck me, I thought. At the angle she was sitting I could see into Mom's robe where almost her entire left tit was visible. I turned my head to the side so I was facing her, but not quite looking at her. "What do you need?" I asked, trying not to sound nervous.

Why can't you look at me?"

With a resigned sigh, I looked straight at her and managed to keep my eyes on her face. Although there was nothing inappropriate about it, her face was not much of a refuge. Mom looked damn good, her long hair was down and there were some curls framing her face, her big brown eyes were looking into mine and her full lips were pushed into a playful pout.

"That's better, for a minute I thought you didn't want to look at me."

"Oh, no it's not that," I shook my head, "But uh, your robe's kind of loose again and..."

"So?" she asked, raising her eyebrows.

"Well...." I took a deep breath and tired to stay calm, this was picking up right where it left off. "Like you said, I don't really need to see your boobs and..."

"You don't want to see my tits?"

"Of course not!" I forced myself to laugh, "I mean you're my..."

"You didn't mind looking before." She gave me that sly smile that she'd used earlier.

"No, I mentioned your robe was undone before."

"I'm not talking about downstairs Kenny."

"Then what...."

"I'm talking about you watching me and Karen from the bathroom." her smile widened, "You didn't seem to mind looking then did you?"

My stomach twisted and I looked away from her. Lame as it was I whispered, "I don't know what..."

"Don't even try it." Mom laughed, "Now look at me."

I hesitated and jumped when I felt Mom's hand on my cheek. I let her turn my head to face her and saw she was smiling.

"Don't worry baby, I'm not mad."

"Y...you're not?" I stuttered

"Nope," Mom said, and then leaning forward, whispered in my ear, "I like it."

Before I could respond, I gasped, when I felt Mom lightly kiss my neck just below my ear, before sitting back

"I like that you've been watching me Kenny, and I know you have, I heard you a couple of weeks ago."

"You did?"

"Hmm-mm." she nodded, "Why do you think the door knob happened to fall off? I wanted to give you a better view."

"Mom that's...." I tried to come up with something then finally blurted out, "Wrong!"

"And watching your mother fuck her girlfriend isn't?" she asked.

I blushed furiously and put my head down again.

"Not to mention the way you've been looking at me." Mom continued, "I see you looking Kenny, you look at my legs and my tits and I... I love it!"

This was a dream it had to be, a wet one at that. Any minute now I'd wake up with a hard on and jerk off and... I looked up to see Mom smiling softly at me and managed to choke out, "You do?"

"I do. I always loved you looking at me. When you were younger it was cute, you thought I was your pretty mom, but when you got older," She smiled again, "You were looking at me like a hot older woman weren't you? The way you've been looking at me lately."

"Mom, I'm sorry!" I exclaimed, "I don't know why I've been thinking of you like that and..."

"It's okay baby." She said and patting the bed said, slid down a little.

I hesitated, and then pushed myself down the bed until I was next to her. Mom turned and swinging her legs up on the bed, was now facing me. Unable to help it, my eyes trailed down to her long tanned legs stretched out on my bed. Reaching out, Mom put her hands on my shoulders and said, "I like that you've been looking Kenny, because it tells me that you want me."

"I..." I stopped. Sure I'd been fantasizing, but it had never occurred to me that I would really want to. "I don't think I...."

"Kenny, I want to tell you something important, but first I want to ask you something."

"Okay." I said quickly glad to be getting off the hook for the moment.

"You saw what Karen was doing to me?"

"She was doing a lot of things." I said then felt myself blushing again.

Mom laughed and gave me a huge smile, and as nervous as I was I gave her a small one back.

"You know what I'm talking about, when she was fucking me."

I swallowed hard, just hearing her say it had my cock rising under the covers. I didn't know what the hell was going on, but Mom looked damn good and didn't seem upset and as she began to speak my eyes again found her tits that were almost falling out of the robe.

"I'm really enjoying being with Karen, but every once in a while I need to feel it, Kenny, I need to feel something inside of me."

"Then why not find a guy?" I asked, "There are plenty of guys who would want to."

"I'm going to tell you something that up to now I've only told your father."

She had said that last part quietly and I looked up to see she now looked serious.

"What is it Mom?"

"Back when I was a young girl, my mother remarried and he...." She put her head down. "He hurt me.... In that way."

"Oh my god." I whispered.

Mom nodded and I could see her eyes starting to fill up. Forgetting about what we'd been talking about I slid closer and put my arm around her shoulders.

"I'm sorry Mom." I said softly.

"It's okay, it was a long time ago." She sighed, "But because of it I was afraid of men. I was a pretty girl and a lot of guys asked me out. In the beginning I tried. I did want to be with them, but anything past a kiss I would freak out. I got scared."

She paused and leaned her head on my shoulder. I pulled her closer to me and sliding her arm around my waist she said softly, "You feel good honey," she hesitated and added, "I love you Kenny."

"I love you too Mom," I gave her a kiss on the top of the head.

"Well guys my age didn't get it, they didn't want to deal with issues so I was always alone. That's when I ended up meeting a girl and I..." she shrugged, "Started being with them. I was with girls for a few years then met your dad."

She leaned in closer and sighed.

"He was so sweet and there was something about him that I trusted. I let him take me out and after awhile I trusted him enough to tell him what happened. He said he would wait no matter how long it took," she looked up and smiled at me, "He said I would be worth the wait. It was a long wait. We dated for close to a year before I let him try and I thought I wouldn't be able to, but he was so sweet and gentle and..." she trailed off.

"So that's why dad was the only guy you were with." I nodded.

"Right, and once he passed I thought about dating, but started getting nervous again, even had some nightmares from when I was young. So after awhile I started thinking about women again. I knew Karen had always had a thing for me and decided to give her the chance."

"I don't understand what this has to do with me." I said shaking my head.

"Because like I said, even though I enjoy Karen and feel as if we're starting to really fall for each other, I still want to get fucked." She sighed, "I miss it Kenny, your father and I fucked like rabbit we..."

"Okay, okay!" I said putting my hands up. "So just let Karen do what she did tonight."

"It's not the same." Hs shook her head. "It doesn't feel the same and I..." she gave me a smile that caused my cock to start to swell again, "I miss sucking cock, you can't suck those."

"Mom, please." I said softly,

"And I miss tasting it," she whispered, and then slowly licked her lips, "I miss swallowing it."

My heart was pounding and I could feel my cock throbbing as I was now fully hard.

"I want it Kenny, in fact it's more than wanting it, I crave it." I noticed she seemed to be breathing harder and I watched as her tits began to rise and fall with her breathing.

"But I still don't understand what this has to do with me." I said.

"No?" she smiled, "You haven't figured it out?"

"I... Oh!" I gasped as Mom pulled the tie on her robe and it fell all the way open.

"I started thinking what guy did I know that I could trust, who could possibly be as sweet and good to me as your father?"

While she was speaking, Mom slid the robe from her shoulders and tossed it on the floor. I was sitting less than a foot away from her bare tits. Those beautiful pink nipples were rock hard and as I stared, Mom cupped her tits and lifted them up.

"You want these baby?"

"Mom....I" I took a deep breath. "I.... can't!"

"You don't want to suck on my tits the way you watched Karen do it?" she smiled, "You don't want to do this?" he thumbs started caressing her nipples.

"But you're my mother!" I said as much to convince myself as her.

I stopped when Mom let her left tit go and put her finger to my lips.

"So you don't think I should want you because I'm your mom, because it's wrong?" I nodded weakly. "Well then why do you have this?" Mom asked and dropping her hand into my lap, grabbed my cock through the covers and squeezed it.

"Oh damn!" I groaned. "Mom, please, I...."

"You don't have to beg honey," she leaned forward and put her arm around my shoulders, "I'll give you whatever you want. Now come here."

"Mom I...."

I was cut off by Mom kissing me. I started to try to pull back, but her hand slid up behind my head and held my lips to hers. I tried to resist, but when she started gently working her soft lips against mine. I caved and kissed her back. Mom moaned softly in her throat and leaned closer to me. I could feel her nipples pressing into my chest, and her hand started sliding up and down my cock, stroking me through the sheet. I moaned into her lips, then gasped when I felt her tongue slide out and press against me. I parted my lips and Mom's tongue darted into my mouth and slid across my tongue.

I started to put my arms around her waist, but letting go of my hair Mom grabbed my right wrist and brought my hand up to her tit. I groaned at how good her firm tit felt beneath my hand and Mom sighed softly as I gave it a squeeze. Mom pulled the sheet off of me and started stroking me now only through my underwear. I began to relax and enjoy the deepest most passionate kiss I'd ever experienced. I slipped my tongue past hers and into her mouth and Mom moaned her approval. I was still fondling the side of her tit and leaning back, she pushed my hand between us.

I slid my hand across the front of her tit and could feel her nipple pressing into my palm. Still sliding my lips across hers, I found her nipple and started rolling it between my fingers.

"Oh honey," Mom moaned breaking the kiss, "I knew you wanted me!"

"But..." I tried to catch my breath, "You don't think it's...."

"Honey the only thing I think, is that I want that hard young cock inside of me." She whispered, "You're going to give your mother just what she needs Kenny, and I am going to be soooo good to you baby!"

And I wanted her to be! But still it just seemed sick and.... "Oh Mom!" I moaned as she slid her hand into my underwear and wrapped it around my cock.

"Oooh I like that!" Mom purred as she started slowly jerking me off.

I moaned at the feeling of her soft hand around my hard flesh. Mom started stroking faster and unable to help it I started rocking my hips, pushing my cock into her.

"There you go baby." Mom whispered, and then smiling lifted her right tit, "Now come show me how bad you want these."

For a split second I hesitated, somewhere in my kind, a voice was saying this is wrong. But when I looked down to see my mother offering her tit to me, I told it to shut up and bending my head, eagerly took her nipple into my mouth.

"There you go honey!" Mom purred as I swirled my tongue around her hard flesh. "Don't fight it, just let go and be good to your mother."

As bad as it sounded I'd be lying if hearing her say my mother while still stroking my cock wasn't turning me on. Right or wrong I'd worry about it later, right now I had the most beautiful tit I'd ever seen in my mouth and a hot older woman promising me anything I wanted. What I wanted more than anything right now was to come. My cock was aching for release and Mom had slowed down to where her hand was barely moving. Her other hand had slid behind me and was lightly caressing my back with her finger nails while I sucked harder on her tit.

Mom released a sexy sigh that sent a thrill through me, it was more than a sound of pleasure, and her entire body had relaxed. Recalling that terrible story she'd told me I felt a wave of emotion go through along with the lust that had overwhelmed me. Mom not only loved me, she trusted me. Loved and trusted me enough to let her do something only my father had done before and that was to enjoy her. I quickly pushed the thought of my father from my mind, something told me he wouldn't approve, but just like when he'd been alive what he didn't know couldn't hurt me.

As Mom started running her fingers through my hair, I switched to her other tit, and this time rather than sucking it right into my mouth started teasing my tongue across it. Mom moaned softly and gave me a thrill when she pushed her tit against my lips. I brought my other hand up and began fondling her nipple while sucking on the other. I became aware of mom starting to rock her hips back and forth and looking down past her tit saw she was wearing only a skimpy red thong. Releasing her tit, I slid my hand slowly down across her soft stomach and stopped just over the thong.

"Go ahead baby, reach right in." Mom whispered.

I was way past the point of hesitating and gently pushed my fingers down into her thong.

""Oh damn!" I moaned at how wet her pussy was. I slid two of my fingers down through the lips of her pussy and was rewarded by Mom gasping and squeezing my cock so hard I felt some of my precum squirt out.

"Yes!" she moaned, "Oh...yes!" Mom cried out loudly as growing bolder I pushed my fingers inside of her.

I groaned at how hot and wet she was and the second my fingers had entered her, she started thrusting her hips into them. I began to work them in and out slowly and wrapping her arm around my neck, Mom groaned, "Faster, baby, and harder, really shove them in there!"

Not needing to be told twice, I started plunging my fingers hard into her and moaned around her hard nipple as I could hear my fingers pushing into her sopping pussy.

"Hmmm, look at you being a good boy!" Mom said softly then emitted a nasty giggle, "My good bad boy."

She punctuated that sentence by squeezing my cock again and purred, "Oh honey, is this all for me?"

"Yes." I whispered around her tit, while my fingers continued to work her pussy.

"I love it," she purred, "I love that your hard for me, hard for your Mom," she paused and moaned as her words spurred my finger to move even faster, "And your mom's so wet for you isn't she baby?"

"Oh god yes" I groaned.

"Will you make me come Kenny?" she whispered in my ear again, "Will you be a good boy and get your horny mother off?"

"Anything you want, Mom!" I groaned as she started sliding her hand up and down my cock again. I'd been dripping and her hand was now slick with my precum making her hand feel even better.

"I like that!" Mom cooed, "Oh honey, we're going to have a lot of fun together! Now put your thumb right on my clit!"

I did as she asked and Mom gasped in my ear when I pressed it onto her swollen button. Mom rested her head on top of mine while I licked her tit and purred, "Rub it honey, nice and hard."

I started rolling my finger around it in hard fast circles and Mom groaned and started pushing her hips into my fingers harder than before. I had to fight to concentrate on licking her nipple as she moaned and purred while my thumb stroked her clit. I pushed harder as I moved it and Mom's hips jerked hard and she let out a yelp that caused me to stop.

"No baby!" She moaned, "Please don't stop, that was so good, please keep playing with me!"

I started rubbing even harder than before and speaking of hard I felt as if my cock were going to pop. I was harder than I could ever remember and started rocking my hips into Mom's hand trying to get her to stroke faster. Mom moaned again and to my dismay let my cock go.

"Oh , please!" I groaned around her nipple. "Please Mom!"

"Oh, that's nice." She said softly as she sat up straighter and wrapped her arms around my shoulders. "And don't worry baby, I know you want to come, but I don't think its my hand you really want is it?"

I swallowed hard at what she said and choked out, "I..."

"Go ahead baby," Mom said as she started rocking her hips even harder into my plunging fingers, "Tell your mother where you want to come the first time."

First time! Holy shit! I thought, then removing her nipple from my mouth looked up at hr and said softly, "I...I want to come in..." I rushed out the last part before I lost my nerve, "I want to come in your mouth."

"Oooh such a bad boy!" Mom moaned, then gave me that nasty giggle that was rapidly becoming my favorite sound in the world. "Tell you what baby, make mom come nice and hard and I will suck that nice hard cock for you."

I started thrusting my fingers as hard as I dared and moved my thumb as fast as I could. Mom started moaning louder and her hips were bucking faster and faster.

"Like that don't you?" she gasped out in between moans, "Like the idea of getting a blow job from your mother? I'm glad because I haven't tasted a cock in two years and I bet my son's is going to taste damn....Oh right there!"

Mom squeezed me tightly to her while shoving her tit hard into my mouth. She clenched her legs together, trapping my hand between her legs and as I continued to rub her clit let out a long loud squeal just as she had for Karen. I moaned as I felt my mother's pussy start convulsing around my thrusting fingers and Mom released another of those incredible wails as her hips slammed up into my fingers. I kept moving them as fast as I could while still sucking her perfect nipple. Mom's nails were digging into my shoulders, but instead of hurting it turned me on even more.

Mom thrust her hips up into me and seemed to pause then cried out my name as I felt her pussy gush around my fingers.

"Oh Kenny!" She moaned, "Oh my baby!"

I know that should have bothered me, but at this point everything was a turn on. Mom let out a long moan and slumped against me. Sliding my hand from between her thighs, I lifted my mouth from her tit and sitting up hugged her to me. Mom hugged me back and for a moment I forgot about my raging hard on and her dirty talking. My god she felt good! Mom rested her head on my shoulder and whispered, "You feel so good honey, every bit of you."

She gave me a kiss just under my ear, then sent a thrill through me when she said, "Now let's see how you taste."

Sitting up, Mom gave me a playful push that sent me onto my back and immediately rolled over between my legs. Looking down at me, she giggled again and started swaying back and forth teasing her hard nipples across my lips. I tried to suck one of them into my mouth, but laughing she lifted them just high enough that my straining tongue could barely reach them. Mom smiled down at me and I smiled back, feeling much more loving than I would have imagined, I reached up and grabbing her head pulled her down to me. Mom's lips eagerly embraced mine and we sighed as we shared a long kiss.

Mom slid her lips from mine and started slowly backing down the bed. I watched, my heart pounding as Mom began trailing her tongue down my chest. I moaned in surprise when she sucked my nipple into her mouth then again when she started moving and I could feel her nipples sliding along my stomach. I could also feel my hard dripping cock sliding against her soft stomach and whispered, "Oh, shit" when it started to slide up between her tits. Mom stopped when she was between my legs and propping herself up on her elbows grabbed my cock and held it in front of her face.

'Look good?" she whispered as she rubbed it alongside her face.

I let out an embarrassing whimper as I watched my cock leave a sticky mess on my mother's cheek and simply nodded.

"Yeah, your nice big cock looks good in your mother's face?" she smiled, "Naughty boy." She rubbed it along the other side of her face then caused my hips to jerk when she flicked her tongue across the swollen tip of my cock.

"Tell me what you want." She said softly and made a show of opening her mouth and placing it just over my cock.

"I..." I couldn't do it and tried to get around it. "Nicole would..."

"Nicole?" she shook her head, rubbing my cock across her cheek as she did and getting me to whimper again. 'It's mom baby." I paused and she gave me a nasty smile. "It's hot and you know it, Kenny. I think it's hot too, now tell your mother what you want."

I paused and Mom made a show of pushing my cock away.

"I want my mother to suck my cock!" I blurted out.

"Like this?"

Before I could respond, Mom opened her mouth and taking my cock into it, slid her lips half way down my shaft. "Oh yes!" I moaned as she started bobbing her head up and down.

Mom took me a little further, then after a pause opened her mouth wider and took me all the way into her mouth. I cried out loudly as I felt her lips on the edge of my balls, then groaned, "Oh, fuck!" when I felt her tongue slide out and start licking them while she had me buried in her hot mouth. Mom moaned and the vibration caused my hips to twitch, shoving my cock even deeper. Mom didn't seem to mind and started shaking her head, back and forth. She slowly worked her mouth back up the length of my cock and when she slid it from her mouth, whispered,

"God, how I missed sucking cock." Taking just the head of my cock in her mouth she sucked hard causing me to cry out.

Removing it, Mom made a show of licking her now sticky lips. "Damn that's good." Smiling at me, she said, "How do I look sucking your cock baby?"

"Amazing." I said softly.

"Good answer, now ask me again baby, I love hearing it."

"Mom please suck my cock, please?" I begged.

"Please?" she smiled, "Someone taught you some manners!" she smiled then licked her lips again and looking me straight in the eye said, "Baby I am going to start sucking on you, and I'm not going to take my time, we can do that later."

I nodded as she started stroking me and continued, "Right now baby, I want to make you come nice and hard for me and nice and fast, take that edge off, know why?"

I couldn't answer as she immediately ran her tongue up the side of my shaft. I simply shook my head as I tried to stop my hips from jerking.

"That way you can fuck me long and hard honey, the way I need it." She ducked her head and I gasped as she started swirling her tongue around my balls. Lifting her head she again looked at me. "That's right baby; you are going to pound your mother's pussy aren't you?"

"Yes...yes ma'am." I whispered.

Mom laughed, "Oh, how I like that!" she paused then winked, "And one more thing baby, when you feel like you're going to come, just let go honey, because your mother is going to take every drop for you!"

My reply became a moan as Mom once again took my cock in her mouth. She swirled her tongue around the head for a moment before starting to bob her head. I laid there moaning at not only how good it felt, but how incredible Mom looked blowing me. Her full lips were sliding along the length of my shaft and her big brown eyes were locked into mine. As I watched, some of her hair drifted across her face and reaching up she grabbed my hand and guided it to her head.

Taking her meaning I gathered her hair in my hand and watched as she continued to blow me. Blow me! The woman who had raised me was blowing me! Mom wasn't going that fast, but not exactly slow either. As she continued to suck on me she grabbed my cock and started following her lips with her hand, jerking me off while she blew me. She was moaning the entire time and I could already feel my thighs shaking. I wanted it to last, but I'd been worked up for awhile now and my cock was aching for release.

My hips started moving and my moans were starting to sound like whimpers again. Mom tightened her mouth around my cock and I could feel her tongue sliding along my shaft.

"Oh, yes," I moaned, "Oh Mom, that feels so good, I..." I gasped and my hips bucked hard into her mouth.

My legs were shaking violently and even as I knew I couldn't hold out much longer I strained to, trying to enjoy every second I could of her amazing mouth. Mom, looked into my eyes and moaned her encouragement, "Hmmm-mm." again the vibration caused and extra thrill to go through my throbbing cock and I moaned desperately as she continued that steady rhythm. My hips were now thrusting up to meet her descending mouth and I was all but whining as I felt my come building within me.

Mom winked at me and sliding her hand between my legs grabbed my balls and started rubbing them.

"Oh fuck!" I cried out as that sent me over the edge.

I released a loud cry as my cock exploded deep into my mother's mouth. Mom moaned loudly and started sucking me hard and fast. I groaned in pleasure as I could feel my cock spurting deep into her mouth. Mom was jerking me harder and I could feel her tongue swirling around the head of my cock. Mom's cheeks hollowed out as she started sucking so hard I could feel her pulling the come from my still shooting cock. I let her hair go so I wouldn't pull on it and whimpered again as I felt my spent cock stop spurting. Mom kept sucking however and I groaned as I felt her suck a couple of more drops from me.

Mom pulled my cock from her mouth and still looking me in the eye opened it, showing me her mouth was full of come.

"Oh." I said simply.

Mom closed her mouth and swallowed hard. As she did her eyes rolled back in her head and she moaned softly. Mom then opened her mouth again, showing me it was empty. She sighed and shaking her head exclaimed, "God I love the taste of come!"

"I...oh, my god." I panted.

"Speaking of tastes baby, I think I have something sweet for you to eat."

Sliding off the bed. Mom turned her back to me and grabbing the sides of the thing slid it down her legs as she bent over.

"Goddamn you're hot mom." I told her as I took in her round ass and her glistening pussy peeking out from between her thighs. That pussy that in a minute I was going to have my tongue buried in."You say the sweetest things!" Mom laughed and then crawled up onto the bed next to me.

I licked my lips at the sight of her tits hanging as she made her way towards me. Mom reached the top of the bed and quickly rolling over onto her back, opened her legs.

"My turn." She laughed pointing between her legs.

As she had done I rolled over on top of her and after a quick kiss started to suck on her nipple.

"Later." She said pushing on my shoulder. "There's only one place I want that tongue honey."

I wasn't going to argue and sliding quickly down the bed knelt between her legs and smiled, taking in the sight of that smooth pink and very wet pussy. As she had done I stretched out on my stomach and, my fingers trembling with excitement spread her pussy open. Leaning in I blew lightly on her clit and Mom's hips twitched.

"Don't tease honey," Mom said quietly. "I didn't tease you and we're going to be playing a lot baby, so just lick me the way you want to, show me how good you are and make your mother come in that pretty face of yours."

I don't know what sounded better, her telling me to lick her or saying that we would be doing this more! Even as I plunged my tongue deep inside my mother's pussy, I envisioned playing like this every night! Fucking in every position, playing and teasing and then curling up together and....my thoughts were cut off by Mom crying out her pleasure as I pushed my tongue into her as far as I could and sucked hard. I moaned as I received a mouthful of her sweet sticky juice.

I started moving my head back and forth, sliding my rigid tongue in and out of her.

"Oh, you bad boy!" Mom moaned, "Look at you, tongue fucking me!"

I swirled my tongue around inside her, lapping up more of her sweetness, then sliding my tongue slowly up through the wet folds of her hot flesh, felt her hard button under my tongue.

"Oh, that's the spot honey, right there." Mom moaned.

I teased my tongue around it enjoying hearing Mom let out a sharp breath and as I barely touched her clit. I teased one more time then sucked it hard into my mouth. Mom let out a loud moan and lifting her legs, placed her soft feet on my shoulders. Sliding my hand up, I shoved two of my fingers into her pussy and moaned when I heard the wet squishing sound as I did.

"Oh fuck," Mom groaned, "Oh honey, Jenny's a luck girl! You know just what to do!"

Jenny? Jenny was cute and fun, but she was nothing compared to the red hot woman I had the pleasure of going down on at the moment! I started thrusting my fingers in time with my sucking and Mom moaned her approval. As she had done, I opened my eyes and looked up at her. I moaned around her clit as I saw her laying back, her eyes closed and her lips parted. She was sweating and moaning and looked absolutely beautiful. Her hands were on her tits and she was teasing her nipples as I worked her pussy with my mouth and fingers.

I released her clit and started licking slowly and Mom whispered, "Faster honey, the faster I come the sooner you can fuck me! That was all it took! I started just about slamming my fingers into her dripping slit and sucking her clit back into my mouth started swirling my tongue hard against it. Mom was thrusting her hips into my face and groaning panted out, "Put your other finger."

I paused not knowing what to do, I started to work a third finger into her pussy when she moaned, "No, in my ass baby, shove one in there."

I was beyond questioning anything and slipping my other hand up placed the tip of my finger against her ass, and started to gently push it in. Mom lifted her hips and cried out as she drove her ass onto my finger, shoving it deep inside her incredibly tight ass. Mom let out a sound that could only be described as a howl and I started bucking her hips into me. Reaching down she grabbed my hair and holding my head still worked her hips into me, sliding her pussy up and down my face.

Mom cried out again and wrapping her thighs around my head smeared my face into her pussy. I continued to suck her clit as my fingers drove into both her holes and Mom howled again. She arched her back off the bed and then emitted a loud squeal and I felt her pussy convulse around my fingers. I gasped between her legs as I felt a gush of sticky fluid splash against my cheeks and mouth.

"Oh my fucking God!" Mom yelled and after another wail, went limp, dropping her legs from my shoulders.

I laid there trying to catch my breath and looking at Mom's dripping pussy started licking her juice from her thighs and the lips of her pussy.

"Oh honey, you like the taste too don't you?"

"Oh yeah," I whispered, as I continued to lap at her pussy.

"Honey, slide on up and shove that cock inside of me, I know you're hard again."

Damn straight I was. My cock was pushing into the mattress and as I sat up it sprang to attention.

"Oh yes." Mom whispered her eyes wide. "That's what I need! Give me that fucking cock!"

Sliding up to kneel between her legs, I grabbed my cock and slid it through the lips of her pussy.

"Don't tease me, fuck me!" Mom cried out.

She raised her legs and placing her feet on my chest, lifted her hips, pushing her pussy at me. I slid my cock down and with a hard thrust, drove my cock into my mother's pussy. We both cried out as I went so deep I felt my balls slap against her. I held it there for a moment, amazed at how hot wet and tight she was. Mom moaned and started moving her hips.

"Come on baby, fuck me! We'll go slow later, just give it to me!"

I pulled out then driving into her, placed my hands on her thighs and started fucking the shit out of her. There was no other way to put it. I was slamming my cock in and out as hard as I could. Mom was yelping every time I did and the sound made me try to fuck her even harder. Like my fingers, my cock was making wet sucking sounds and she was so wet my thighs were already soaked as I continued to plunge my cock into her.

"Oh fuck yeah!" Mom squealed, "Oh that's what I need, oh that feels so much better than that fucking toy!"

Mom pulled her legs back and spreading them wide said, "Grab my ankles!"

Taking her meaning I grabbed her ankles and spreading her legs as far as my arms could go, I started fucking her even harder. Mom threw her head back and howled as I drove deep into her and I watched as her large tits bounced back and forth as I slammed her. Remembering something I'd seen in a movie, I let mom's ankles go and leaning forward pressed my arms against the backs of her legs. Mom bent backwards and her hips came off the bed. I placed my hands on the bed and looked down to see her legs were bent back almost behind her head.

I slid my cock out then started fucking her as hard as I could.

"Holy shit!" Mom screamed, "Oh Kenny! Oh baby! Oh, look at you fucking your Mom! Look at you giving me what I need!"

Mom's yelling made e fuck her even harder. Our skin was slapping together so hard it was actually starting to hurt, but neither of us seemed to mind, especially mom waho was laying there her arms by her sides squealing with every thrust. I started breathing heavier and could feel myself starting to get close. I began to slow down and looking up at me, Mom cried out,

"Hold on baby, I want my favorite!" she pushed her legs against me and I sat back. Mom rolled over onto her stomach, and drawing her legs up under her, pointed her amazing ass at me.

"Go ahead honey!" She called out as she looked over her shoulder, "Take me!"

Grabbing her hips, I slammed my cock inside of her again feeling my balls slap against her pussy. Not even caring how rough I was, I squeezed her hips hard and started driving into her with all the strength of my hips.

"Oh fuck!" Mom cried out. "That's it baby, take me! Fuck me! Give me that big fucking dick!" She paused to squeal then continued, "You're going to keep giving me that dick aren't you baby? That's right Kenny you're going to be fucking your mother every night!"

I gasped as I felt my balls beginning to tighten and knew I couldn't hold back much longer. I started to whimper with each thrust and Mom yelled, "That's it baby, give it to me! Let me feel that hot cum!"

I was getting closer with each pump and started thinking about pulling it out and spraying her back, when she called out, "Give it to me! Inside baby, come in your mother's pussy!"

That was all it took, I cried out as I felt my cock twitch and begin spraying my cum deep inside of my mother. Mom moaned as I kept pumping her, each thrust ending with another spurt. Even though I'd just come I had been damn excited and my cock kept spurting. Mom was bucking her hips into me and she moaned, "Oh yes, paint that pussy, give me every drop!'

I groaned and stopped pumping my cock. Mom pushed against me and I whimpered as I felt her pussy tighten around me and milk a couple of more drops from me.

"Oh honey," she purred, "That feels sooo nice!"

Mom straightened her legs out, lying on her stomach and leaning over I lay down on top of her, resting my weight on my forearms. Moving Mom's sweat soaked hair from her back, I gently kissed the back of her neck.

"Do that again." she whispered.

I repeated the kiss and Mom sighed softly, "I love you baby."

"I love you too mom." I told her feeling that surge of emotion again.

"Roll over." She told me.

I did as she said, rolling over onto my side. Mom rolled over on hers and sliding over to me slipped her arms around my waist and hugged me. I returned the hug and closed my eyes. We laid there in silence as our bodies calmed down. I was aware of her tits pressing against my chest and my leg was between hers allowing me to feel her damp pussy against my leg. As good as that felt, I realized that holding her felt just as good. Sliding my hands up her back, I hugged her tighter and kissed the top of her head. Mom made a happy little cooing noise in her throat and cuddled into me.

I couldn't believe how amazing she felt. I also couldn't believe that not only had we just had sex, but it didn't bother me, it was almost as if it were meant to be.

"Lie on you back for me?" Mom asked.

I reluctantly let her go and did as she said. I then smiled as Mom, staying on her side, slid up close to me and draping her arm around my waist, rested her head on my chest. I put my arm around her shoulder and with a sigh she said, "Kenny you felt amazing, I so needed that."

"Glad I could help." I laughed.

"And I so need this," she said squeezing me tight. "I...I like being with Karen honey, but it's more than just sex I needed. I...I need to be held like this and it's just not the same with her."

"I'll hold you anytime you want Mom." I told her than added, "And we don't have to you know....fool around for me to do it.

Mom lifted her head and when she looked at me, I saw her eyes were moist.

"Kenny, you really are just like your father. You're so sweet and loving." She gave me a nervous smile. "Would... would you like to keep loving me?"

"I....like be together?"

"I'd like that Kenny, I really would. No one would know. We can be the best of both worlds."

"What do you mean?" I asked.

"I'll be your mom who loves and takes care of you and you'll be that son that always does anything he can for his mom." She gave me that giggle again and despite how spent I was I felt my cock twitch. "And then I'll be your dirty girl and you can be my bad boy. How's that?"

"I...wow." Was all I could get out.

"And it won't always be dirty," she whispered, "Sometimes we'll be soft and sweet and you'll make love to me and hold me." She looked at me, her brown eyes full of emotion. "Will you honey, will you love me?"

"Of course I will." I gave her a soft kiss. "I'll always love you mom, in every way."

"I like how that sounds." Mom smiled, then yawned, "Damn you wore me out let's get some sleep."

"Okay," I nodded.

"Make sure you do sweetie, because I love it in the morning." She giggled, "Hell I love it all the time."

I ignored my growing cock and closing my eyes tried to tell myself to rest. A moment later, my eyes opened as something dawned on me.

"Hey mom?"

"What honey?" she asked sleepily.

"What about Karen?"

"Oh." Mom shrugged. "Well we weren't that serious, just friends with benefits mainly." She sighed then laughed softly, "Maybe I'll keep her around though."

"What do you mean? I asked.

"Well you never know," Mom giggled again. "I might get a craving."

Authors note: I hope you enjoyed my latest effort! Like I always say this is a free site so author's only payment comes in the form of your votes and feedback, so please take a second to vote and let me know what you thought of the story. As always thank you for reading! Lovecraft68