12 comments/ 144803 views/ 38 favorites Where Else If Not Vegas By: fictitious The story that I'm about to tell you is something that happened in Las Vegas. It is so wild and unbelievable that I still wonder if it wasn't just a dream. Before this incident never did I suspect or even imagine that anything like this could happen. However, it happened and even though I was very shocked and surprised, I was also rather pleased. It all began when my friend Mike called and said he had something very important to talk about. "Where's Jason?" he asked, breathing heavily into the phone. "Right next to me," I answered lazily chewing on some popcorn. Jason and I were watching some silly movie that had a lot of hot girls in skimpy outfits. "Put me on the speakerphone. I got something important to tell you guys." I complied and clicked the speakerphone button. "You're on," I said. "Guys, Laurie and I decided to get married!" said Mike excitedly and paused. I'm sure he was expecting some sort of a feedback from us, but we didn't quite know what to say. Mike apparently didn't like the silence that followed his announcement, so he added: "You'd think my two best friends would be happy for me, but anyway... Laurie and I don't want to wait much longer. In fact we decided to get married in two weeks. In Vegas!" That got a reaction out of us. There was a lot of "Are you fucking crazy?" and "Shouldn't you plan a proper wedding?" type of comments. Mike countered everything with how it was his and Laurie's decision and that's what they wanted. Arguing with Mike was like arguing with a wall, it always has been. We ended up calling him a lot of bad names before finally coming to peace with his rash decision. We promised him we would make it to his wedding, even though it was on such a short notice. Since Las Vegas was only a few hours drive for us, it was not such a big deal. Mike told us that he only wanted family and friends at his wedding. I told him that he'd be lucky if anyone could make it at all. "What a fucking idiot," said Jason after we hung up with Mike. "Yeah, but I'm not surprised. Leave it to Mike to have a crazy idea like that." "I guess. I should see if my parents are coming to his wedding. Are you going to ask your dad?" "Why bother? I'd be lucky if he came to my own wedding," I answered. My dad was a business executive. That's what I told people that asked me about my father's profession. Honestly, I have no idea what exactly my father does. He's on the phone a lot, he goes on business trips often and he's almost always running from one meeting to another. He never visits me at college, so the last time I saw him was when I came back home for Christmas break. But that doesn't really bother me. I'm used to my dad being like that. Let me give you a little bit more background on my friends and myself. Jason, Mike and I were friends since we were little. I think we first met in little league baseball - that is the first memory I have of us all together. After that we ended up going to the same elementary, middle and high schools. The three of us were best friends and we always did everything together. Mike was probably the social of the three of us. He played on varsity basketball team in high school and was good at getting girls. He almost always was involved with one girl or another. He was the tallest, handsomest, but also the least smart one of us. He was very stubborn and very unpredictable. I guess that was the right combination to sweep any woman off her feet. Jason was somewhat of a quiet guy. He was very levelheaded and would always think twice before opening his mouth. He was shorter than me and, I'd like to think, that he was the least good looking. That's not to say that I was Don Juan or anything like that. I would catch a girl giving me a brief glimpse every now and then. I was a little taller than Jason and a little more muscular. However, neither Jason nor I ever had much luck with girls. Like I said the three of us were best friends. However, if I had to pick just one person as my best friend, I would probably have to go with Jason. It's mostly because Jason was my neighbor during our childhood and we were practically inseparable. We always walked from school together and stayed over at each other's houses as much as we could. Mike lived on the other side of town, so he couldn't always be there with us. He would also disappear for weeks when he was chasing some new girl. However, when the three of us were together we were always up to no good. My parents got divorced when I was in elementary school. I don't know all the details, but my mom had an affair with some other guy. She moved away to a different state and I stayed with my dad. At first mom called a lot, but when I heard that she got re-married, I got angry and didn't want to talk to her. I got over it eventually, but it put a big divide between us. Now my mom and I talk every other month. I wasn't really in need of family though. I always felt like I was part of Mike and Jason's families. Mike had an older brother, Andy, who would often terrorize us or teach us something stupid, like smoking cigarettes. Mike's dad took us hunting and fishing, and his mom made the best cherry pies. Jason's mom and dad were like my second parents. His dad taught me a lot of things, my own father never did. I learned to drive a car on a manual transmission, build a backyard patio and drink Budweiser along side Jason and his dad. I loved going over to Jason's house. I think primarily because I got to see his mom. She was very "shaggalicous", or at least that's what Mike and I called her. We would often try and catch a glimpse down her shirt or at her butt, whenever we were sure Jason wouldn't notice. Every time Mike and I would talk about how sexy Mrs. Ellis was, Jason would promptly get very mad and tell us to "shut the hell up". Not that we didn't enjoy teasing our friend like that, but Jason had a sensitive nature. Let me try to describe Jason's mom as best I can. She was very easy going. She let us do whatever we wanted. She drove us wherever we needed to go. Allowed us to stay up late and even bought us alcohol a few times. She was cool, nice and she had the looks. I always suspected that Jamie Ellis - that's Jason's mom - was one of the hot, popular girls in high school. I see those girls all the time, but they never seem to notice me. Anyway, Mrs. Ellis was in her early forties and I really have no idea what she was like back in her young years. Though I imagine she didn't look that much different. Jason's mom aged well. She had that mature, experienced and sexual appearance about her. I can't deny that she was in a lot of my fantasies when I was growing up. To describe Jason's mom appearance - she was of an average height, not sure exactly, about five feet and five inches, if I had to guess. At any rate, she was a few inches shorter than her son. Her long, oval face was very beautiful - with a delicate nose, small mouth and blue eyes. When she smiled you could see two little dimples appear in her cheeks. Her hair color and styles changed often, but seemed always to suit her. Mrs. Ellis also had a great body - her breasts were a handful, her stomach was toned and she had a cute, little ass. I spent a lot of my high school days staring at her when I was hanging around Jason's house. After high school my friends and I went off to college. Jason and I went to a university in the city, but Mike chose to follow his girlfriend out of state. He always made decisions with the wrong head. Out of state schools were more expensive and Mike didn't come from a rich family. We argued with him for a long time about how we thought he was making a mistake, but like I said, Mike was stubborn like a bull. It was about a three-hour drive back home from where we lived in college, so we rarely went back home. We saw Mike even less often. We did try to keep up over the phone, but school and partying was taking up most of our time. Our first year in college was very fun. Jason and I went from being neighbors to roommates. We moved into a two-bedroom apartment close to campus. Without parental supervision we really could get wild at times. There was always alcohol in our fridge and porn magazines on our coffee table. With the help from a classmate I was able to get us fake IDs. At first we were too scared to use them to get into bars, but eventually we got more confident. I've never quite seen Jason drunk before we got to college, but I was pleasantly surprised that he was hilarious when drunk. He was more open and more daring when drunk. Sometimes he'd say the first thing that was on his mind, which did get us in some trouble, but it also helped us get girls. Not to say that we were getting a lot of girls, but we did both lose our virginities that first year. It was towards the end of our first year of college that Mike told us about his decision to get married. The two weeks went by really fast and it was no surprise that a lot of people couldn't make it on such a short notice. In fact, only Mike's immediate family, Jason and myself were the confirmed guests. Mike never liked big gatherings and he seemed happy that the important to him people were coming. I hope he wasn't expecting a big present from me, because I didn't get him anything. On Friday, the day before the wedding, Jason and I took a break from our studies, packed our bags and drove to Las Vegas. We got there early, before everyone else, and the first thing I did was play a few hands of blackjack. I came away a hundred dollars richer while waiting on Mike and his family to arrive. The wedding party was staying in a nice hotel and, since we were poor college students, we grumbled as we handed over our cash to pay for our room. As we booked the room the lady at the desk told us that we were lucky, as that was the last room available. The room wasn't large, but was very nice. It had a small leather couch, coffee table, dresser with a TV on top, and two queen-size beds placed about three or four feet apart. We threw our bags inside and went to hang out with Mike. Jason and I planned to have a small bachelor party for Mike - the three of us causing mischief, like in the old times. When we told Mike about our plan for his bachelor party, he insisted that the rest of the guests join us. We tried to argue that we couldn't go to strip clubs with Mike's parents, but Mike said he didn't want anything like that. Jason and I wondered what happened to our friend. At around three in the afternoon, Jason got a call from his mom. She told him that she was going to make the wedding after all. Her flight was in a couple of hours and she wanted us to pick her up at the airport. That bit of news lifted my spirits, since I was disappointed that she wasn't coming at first. I haven't seen Jason's mom in a while and I was happy to stare at her like I did in high school. Another reason I was happy to see Jason's mom was that I overheard Jason's dad tell him, over the phone, that his mom got breast implants. Jason thought it was a stupid idea and scolded his dad for even telling him. I thought it was a great idea. Not that I ever thought she needed bigger breasts, but I was sure they would make her look only that much more appealing. Upon hearing that Jason's mom was coming to Vegas, I couldn't wait to see her new cleavage. I grinned like a fool when we picked up Mrs. Ellis at the airport. She was wearing a modestly loose cotton blouse, but I didn't fail to notice the bulge her new fun bags made under the fabric. Her pretty face was framed by a new haircut. Her hair was dark blonde, came down to her shoulders, and curved inward at the ends. Her forehead was concealed by long, thick bangs that came to the tops of her eyebrows. With the new haircut and new tits she looked like a total knockout as she walked towards us. "Oh Jason, I missed you so much," said Mrs. Ellis while squeezing her son in a tight embrace. She planted two kisses on each one of his cheeks, smearing her lipstick all over his face "Mom," whined Jason. When she released him from her hug, he rubbed his cheek and saw the lipstick on it. A group of girls giggled at Jason as they walked past, causing him to turn red immediately. "And how are you, Richard?" Jason's mom asked me when she was done hugging her son. "I'm doing much better now that you're with us, Mrs. Ellis." I joked and gave her a quick hug, trying hard not to smash against her boobs. "Could I help you with your bags?" "Such a gentleman," Mrs. Ellis said as I reached for her suitcase. When we got back to the hotel, Mrs. Ellis tried to book a room. Like the front desk lady told us earlier, there was no vacancy. Well, there were a couple of penthouse suites available, but those were outrageously priced. "You can stay in our room!" I proposed happily. "Dude, we only have two beds," said Jason looking at me with a frown. "You're sleeping on the floor. I'm not sharing a bed with you, Rich." "Fine, you snore like a pig anyway," I retorted jokingly. "Oh, how thoughtful Richard. I guess I'll have to accept your offer. We'll figure out who sleeps where later." All Jason could do was sulk, and I grabbed his mom's suitcase and headed to the elevators. It was getting late and when we got to our room, we had to get ready to go out. Mrs. Ellis got dressed in the bathroom and when she walked out my jaw nearly dropped to the floor. She was wearing a tight, black, strapless dress that looked almost painted on her body. Her tits stuck out in the front, while her tight, round ass protruded from the back. I noticed right away that there was no bra under that dress, but I tried not to stare. Jason noticed as well. "What the hell, mom? You can't wear that!" he said, his face twisting into disbelief. "Relax, babe," replied Mrs. Ellis waving an easy hand at her son. I knew how much Jason hated when his mom called him "babe". Mrs. Ellis added: "I bought this dress a while back and haven't worn it out yet." "So you have to wear it here?" asked Jason, looking unsettled. "Where else if not Vegas?" threw Mrs. Ellis over her shoulder. I was afraid Jason was going to ruin this for me, so I chimed in: "I think you look great, Mrs. Ellis. That dress is very classy." I stood there with a smile on my face as I watched Mrs. Ellis clasp a wide, white belt around her waist. Strangely enough, it looked like the white belt was the only piece of clothing she was wearing; the dress seemed to be a part of her. Jason's mom finished putting on some lipstick and turned to face us. "Ready?" Oh, I was ready. Our night began with a nice dinner at some upscale restaurant. After some good food and a delicious desert we were trying to decide where to go next. Mike told us that Laurie's cousin was a manager at one of the nightclubs in Vegas. As a wedding present he was going to let us into his club and reserve us a private table. Since some of us were underage, and Jason and I didn't want his mom to know we had fake IDs, we decided that was our only option. We came through the VIP entrance and nobody checked our IDs. The club wasn't very big, but it looked quite upscale. There weren't a lot of people inside, which was good for us, because it made our group seem more special. We went a little bit crazy that night, ordering a variety of drinks - beer, cocktails and shots. The parents didn't seem to mind the kids drinking at all. In fact, Mike's dad kept ordering tequila shots for everyone. I tried to pace myself since I didn't want to be hung over for Mike's wedding, though Mike didn't seem to mind being hung over at all. Everyone was complimenting Mrs. Ellis on her dress. I even caught Mike's dad stealing looks at her tits. I brought my camera and was taking pictures of everyone, but especially of Jason's mom. I tried not to bee too obvious, but I took a lot of pictures and most had Mrs. Ellis in them. I wanted to get her from every angle, up close and further away. I was looking forward to having a happy time with these pictures later. After enough tequila Mike's dad and his wife began dancing. Mike's fiancŽ dragged him out to the dance floor as well. A group of about twelve college kids showed up at the club. The girls in the group were really attractive, the kind that would never look at me before. However, since we were seated at a large private table, they kept looking over and smiling. I went to the bathroom and when I came back, I saw Mike's brother and Jason talking to two of the girls at the bar. I also noticed that Mrs. Ellis was on the dance floor dancing with one of the college guys that recently showed up. I came back to our table and ordered another drink from the waitress. I kept on looking over at Jason's mom. Feeling a little jealous that some other guy was dancing with her. I thought about joining Jason and Andy, but I didn't want to be the fifth wheel. I sat and watched as another college guy came up behind Mrs. Ellis and began dancing. She was now sandwiched between two guys, both grinding up on her. I thought that maybe I should go up there and rescue her, but she looked like she was having a good time. I ordered another drink. Jason and Andy were now on the dance floor as well, dancing with the girls they were talking to earlier. I chuckled at Jason's expression when he saw his mom dancing between two guys. I thought he was about to say something to his mom, but he played it cool in front of the girls. It seemed like everyone but me was dancing. I scanned the club for any available girls. The only one that looked approachable was slightly overweight and I decided to pass on her. As I finished off another drink I saw that Mrs. Ellis was prying herself away from the two college guys. They looked disappointed as she walked away, towards me. She plopped down on the seat next to me. "Phew, dancing is such a workout," she said, whipping sweat of her forehead. "Why aren't you dancing, Richard?" "I was just about to," I lied. "Can I get you a drink?" I ordered two more drinks, one for me and one for Mrs. Ellis. I was feeling pretty drunk at this point and couldn't keep myself from looking over at Jason's mom. She finished her drink in three big gulps and sat the glass down. "Okay," she said after swallowing. "Let's go dance, Richard. Those other two boys are getting a little too touchy." Before I could say anything, she grabbed my hand and dragged me out onto the dance floor. I could see the guys that were dancing with her earlier, give me funny looks, but I ignored them. I also saw Andy and Jason nearby, dancing with the girls. Mrs. Ellis turned to face me and put her hands on my shoulders. I wasn't quite sure what to do. Should I grab her and get closer? Or should I keep my distance? I was beginning to feel awkward, but then Mrs. Ellis got closer to me. It was a good sign, so I swept one of my hands around her back and began dancing. A popular song came on and the dance floor got a little more packed. Mrs. Ellis and I were forced to press even closer to each other and she put one of her legs between mine. My cock suddenly jolted as I felt her tits touch against my body. I looked down and saw her tits getting smashed against me, the top halves of her breasts bulging out. Needless to say, I was getting aroused. I don't rightly remember the next several songs because I was too excited by the fact that Jason's mom and I were grinding on the dance floor. I had both of my hands now on the small of her back and I held her close to me. I wasn't the best dancer, but I tried my hardest, hoping to impress Mrs. Ellis. I always wondered if girls could tell when I got a hard-on during dancing. My dick was pinned uncomfortably inside one pant leg. It was facing down, so at least it wasn't sticking out awkwardly, but Mrs. Ellis was grinding pretty much right against it and it was not as hard as it could get in this position. Where Else If Not Vegas "Maybe she did notice and likes it," I kept thinking. A song came on, that got all of the girls excited, because they started screaming. At that moment, Mrs. Ellis backed off of me slightly and turned around. Her butt was now pressed into my crotch as we continued dancing. I noticed that a lot of the other girls did the same with their partners. Apparently it was that kind of a song. I haven't heard this song before, but I liked it already. At first Mrs. Ellis was very conservative with herself, but about halfway into the song she bent her body forward, which caused her ass to grind harder into me. My cock has shifted a bit during the song and was now almost lodged between Mrs. Ellis's butt cheeks. She had to have felt that. After the song was over, Mrs. Ellis suggested we have another drink. I didn't exactly want to stop dancing, but I could have used another drink. When we came back to the table, we saw Mike sitting down slouched in one chair. I couldn't tell if he was asleep or not. "I better take him up to the room," I heard Laurie say to Mrs. Ellis. "He's had too much to drink." Laurie nodded at me and I tried to pick Mike up by one shoulder. He shrugged me off and mumbled that he was okay. Laurie whispered something in his ear and they both headed, stumbling, for the exit. Mrs. Ellis ordered shots for us and after we drank them fast. I guessed that she must have been fairly drunk by now, she did take a lot of shots, but besides an occasional stumble she seemed okay. After the shots, we headed back to the dance floor. The crowd on the dance floor thinned out, and I saw Jason and Andy awkwardly dancing in the middle of the floor without the girls. "What's the matter, boys? Where are your girls?" yelled Mrs. Ellis over the music as we approached. Jason smiled stupidly, while Andy answered: "They said they'd be back." "Right! Come on, dance with us, you two look lonely," joked Mrs. Ellis. The four of us started dancing in a small circle. This sucked compared to dancing with her earlier. I really had to piss, so I excused myself. When I came out of the bathroom, I caught Mike's mom and dad on their way out. Mike's dad looked to be in about as bad of a shape as his son. We said our goodnights and I decided to get some water. I poured myself a glass of water from the pitcher I and scanned the dance floor. I was surprised to see that Jason's mom was dancing between Andy and Jason. Almost in the same fashion she danced with the other two college guys. Jason was in the front and Andy was behind her. Andy saw me looking at them from a distance and gave me thumbs up. Jason was laughing and waving a bottle of beer in one hand. Surprisingly enough, his other hand was wrapped around his mom's waist. Andy kept his hands to his sides, but his hips were moving against her butt a little too enthusiastically. I decided I would look very stupid if I tried to join them. Annoyed I returned to our table. I was drunk and feeling grumpy. After sitting for a while alone, sipping on the water, I began getting very tired. It looked like a lot of people were leaving, since the club was closing soon. I decided to head out and planned to stop and play some slots in the casino. I stood up and finished my water. I took one last look at the dance floor. Jason had both of his hands around his mom's waist and it looked like he was trying to pull her away from Andy. Andy was laughing but not giving up. I stopped at the first slot machine I saw and put in a twenty. I only liked playing slots when I wanted mindless fun. I was losing fast though. "Hey Richard," I jumped as I felt a hand fall on my shoulder. I turned to find Andy standing behind me. "Dude, you scared me. Where's Jason?" "Oh, they are still at the club. Jason's mom looked so damn good tonight. Oh man, I got a boner just from dancing with her." I smiled sourly and Andy slapped me on the shoulder again. "I have to get some sleep or else I'm going to fall asleep at Mike's wedding. See you in the morning." I turned back to the slots when Andy walked off and wondered why Jason and his mom where still at the club. I had a mind to wait for them, but I was out of cash. So, I headed up to the room. When I got to the room, I realized how tired I was. I could barely keep my eyes open. I looked around and noticed that there were clothes strewn about everywhere, but I couldn't have cared less at the time. I walked up to the bed farthest from the door and closest to the window. I didn't even move the pile of clothes on the bed as I threw myself face down - my arms and legs spread out. At first, I was only going to lay down for a moment, before I undressed and got under the covers, but I must have dozed off, because the next thing I heard was the door opening. I recognized Jason's voice right away, though his speech was unusually slurred. I also heard his mom as she tried to stifle a laugh. I guess I was probably a ridiculous sight, passed out on the bed like that. My mind was still half asleep and I decided if I stayed asleep, Jason would have to sleep on the floor. I heard a beer can open and Jason mutter something. He kept his voice low and I couldn't quite catch his words. Little by little my alertness began coming back to me. Right away I wondered if Jason was going to mess with me. We usually do that to each other when one of us passes out drunk. I heard someone go into the bathroom. I was now pretty awake, but I didn't want to give up the bed. I pried my eyes open just a tiny bit, to see what was happening. My eyes slowly adjusted as I peered through the slit between my eyelids. I was lying on my stomach amongst a pile of clothes with my head turned towards the center of the room. Jason was standing next to the TV staring intently at the remote. He took a sip of beer that he was holding and pushed a button on the remote. The TV turned on. Some golf tournament was playing, but there was no sound. Jason frowned and stared at the remote again. Just then the toilet flushed and his mom walked out of the bathroom. Jason turned his attention from the TV and went into the bathroom mumbling something about piss. I watched as his mom approached her suitcase and rummaged through it. She took out, what looked like a nightgown. She looked at the bathroom door then she looked over at me. I anticipated her look and shut my eyes before she glanced at me. Her belt buckle clanged and my heart began beating a few beats faster. I knew what she was about to do and I could not miss this chance. Once again, I opened my eyes a tiny crack. Mrs. Ellis was facing away from me, so I opened my eyes wider. Mrs. Ellis began pulling her black dress over her head. A split second later I saw Mrs. Ellis completely nude in front of me. Well, it was just her back, but that was more than I've ever dreamed of. I was the first time I've ever seen her nude. I was looking right at her bare ass as she tried to figure out which way her nightgown goes on. Her ass looked amazing - nice and firm, with a thin, white tan line running down the length of the crack. My eyes paused at the gap between her legs, but the way the light fell on her all I could see were shadows. It took me a second to realize that Mrs. Ellis wasn't wearing any underwear under that dress the whole night. It meant that when we were dancing she was completely naked under a thin layer of fabric. I traced my eyes down the length of her slim legs before returning to her ass. I couldn't believe this same ass was grinding into me on the dance floor. I noticed that Mrs. Ellis was swaying as she stood; I guessed she was pretty drunk after all. She finally managed to pull the nightgown over her head. Her nightgown was rather skimpy - it stretched tightly over her tits and came down about half way down her thighs. I shut my eyes again as I saw her turning around. I heard her walk between the two beds and lay down. I tried peeking through again and saw her lying down on the other bed, on the side closest to me. She was facing away from me with her knees bent in a fetal position. I realized that if I was to get up and walk around I could probably get a glimpse of her pussy. Just then, the toilet flushed and Jason came out of the bathroom. He stood at the foot of the bed that his mom was laying on. His shirt was half unbuttoned and his zipper was down. He was swaying, much in the same way his mom was. With half closed eyes he looked around the room and stopped to look at me. I was watching him, with barely open eyes and hoped that he wouldn't try to bother me. The flickering of the TV caught his attention and he frowned at it - Jason and I always thought golf was boring. He finished unbuttoning his shirt and lazily shook it off of him. Then he undid his pants and let them fall to the floor. He was now wearing only his boxers and his socks. He took another look at me, then turned his head and looked at his mom. His gaze lingered and I suddenly judged that that's where I would have to stand to get a look up that nightgown. Was that what Jason was looking at? Could he see his mom's pussy? After a few brief seconds, Jason shrugged, walked over to turn the lights off and lay down on the other side of the bed that his mom was laying on. I was relieved he didn't try to kick me off this bed. The TV was still playing and the images of grass on the screen illuminated the room rather brightly, but that didn't seem to bother anyone that night. I heard some mumbling and some movement as Jason settled in for the night. I realized that I didn't move at all this whole time, but I didn't seem uncomfortable in this awkward position. As I closed my eyes, I envisioned Jason's mom's naked ass in my mind and wished I could take a picture of it. I replayed the whole night over and over again and was about to fall asleep when I heard something. It was very faint, but it sounded like a moan. It was enough to catch my attention and I opened my eyes. "What was that?" I thought. It took me a second before my eyes adjusted to the light from the TV. Immediately I looked over at Jason's mom. She was still in the same position, lying on her side, facing away from me. I couldn't see Jason at all over his mom's body. "Did I imagine it? Was I dreaming?" I began asking myself as I looked at Mrs. Ellis. I thought I detected her body move a little, but it could have been the shifting lights from the TV. I was about to conclude that I was dreaming when I heard another soft moan. I don't know why, but at that moment a good doze of adrenaline hit my body. Every sense and nerve in my body was alert. I held my breath and I strained my ears. There was no other sound for a while and then I heard a whisper. "What are... ahh... you doing... umm..." "What the fuck is going on?" I thought as my heart pounded in my throat. I could now see that there was movement on the other bed. Suddenly, Mrs. Ellis rolled over. She was now laying on her other side, facing me. I didn't even get a chance to react and close my eyes, but I was relieved that the fluffy pillow she was lying on covered her face. Something was happening and my body began trembling in anticipation. "She's having a wet dream," I thought as I tried to calm my nerves down. I was eagerly hoping she would continue. Suddenly, I saw appear out of nowhere. I think I lost all comprehension as I watched the hand dive right under the front of Mrs. Ellis's nightgown. The hand began rubbing her between the legs, but that wasn't what I couldn't comprehend. It wasn't Mrs. Ellis's hand. At this point it took me a good several moments to try and understand what was going on. I couldn't come up with any explanation other that my friend Jason was fingering his own mom. My mind was full of confusion as I watched Jason's hand move under his mom's nightgown. Slowly but surely I began getting hard. Everything was still for a moment, except for Jason's hand and the images on TV. The TV was providing enough light for me to clearly see this unusual show. Jason's hand began moving so fast that the whole bed was shaking slightly. I saw Mrs. Ellis grab a hold of the bottom bed sheet and claw at it. She stayed almost soundless during the whole time Jason's was rubbing her, but her breathing was getting faster. Her exhales were turning into whispered moans. All I could do was watch in stupor, but I'd be damned if I wasn't enjoying it. I could now hear, wet sounds coming from between Mrs. Ellis's legs and it wasn't long before I could smell that sweet fragrance of a well-lubricated vagina. By now, my cock was so hard that I really wanted to whip it out and jack off, but of course that would ruin everything. Suddenly, I saw Mrs. Ellis reach back behind her with one hand, where Jason was laying. Her hand searched for something and then began moving with a steady rhythm. Not only did she let her son masturbate her, she was returning the favor. Jason's hand was now moving with lightning quickness and his mom's moans grew a little louder. I wondered if it was possible for her to orgasm in such a situation. What happened next was something I still can't believe happened. Mrs. Ellis scooted back closer to Jason and lifted her leg in the air. Jason's hand slowly came to a stop and he pulled it back. Her nightgown slid and bunched at her waist. I glanced down at her crotch and saw the front slit of her pussy, cleanly shaven. Just then I saw the head of a cock appear, right between her legs. I've seen Jason's cock plenty of times, we've been friends for a long time, and I recognized it right away. Jason's cock was bigger than mine; it was about nine inches. Right now it was jutting out about two inches between his mom's legs. It wasn't moving. It was just sitting there as if waiting for something. For a few the room grew still and quiet. Then slowly Mrs. Ellis began rocking herself back and forth, her pussy sliding along her son's cock. I saw Jason reach under his mom's elevated thigh and lift her leg higher in the air. I didn't know if I should feel disgusted or not, but I couldn't deny that this was the hottest thing I've ever seen. The woman that I've had a crush on since I was little was grinding her pussy against a big, hard cock. It didn't matter to me at all if it was her son's cock or not. I kept wishing I had a video camera to record all of this. Her next move almost made me blow my load. I didn't even dare to blink, as Mrs. Ellis reached between her legs and grabbed a hold of Jason's cock. She arched her back and guided the cock inside of her. I heard a sudden intake of breath, as Jason slid, effortlessly, inside of his mom's wet cunt. Everything seemed to be frozen in time for a moment and then there was movement again. I want to say it started out slow, but I guess Jason couldn't stand this much longer. He gripped his mom's thigh tighter and began thrusting into her as fast as he could. The whole bed was moving now and I could hear Mrs. Ellis repeatedly saying: "Oh god. Oh my god." The whole room was filled with sounds that reminded me of splashing in the bathtub. The pleasant smell of Mrs. Ellis's pussy and her perfume was heavy in the room. Mrs. Ellis clutched at the bed sheet as her son drove his dick into her. Jason's abdomen was slapping loudly against his mother's ass as he energetically fucked her. At this pace, I wondered how much longer Jason would be able to last. Just as I thought that, Jason let out a groan. At that moment, his mom's hand dove towards her pussy and she began rapidly rubbing her clit. "Yes! Yes! Yes!" she half whispered, half screamed. She arched her back and her body began shaking uncontrollably. Her knuckles grew white as she tugged at the bedding of their bed. Then she twitched several times before her body seemed to slump and relax. The bed stopped moving and her leg came down. All that I could hear was the loud breathing of both mother and son. I waited in suspense for what would happen next. I don't know what Jason did if anything, but Mrs. Ellis simply fixed the front of her nightgown and slid her hands under the pillow. Nothing else was said or done and soon I heard the sounds of Jason snoring. I stayed in my sprawled out position for a long time afterwards, afraid to move. I was unable to take my eyes off of Mrs. Ellis. So many thoughts and questions swirled in my head, that I thought I'd never be able to fall asleep. However, I was asleep soon after.