Thursday, 21 November 2013


After Dad left, Mom and I moved into the Condo 
apartment she received from the divorce settlement. It 
was nice enough, but I was sixteen, and starting to 
feel the urges that a young boy of that age should 
start feeling. It was a city high-rise building with 
its own pool, but most of the tenants were older than 

All my friends lived a good distance away, so I really 
only saw them at school. I was a bit of a loner in a 
lot of ways, so it didn't bother me all that much. I 
guess I should tell you that my name is Bill. My Mom's 
name is Lisa. We get along okay, I guess... more so now 
Dad is gone. 

I spent a lot of time at home except for a part-time 
job that I had delivering groceries for the market on 
the first floor of the building. I sort of enjoyed the 
pool, so I spent a lot of time down there. It was late 
spring, and warm enough already for swimming. I usually 
went for a dip when I came home from school just before 
I went down to the market to start my job. There were a 
few women there, and I enjoyed watching them in their 
skimpy bathing suits, but they were all a little too 
old to be approachable by a boy of my age. Some of them 
looked at me too, and I liked that. 

There was one especially that always seemed to be 
watching me when I came down for my daily swim. She was 
in her early thirties, and reminded me of one of the 
models that I looked at in the magazines that I kept in 
my bedside drawer. She was about 5'6" tall, and well 
built. She always seemed to prefer bikinis to any other 
sort of swim suit. She also seemed to like me sneaking 
looks at her. 

She was there today too, and wearing a skimpy green 
bikini that got my hormones raging. I horsed around in 
the pool, and surfaced in front of her a few times to 
get a better look. She smiled at me each time I did. I 
fooled around a bit more, staring at her gorgeous tits 
every chance I got. Finally it was time to go to work. 
Mom was working late, so I was on my own. I went up to 
the apartment and got changed. 

Things at the market went as they did on any other day. 
There were the usual rush orders from the tenants that 
had to be delivered before dinner, so I busied myself 
with running up and down in the elevators like always. 

Finally it was seven o'clock, and time for me to go 
home to do homework. Mr. Cucci, the owner, said that 
there was just one more order to go, and since it was 
in the building and a charge order, I could take it, 
and then just go straight home. I picked up the large 
bag, and headed out the door to take it where it 

The apartment to which the order was destined was on 
the twenty-first floor, so it took a few minutes to get 
there. I really didn't want to go home to that 
homework. I would be alone as usual since Mom wouldn't 
get there until about nine. I rang the bell at the 
apartment, and was greeted by the woman whom I'd seen 
in the bikini down by the pool earlier. 

She was dressed in a blue dress with buttons down the 
front. Her dark blonde hair hung down to her shoulders, 
and on her feet she had blue leather shoes with high 
spike heels. She looked beautiful, and I couldn't help 
staring for a moment when she opened the door. 

"Oh! Hi," she said, "you're the boy from the pool, 
aren't you? Could you bring that into the kitchen for 

I nodded. It was about all I could manage at that 
point. I carried the package into the kitchen, and 
heard her close the door to follow me. 

"Thanks," she said when we reached the kitchen. "I 
don't think that I could have managed that on my own, 
and I know the sort of muscles you have from seeing you 
at the pool." 

I thanked her for the compliment, and placed the bag on 
the counter. 

"There," I said. "I like that pool a lot. I've seen you 
out there too." 

"I know you have," she said with a knowing smile on her 
face. "What's your name?" 

"Billy," I said, staring at her gorgeous tits. 

"Mine's Sara," she replied, "We see each other so often 
down by the pool, we really ought to know each other. 
You're working late tonight, aren't you, Billy? Mr. 
Cucci usually brings things up himself when I call this 

"No," I answered, "this is my last delivery. I go home 
after this." 

"Oh?" Sara said with a touch of irony in her voice. "I 
guess your mom has dinner waiting?" 

"Nah," I answered, "Mom won't be home for a couple of 
hours yet. I just have to read a few pages of History, 
and then watch some TV until she gets home." 

Sara looked at me strangely for a moment, and then her 
face changed back into a smile. 

"Why don't you stay here for a little while? I'm all 
alone, and I wouldn't mind the company. We could watch 
television, or talk, or something. If we're friends 
now, we should get to know each other better, right? 
What about it?" 

That didn't sound like a bad idea, al all! I was a 
little tired of spending all that time at home alone 
anyway, besides Sara looked and smelled sooooo good. 

"Sure," I said. "I can do my homework later. It isn't 

"Great," Sara said. "Why don't you go sit on the sofa, 
and I'll get us a couple of Cokes, that is... unless 
you would like a beer?" 

"Um, yeah," I said, trying to sound mature, "a beer is 
fine." I just hoped that Mom wouldn't smell it on me 
when she came home. 

"Okay," Sara smiled. "You go on inside, and I'll be 
back in a minute." 

It didn't take long for Sara to join me on the sofa. 
She put two beers down on the coffee table, and we each 
took one for a sip. 

"You spend a lot of time hanging around here. Don't you 
have a girlfriend?" 

I was becoming a little uneasy with the way her 
questioning was going, but I was also becoming a bit 
excited with looking at her. She was wearing a perfume 
that was getting to me too! I liked her, and I wanted 
to be her friend. I also wanted to talk to someone 
about the things that I was feeling. My dad was away 
too much for me to get a good talk going with him, and 
Mom wasn't the right one to talk to. I decided to see 
just where the conversation was going to go. 

"No," I said, "I've never been out with a girl on a 
real date. I dance with them sometimes when I go to the 
school dances, but that is about as far as things have 
gone. I don't go to many dances anyway." 

Sara looked me straight in the eye, and asked, "Then 
you're still a virgin?" 

"Yes!" I blurted out. 

The question had hit hard. The last thing that a boy 
wants to admit to a woman like Sara is that he is a 
virgin, but the question had taken me by surprise. I 
had answered truthfully, but I was sort of already 
regretting that I did. 

"That's all right," Sara said. "It won't be a permanent 
condition. Have you ever kissed a girl, Billy?" 

"No," I answered not knowing what she had in mind. 

"Would you like to kiss me?" she asked. 

This was definitely not what I had expected when I came 
up here, but I had to admit that I wanted to kiss her 
very much. 

"Yeah, sure," I said. "Do you really mean it?" 

Sara smiled at me and just nodded. Jesus I couldn't 
believe my luck! 

Then, she leaned over, and brought her face close to 
mine. The fragrance of her perfume filled my nostrils, 
and I could feel other parts of me lower down reacting 
too! I pressed my face to hers and our lips met. I'd 
never felt anything like this before. I didn't know 
what to think about it, but I did know that it felt 
very, very nice! 

"There, now you know what it feels like to kiss a 
girl," Sara said when she broke the kiss. "Did you like 

That was a silly question. 

"Sure! It was great!" I answered a little to 
enthusiastically. "I never kissed anyone but my mom and 
my aunt, but they never kissed me like that before." 

Sara giggled. 

"Well, I should hope not," she said. "Would you like to 
know more about women?" 

I didn't know what she had planned, but if it meant 
kissing her again, I was all for it! 

"Yeah, sure!" I said, trying to hide my eagerness. 

"Okay, put your arms around me, and we'll try another 
kiss," Sara said. 

She slid over on the sofa, so her thigh was pressing 
against mine. That felt good too! I put an arm around 
her back, and she nestled into it. Again our lips 
pressed together, and again I felt those same stirring 
in my crotch. It was all I could do to keep from 
messing my pants! 

We kissed longer this time, and I could feel her 
breasts pressing against my chest. I moved my hand down 
a bit, and felt her bra under her dress. She didn't 
protest. We broke the kiss, and Sara said, "Do you like 
my breasts?" 

I swallowed hard, and said, "Yeah," in a strained 

"Would you like to see them?" 

"Yeah!" I said. 

Sara sat up on the sofa, and unbuttoned her dress down 
to the waist. Under it, she was wearing a bra of aqua 
lace. It was sheer, and I could see the shadow of the 
dark circles of her areola and nipples through it. 

"Would you like to touch them, Billy?" she asked. 

"Ohhh yeah," I answered, unable to hide my pleasure any 

I cupped her breasts in my hands, and lifted them. They 
were large and firm, and weighed more than I had 
expected. I'd seen them under her bikini top out by the 
pool enough times, but I never thought I would get the 
chance to hold them like this. 

"When you do get a girlfriend," Sara said, "make sure 
she has big breasts like mine. Would you like to see 
more ?" 

"Shit, yeah!" I answered enthusiastically. 

Sara stood in front of me, and said, "This dress is 
only in the way now," and unbuttoned the rest of it 
letting it slip from her shoulders. She tossed it over 
a chair. Below her waist, she was wearing a sheer aqua 
garter-belt and panties that matched the bra. Her 
stockings were sheer too, and I could see the dark V-
shaped outline of her pussy at her crotch. I was fully 
hard now, and my cock was straining for release in my 
pants. I didn't know how much more of this I could 
stand before I had to do something about that. 

"I think we can dispense with my bra too, if you don't 
mind. Would you unhook it for me?" she asked. Sara 
turned her back to me, and lifted up her long hair, so 
it no longer covered the clasp. I stood, and clumsily 
unhooked it. She held it up with her hands at her tits, 
and said, "Okay, sit down again, please, honey." I 
loved the way she called me honey, it made my cock 

Sara turned to face me again, and let the bra fall to 
the floor. Her breasts spilled out in front of me, and 
I couldn't help but stare at them. I had seen women's 
breasts before in the magazines, but not this way. They 
were beautiful! They were round and globular, and each 
one ended with a dainty nipple at its tip. Sara posed 
for me that way for a moment, and then bent over me 
letting her breasts hang in front of my face. 

"Would you like to suck my nipples?" she breathed. 

"Oh yes please," I answered. 

I took one of Sara's nipples in my mouth. I guess there 
is some remembrance of the technique from when we are 
suckled by our mothers, and I sucked gently on it 
making Sara give out a little moan. 

"Let me sit down," she said, "so we can be more 

Sara turned to sit on my lap. Her bottom came down 
softly, but she got a sort of surprised look on her 
face, and said, "Oh! What have we here? I feels as if 
there is something hard in your lap under my hot little 
ass. I just wonder what that could be?" I looked at her 
with a little bit of embarrassment, but she said, 
"Well, we'll soon take care of that. I've shown you 
what I have. How about showing me some of what you've 
got down there?" 

Sara stood up again, and gently tugged me to standing 
too. She took the bottom of my T-shirt in her hands, 
and pulled it up and off of me. It joined her dress and 
bra over on the chair. Her hands went to my waist, 
unbuckled my belt, and pulled down my zipper. One hand 
entered my fly, and touched my cock through my briefs. 

"Ooooooh," she said, "you're a big boy aren't you, 
Billy. Mmmmm, I like that!" 

Sara tugged my pants down, and made me sit again. She 
knelt in front of me, and removed my sneakers and 
socks. Then she pulled off my pants, and tossed them on 
the chair as well. Then she stood again, and got me to 
stand in front of her. My cock was bulging my briefs 
way out, and she looked down at in with a big smile on 
her face. 

"Well, we'll just have to see what all that swelling 
is," she said. 

Sara dropped to her knees, and caressed my cock through 
the fabric. Her hands went to the waistband of my 
briefs, and she slipped her thumbs inside. In a swift 
motion, she pulled them down to my ankles, and my cock 
jumped forward pointing straight at her face. I stepped 
out of the briefs, and they too were tossed aside. 

"My, but you do have a big one for someone of your 
age," Sara said. "Sit down, and I'll see what I can do 
about the swelling." 

I sat down, and Sara moved between my legs on her 
knees. Her long nails raked gently over my thighs, and 
the pressure in my young balls grew even more. 

"Don't worry," she said with a playful giggle, "I'm not 
going to bite you... much!" 

Sara opened her mouth, and took the length of my cock 
inside. My cock is almost seven inches long, so it 
surprised me that she got it all in. She let it slide 
back out again running her warm lips over it all the 
way. She ran her tongue around the head, and poked the 
tip of it into my piss-slit to taste the drop of pre-
cum that was already oozing from it. 

"I don't think this will take long," she said, and took 
my cock back into her mouth. 

It didn't take long at all. I was almost ready to cum 
right there and then, but I tried to hold back as long 
as I could. Sara began a smooth up and down motion 
sliding my cock in and out of her mouth. It felt 
absolutely wonderful! Her warm. moist lips were all 
over my cock, and I leaned my head back, closed my 
eyes, and began to moan with pleasure until I could 
hold out no longer, and unloaded all the pressure that 
was in my balls in a hot jet of cum into Sara's waiting 

Sara took all I had to give, and didn't miss a drop. 
She swallowed it all down, and licked me clean when I 
was finished. I could see her savoring the last few 
drops on her tongue before she swallowed them too. Then 
she moved up to sit on the sofa next to me. She just 
sat there playing with my cock in her hand while I 

"Did you like your first blow-job, baby?" she asked. 

"Yeahhhhh!" I answered. 

"You have a nice cock, Billy" Sara said. "I like it. I 
hope this isn't the last time I'm going to see it." 
Before I could say anything by way of answering her, 
she said, "Now that I've seen your cock, would you like 
to see my pussy, honey?" 

"Yeahhhh!" I answered again. I sounded like a cracked 
gramaphone record, but Sara didn't seem to care, she 
was obviously just as horny as I was. 

Sara stood in front of me again. She bent forward 
letting her breasts hang down, and unhooked her 
stockings from her garter-belt. She reached behind her, 
and unsnapped the garter-belt to toss it aside with her 
other clothes. She sat on the edge of the chair that 
had all the clothes on it, and took off her shoes. Then 
she slid off her stockings, and stood again before me. 

"Pull my panties off, Billy," Sara said. 

I reached up, and took hold of the narrow elastic band 
at her waist that held up her panties. Her skin felt so 
soft when I touched it that I wanted to spend some time 
just doing that, but the shadow of the dark patch at 
Sara's crotch was beckoning me to other things. 

I slid her panties down very gently, and there before 
my eyes was her pussy! I had also seen this in the 
magazines, but never this way. I stared at it for some 
moments, and Sara put her hand on my shoulder to steady 
herself while she stepped out of her panties. I tossed 
them on the chair. We were both completely naked. 

"I know a more comfortable place for the rest of this," 
Sara said, "Follow me, lover!" 

I stood, and walked after her. I couldn't take my eyes 
off her ass as we walked. I liked the way the cheeks 
bounced up and down as her legs moved, and the gentle 
sway in her hips. My cock was hard again by now, if it 
had ever really gotten soft, and was waving back and 
forth in front of me as we walked. 

Sara led me into her bedroom, and turned down the 
covers on the bed. She lay down on her back with her 
legs spread just a little bit. God, she was a gorgeous 
sight! I drew in my breath and moved towards the bed, 
ogling her furry snatch. 

"Come here, you gorgeous kid," Sara said, reaching out 
her arms to me. 

I lay down next to her, and put my arms around her 
without her asking me to do it. I guess I felt that we 
knew each other well enough by now to do that while we 
were in bed together. I pressed my lips against Sara's, 
and we kissed again. This time, however, the kiss was 
just a little different than earlier. Sara parted her 
lips, and pressed her tongue forward. It pressed 
against my teeth, so I opened my mouth, and her tongue 
touched mine. It felt very good! Our tongues began to 
roll around each other in my mouth, and then I pressed 
mine forward to taste the sweetness inside Sara's 

Her hand slid down to my cock, and began to play with 
it again. In between kisses, Sara whimpered, "Touch my 
pussy, Billy. Play with my cunt!" I moved my hand onto 
the soft flesh of her thighs, and they parted. I ran my 
hand gently along the skin, and felt hair against my 

I pressed further, and found that under the hair was a 
warm, moist slit that felt very good when I put my 
fingers into it, and apparently made Sara feel good too 
if the gentle sigh that I heard when I touched her was 
any indication. She broke our kissing again to ask, 
"Would you like to fuck me, Billy?" 

"Oh, shit yeah!" I blurted. "Can I?" 

Sara rolled over on her back, and spread her legs. 

"Get on your knees between my legs," she instructed me. 
When I'd done so, she reached up to pull me closer, and 
took hold of my cock to position it at the opening of 
her pussy. "Push," she said gently. 

My cock slid into her cunt easily. She was thoroughly 
lubricated from all the sexual play that we had been 
indulging in, and my cock was now warmly encased in her 
tight pussy. That left me with a small problem. Up to 
this point I had been a virgin. I was just not sure 
what to do next. I'd read some pornographic paperbacks, 
and I knew that I was supposed to move my cock in and 
out of her, but I had never done that with a girl 
before. I decided that I'd better try, and somehow the 
motion came very naturally to me. Just instinct, I 

I buried my cock deeply into Sara's mature cunt. It 
felt fucking fantastic. I began to plunge it in and out 
of her. Her pussy was so tight, it felt like my prick 
was encased in a hot, velvet vice, and she was wet 
too... wet and slippery inside. I couldn't get enough 
of the feeling. Without realizing it, my thrusts were 
getting stronger. I thought of backing off a bit so as 
not to hurt her, but Sara just urged, "Harder. Oh, 
Billy, make momma feel it! Fuck me harder, baby!!" 

I increased the tempo and power of my thrusts, and 
lunged my hips into her. Sara lifted her legs high, and 
curled them around my waist the same way her arms were 
wrapped about my neck. I slid one arm under her ass, 
and pulled her cunt onto my cock. We were totally 
entwined together, and I was fucking her for all we 
were worth! Our lips met again, and this time I didn't 
waste any time in pressed my tongue deep into her 
mouth. Her tongue met mine, dueling back and forth 
behind our teeth as we fucked madly on her bed. 

Then I felt like I could hold out no longer. Sweat was 
starting to bead up on my skin, and my cock was 
beginning to throb inside of her. At that point I felt 
a strong tingling all over my body. I broke the kiss, 
and let out a strong guttural sound as I felt my cock 
spasm deep in her pussy. 

I was cumming! It felt like there was a Fourth of July 
fireworks display was going on inside my head. I drove 
my cock to its full length into Sara, and unloaded my 
second charge of cum into her hot pussy. Sara was 
reacting too, and kept saying, "Oh, fuck! Oh, fuck! Oh, 
fuck!" over and over again while I came. 

After a time, it was over, and I collapsed limply on 
top of her, all my energy spent. We lay that way for a 
few minutes catching our breath, and then I rolled off 
her. We held each other in our arms for a little while, 
and then she asked, "Do you feel different now that 
you're not a virgin anymore?" 

"Shit, yeah, I feel fantastic!" I answered. 

"You sure do, Billy," she sighed, giving my cock a 
playful squeeze. It began to swell in her hand. 

"Can I fuck you again, Sara?" I asked hopefully. 

Sara looked at the clock on her nightstand, and said, 
"Oh, baby, I'd like nothing better, but it's twenty to 
nine. Isn't your mother going to be home soon?" 

"Yeah," I said, "I guess I'd better be going, but I 
don't want to." 

Sara giggled at this, and said, "I can see that. I'd 
forgotten how easily young boys your age can recover." 
She grabbed my cock and for one brief moment I thought 
she was going to let me fuck her again, but instead she 
said. "Much as I'd like to, Billy, we don't want your 
mother calling out a search party for you do we, hon?" 

"I guess not," I said glumly. 

"Hey, cheer up," she said, giving me a peck on the 
lips. "We'll have longer the next time." 

"Yeah," I said, "I sure hope so." 

I got up weakly, and Sara stood next to me for another 
kiss. We went back to the living room, and I untangled 
my clothes from hers to get dressed. When I finished 
dressing Sara walked me to the door. She was still 
naked except for the shoes that she had put back on. 
They made her long legs look even better. 

At the door we kissed deeply one last time. "I'll see 
you soon at the pool," she said as I left, and she 
closed the door after letting me have one more look at 
her naked body as she posed in the doorway for me. 

I went back to our apartment. Mom wasn't home yet, so I 
flopped down on the sofa. Thinking about fucking Sara 
tonight had my brain reeling. My cock was still stiff, 
so I pulled it out and began to jerk off right there in 
the living-room. Unfortunately, I was only halfway 
there when I heard Mom's key in the door. I pulled up 
my pants and flicked on the TV, pretending I had been 
home for hours. 

"Hi, Mom!" I said cheerfully, trying to hide the bulge 
in my pants with a cushion in case she saw. 

"Sorry I was so late," Mom said as she came in. "I did 
some shopping at the mall on my way home." 

She started to put things away, moving around the 
kitchen and chatting in a friendly sort of way. I 
hardly took any notice, until I turned 'round and saw 
her bending over, putting something in the cupboard. 
Mom was wearing a skimpy pair of shorts that showed 
every outline of her crotch. I couldn't keep my eyes 
off her ass. Why hadn't I noticed before how cute and 
sexy my own mom's ass was? Maybe fucking Sara had 
something to do with it. 

"Did you find something to occupy yourself with while I 
was away, dear?" Mom asked over her shoulder. Her ass 
was still in the air. 

"Yeah," I answered, squeezing my half-hard prick 
through the front of my pants. "I met a new friend and 
we had a ball, Mom." 

I grinned to myself at the joke, then got up off the 
couch and stepped up behind my mom. I put my hand on 
her ass and kissed her neck. She smelled good. 

"Need a hand, Mom?" I asked, pretending to be helpful. 
Mom straightened up and turned around. 

"No, all finished, honey," she said, giving me a peck 
on the cheek. 

As she did so, Mom's tits pressed against my chest, and 
I felt her warmth. After what had happened tonight with 
Sara, I had the urge to pull Mom against me and run my 
hands over her luscious tits and ass, but something 
stopped me, and by the time I could think straight 
again, she was gone, heading down the hallway saying 
something about taking a shower. I returned to the sofa 
and tried to watch TV, but my mind was still on my 
mother's cute, sexy little ass. 

When Mom came out of the shower, I pretended not to 
notice the powder-blue nightie she was almost wearing. 
My cock jumped a mile. I grabbed the cushion again just 
before Mom bent over the sofa to give me a kiss 
goodnight. Her lips tasted of mint, and once again, I 
resisted the urge to do something un-son-like. 

"'Night Mom," I said, hoping she wouldn't notice the 
way I was covering the huge bulge in my crotch. She 
said goodnight and headed off down the hallway to her 

About a half-an-hour later, I decided to hit the sack 
myself. I showered quickly, and headed down the hall. 
Mom's light was still on, so I crept up to her door. I 
don't know what I expected to see, but the thought of 
my mom lying there in that filmy blue nightie of hers 
had my pulse racing. As I got closer, I could see that 
the light was coming from her bedside lamp. Mom was 
asleep, the unfinished book she'd been reading lay 
limply in her hand. 

Wearing only a towel, I crept into Mom's room. My heart 
was pounding in my chest as I gazed down at her 
reclining form. I didn't know what the hell I was doing 
there. All I knew was that my mom's body was suddenly 
making my prick do loop-de-loop. I moved closer. 

Mom was lying on her left side, facing me, her back to 
the wall, her coltish limbs thrown out every which way. 
The covers were in a turmoil and her long blonde hair 
was strewn all over the pillow. As I looked on, her 
chest rose and fell with the healthy regularity of deep 

Too bad I couldn't see her tits. The sheet happened to 
lie such that it strategically shielded them from my 
view, but I could still detect their large delectable 
presence underneath. I was luckier with certain other 
parts of her body, though. One long leg was entirely 
exposed, being covered only at the very top of her 
creamy thigh. A few more inches and I would have been 
treated to a choice view of my mom's crotch. 

I sat down carefully on the edge of the bed, my cock 
poking out from underneath the towel as I did so. Mom 
moved as I sat down, and it frightened the shit out of 
me. I stood up and stepped quickly back, starting to 
leave the room until I realized it was nothing more 
than a random shifting of position. Mom was still 
deeply asleep, I noted with a sigh of relief. 

Testing her, I slowly lowered myself to the bed again 
and sat beside her. No reaction. I sat heavily with all 
my weight, even bouncing a couple of times. Her only 
motion was the natural swaying of her body caused by 
the movement of the bed. In a quiet voice I said, "Mom? 
You awake?" Still nothing. 

With anticipation nervously mounting, I swung my feet 
onto the bed and lay beside her. My weight caused her 
body to slide slightly toward me, but still no sign of 
wakefulness from my sleeping mother. The slight 
movement caused her legs to fall open a trifle, making 
her unconscious pose even more sensual and suggestive 
than before, but she evidently remained sound asleep. I 
raised trembling fingers to her half-covered form and 
pulled the sheets back, hoping it wouldn't wake her. 

My cock was all the way stiff now, and as I considered 
the wonderful possibilities confronting me, it began to 
throb. I reached out and touched Mom's ass, feeling the 
heat of her skin through the silky fabric of her 
panties. My cock twitched, and I edged closer. 

Just as I was extending my hand toward her tits, she 
suddenly moved! I jerked my hand away and was halfway 
off the bed before I realized it had only been a sleepy 
shifting of position. Mom was still fast asleep. I 
wiped my face of sweat and lay down again beside her. 
Her movement had changed her position to my advantage. 

Now she lay more on her back than her side, one slim 
knee up in the air and the upper part of her chest 
exposed well below the collar bone. Shit! A few more 
inches and I could see her tits. I was getting so 
excited now that I was becoming bolder by the second. 

Impetuously I jerked the covers off her entire body. 
Mom didn't move. I waited a few seconds to see what 
would happen, but nothing did, so I reached right out 
and cupped one of Mom's firm tits. It felt warm and 
soft in my palm, the nipple hardening as I squeezed her 
fullness gently. 

God, I couldn't believe I was doing this... lying on my 
mother's bed with only a towel wrapped round me, with 
my hand on her tit. Mom's hand moved up and covered 
mine. I looked at her face, but she was still asleep. I 
didn't dare remove my hand now. 

I suddenly got scared again that she'd wake up any 
second. Then I noticed the glass of water and bottle of 
pills on her bedside table. Mom sometimes couldn't get 
to sleep after a hard day, so she took these sleeping 
pills to get a good night's rest. 

Knowing that, I became bolder now, and slid my other 
hand down between Mom's legs, to rub her cunt. She sort 
of sighed and opened her legs a bit more, giving me 
better access to her pussy. Oh jesus, was she ever hot 
down there! I could feel the damp heat searing my 
fingers as I probed Mom's cunt-mound through the silky 
fabric of her panties. She moaned again, louder this 
time, but her eyes remained closed. 

Mom must have been able to feel what I was doing, even 
in her drugged sleep, because she began little upwards 
movements of her hips, pressing her pussy into my hand 
and squirming her hot little ass around on the bed. 

My cock demanded immediate attention. But rather than 
rub it myself, I decided to let Mom do it for me. 
Grabbing her hand I placed it under the towel on my 
rock-hard prick. Her cool fingers wrapped around it 
instinctively and I felt her grip my rod tightly. Mom 
sure knew how to handle a cock, I thought, even in her 
sleep! I slid my fingers inside Mom's moist panties and 
delved into her cunt, not really caring now if she woke 
up or not. She squirmed a bit and gripped my prick real 
hard. My fingers in her cunt must have been really 
getting to her. 

Mom's cunt-slit felt real wet and slippery. I found her 
clit and rubbed it just like I had Sara's. Her pussy 
juice soaked my fingers and ran down between the cheeks 
of her ass. My Mom has a nice ass, small and compact, 
and real firm from playing racquet ball. 

I cupped her ass cheeks and spread some of her cunt-
juice over them, loving the feel of her tight slippery 
ass-flesh sliding sensuously under my palm. Mom's 
panties were saturated, so I decided to remove them. 
Besides, I really wanted to see her cunt naked. 
Skinning her panties down, I rolled them down her long 
sleek thighs, pulled them off over her ankles and 
tossed them onto the floor. I pulled off my towel at 
the same time and got between Mom's legs. 

Jesus what a beautiful sight! My mom's twat was cute, 
real cute. Smaller than Sara's but just as juicy 
looking, and covered with a light fuzz of curly blonde 
hair. I pulled Mom's legs wider apart and stared at her 
cunt. Her cunt-lips were barely parted. I inserted a 
finger and watched as they flowered open to admit it. 
Mom moaned. 

I inserted another finger, this time wiggling them both 
around a bit. Mom raised her hips slightly and moaned 
again. A little trickle of juice began to flow out 
around my fingers. I stooped to lick it up, letting the 
heady aroma of Mom's cunt fill my nostrils. Jesus, she 
tasted good! I had to have more of that! 

Holding her legs wide apart with both hands, I lowered 
my face to Mom's cunt. Juice was oozing from the slit. 
I opened my mouth and stuck out my tongue, licking the 
creamy liquid into my mouth. It tasted delicious, not 
as strong as Sara's gamey cunt, and a little more 
salty... just right. 

I dug my tongue in deeper and was rewarded with another 
gush of nectar from Mom's gooey honey pot. Sucking 
noisily I lapped it all up and thrust my tongue deep 
into Mom's hole, feeling her cunt squeeze and contract 
around it. My lips found her clit and I sucked it into 
my mouth, flicking the tiny little bud to erection with 
my tongue. 

In the back of my mind I kept thinking, this has gotta 
be a fuckin' dream, but the smell, the taste and the 
feel of Mom's slippery cunt on my face told me 
different. My cock was digging painfully into the bed, 
so I moved a little to relieve the pressure, keeping my 
mouth glued to Mom's dripping cunt. I could hear her 
moaning above me, her hips giving little jerky 
movements from time to time, especially when I sucked 
her clit. Then suddenly, I froze. 

"Ummmm, B-Billy? Wh-what are you... ohhhh!" she moaned. 

I looked up from her crotch and saw Mom looking down at 
me with glazed, half-opened eyes. I looked back at her, 
her juices glistening on my mouth and chin, not knowing 
what to say for a second. Then, as I noticed the dazed 
look on her face I had an idea. 

"It's okay, Mom, it's only a dream, just lie back and 
enjoy it." 

Mom looked like she wasn't really seeing me, her eyes 
all glassy and vague. 

"Mmmmmmm, yeah, a dream... okay... mmmmm, good...umm, 
feels so good," she muttered, pushing my head back into 
her neglected hole. 

I resumed sucking her twat with vigour, really going 
for it. Knowing that Mom was half awake and enjoying it 
too, made sucking her gorgeous cunt all the more 

Mom was moaning almost continuously now, a soft, 
mewling sound of pleasure. Her pelvis moved languidly, 
up and down, in circles, as if it were not a part of 
her. I pushed my tongue into her tight cunt-hole, 
extending it to the maximum, then ran it in and out, 
feverishly, mimicking the action my cock was throbbing 
and aching so much for. Then, as if in answer to my 
prayers, Mom muttered the magic words. 

"Ummmmm, n-nice... but, I... uhhhh, I n-need a cock. 
It's beeeen soo lonnnng!" she groaned. "Fuck me! Ooooh, 
please fuck me!" 

That was it. I couldn't take it any more, my prick was 
so hard I thought it was gonna burst, and after what 
Mom just said, I knew what I had to do... she wanted it 
too, she just said so... I had to fuck her! I pulled my 
mouth from her cunt and crouched between her legs, my 
cock only inches from her gaping pussy, the very hole 
that had given me life. Her eyes were glazed but I 
recognized the look on her face, it was lust, deep down 
she wanted me too. I grabbed her hand and put it on my 

"Put it in for me, Mom," I husked. "Put my cock in your 
cunt and let me fuck you!" 

Mom groaned and gripped my prick hard. She must have 
been on autopilot or something, 'cause without the 
slightest hesitation, she positioned my cockhead 
between the lips of her pussy and pushed it in. She was 
still half asleep as my cock entered her cunt. She 
moaned a bit, more in pleasure than anything, then 
began moving her hips. 

"Fuck me!" she muttered. "Mmmmm, fuck me, please. I 
need your big cock." 

I looked down at Mom's face, watching her dreamy 
expression as I fucked her. I was sure she knew who was 
fucking her, because she had called out my name 
earlier, but I had to be sure. 

"Mom?" I whimpered. Her eyes tried to focus on my face 
as she moaned a reply. 


I thrust my cock into her tight, steamy wetness a 
little harder. 

"Do you like that, Mom?" I asked. 

She tossed her head from side to side in ecstasy. 

"Mmmmmm, y-yes, uhhhhh, yessssss... so nice!" 

"Do you know who's fucking you, Mom?" 

"Mmmmmmmmmmmm," she replied sleepily. 

"Who, Mom?" I growled. "Who's fucking you?" 

"Uhhh! Ummmm, y-you are Billy," came the reply I wanted 
to hear. "You are, baby!" 

"Do you like me fucking you, Mom?" I asked, but the 
answer was obvious. 

"Ohhhh, yeahhhh! You feel so gooo... uhhhh, baby! So 
damn good! Harder! Mmmmmmm, do it h-harder!" 

I slammed my cock into my mom's cunt, fucking her 
deeply, pleasuring us both. Her cunt was very tight. 
She was obviously no virgin, but her pussy hadn't been 
used much since Dad left. Sure, there had been a few 
guys hanging around, hoping to get Mom in the sack, but 
having me around sort of spoilt Mom's sex life. Now, I 
was making up for it. 

Her cunt-walls grasped my cock as I reamed her out, 
pounding my way into Mom's deepest, darkest recesses. 
Her legs came up and wrapped around my back, her arms 
encircled my neck, and her mouth pressed against mine, 
open, wet, and loving. I wondered if she was awake or 
if she still thought she was dreaming, I couldn't tell. 
All I knew was that my mom was one hell of a hot fuck! 

I varied my strokes, knowing how Sara had enjoyed that. 
Withdrawing about half a cock length, I plunged it back 
to the hilt in one sharp thrust. Mom gasped into my 
mouth and drove her tongue down my throat, imitating 
the action of my cock below. Then, I started a slower 
rhythmic motion, pushing my cock in and out, twisting 
my pelvis... reaming, withdrawing, thrusting. 

Mom took up the rhythm, matching me stroke for stroke. 
She was breathing hard and fast, and I was beginning to 
gasp and pant. She started moaning and mewling with 
soft little squeals. The whole lower portion of her 
body thrashed about and her legs pulled tighter and 
tighter around me. Her arms clenched tightly around my 
neck and her tongue was like a wild animal working in 
my mouth. Dreaming or awake, Mom was in a sexual 
frenzy, and it was pulling me to the feverish edge of 
my own climax. 

I tried to hold back, and it seemed to work. We fucked 
for a few more minutes, Mom was getting hotter by the 
second. Then, when I felt Mom shudder and her cunt 
tightened around my cock, I let myself go, fucking her 
for all I was worth. Mom came and came and came. 

The contractions of her cunt made it feel as if the 
walls of her pussy were sucking my cock. Her pelvic 
muscles spasmed and shuddered, and each small 
convulsive movement transferred to my sliding, 
thrusting cock. Suddenly, my cock jerked, and great 
gobs of juice jetted out, making her pussy even wetter. 

"Yes! Oh, yes! Give it to me, Billy!" Mom gasped, 
loudly. "Give it all to me!" 

My orgasm went on and on, and come still spurted out. 
Gradually, I came down to just the small, feeble 
spurts. Then, just the warmth of my cock soaking in our 
combined juices. I collapsed on Mom, unable to stir, 
feeling as though I was turned inside-out from the 
massive orgasmic surge. We were both panting, gasping 
for breath. Slowly, we came back to earth, and I rolled 
off her and we lay side by side, holding each other, 
fondling, caressing, murmuring. 

I must have drifted off into a deep sleep, because the 
next thing I knew, it was morning. Light was streaming 
in my Mom's bedroom window and I was lying naked on the 
bed beside her. The events of the night before flooded 

First came the pleasurable memories of our sex 
together, then, as I looked across at her peacefully 
sleeping form, I was overcome with guilt. Suddenly I 
was scared. What was I going to do? What was I going to 

Mom stirred, and her arm flopped over my chest. I 
looked at it like it was some sort of snake. I was 
about to try and slide out from underneath it when Mom 
woke up. 

"Billy?" she murmured, looking at me through sleepy 
eyes. "What's wrong, honey? What are you doing in my 

Her voice trailed off when she noticed I was stark 


Pulling her hand pulled off my chest like it had been 
scalded, Mom sat up and just looked at me, her eyes 
wild, speechless. 

"Calm down, Mom!" I said, but I made no move to cover 

Mom was staring between my legs. I looked down. As 
usual, I had woken with a hard-on, and Mom's eyes were 
fixed on my rock-hard cock. I shrugged and smiled 
stupidly. Mom hit the roof! 

"What the hell do you think you're doing, young man?" 
she yelled. "Christ, Billy you're in my bed with no 
clothes on!" 

"Easy, Mom," I said. "Don't you remember, anything 
about last night?" 

Mom looked at me strangely, then blushed a deep 
crimson. She shook her head. "No... no, this can't be 
happening!" she gasped. "That was only a..." 

"Only a what, Mom?" I asked. 

Mom was still staring at my stiff cock. "Jeeeesus! It 
wasn't a dream, was it?" 

"No, Mom," I smiled. I edged closer, but Mom moved 

"Shit, Billy! You really fucked me!" she cried. "Jesus 
Christ, what are we gonna do now?" Mom looked totally 

"What do you mean Mom? Didn't you enjoy it? It sure 
felt like you did," I said. 

"Yes... I mean, No! Shit! I don't know!" said Mom. She 
was confused. I moved closer and touched her arm. 

"Mom, I still love you," I said. "Even more after what 
we did. Don't you feel it too?" 

She fell into my arms sobbing. "Ohhhh, Billy, I don't 
know what I feel." 

Mom's tits pressed into my chest making my cock twitch 
against her leg. When she didn't pull away, I guided 
her hand down to my throbbing prick. Her fingers curled 
around it, hefting my turgid length in her hand. 

"Oh Billy," she murmured, "We can't." 

"We already have, Mom!" I whimpered, and covered her 
mouth with mine. 

As the kiss got hotter, Mom broke away. "No, Billy, 
this is wrong!" she whispered hoarsely. She said it 
without real conviction, so I placed a hand on her 
right tit, and began fondling her through the silky 
material of her nightie. 

"It's natural, Mom," I said. "You're female... I'm 
male, and we both need it. Let's just go with the 

Mom's fingers felt so good around my cock. I scooted 
closer. "But Billy, you're my son," said Mom, her voice 
almost a moan. 

"I know, Mom, but that makes it better, we both love 
each other already, right?" 

That did it. With a groan of surrender, Mom threw her 
arms around my neck and kissed me passionately. 

"I want to fuck you again, Mom," I said, breathing 
hotly into her mouth. My fingers caressed her pussy, 
and she gasped. 

"Ohhhh, Billy, we shouldn't be doing this, honey. It 
could get out of hand." 

"Not out of my hand it won't," I grinned, giving her 
pussy a meaningful squeeze. Mom giggled. 

"That's not what I meant, baby," she moaned. 

I slipped a finger into Mom's pussy and found that 
despite all her objections, she was exceedingly wet 
down there. I bent my head to her tits, but her nightie 
was in the way. 

"Take it off, Mom! I want to see you naked." 

"Okay, hon," she said, lifting the tiny, transparent 
garment over her head. 

I pressed my face into her tits, wallowing in my 
mother's soft, fragrant titty-flesh. She moaned and 
resumed stroking my cock as I sucked her breasts. Mom's 
tits tasted good. They were high, full and quite firm. 
Her nipples were long and hard. I sucked them and they 
seemed to swell in my mouth. Mom was making gurgling 
sounds by this time, holding my mouth tight on her tit. 
I sucked wetly, fondling her other tit. One of her 
hands went back to my cock. 

"Oh, Billy!" she whimpered, wrapping her fingers once 
again around my throbbing manhood. "Oooooh, baby, 
you're so big! Mmmmmmm, and so very hard!" 

I let my free hand drop to Mom's cunt. It was so juicy, 
so hot. I slid two fingers inside and rubbed the top of 
her mound with my thumb. Mom almost hit the roof! 

"Uuuuuh! Fuck!, that feels fantastic, honey!" she 
groaned, pulling frantically on my cock. I couldn't 
wait any longer. 

"Lie back, Mom," I panted. "I have to fuck you, now!" 

"Oooh Billy! I don't... I mean, I need... Oh Jesus! 
What am I doing?!" 

Mom fell backwards, and flung her long legs wide apart, 
her hands reaching out for me as I scrambled between 
her open thighs. I took a moment to look at her naked, 
blonde cunt. It was so much more beautiful in the light 
of day. Her clit poked out at the top, vibrating with 
hardness like the tip of a tiny little cock. Her slit 
was so wet it glistened, with her cunt-dew. For a long 
breathless moment we stared at each other, me at my 
mother's wet cunt, and she at my stiff cock. 

"Mom, I gotta fuck you!" I gasped. 

"Oh, Billy... yes! Do it! Fuck me, baby! Fuck me! 

I fell across her body, my cock rubbing up along one 
thigh. Mom grabbed my prick and guided it into her 
cunt, just as she'd done last night. Except this time 
she wasn't drugged and half asleep... this time she was 
wide awake, and begging for it!!! 

"Oh, baby!" she wailed, feeling my prick slide in deep. 

I began to hump my ass up and down, fucking my cock 
into Mom's hot, slippery cunt as fast as I could. She 
made a gurgling sound, holding me by the hips as I 
fucked her, straining her own hips up at me, her thighs 
slapping against mine. My rapid thrusts seemed to drive 
her breath away, the sudden friction bringing mewling 
cries of lust from deep in her throat. 

"Oh god! Fuck me! YES! fuck me like that! Oh, harder, 
baby! Fuck me harder!" 

Mom's words excited me, driving me on, and I began 
pounding my cock into her tight cunt with all the 
strength I had. Mom bent her knees and arched upwards, 
trying to get more of my cock into her hairy cunt. She 
was whimpering and clutching me tightly, her ass 
starting to whip around on the bed now. The wild 
plunging of my cock soon had her grinding her cunt up 
at me like crazy. 

"Let me!" she panted. "Let mother do it!" 

Somehow I managed to slow down and hold my hips still 
as Mom took over. She braced herself with her feet on 
the bed and then began to jerk her ass up and down, her 
cunt sliding on my cock with soft, hot wetness. Mom 
moaned and whimpered beneath me as her hips bucked and 
twisted, grinding frantically on my deeply imbedded 

"Ohh, you're going to make me come already!" she 
wailed. "It's too soon! Oh, it's so fast, Billy!" 

I fucked her as hard as I could, my balls slapping 
noisily against my mom's steamy, sweating ass. 

"Billy! Ooooooohhh! Billy! FUCK ME!" she squealed. 

I felt the contractions of her cunt around my cock... 
clutching... squeezing... sucking at my prick with each 
exquisite convulsion. Mom was coming in wave after wave 
of fierce, burning ecstatic spasms. She kept grinding 
on my cock, not wanting it to stop. But slowly her ass 
slumped, her legs falling slack. Mom's hands slid from 
my ass to her sides, and her breathing came hot and 
heavy. I kept my cock in place, enjoying the ripples of 
pleasure that caressed me from tip to balls. Mom gazed 
up at me dreamily, and I looked with satisfaction into 
her radiant, glowing face. 

"Mmmmmmm, Billy, what did you do to me? I came so 
quick!" she panted. 

"I fucked you, Mom," I answered. My cock was still 
rock-hard inside her trembling belly. 

"Jesus! I'll say you did,," Mom moaned. "You fucked me 
silly, baby." 

I moved my hips suggestively. "Wanna get fucked again, 

She looked up at me in wonderment. "You mean it?" 

I nodded, and Mom wiggled her hips with pleasure. She 
pulled my face down to hers and mashed her mouth onto 
mine. We kissed fiercely, our lips meshed, our tongues 
lashing. I pushed hard into Mom's cunt again, making 
her moan into my mouth. 

"Roll over, Mom," I whimpered, pulling my cock from her 
cunt. "I wanna do you from behind." 

Grinning lewdly, Mom rolled over onto her stomach, 
lifting her compact little butt into the air in front 
of me. I gazed at her up-thrust ass. Her puckered 
little asshole was visible, and I longed to fuck it, 
but I didn't know how she'd react to that just yet, so 
I concentrated on her cunt. 

Her deliciously obscene position gave me an excellent 
view of her pussy, and Mom knew it. She was waggling 
her naked charms to and fro like a whore, knowing full 
well how excited I was. The puffy lips of Mom's cunt 
were very wet, her pussy hair beaded and glistening 
with dripping fuck-juices, as I moved behind her. 

"Now, Billy," she whimpered. "Do it again. Fuck me 

Mom obviously wanted it real bad, so I scrambled up 
behind her and shoved my cock into her cunt-hole, 
staring as the bulbous head parted and spread her soft 
pussy-lips. Then, grabbing her slender hips, I lunged 
right in, burying my cock up to the balls again in 
Mom's delicious cunt. She let out a husky groan at the 
sudden, deep penetration and turned her head to look at 
me, her eyes glazed over with passion. 

"Ohhhhhh Billy, yes, yes! Fuck Momma with that big hard 
cock, baby!" 

Holding her hips, I fucked my cock in and out, watching 
Mom's cunt-lips grip it. Each thrust of my cock made 
her asshole crinkle tightly. I dug my fingers into my 
mother's flesh, and began fucking her with wild in-and-
out lunges. Mom began to moan and squeal, her eyes shut 
tight as she dug her fingers into the bed, twisting her 
uplifted ass about lewdly. 

"Your cock! Oooooh, Billy, your cock is so hard!" she 
gasped. "Your cock is so hard and it goes in so deep! 
Oooh, baby, baby! Fuck me! Fuck mother! Ahhh, I've 
never felt it so good before! Oh, yes, honey! Fuck me!" 

I was grunting, banging into her with short, hard fuck-
thrusts. Each rough lunge of my cock caused her nipples 
to rub against the sheets. Mom arched her ass as high 
as she could, her knees parted, shoving her cunt back 
onto my cock like a whore. She was a whore alright... 
my personal whore! 

Mom was moaning and whimpering like she was about to 
explode with ecstasy. Feeling a scream building, she 
stuffed her hand into her mouth, her cunt was working 
incessantly on my cock, squeezing it with her tight, 
hot cunt-walls. I could feel my balls smash against her 
ass as she strained to get my prick as deep as she 
could inside of her. 

"Mom, you're gonna come again!" I panted. "I can feel 
it! Your cunt is gripping my cock like a vice... you're 
gonna come again!" 

"Oh, yeah, I am!" she sobbed, shaking her naked ass 
lewdly. "I'm gonna to come again! Billy. Ooooohh, baby! 
Mommy's cunt is burning up! Fuck me, lover! Fuck 
mother's cunt hard!" 

I fucked in a frenzy, leaning across her back, my hands 
now gripping her tits tightly. Mom cried out and 
strained as hard as she could onto my cock. Her clit 
bulged and throbbed, her hairy cunt-lips clinging to 
the shaft of my prick. 

"Ohhhh, Mom!" I yelped. 

"Come, Billy!" Mom sobbed. "You have to come, baby!" 

"You too, Mom!" 

"Unnnghhhhhhh, yes!" 

My body stiffened and I threw my head back, my eyes 
tightly closed. I pulled hard on her hips, cramming my 
cock as far into Mom's cunt as I could. Mom pushed her 
ass back at me with all her strength, her breath coming 
in sharp, throaty gasps and her eyes bulging. 

"Cum in my cunt!" she screamed. "Billy, cum in my hot 
fuckin' cunt!" 

I was struggling to breathe, my fingers pulling at her 
tits. My balls were painfully tight. Then, suddenly I 
was spewing hot cum deep up into my mother's convulsing 
fuck-hole, coming up her quivering cunt with gushing 

Mom screamed again, her cunt filling with my cock-cream 
as we both came in spasms that sent tremors up and down 
our naked bodies. Mom was sobbing with rapture, 
grinding her naked ass wantonly as I continued to spurt 
hot jism over and over into her receptive cunt. 

The squeezing of her pussy made I feel as if it were 
sucking my cock, drawing the fuck-juice out of my 
balls. I grunted and yelped against the smooth, sweaty 
skin of my mother's ass, fucking her deeply throughout 
her orgasm and mine. 

The insides of both our thighs were slippery where warm 
fuck-slime had oozed from Mom's cunt. Her asshole 
seemed to crinkle gently, and her clit grazing slowing 
up and down the shaft of my cock was the most wonderful 

I pulled my cock from Mom's slippery cunt and rolled 
onto my back, still panting. 

Mom hugged me tightly and we held each other close for 
a long, long time. 

"Are we gonna do this on a regular basis now, Mom?" I 
asked, gently stroking her puffy, leaking cunt-hole. 

"Ummmm, mmmmm! I hope so baby!" Mom replied gripping my 
sticky cock with both hands. "After what you just did, 
son, I don't think I could live without it!" 

Well, as it turned out, Mom didn't have to... and 
neither did Sara, I still deliver HER groceries 

Now all I gotta do is find a way to get them together. 

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