37 comments/ 271777 views/ 94 favorites A Mother Loves Her Son By: aleph9410 I was eighteen and living with my mother. Dad had died in an army accident when I was eight. Mom had mourned his loss, but was determined to move on. The benefits she received allowed us to live in a little house with a little extra spending money thanks to a part-time job she held at a law-firm as a legal librarian. I hadn't really known my dad that well, but mom would tell me from time to time how he was "a good man", and that she wanted to make sure I grew up to be a good man too. My my mom is a pretty lady. She was a fidgeter, always busy doing something, and as I grew up she did her best to be both father and mother for me. We played catch, swam, ran, fished; she did everything she thought my dad would have done to teach me about being a man. Through the years, as she tooke me to scout meetings, ballgames and all, she was open with me, we were friends, but she never let me forget that we were parent and child. As I grew up I became concious of how well developed my mother was. She talked to me of sex when puberty hit and she noticed my morning wood, suggested I go to boxers after talking with one of her brothers. She showed me a few pictures, talked about masturbation, and did as she had always done, helping me cope through life, acting as mother and father. When I actually started masturbating, she told me about lubrication and the next day there was a tube of KY on my bed table. Mom was thirty-eight, and a very good looking thirty-eight. She was still fit with just a few laugh lines. She dated from time to time, but just hadn't found anyone to stick to. I once worked up the courage to ask her if she had sex when she dated and she smiled, "Sometimes," she said, then ruffled my hair, "but, in the future, that's an innappropriate question, so please don't ask again," and that was the end of it. I had met Josephine the first day of school this year and we hit it off at once. She was beautiful, soft, and shy, with long flowing hair that framed her face and bright green eyes and full lips. She liked being around me because I made her laugh. I liked being around her for a lot of reasons, but it was my cock that was putting up most of the votes. When I was around her it'd come to attention in nothing flat, quickly going from flacid to flint, often to my discomfort and embarrasment. I could tell when she walked into a room because my cock would get stiff, raising the flag just for her. We shared our last class, English, which was normally my best subject, but it was hard to concentrate when she sat next to me. It didn't take long for us to go from friends to holding hands to making out. It was good at first, the occasional chance to fondle her firm tits through her blouse, her tongue probing gently past my lips, mine dancing with hers. We would hold each other tightly and kiss, her hands on my head, then my shoulders, going down my back and pulling me closer, hot skin radiating through our clothes. But when I would grow a little bolder, my hand slipping down her back to grab the firm globe of her ass through her skirt, she would break off quickly, looking flustered. At first I figured I had pushed too far. I didn't want to scare her, so I just slowed it down to a nuzzle or two. I took her home, and as she got out of the car she looked at me wistfully, "I'm sorry, Robert," she said, almost whispering. "Don't worry about it," I said, doing my best to look like I meant it. Once I got home, Mom was still at work, so I went upstairs, pulled out the KY from the drawer, and jerked off, thinking of the feel of Josephine, her smell, her heat. I came in no time, thick spurts spouting from my cock and landing warm and liquid on my hand. I wiped up the mess, but I was still hard, so I did it again, my hand gliding up and down the long shaft. It took longer, but all I had to do was think of her lips, her face, her body, and soon I was cumming again. This happened a few more times, each time she would seem a little more adventurous in her kisses, one time moaning as my hand slid under her shirt and touched the soft smooth flesh of her tits, but any time I wenth further south she would pull away, looking nervous, flustered, whispering apologies that were harder to accept each time they were given. One time I came home frustrated, slamming the door to the garage. I heard my mom call out to me, "Robert?" I didn't say anything, and was headed for the stairway when she came out of the den, "Robert, did you hear me?" She was wearing a soft blue chambry shirt, her hair done up and tied under a head rag, wearing blue jean cut-offs, her cleaning clothes, she called them. I hardly noticed them. "No ma'am," I lied, and started up the stairs. "Robert, turn around." It wasn't a request, it was a command. I turned around and hunched forward over the stairrail, doing my best to hide my raging boner. Mom took a careful look at me, then walked forward, "Are you okay?" she put her hand on mine. I shrugged, "Yeah, I just don't want to talk about it now," I stayed hunched, but I've got a good solid cock and when it's loaded and ready it's hard to hide. Mom looked me over carefully, her hand coming to my face,"Go on, then." She rustled my hair, "We'll talk later." I ran up the stairs and closed the door hard. Mom would have come up and talked if I had slammed it. I lay down on the bed and just stared at the ceiling for a moment. I wanted to shout, I wanted to cry. I reached down to take off my pants and when I looked down I noticed the dark spot at my bulging crotch! Jesus! There was no way to hide it, and I was sure mom had seen it! I pulled my pants down and kicked them across the room, underwear and all, then lay back down, sighed, and pulled out the KY. My cock was hard as a rock. Josephine had that type of effect on me, and I wanted to touch her and wanted her to touch me; my hand soon fell into a steady rhythm stroking my meat. I had so much pre-cum on my cock I hardly had to add any jelly, and as I stroked I thought about Josephine's tits, peeking out of her blouse, her nipples hard and pointed, her lips brushing my neck. I thought about what it would be like to pull her blouse off and run my hands down her smooth stomach, slowly reach under her panties and place my hands on her moist pussy. She would reach over, unzip my pants, and pull my rock-hard cock out, look up at me, and smile. Then I was cumming, my head rocking back and forth as my cock fountained milky white cum. It was the hardest I'd cum, and I looked up to see my door open and my mother standing at the door. For a moment she stared at me, her eyes focusing on my cock as the last of my cum dribbled down the tip and to my balls. She took a deep breath, then looked me in the eye, "I'm sorry." Pause, "I knocked." She closed the door, "Come downstairs after you've cleaned up please." I figured I was in a world of trouble. I cleaned up, put another pair of jeans on, and went downstairs. I could feel myself blushing. Mom was sitting on the couch, still in her cleaning clothes. She had a can of soda and there was another, opened, sitting on table near the other end of the couch. She didn't look angry or mad, just concerned. I sat down and picked up the can and took a long draw from it, still feeling the heat of my blush. "First, I wanted to say again that I'm sorry," she set the soda on the table, "I was worried about you, I knocked, you didn't answer, and I went in." I was looking at my knees. "Robert?" she said in that look-at-me voice. I looked at her. "Is it Josephine?" I nodded. "What's wrong, baby?" I took a few deep breaths then opened up, "I don't know, mom. I mean, I like Josephine a lot. She's pretty, she's nice, and she likes me too!" The words started flowing more freely, "But we get to, you know, making out, and she's liking it, and I'm liking it, then all of a sudden I go for her .. butt, and she freaks out." I'd never talked to mom about making out with another girl before, and I waited for a moment for her reproach, but she just looked at me with her blue eyes for a moment, then patted the couch beside her. I sat down beside her, not knowing what else to say or do. She leaned over and hugged me and I noticed she wasn't wearing a bra, which wasn't unusual when she was cleaning. My cock twitched, getting hard again, and I was embarrassed, but there wasn't much I could do. "I think I understand, baby," she caressed her hand across my cheek and felt the heat in my face. Her warm fingers stayed there for a moment before withdrawing. "Why don't you bring her over tomorrow for dinner, let me meet her?" "What for?" I said, still sullen. "You obviuosly care about her, Robert," a smile touched her lips, "Let me talk with her, get to know her," She put her hand on my thigh and I was very conscious that it was close to my cock, "Who knows, I might be able to help." Then she pushed up from the couch and took her soda and went to the kitchen. I watched her walk away, ass swaying ever so gently, and for a moment I wondered what it felt like; to touch her, to feel the skin of her legs, her ass, the wetness of her pussy. "Dinner will be ready in half an hour," she called from the kitchen, and just like that, we were back to being mother and son. --- It didn't take much to get Josephine to come over. I had made the offer lightly and she seemed happy that I was happy. Friday went quickly; mom had me cleaning and vacuuming and insisted my bedroom be straight, usual company/visitor fare. She dressed in a comfortable shirt, again with no bra, and a pair of black colottes and bare feet. "You're beautiful, as always." It was something I said to her from time to time. "And you are handsome as ever," she smiled, "I knew there was a reason I kept you around," She looked at the clock, "Honey, Josephine's going to be here in a few minutes, but I've got some last minute things to get from the store. Play the host, will you?" "Sure," she hugged me and I felt her tits rub against me as she kissed me on the cheek. Until today that had happened a thousand times and I'd never thought of it. She looked me steady in the eye, "Cheer up. You've got a lot to offer a good woman," a teasing smile stole across her lips as she watched me blush, then another kiss and she was out the door. I felt my cock rising again at the thought of her tits and how soft and warm they had felt as they pushed against my chest. I blushed even harder, "Stop that", I said aloud. That's when the doorbell rang. It was Josephine. "Hi!" she said, hugging me close. She had on a white blouse with long puffy sleeves with a woven black leather belt and a blue skirt that flared when she turned. My cock rocketed to attention, already stoked by the memory of my mom's tits. I know she could feel it pressing against her stomach. She kissed me gently and I took her to the den. "I met your mom just before she left. She's nice," like the rest of Josephine, I loved her voice. It took me a moment before I could respond. "Uh, yeah. She's fun." Her blouse showed a nice view of cleavage, and my cock, already at attention, was raging. Josephine noticed my looks and blushed, smiling. She cuddled up to me, her lips inches from mine, her green eyes twinkling in the light of the den, "How long will your mother be gone?" she whispered. I didn't know. I didn't care. "Long enough." She giggled, then our lips met. I knew where my boundaries were, and I enjoyed what I could. Her tongue darted into my mouth, a shy wren. I opened my lips and my tongue sought hers out, playing, teasing, drawing her into my mouth. Her hands were on my chest, rubbing my nipples through my shirt. My hands fondled her tits through the shirt. She didn't need a bra, and she hadn't worn one. When I closed my thumb and finger on her nipple she moaned and unbuttoned the top of her shirt. "Just a peek", she said. A peek! Another button, a third, and then her shirt was open and there were her perfect tits, pointed and perky with stiff crinkly nipples. I reached up with both hands and gently caressed the sides of her soft skin. "That feels so good," she purred. She straddled my cock, her cunt rubbing up against my hardness. She moaned, then leaned forward, her tits at my face. I gently pulled her to me and kissed first one nipple, then the other, my tongue coming out to wash them both. My head was buried in her tits, rubbing the soft skin against my face, cupping one in my hand and sucking at the nipple while I massaged the other, when there was a noise. Josephine froze, "Oh my god!" she said, sitting up. I listened and heard the sound of our cat's self-cleaning litter box motor. She looked at me, gathering her shirt up, and I smiled, "Relax, it's only the cat's litterbox." I rubbed her back and her neck, grinding my cock up into her crotch. It was all she needed, and she let go of the shirt and leaned forward, unbuttoning my shirt. Her hot flesh on mine drove me crazy, and I could feel the waves of heat coming off her as she leaned forward and pressed against me. We'd never got this far before, and as she pressed against me, our crotches grinding together, I ran my hand down her back, over her hips, and firmly planted them on her ass, pulling her forward. You would have sworn that I'd electrocuted her, she pulled back so fast. In just that flash she had changed from sultry woman hot for me to someone who seemed to be ashamed of herself. "What the fuck is wrong, Josephine!" I grabbed at her hand, she wrenched away. "You were practically throwing yourself at me one moment, the next you act like I'm a stranger!" She sat there, apart from me, her hands closing her blouse, and I noticed she was crying. My anger melted away; it's hard to be angry when someone you care for is crying and you don't know why. "What's going on?" came my mother's voice from the doorway of the den. It was calm. We were dead. We both whipped around, a tiny shriek escaping Josephine. In our heat we hadn't heard her come in, hadn't heard her walk to the den. Stand at the door. "Mom, it's" "Mrs. Harlan, I'm" "not what you think" "so sorry so" "we were just" "so sorry so" "playing around!" "sorry!" and then Josephine collapsed, wailing into the pillow of the couch we were sitting on, trying to apologize and all that came out was an anguished cry. "Mom, I'm sorry, it's just ..." Mom put a finger to her lips and shushed me quiet. She went to Josephine and touched her on the shoulder. Josephine jerked at the touch and mom spoke to her softly, "It's okay, baby. It's okay," over and over, slowly stroking Josephine's head and shoulders until Josephine stopped jerking at her touch. I looked at my mom and watched as she calmed my girlfriend down. I had been the focus of that kind of attention more than once, but I'd never seen it used on someone else. When Josephine stopped sobbing my mom placed her hand on her shoulder and gently pulled her up from the couch. Those green eyes were red and fearful, her shoulders trembling, as if waiting for punishment. Josephine's hands tightly gripped her blouse, pulling it tight around her. They stood up, and mom gently hugged her, rocking her a little bit, until Josephine's shoulders relaxed. She let her go, then took her by the hand and sat her across from me on the loveseat. "Sit there dear, I want to talk to both of you." Her voice was calm and soothing. I wasn't exactly prepared for this. She sat up against me, her leg touching mine. "When I came in you two looked like you were ready to go to it right here, then Robert did something that frightened you, didn't he." Josephine nodded. "Was it when he grabbed your ass dear?" Josephine hesitated a moment, then slowly nodded again. I couldn't believe this conversation, but I was also getting a boner again, with Josephine in the room and my mom's firm leg right up against mine. I wanted to do something, squirm, get a pillow, but mom was right there. Mom lay her hand on my thigh as she leaned forward. "Did he hurt you?" Josephine's eyes flew wide, "Oh no, Mrs Harlan, it's nothing like that!" she paused, "It's just ..." My mom waited, her hand still on my thigh, and I felt my cock tenting up my shorts. Josephine's lips quivered, "I went out with a boy three years ago," she said, her voice hoarse with emotion, "and we were making out, and then he had his hands on my ... ass" she said, uncomfortably, " when my mother drove up beside us." She was sobbing again but she carried on. My Mom's hand was close enough to my cock to feel the heat, but she looked at Josephine. "She yelled at me and pulled me out of the car, then yelled at me all night long, and the next day, and," with that, she was crying again. Mom patted my thigh softly, driving me crazy, then got up and held Josephine again, speaking softly to her, calming her down. I was trying to calm down too, but my cock had other ideas and seemed to be ready to last the duration, however long that took. I shifted, then put a pillow on my lap. It was lame, but this just seemed like the wrong time to have a boner. whether my cock thought so or not. Mom eventually calmed her down again, rose up and crossed her arms and took a deep breath. Josephine watched as she came back to me. Mom had a mischeivous smile as she reached down, "I don't think you need that, young man," and snatched the pillow from my lap, exposing my bulging shorts. She sat back down, right up against me, and her hand came down on my crotch, covering my cock. I gasped. So did Josphine. Mom didn't rub it or anything, but her hand wasn't there by accident and she wasn't moving it. She looked across at Josephine, "Now, honey, you seem like a nice girl, and you seem to enjoy Robert's company," She smiled as Josephine nodded her head and kept her eyes glued to the hand on my crotch. "And I know that parenting is difficult, and that your mom loves you and is trying to help you, but I think she went about it wrong." I moaned as Mom's fingers pressed on my hardness through the fabric, gently outlining it. "Mom, stop!" I said, trying to get up. She pushed down with her hand on my crotch, her hand curling around my manhood and pressing me into the couch. "No," she said, holding me down, "I want to talk to Josephine and you." Josephine watched as my Mom's hand stayed on my cock. "Now Josephine, do you know what a cock tease is? Are you a cock tease?" Josephine shook her head. Mom nodded, "I didn't think so. You're a nice girl." Mom's hand felt my cock, sliding up and down it once. "But I don't think you understand what's going on with Robert." And with a quick motion she unzipped my fly, my cock springing out from my pants. I tried to get up again, but Mom wrapped her hand around my cock covered with pre-cum and pushed me down hard again. "Sit there, Robert," she commanded, then looked up at Josephine and smiled. "Are you okay, honey?" Josephine's eyes were on my cock, jutting out a good six inches beyond where my mom's hand grabbed it at the base. Her mouth opened just a bit, and she was rocking back and forth as my mom continued, "Have you ever seen a cock before, Josephine," Mom slid her hand up and down the lenght of my cock. "Unhhh!" I was having trouble taking all of this in, and my cock wasn't helping. Josephine watched, her shirt forgotten, as she slowly nodded, as if dazed. "It gets all hard like this and it needs release, baby," she slid her hand up and down my cock again, then looked at me, smiling, "Right baby?" "Ungh! Uhhh! UhhhnHhhhn!" I was so close to coming the precum was literally dribbling out of my cockhead. "Now Josephine, come here, baby," Mom squeezed my cock once real hard, then she got up and was kneeling in front of me. "Come on, sweetheart." Josephine rose, her shirt still open, but she was looking at my mother and my cock, then she was beside me. "Go ahead and kneel down next to me," Mom said, her hand caressing Josephine's leg while her other hand reached up to caress my cockhead once and smear the pre-cum around the tip. I moaned, rocking my head back and forth. Josephine slowly knelt down next to my mom. Mom caressed her back with her other hand, "Have you ever masturbated, Josephine?" Josephine nodded slowly, licking her lips, as my mother continued to rub her back, her neck. "Good girl," Mom whispered, "So do I." She hugged her, pulling her closer. "Now, I'm willing to bet poor Robert's about to explode. Would you like to help me make him feel better?" Josephine looked at my mother, then back at me. I was breathing hard as I looked down at my girlfriend hesitantly stretch her arm out and cautiously wrapped her fingers around my cock. A Mother Loves Her Son "That's wonderful, baby," she cooed as her hand slithered down to fondle my balls. I was going nuts! "Now slide your hand up and down, slowly. Don't you want to see him cum?" she asked? "Cum," Josephine barely whispered, her green eyes were wide and locked as her hand traveling up and down my ridgid cock. I tried to watch as Josephine's hand ran trembling up and down my shaft, but I couldn't stand it any more. I pushed my hips up, trying to push my cock through the slippery hole of Josephine's fingers wrapped around my cock. "hunhg! Hhhhnn! Unhhh! Cuhh! Cuhh! Cuhmm! HHHaahhh! Cumming!" And with that my cock erupted, sperm flying high in the air like a sprinkler, falling back down in big warm drops on my hips, on Josephine's arms, on my mom's hand. Josephine kept running her hand up and down my super-sensitive cock as I cried out, almost blacking out from the intensity of my orgasm. I kept grunting as Jospehine's hand flew up and down until Mom pulled her hand gently from my cock, "It's really sensitive right after such a big payload," she smiled sweetly at Josephine, who still seemed to be in a trance, "Josephine, baby, are you all right?" Josephine nodded slowly, her eyes on my cock. "I just never thought," she stared at my still-hard cock, "I never thought it would be like that." She blushed and lowered her head, "Momma made it sound ... dirtier." Mom placed her cum-covered hand on Josephine's face, gently touching her chin to lift her head. "Well," she smiled, "that's just a start." She glanced over at my cock, ridgid and jerking with each beat of my heart, "Now here's the gift of a young man, Josephine. I'm willing to bet that if you were to do that another time, Robert wouldn't mind at all," she smiled, "In fact, he might last a little longer this time." "Really?" Josephine looked up at me. I was nodding so forcefully that I was a short measure away from whiplash. She looked at Mom, "Can you show me how to do it? How to make him feel good?" Mom had not apparently expected that. She looked at the young girl, then at me. I did not nod. I wouldn't dare. But she sighed and said, "Sure, honey." Then she unbuttoned her shirt and tossed it to the loveseat. Josephine stared at my mom. I stared at my mom. I stared at her large tear-drop shaped breasts, her dark erect nipples. Mom looked at Josephine and reached over, tugging at her shirt, "You're probably going to want to pull this off, no need to getting more on it than it already has, and we've already seen that Robert has a lot of cum." Josephine nodded and her blouse was soon resting beside Mom's. And there was no shame between either of them. Josephine's breasts were beautiful cones capped by rosebud-pink nipples that jiggled slightly as she turned back around to face me. I couldn't believe this! My mom and my girlfriend giving me a hand job. Mom leaned forward, her hot tits pressed against my knee, "Come closer, Josephine," She tugged on Josephine's arm and soon I had two hot pair of tits pressed against my legs. "Now, you want to start off slowly, and build up." Mom wrapped her hand around the base of my cock, "Robert has a rather large cock, so there's a lot of nerve endings firing there. Be gentle, but be sure to make contact." And with that she started sliding her hand up and down. "Oh Mom! Uhhhnnn!" Her hand continued gliding for a few more strokes, then she removed it. I looked down, a little dissapointed. "Now it's your turn," she whispered, her hand running down Josephine's bare back, caressing her hot skin. Josephine's hand closed upon my meat firmly. She licked her lips as her hand slid up and down my throbbing shaft, "Be gentle dear," Mom said, her hands lightly brushing along Josephine's nipples, bringing a quick intake of breath from the girl with her cock on my hand. I trembled, lurching, my hips rising to meet Josephine's stroke. Mom leaned close to Josephine's ear and whispered, "Now take your other hand and play with his balls, baby," and Josephine listened, her hand gliding up and rubbing my sack, fondling my balls and milking them while her other hand went up and down my cock. "Ask him if he likes it," Mom whispered again, her lips almost brushing Josephine's ear as her hands were gently rubbing Josephine's tits, traveling from one to another. "Uhnnn! Oh!" Josephine said, then she looked up at me, "Do you like it Robert?" She was breathless "Does he like you jerking his cock off?" Mom whispered again, her hand trailing down Josephine's back and then back up. "Do you, Robert?" Josephine moaned, her eyes wide and looking at me. My mom's other hand gently circled one of her nippes and Josephine gasped, "Do you like me jerking your cock off?" "Yes! Yes!" I screamed as her hand went faster along my cock. "I love it!" Both of them talking dirty to me was quickly bringing me to the edge, that and watching Mom urge Josephine on, instructing her. Mom had one of Josephine's nipples between thumb and finger, rubbing them together gently, then she took her hand away from Josephine's soft tit and brought it to the head of my cock, rubbing the dribbling pre-cum from it before going back down to that soft mound and gently rubbing my pre-cum into Josephine's nipple, bringing a moan from her. One hand on Josephine's tits, the other on her back, my mom leaned forward, her tits rubbed gently against Josephine's back. Josephine shivered as my mom whispered to her, "Make him beg us to come." "Do you want to cum, Robert," Josephine said breathily as my Mom's hand travelled over the front of her chest, caressing, rubbing, groping, "Uhgh! Do you?" "Yes!Oh!Yes!Oh!Yes!Please!God!Make!Me!Cum!" I shouted as Mom brought her hand up from Josephine's tits and was now joining in, fondling my balls, stroking my cock, her tits now actively rubbing into my leg. I couldn't stand it. I couldn't hold back any more as I felt a tingling from mys crotch. My balls felt like they were siezing up, and then I felt the rush along my cock. It was like a cum shockwave, the head swelling as Mom and Josephine rubbed it, and then I shot my wad, spurt after spurt of delicious sensation, and then it was even better as I saw Mom direct a spurt of my cum to her mouth. "You can eat it?" Josephine said, her hand still stroking my spurting cock. Mom nodded, swallowing the cum morsel. Josephine pointed my cock at her face to catch some of my sperm and the sight of that caused a super-sized glob of cum to launch from my cock and splatter on her nose all the way down to her chin. Mom laughed, "You seem to have an effect, sweetheart," she said as she helped clean Josephine's face, taking a dollop of cum on her finger and placing it in Josephine's waiting mouth. Josephine closed her eyes and swallowed, "Ummmm! Salty!" she said, opening her eyes and smiling, her hand slowly milking the last bit from my cock. She raised up from her knees, her hand still rubbing me, and leaned forward to kiss me. I moaned, my hands on her tits, kneading them, massaging them, kissing them. Josephine moaned as I ran my tongue around her nipple, then gently sucked her titflesh into my mouth. "Is Robert making you feel good, honey?" "Yessss!" She hissed as I pawed her breast. "Then you should sit down on the couch now. Robert," she reached out and lightly tugged on my arm, "Let her sit down, please." Reluctantly, I released her soft hot globes, now wet with my spit. Josephine sat on the couch across from me, her breasts jiggling with her heavy breathing. "Go ahed and lay back a bit, honey," Mom said as she softly stroked Josephine's leg. My world was a haze of sex as I watched my mother's breasts move and jiggle with her arm movements as she continued to rub Josephine's leg through the blue material of her dress. Her hand was pressed into Josephine's thighs ever so gently, then slowly coming back to the knee. "Now Robert, come over here and kneel beside me," she said, still rubbing. I got up slowly, standing next to my mom, my cock still very stiff. Josephine's hand reached for my cock, but Mom playfully batted it away, "No, Josephine," she playfully scolded, "Robert's had his turn. Now it's yours." My jerking cock was inches away from my mom's face and for a moment it looked like she wanted to reach up for it, but she just licked her lips and patted the floor beside her. "Come on," she said as she turned to Josephine, her other hand now joined with the first, rubbing her legs. Josephine stared at my Mom, her eyes on her tits and then her hands, and then her face, her breasts jiggling as her breathing grew quicker, "I ... I feel so ..." Her face hovered between confusion and lust as Mom's hands started slowly inching the fabric of Josephine's dress up her legs with each upstroke, "So warm." Another inch of fabric, and now her knee was exposed. "Have you ever felt like this before?" Mom asked, her hands now on Josephine's bare knee, rubbing the skin. "Yes," she replied, her shoulders slumping as if she were ashamed. Mom's had slid up under the fabric of the skirt, now bunched around Josephine's thights, and did something with her hands that caused Josephine to inhale quickly, her breath fluttering. "It's nothing to be ashamed of, dear," Mom cooed, her hands slowly coming from under the dress, still pressing aginst Josephine's knee. "It's a wonderful feeling, isn't it?" Her hands traveled up again, and Josephine let out a low lustful moan, "Yes," she breathed huskily, "Oh yes!" My cock was rising again, coming mere inches from Mom's cheek. Mom looked up at me and smiled, "You're incorrigable, dear," she said, "But it's Josephine's turn now, so come down here," Then she turned her attention back to Josephine, rubbing her legs. I knelt beside her, feeling the heat come from her. On a whim I put my hand on her neck and rubbed it slowly, then softly traveled down her back. Her skin was hot and smooth, and I traveled around her waist. "That's nice," Mom whispered, smiling. "Now Josephine, are you okay, honey?" "Mmm Hmmm," she responded, though her eyes were on me now. Her mouth had opened slightly as my cock had gotten harder, and now with me kneeling before her, her eyes were hard and shiney, her breasts rising and falling quickly as my mom's hands traveled up her thighs. Mom had pushed her dress up so that it was bunched around her hips, and I could see her blue satin panties surrounded by soft pale thighs. "Robert, I want you to take over," Mom said, scooting over. Josephine's eyes didn't know where to rest, on Mom's tits, my hands, our faces. She was at once confused and filled with lust. My hands were at Josephine's knee, "Now very slowly I want you to rub your hands up and down Josephine's legs, just like I was doing," As my hands traveled up her thighs she let go with a low throaty moan, "Yes!" she hissed. The heat from her skin was dry, her legs were quivering. Her panties were sopping wet. Mom laid her hand on my back, coaxing me along. Press here, squeeze there. Then she leaned forward, her hot breasts sliding against my skin, and whispered in my ear with her hot breath, "Now very slowly, reach up and put your hand on her sex, son." My cock jumped at the sound of the words, and then my sex-fogged brain finally understood them. My mouth was open as I stroked from knee to thigh, then kept going, until my left hand was on Josephine's crotch. Josephine squealed and my hand shot back. I was afraid I was going to have the same reaction that had happened, earlier, but Mom chuckled, her voice low, "It's okay, Robert, I think it's just that she wasn't expecting it." I was distracted as Mom put her hand on my ass and gently pushed me forward. I looked at Josephine, her eyes were pleading, her chest heaving, and her hands were now digging at her panties, rubbing at the triangle patch of cloth. "Go on," Mom whispered in my ear again, rubbing her tits on my arm, her hand planted firmly on my ass, squeezing it gently. My hand returned, and Josephine moaned loudly, her eyes closed. "Take off her panties, Robert," Mom whispered, her travelling up and down my spine, occasionally resting lightly on my ass. I reached up, slowly, and grabbed the fabric on either side of her hot hips. Everywhere I touched there was heat. Josephine watched, wide-eyed, as I pulled them toward her knees. She needed no encouragement to lift her ass, and I slid her wet panties down her luscious legs, over her knees, and off. Mom took them and tossed them with the growing pile of clothes. The red hairy triangle pointed to a pink slit with a little nub. I put my hand back on her pussy, rubbing it slowly, back and forth. Mom watched for a minute, her hand occasionally falling lower, to grab my balls from behind, then caress the sac and back up my ass. I was moaning with Josephine as Mom's hand left my ass. "Let me show you a few things that will make her feel very, very good," Mom said, her voice low and husky. Somewhere in this her pants had come down and I could see that she was wearing a black thong that streached high over her hips then plunged down to barely cover her shaved pussy. She leaned forward, then looked at me, "Robert, watch." With that she draped over Josephine's leg, her hand snaking up to finally land on Josephine's pussy, which was already glistening. She took my hand off, "Here," she said, snaking a finger through the moist pink slit of Josephine's pussy lips, "they're so plump and wet, Robert," she murmurred as she rubbed up and down. Josephine shrieked again, her hands now at her own breasts, pulling them, playing with them, as Mom rubbed her. Then Mom took her hand away, "Your turn." My hand literally flew to Josephine's pussy, my other hand still rubbing her thigh, my thumb helping to spread her legs a little more. There was no resistance, and I was closer, my cock hard as diamond as I smelled her sex. I slowly rubbed my finger up and down her pussy as Josephine twisted on the couch, her hands pulling at her skirt, pulling at her breasts. I felt my mother's hand wrap deliciously around my cock, "You see that little nub there, right at the tip of your finger?" she said lowly, her hand on my cock squeezing slightly, I grunted and mom smiled, kissing the back of my neck. "That is her clitoris. Now, very slowly, rub your thumb around it while you stroke her pussy lips," to emphasize her point, her hand slid to the head of my cock slowly, gently, then back to the base of the shaft. Josephine screamed with lust as I touched her, "Oh Robert! God! That feels so good! Oh! Oh!Oh!" And Mom guided me, as her hand slid up and down my cock, my fingers flew along the outside of Josephine's pussy. Then her hand released my cock, but I didn't care. Josephine was grinding her crotch into my hand, her wet pussy had my finger sopping, and I was fully between her legs now. I heard moaning beside me and looked over to see Mom's hand snake down between her legs and start rubbing, "Stick it in her, Robert," Mom whispered, her eyes half closed as her hand worked at her crotch, "be careful," she said between breaths that were coming quicker and quicker. I had felt the entryway to her pussy, and when my finger went in Josephine howled with pleasure, one hand taking mine and jamming it up her slit as far as it would go. I slid it in and out and watched her writhe around my hand, her hips pumping toward me, her skirt riding up higher as she grunted in pure sexual frenzy. Mom was starting to moan too, breathing heavy as her hands worked faster at her crotch. I had an idea and moved my right hand to caress Mom's ass, "I have two hands," I said, blushing and worried that it was too much, too hokey, too stupid. MOm shuddered, then licked her lips and smiled, "Why yes you do, baby." She got up, stepping out of the thong as she gracefully turned around and sat next to Josephine, who was breathing so hard by now that you'd swear she was running, her hand still pumping my fingers in and out. On a whim, I added a second finger, which brought another delighted squeal that turned into a raw cry for sex as Josephine fucked herself with my fingers. Mom had spread her legs, and I looked up them to that pink slit surrounded by brown hair. It was different from Josephines, the lips more plump and they glistened. I rubbed my hand up Mom's leg, and was soon rubbing my Mom's slit, my hard cock ready to come just with this action. I leaned foward, my chest rubbing their against their knees as I entered my mom's cunt. She closed her eyes and shuddered, "Oh baby," she whispered, "That's so good." Josephine's breath was coming in ragged gasps. Mom, lying next to Josephine touching from knee to hip, smiled, "Let me help you, honey." she said and her hand reached down to Josephine's pussy, her fingers slowly pulling the pussy lips apart as Josephine yelled wantonly at the touch. I thought about her earlier reaction and rubbed my thumb against Josephine's clit as I quickly joined the one finger ploughing MOm's channel with two, then three. Josephine's reaction was instant and very satisfying. "Ah! Aaah! Ahhhh! Ahhmmm! HMMmmm! Cuhhhhnh! Cuhhhmmmm!" and then there were no words, just one long loud moan as I felt the walls of her pussy grabbing at my fingers. One hand joined mine, rubbing her cunt, rubbing her clit as I felt my hand drenched in her release. The other went to my mother's pussy and Josephine started to rub mom's pussy lips, then found her cunt and stuck a finger in, joining mine. I looked at Mom, who was breathing almost as heavy, "That's! Ohh! Veeeery! Ohhhhhhhhh!" And then my other hand was drenched as Mom looked at me, her eyes wide and a loud moan escaping as she came beside my girlfriend, both of them working their hands at each other while my fingers plunged in and out. "MMMMMMmmmm! Robert, that was wonderful," Mom said, her hand on mine, pulling me away from her pussy. Her other hand disengaged and held Josephine's for a moment before gently placing it on her leg. "Thank you," she smiled at Josephine, her hand gently carressing her face. Josephine's eyes closed at the touch. Both women were sweating, their chests heaving, their tits moving hypnotically. I just stared. A leg grazed my rock-hard cock and Mom smiled, then turned to Josephine, "I think Robert deserves a reward for such fine entertainment. Don't you?" Josephine nodded, her leg also rubbing my cock. Mom slowly got up from the couch. "Lie back on the floor, Robert." I think I fell on the floor. I didn't care. Mom moved to one side of me and motioned to Josephine, "You lay over there." I could have used my pole for a jackhammer, it was so stiff. In a flash Josephine's hand was at my cock and she started to rub it again, but my mom stopped her. "No, dear, I've got something else in mind." She smiled, "Let's get a little bit closer." And in a moment both beautiful faces were bare inches from my pulsing meat. "Can you feel the heat from it, Josephine?" Mom whispered. I could feel her breath. I watched as a drop of precum formed on the head. Josephine nodded, her mouth open and as she looked up the length of my shaft to the pearl of precum on my head, her tongue started to move around her mouth, her lips glistening. Mom smiled, "Go ahead," she whispered, "lick it off." Josephine strained up and kissed the head of my cock, her tongue darting out and licking at the tip. I grunted loudly as she started sucking on it, her lips still at the top of the tip. I was so close to cumming, and Mom noticed it. "Stop, baby," she said to Josephine. I looked down in exasperation. Stop!? Josephine was looking at my mom, puzzled. Mom smiled, "He's so close now, it would hardly be any fun," she giggled, and Josephine joined her. Mom's left hand reached up and started to gently rub against my nipple. Josephine's right joined her on the other side. I moaned as my cock brushed against Mom's cheek as she rubbed her face against the long side of my hot pole. Josephine watched her, then when Mom moved away from my cock, she did it too, her soft hot cheeks rubbing against my cock. A Mother Loves Her Son "It's so smoothe," she breathed, then she was rubbing me against her face, her other cheek. I was going out of my mind. I wanted to watch, but the feelings were so intense that I was rocking my head from side to side. I felt Mom's face on my cock too, both of them rubbing against my hardness. Mom looked up and saw another drop of precum forming on my head. "My turn," she sighed as she lifted up and wrapped her lips around my entire head, her tongue bathing my tip as she sucked at the juice of my cock. She moaned, her lips sliding down my pole as her hands worked on my nipple. Josephine's other hand went to Mom's dangling breast and gently touched it. I felt my mom's moan around my cock, vibrating it. She pulled up, my cockhead popping out of her mouth, glistening with her spit. She held my cock and leaned it toward Josephine, "Now it's your turn," she said huskily as Josephine continued to play with my mom's tits. Josephine had been watching the whole time, and she pulled close and put my cockhead in her mouth, her tongue now writhing around my cock, licking. Suddenly she was sucking it further into her mouth and I noticed my Mom's hand was now kneadnig Josephine's breasts as well. Both women were now draped over me hot and slippery with sweat. I moaned as Josephine took me a little deeper, then came up for air. "Watch this," Mom said, and her lips were on my cock again, sliding down it, her tongue bathing me wetly. She kept going, further, and I was going out of my mind as she slid her lips all the way to the root of my cock. That was it. I couldn't hold back any longer. I exploded, my cock buried deep in my mom's throat. She quickly moved up the shaft, sucking as spurt after spurt of jism escaped my cock. Then she was off and quickly said, "Suck it and swallow between the spurts." And Josephine was on it like a snake, her lips quivering, her mouth sucking the juice from my cock, swallowing it, and moaning as her hand squeezed my balls, trying to get every bit of cum out of them, her moan translating directly to my cock, driving it to deliver more juice from my nutsack. I'd never cum like this. It was so forceful, so primal, that I almost blacked out. Eventually there was nothing left to give. Josephine pulled her face from my cock, which was finally starting to droop. She looked at my mom, her eyes shining with lust, cum trickling down the corner of one lip. Mom leaned over and gently licked the cum from her face. Josephine's tongue shot out to meet it and for a moment they were kissing over me,their tongues gliding across each other, Then Mom sat back as my prick grew softer. She patted my leg softly, her hand still hot, but gentle. "Well, young man, you certainly make one hell of an appetizer." Weak as I was, I started laughing. I couldn't stop, and Josephine was laughing too, as was Mom. After we were done, Mom and Josephine got up and helped me get up. I felt like I'd run half a mile, and Josephine pulled me to her, her tits rubbing against me, her lips seekeing mine, kissing me, her hands on me. Then she slowly pulled away. Mom took her softly in her arms, their tits pressing against each other as Jospehine kissed her, gently, then her hands were wrapped around my mom, her lips open. Mom's hand reached for my shoulder and pulled me to them, and we were together for a delicious warm moment. Then Mom broke the warm circle as she felt my dick starting to get hard again. Josephine looked at her expectantly. Mom laughed, "No, baby. We've got to let him rest a little bit. Beside, there's dinner to finish." She picked up the pile of clothes on the floor and threw them at me. "You go throw these in the laundry. Cold water and gentle cyle, then go get some clothes on." While my prick was doing it's best to come to attention, I was pretty tuckered out. As I turned to take the clothes for wash I heard my Mom tell Josephine to go with her to try some things on. Just before I was at the laundry door, Mom called to me, "Robert ..." I turned, "I think we'll be inviting Josephine to dinner more often," she looked at Jospehine, "if she wants to , that is." My eyes were wide, Josephine squealed, and Mom laughed again, then shooed me through the door.