This all happened at my high school graduation prom. I was very anxious to go. The prom was being held at a pretty swanky hotel in the city. Some of the guys had arranged for several suites of rooms up high in the hotel for the after dance party. Only about 20 of the guys knew this but their dates did too. I had learned about that part quite by accident having heard two of my fellow graduates talking about it.

About noon time I got a call from my date for the evening and she sounded like hell. She told me she was not going to be able to go to the prom because she had stomach flu and had not been far from the bathroom all day. I felt like throwing up until my Mom saved the day.

"Look," she said, "Why can't I go as your date. I don't look too old do I?"

Actually, she looked like she was in her mid-twenties and she had a very foxy figure. I looked at her like she was crazy.

"Tommy," she said seeing the surprise on my face, "Everyone should go to their prom, you just can't go alone right?"

I agreed, and since we had to wear dark suits with no one to wear tux's or anything like that she would not have to go out and buy a gown. The idea was to keep the cost to the students low enough that everyone could go and no guy or girl would stand out as not being able to afford it.

So we went to the prom, Mom looking real sexy in a strapless cocktail dress that really showed off her boobs and cleavage. You could tell she was not wearing a bra under the dress and I could tell when we got in the car that she was not wearing a slip.

I danced with her the first couple of dances then started moving among the others and dancing with some of the girls I knew. About an hour later I looked for her and saw her leaning against a back wall talking to two of my fellow students; one tall and good looking black kid and the other a slim middle sized Puerto Rican. I knew both of them and knew they were reputed to be real cocksmen. I watched for a few minutes and saw the PR ask her something and he went over and got a good sized glass of the punch. He didn't fill up the glass; until he reached under his jacket and he pulled out a bottle and poured some colorless liquid into it, filling it up. I danced a couple more dances, keeping my eye on her and them because they were talking real low to her and standing real close. The PR had gotten her another glass of punch and did the same thing again.

I hadn't been watching that closely so by now she could have had three or four drinks. I could see that sultry look on her face that she wore when she wanted my dad to have sex with her. The black kid was running his hand up and down her arm while he talked to her. The PR had his hand on her hip and moved it back and forth across her lower back. The black guy leaned forward and whispered something in her ear and I saw her shake her head "no". They kept on talking and stroking her and now the PR was running his hand down over her butt. The black guy's hand was now stroking her side and running his hand up and down her torso every once in awhile brushing against her breast. I could see that whenever he did that her hips jerked a little, thrusting forward.

Whether that was from his hand on her breast or the PR's hand on her butt I couldn't tell. The next move was when the PR began to lift her skirt in the rear until it was at her waist and his hand was stroking and squeezing her ass. By this time I had a hell of a hardon watching my mother being seduced by these 18 year olds. And I could see she was responding to them. I had moved a little closer but was standing with my back to them behind the black guy. I could hear him murmuring to her.

"Shit you're a sexy lady. I'd love to take you somewhere private where we can dance without all this crowd. Come on with us to the party room upstairs where it's quieter," he urged her.

This time I noticed she didn't say "No". She just closed her eyes and stood there while they caressed her.

"Come on sweet lady, let's go somewhere private. You're so beautiful I can't bare to share you with this noisy crowd. Come on let's go, just the three of us."

Mom kind of shook her body and then nodded yes. They led her out of the room, their arms around her. His up higher circling her back and laying on her breast. The PR had dropped her skirt from her waist, but had his hand inside the slit in the side still moving over her ass. I followed them keeping out of my mother's sight as they made their way to the elevator. As they entered the elevator I slipped in behind them and stood behind the Black guy so she couldn't see me. The PR gave me the eye and then put his fingers to his lips telling me to be quite. As soon as the elevator doors closed, the black took my mother in his arms and brought his head down for a kiss. I could hear her hiss as their lips met and then I could see her hands clasping and unclasping as they fastened around his neck. His hips moved as he ground his pelvis against hers.

The PR moved behind her and rubbed his hips against her ass while his hands slid around and cupped her tits. I could see the black guys arms moving and glancing around the side I could see his hands working and knew he was playing with the zipper on her dress. I heard the zipper being pulled down and then the PR's arms moved and I saw that his hands were now inside her dress playing with her tits. Mom was moaning and grinding her hips against what I knew had to be a terrific hard-on.

I had seen both these guys in the showers at gym time and they were both extraordinarily well hung. When we arrived at the party floor and the elevator doors opened, it was totally quiet, no one had left the party yet. I watched as both boys moved their hips back from my mother and watched open eyed as her dress fell to the floor leaving her only in panties, garter belt and stockings and shoes. She didn't seem to aware that she was practically naked her only movement was a lurching of her hips trying to find the hardness of his cock to press against.

I stood quietly in the corner as he reached down without breaking the kiss and lifted her with his arms under her legs. I could see their cheeks moving as they sucked each others tongues. They stepped out of the elevator. The PR turned and whispered to me. "Keep quiet and follow us and maybe later you can get a piece of this pussy too"

By this time I was as hot to fuck her as either of them were. So I trailed behind them and followed them into the suite slipping into the little kitchen area so I would not be seen. The PR locked the door and put the burglary latch on so no one else could get in yet.

The black guy carried her right into the bedroom and sat her on the side of the bed.

"You're hot baby, You really need a cock right now don't you."

"Ohh," she moaned, "I shouldn't but I need someone, now."

Both boys moved to her side and then pressing her down onto the bed, they began to stroke her and then they both moved to her breasts at the same time. I could hear them sucking and her moaning saying "yessss, yesss , yess, ohhh you shouldn't be doing that, ohhh it's sooo gooooddd."

I turned off the lights in the sitting room so that I could watch without being seen. Their hands moved all over her body and then her panties were moving down her legs after the command to "Lift your hips so we can get these off you and get to your pussy." I watched as her hands clasped their heads to her tits and then as their hands stroked her inner thighs and found her cunt her legs spread for them. The black guy slid a long finger into her sopping wet cunt and began to finger fuck her. Her hips started moving and she moaned her desire. She surged up to get the fingers deep inside and then back and then up. I saw them each slide a second finger inside her and she moaned that she wanted more, more, more. PR slipped a third one in then began to not only drive them in and out, but twist them around as well.

I could see the beads of sweat on her upper lip and brow as she urged them to fuck her deeper. Then she began begging for a cock to fuck her.

The PR stood up and quickly stripped off his clothes and I saw this big cock, at least nine inches and thick, uncircumsized as he moved between her legs. He pulled the other guy's fingers out of Mom's cunt and she cried out, no don't stop. But, he quickly pressed the head of his cock against her now open cunt lips. I saw him slide into her all the way in one quick but smooth motion. Then he grabbed her by the hips and the two of them turned her so that she was fully on the bed. He began to fuck her slowly and deeply until she was crying for him to go faster. He began to speed up his thrusts, his hips slamming down against her pubes. I could hear flesh slapping each time he fucked into her.

Blacky got off the bed and quickly stripped and his cock was amazing. I bet if I had a ruler it would measure almost 12 inches long and it was as thick as my wrist. He knelt on the bed near her head and holding his cock in his hand brushed against her lips as she was being fucked. His hand turned her head until she was looking at him and then his cock began to be pressed insistently against her lips. I saw her mouth open and then he was sliding it into her mouth. I watched as his hips pulsed and with each forward move he went deeper into her mouth. I heard her gag briefly, but then the cock drove deeper and then I could hear her moaning around it as I heard these sucking sounds, her head beginning to jerk up to meet it as he thrust into her mouth. She now had over half his cock in her mouth and he shifted so he was straddling her head. He lifted her and placed two pillow under her shoulders so her head fell back and then he had a straight passage into her throat. I could see when he thrust into her mouth that the head of his cock was moving back and forth in her throat. I could actually see the swelling in her throat as she deep throated him. Then her lips were against the pubic hair and his thrusts lengthened until he almost pulled it out and then back all the way in. Her arms came up and moved to get a grasp on his buttocks and I could see her pulling him in as close as she could so now his balls were laying on her forehead when he was all the way in.

The PR was moving fast now and he motioned for me to come into the room. "Take your fingers and get them wet and then start finger fucking her ass. Start with one finger and then increase it up to three fingers slowly. That will open her up so I can ass fuck her next while he fucks her cunt. Then I saw her whole body shudder as she came and then almost immediately she came again. Her moans were louder now and they both started fucking her faster.

I knelt on the floor and reached my hand in. I felt the wetness of her juices as they streamed out of her cunt and I got my fingers sopping wet. I slid my hand in under his balls and probed with one finger until I found her asshole and then I pressed it in and began to finger fuck her. I used just one finger for awhile until I realized they were going to cum soon. I slid a second finger in her ass and then began to thrust in and out while twisting my hand around and back, then I slid a third finger into her and continued opening her ass. Then I felt him begin to spasm and jerk as he shot his load into her cunt. My fingers could feel the pulsing of his cock as he came and came and came again.

He held his cock deep inside her until he was finished cumming and then he began to slowly continue his fucking. He spoke to his partner and asked if he was ready to sandwich. Blackie said yes.

With that the PR slowly pulled his still hard cock out of her pussy and Blackie pulled out of her mouth. She cried out for them not to stop, but Blackie moved down between her legs and slid his long thick cock inside her cunt which was leaking cum and her own juices out like a leaking keg. He began to fuck her again and she gave a satisfied grunt and began to fuck back against him.

When he had her moving to his rhythm, he slid his hands around her waist and rolled over with her on top, her legs spread outside his. I heard him tell her to reach down and spread her ass cheeks open. Now the PR was kneeling behind her and when she did that he leaned forward and placing on hand on her hip quickly placed his cock head against her open asshole and pressed his cockhead inside. She called out no no no, but he was already sliding deeper and she was crying from the pain and discomfort of that thick cock in her ass and Blackie began to move his hips fucking her from below. Almost immediately her hips began to move against him and with that helped the PR get his own fucking motions going. Then there she was, being fucked from, both front and back and her cries of pleasure filled the room as she begged them to fuck her deeper. I was astonished as I saw that she had taken all but about three inches of that foot long cock inside her cunt and she was crying out for him to stuff her cunt, go deeper. Then it seemed like he stopped fucking. He moved his hips in slow circles while she called for him to fuck her. Then she cried out what are you doing. I could see from his ass cheeks that he was pressing in gently but very firmly and then last two inches drove in and she was crying out. "Ohhhmmyyygodd you're cock is in my womb, it's all the way in my womb. Ohhh yeesssss thatttssss iiiiitttttttt." He moaned aloud, "Christ thats tight, her cervix is wrapped tight around my cock, I must be three inches into her womb. He continued to fuck her as she cried and moaned for him not to stop.

I watched wide eyed as she began to tremble and shudder as she came and she kept on cumming and cumming and then the PR shot his load into her ass and then after filling her up slowly pulled his cock out as he turned to me and said, "Go ahead kid, if you've never fucked a woman in the ass it's your turn to try it out while he's still fucking her cunt."

I didn't hesitate. I dropped my pants and shook them off and moving behind my mother I drove my cock into her ass and began to fuck as fast as a billy goat. In no time at all I was spurting my cum into her ass the same as he had. I quickly got off as Blackie turned her over on her back and now began to fuck her hard and fast driving a foot of cock in and out of her pussy as she cried out for him never to stop. Then as she went into a continuing series of climaxes he shot his load deep inside her belly."

"You're date is one hell of a hot pussy. What do you want to do now, fuck her some more?"

"No," I replied, "I think she has had enough for tonight and I don't want to be accused of raping her. Can we lock this room so she can rest and then get dressed and then come downstairs by herself. That way she can pretend to me that it never happened."

"Sure, that's no problem, she even has her own bathroom in here." He assured me, "Keep in touch."

With that I got dressed and left the room as they brought her dress into the room and I watched as they closed and locked the door.

It was several hours later that she found me in the ballroom and said she thought it was time to go home. We left and that night has never been alluded to by either of us. When we got home I thanked her for being my date and apologized for not dancing with her more. She said that was alright that she had found some interesting young fellows to talk to.

While that night has never been discussed by us it was about a week later she received a phone call about an hour before dinner time. I just happened to be passing by the kitchen when she picked up the receiver, she didn't see me. I heard her identify herself and then there was a pause.

I heard her say, "Certainly I remember that night and I don't want to be reminded of what happened."

This caused me to stop and backup so I could hear the rest of the conversation. Of course it was only her side that I listened to.

"Yes, I know it was unusual, and it has to be a onetime thing."

"Yes I did like it, very much."

"Yes, I think about it often. I do wonder what it would be like to repeat it, but, I just can't take the chance on someone finding out."

"No, you can't come here, it's too risky."

"I know you'll be discreet, but what would happen if my neighbors saw two young men your age entering the house."

"You really could fool people into thinking you're repairmen? You have a van that has a sign painted on the side?"

"Well I don't know when would be a good time. Tomorrow I am going to be alone here all day, but then I have no free time until late next week."

"Ohhh Goddd, why am I even considering this. Yes I know I have never had such thrilling sex in my life like I did that night. OK, but you will be careful."

"You'll be here about nine tomorrow morning."

"Ohhh myy Godd, I have butterflies in my stomach even thinking about it. I must be crazy to want to see you two again and do the things we did that night."

"What do you mean that's nothing compared to what we will do tomorrow. Ohhh you just mean we will have more time well that's right we will have all morning."

"No you can't stay all day."

"Ok nine oclock then." With that she hung up the phone and I could hear her talking to herself as I slipped back to my room. "What am I thinking of. This is crazy. But, I've never done any of those things before. It was unimaginably exciting. I have to, just this once and that will be the end of it."

"Tommy..." she called out.

"Yes Mom, what do you want?"

"Tomorrow is the day you graduates are going on that day trip, isn't it? Do you leave early?"

"Yes Mom. I told you we leave about 8:00 in the morning."

"And when do you expect to get back home?"

"Not until late...Probably about 6:30 or 7:00 tomorrow night."

"Ok, will you want dinner when you get back?"

"I don't think so Mom." Ohhh shitt, I bet she'll be eating meat all day long. I have to figure how I can get back into the house and hide so I can watch her getting fucked and everything. I bet she will be really hot by the time they arrive.

"Tommy," she called, "Will you check the playroom in the basement to see that it's not a mess. I may want to have some of the women here from the bridge club the day after tomorrow."

Fantastic. She is going to get fucked in the basement. I can leave and sneak down there without coming back into the house and I can hide in the storage room. That will let me see the whole room and particulary that couch that converts into a bed for guests. I bet she'll have her fun on that. There's good lighting too. Those boys really liked fucking her with the lights on so even if she dims them I will still get a good view of the activities. I bet even if she dims them they will turn them back up on bright when they get her really hot and horny. This time they'll want her to see the size of their cocks so she'll know exactly what she's getting stuck in her cunt and ass. This time I won't be able to join in though. Hey...I can take the video camera downstairs tonight and a couple of tapes. No, better make that about 4 tapes. Each one is an hour and a half of taping and that should cover all the action time.

After dinner, I sneaked downstairs and hid the camera and tapes in the storage room. Then I quietly cut a hole in the door that was big enough for the camera lens. Fortunately it was one of those that had a slightly enlarged viewing screen so I could be sure that it was getting the right shots. I easily built a small shelf that I mounted on the back of the door so the camera could sit there and record the activities while I watched through another hole.

I went to bed with a real stiffy thinking about my mother fucking those two guys. The next morning I got up early and made my breakfast. While I was eating that, my mother came in wearing a very light weight nightgown and over that a negligee. When she stood near the door with the light behind her I could see the outline of her body under her clothes. "Well, that will come off her pretty soon," I mused to myself.