Chapter 3

Paul had intended to take a long, relaxing hot shower as he always did at home, but on second thought decided to make it short and sweet. He was only a guest here, and it wasn't polite to hog all the hot water. Stepping out of the shower, Paul reached for the towel, Alison had left him and leisurely dried himself off. His clothes were in Randy's room so he wrapped the towel around his waist and opened the bathroom door. He was halfway down the hall when he heard strange moaning noises coming from the bedroom across from Randy's. 'That's Mrs. Ross' room, ' he thought maybe she's sick or something.'

As Paul got closer, he noticed the door was slightly ajar and peeked inside. His eyes nearly popped out of his head. Alison was stretched out naked on her bed with Randy, equally naked, between his mother's wide-stretched thighs, slamming his rock-hard cock into her bucking cunt.

"Jeeessus!", whispered Paul, under his breath. His friend was fucking HIS mom too!

Paul stared wide-eyed as Randy continued to ram his mother's wet, clinging cunt full of hard, teenage prick. As Paul stood there, rooted to the spot, his own cock began to swell automatically at the sight, of Randy's long glistening weapon pounding savagely into his gorgeous, naked mother. Paul had always thought Mrs Ross was one hell of a foxy lady, and now, seeing her getting fucked by her own son made his prick ache with need. He thought of his own mother and wished he was home right now, doing the same thing to her that Randy was doing to Alison. But his mother was on a guilt trip and had refused to give in to his requests that they have sex regularly. Paul watched in envy as his friend really hammered it to his sexy, willing mother.

Randy soon had his mother on the brink of orgasm. The pleasure was so intense that Alison had to cover her own mouth with her hand to stop from squealing out as she normally did. She tried desperately to keep silent as Randy pumped his cock vigorously into her spasming cunt, she didn't want Paul to hear her over the noise of the shower. It wasn't until after Randy's cock exploded in her cunt that Alison realized she couldn't hear the shower running anymore!

"Shit!!", she gasped, scrambling off the bed. "Quick! Paul's finished his shower!"

"Fuck!", exclaimed Randy, grabbing his jeans and shirt from the foot of his mother's bed.

As the frantic pair dressed, Paul raced back to the bathroom and closed the door. He waited until he heard them pass by outside, then opened the bathroom door and went to Randy's room to dress, as if nothing had happened.

The rest of the night, Paul couldn't stop staring at Alison. The sight of her gorgeous, naked body stretched out under her son was etched into his horny young brain. His cock was in a constant state of semi- hardness just thinking about it. Alison seemed to notice it too. If he wasn't mistaken, she was stealing sly little glances at the bulge in his crotch every chance she got.

Randy suggested he and Paul get an early night since they had to make an early start the next day. Reluctantly, Paul agreed. He much preferred to stay up and talk to Randy's sexy mother, but Randy was insistent.

After almost an hour of tossing and turning, Paul was still wide awake. His mind was filled with lewd fantasies of Randy's mother. He imagined her sucking his cock, spreading those long, creamy legs wide to take his cock in her juicy cunt, and bending over to let him ram his cock up her gorgeous firm little ass. He was just about to jerk off with the frustration of it all when he heard Alison's bedroom door open and the light padding of footsteps heading down the hallway in the direction of the kitchen. Without thinking, Paul got out of bed and followed, not really knowing what he was going to say to her.

"Well, hello there, handsome," Alison said, smiling pleasantly as Paul walked into the kitchen. "I thought you'd be dead to the world by now. Can't you sleep?"

"Oh, I guess I've got insomnia," Paul mumbled, shrugging feebly as he looked at Alison, trying desperately to think of something to say besides what was going through his mind. She sat at the kitchen table in a short terry robe, sipping a small glass of brandy. "I guess I was kinda hoping you'd have milk in the fridge. That usually helps me get to sleep."

"Why, certainly, honey. Just have a seat and I'll get you a glass."

Alison rose, glancing at Paul's crotch as she turned toward the refrigerator. The youth's prick looked semi-swollen, and it was obviously a big one. Alison had no way of knowing that Paul couldn't sleep because he was thinking about her, or that he was horny and frustrated because his mother, Monica had refused to have anything to do with him sexually since their first torrid coupling days before. All she knew was that the quick fuck with Randy earlier had not been near enough to satisfy her. In fact, it just left a wet need pulsing in her pussy. She was still very, very horny.

'No, I shouldn't!' Alison thought, hesitating as she opened the refrigerator and pulled out the carton of milk. 'It's bad enough that I'm fucking my own son. I shouldn't seduce his friend too!' But her pussy was throbbing out a different tune and Alison grew hornier by the second as she thought of the delicious young cock bulging through Paul's underwear only feet away.

With her back turned to Paul as she fetched a glass from the shelf, Alison deliberately loosened the sash of her robe, so that when she turned around, it would "accidentally" fall open.

"I can heat up the milk, if you want, Paul."

"No, that's okay." Paul sat on the chair in front of the table. "Hot or cold, as long as it goes in my stomach."

Alison smiled sweetly as she turned back to him, carrying the carton and glass. Paul's bulging eyes went straight to her body. The loose robe now gaped open far enough so that he could see the inner slopes of her large jiggling tits. God, even his mother didn't have tits as big as those, though Paul.

"Th... thanks, Mrs. Ross," he mumbled.

She put the milk and the glass on the table, but remained standing in front of him. She smiled as she watched Paul's eyes move down, seeing her rounded belly through the partially-open robe, and the shadow of her richly-furred cunt. Alison stole a glance at the boy's crotch. She suppressed a sigh as she saw that her son's friend was growing a simply enormous hard-on, a huge, pulsing shaft of flesh that bulged obscenely through the crotch of his shorts.

"Don't you want your milk, Paul?"

"Uh... yeah! Sure, Mrs. Ross."

Paul's hands trembled as he picked up the glass and the milk carton, his eyes remaining locked on the incredible body under the robe. He was obviously already much too horny to concentrate on what he was doing. Alison smiled as she watched him pour the milk half in and half out of the glass, spilling it clumsily on his thighs and the floor.

"Aww, shit!"

"Ohh, Paul, you're making a mess." Alison stepped closer, feeling her big, firm tits sway sexily under the terry robe. "Look at how you're trembling, Paul. What are you so excited about?"

"N... N... Nothing. Mrs. Ross."

"Paul," Alison said, in a softer voice. "Why are you staring at my body like that?"

Paul gaped at her, his eyes opening wider as he distractedly put the glass and carton back on the table.

"I... I wasn't... "

"Yes, you were, Paul." Alison smiled and stroked his hair. "You don't have to be ashamed of it. It's natural for a boy your age to be curious about a woman's body. Boys your age are usually quite horny. That's why your cock is so stiff right now, isn't it, Paul?"

"I... I guess."

"Would you like to see more of my body, Paul" Alison asked softly. "I'll take off my robe, if you want."

Paul managed to nod his head. Smiling seductively, Alison slid the robe off her shoulders. The youth's jaw dropped open as he gazed at her large, stiff-nippled tits, his eyes falling to the tiny triangle of fleecy, dark-brown pubic hair that covered her pouty-lipped cunt. He could even see the narrow pink slit of her pussy glistening wetly in the light from the hallway.

"Oh, Jesus, Mrs. Ross!" Paul said excitedly.

"Oh, Paul, look at your cock!" Alison put her hand on her mouth in mock surprise. She was loving every moment of this.

"Maybe I shouldn't have let you look at my body. Look at how stiff your cock is now. It looks like you're about to burst right out of those pants!"

Totally embarrassed, Paul looked down at his crotch. She was right. His prick was throbbing and twitching obscenely in his shorts, leaking out so much pre-cum that the sheer fabric was stained with the milky juice. Alison, couldn't help herself. She dropped to her knees in front of Paul, and, grasping his shorts by the elastic waistband, swiftly yanked them down over his hips. A moment later Paul was naked, his huge hard-on pulsing and quivering in front of his stomach. Alison wrapped her fingers around his cock and smiled lovingly into his eyes, jacking his her fist rapidly up and down the long, thick shaft.

"Oh, fuck, Mrs. Ross!"

"Paul, I don't think you need a glass of milk after all," Alison purred. "I think a good cocksucking to help you get to sleep is what you need... Would you like me to suck this nice big prick of yours for you, honey?"

"Please," Paul groaned. "Oh, please!"

Smiling at the horny boy, Alison slid her fist to the pulsing root of his cock. Holding it tightly, she dropped her head into his crotch, whimpering shamelessly as she thrust the first several inches of the boy's long, throbbing hard-on between her lips.

His cock was huge and it tasted good, nearly as good as her own son's cock. Alison closed her eyes, breathing heavily through her nose as she compressed her stretched lips in a wet, ovaled circle around the veined stiffness of Paul's hot young prick. Then she started sucking him hard, puckering her full cheeks to increase the pressure around his cock-shaft.

"Oh, fuck, I can't believe this!" Paul gazed down at his friend's naked mother in a trance, shocked but excited by the sight of Alison's lips stretched around his cock.

"Suck it, Mrs. Ross!" He clutched her head and hunched his ass off the chair, fucking his big cock between her lips. "Oh, shit, that feels so good! Yeahhhh! Suck it hard! Suck the cum out of my prick!"

Alison forced her face farther down into his hairy young crotch, wanting to suck in as much of his wonderful cock as she could take without choking. Her hungry mouth made obscene slurping, smacking sounds as she worked on the boy's throbbing erection. Pre-cum was oozing heavily out of his fat, bloated cockhead, and Alison eagerly swirled her tongue around the puffy knob, lapping up his drooling cock-juice. It tasted great, and Alison couldn't wait for the boy to cum so that she could sample more of his delicious young spunk.

Face flushed and breathing heavily, the naked mom started sucking and jacking on Paul's prick much harder, rhythmically alternating between puckering and bellowing her cheeks around his pulsing cock. Her tongue laved and swirled around his cockhead, digging into his piss-slit, determined not to miss a drop of his oozing pre-cum.

"Oh, shit!" Paul was pulling her hair now, humping his ass urgently off the chair. "Suck harder, Mrs. Ross! Oh, fuck, you're gonna make me blow! Yeahh! Yeahhh! Harder, make me cum in your hot fuckin' mouth!"

Alison sucked the boy's huge cock as hard as she could, her breath whistling loudly through her nostrils as she sucked. Her right hand tightened around the rigid shaft as she jacked her fist up and down the portion of Paul's cock that wouldn't fit into her mouth. His seemed to swell suddenly as she jerked on the shaft and sucked the bloated, purple head to a to a hard, heavy rhythm. He's going to cum! Alison thought happily, moving her left hand between his trembling thighs, she cupped the warm hairy sac of his young balls and squeezed them gently.

"God! Fuck, I'm almost there!" Paul moaned. "Suck it, Mrs. Ross! Suck it, please suck it, suck my fucking prick! Ahhhh, shit, I'm cumming! Ahhhhhhhhh! Godddddd, yesssssss!"

His pulsing cock swelled to an incredible, bucking stiffness between her lips, before suddenly erupting in a series of powerful, creamy spurts that Alison's mouth to overflowing. She whimpered around Paul's erupting prick and sucked and jacked it even harder, determined to get every drop of his tasty young fuck-cream.

She had to swallow rapidly to gulp down all of his load, but she never missed a drop. In fact, her pumping fist kept coaxing more prick-juice out of his balls, until she'd finally lapped up the last traces of his jism. Even after Paul had stopped ejaculating, Alison nursed loving on his cock, sucking out the last of it. She had never been so hungry for a man's cum before.

After a minute or two, Paul's cock began to deflate in her mouth, but Alison kept up a gentle, insistent sucking action that soon stopped that. His virile young prick began to swell again and within minutes, it was almost as hard as before. Alison popped her lips off Paul's rejuvenated organ and smiled dreamily up into his dazed young eyes.

"I'll bet you think I'm a pretty good cocksucker now, don't you, Paul?" she purred, continuing to pump her fist feverishly up and down his prick. "Think you can keep this big cock hard for me, lover? My cunt got all wet from sucking you off. I'd really like you to fuck me!"

"Really?" Paul murmured enthusiastically. "Okay... where?"

"Let's do it right here on the floor, honey."

Paul looked confused. "But Randy might walk in on us."

Alison suppressed a giggle, remembering how hard her son had fucked her earlier while Paul was in the shower. "He won't wake up, Paul. Believe me. Now don't make me wait any longer. I'm so hot, darling. I really need you to fuck me right now!"

Alison slid away from him, her huge tits jiggling provocatively as she stretched out on her back on the floor. It would hurt her ass to hump off the linoleum, but she was much too horny to care. Alison stared hungrily at the naked youth's big stiff cock, wiggling her ass into a good position, then spreading her legs wide to offer him her juicy, hairy cunt.

"Fuck me, Paul," she said softly.

Paul slid off the chair, staring at her tight, wet pussy as he joined the naked woman on the floor. Alison cocked her legs high in the air, shamelessly opening her wet, horny pussy for the invasion of his prick. Paul quickly mounted his friend's mother, supporting his weight on arms outstretched beside her shoulders, his hard cock pulsing up and down against her cuntmound.

"You've got gorgeous tits," he said breathlessly, staring down at her large, firm breasts. Her fat nipples protruded stiffly with her desire. "I swear, they're even bigger than my mom's... ummm, I mean..."

His words trailed off into a feeble mumble, but Alison was too horny to pay attention. Eagerly she grasped Paul's rigid cockshaft, pulling him down with it, until she felt his big prickhead nudge between her cuntlips.

"Oh, Paul, it feels so big!!! Fuck me with it, Paul! Fuck my hot pussy with your big, fat prick!"

Paul pushed down eagerly, sinking his cock into her, and they both moaned loudly as Alison's tight, slippery cunt sucked wetly around the invading cockshaft. In and in, the long, thick shaft pushed, until Alison's tingling cunt was stretched wide around the pulsing thickness of the boy's cock. Paul let his elbows bend, crushing the horny mother's big tits under his broad, muscular chest. Then he started humping on top of her, fucking his rock-hard cock steadily in and out of Alison's tightly, clinging cunthole.

"Faster, Paul! Fuck me faster!" Alison threw her arms around his shoulders, shuddering as his long cock filled her with it's wonderful thickness, "Ohhhh, yessss! Fuck my pussy, fuck my hot little pussy! Unnnnhhh, fuck! Your cock is huge, baby! Ohhh, yeahhhhhh! Fuck it it there! Fuck it in!"

She lifted her legs higher, then scissored her ankles together high across his back. Madly, the naked mom bucked and humped off the floor, feverishly pistoning her horny, drippy pussy onto the boy's big, womb- probing prick. Paul fucked faster, his ass bucking and jerking, spearing his cock expertly in and out of Alison's bucking pussy. She was hunching her ass up off the floor with every thrust of his powerful young prick, fuckin him back for all she was worth. Soon the naked mom and her son's friend were fucking with wild abandon, the kitchen filled with their moans and sighs, the sound of their bellies slapping together, the squish-squish noise of her drooling pussy clinging to his huge, pounding cock.

"Uuuuhhh! Harder, Paul! " Alison moaned at last, as her pussy spasmed harder around his prick. "Oh, fuck, oh, shit, you're making me cum now! God, I love your big cock, Paul! Oh, yes, fuck me good with it! Harder, Paul, harder, I'm really gonna cum!"

Paul started fucking the horny, naked woman as fast as he could, slamming his big cock into her upthrust cunthole, banging her asscheeks onto the hard linoleum floor with every thrust. Alison's cock-stuffed pussy had begun to suck and contract uncontrollably around his young prickmeat and she knew she was on the verge of a very intense orgasm.

"Fuck my pussy, fuck my horny cunt!" Alison chanted, whipping her ass off the kitchen floor in a frenzy of illicit lust. "I'm cumming, Paul! Oh, fuck, oh, shit, keep fucking my cunt! Harder, Paul! Ram it in! Fuck me hard! Oohh! Ohhhhh! Ooooooooh! I'm cuuummmiiinnnggg!"

Her tightly-stretched fuckhole spewed out cunt-juice, spasming and rippling uncontrollably around the youth's pounding cock. Paul fucked the mom's cumming cunt as fast as he could, moaning as his swinging balls slapped the crack of her heaving ass. Suddenly Alison felt another load of jizz spewing out of his prick, this time spurting and splattering hotly, deep inside her pussy.

"Ohhhh, baby! Cum in me, Paul! Cum in my hot, fuckin' cunt!"

It was as big a load as the first one she had taken in her mouth. Paul lunged and fucked wildly on top of her, his seemingly endless torrent of creamy young sperm spraying into her ravished, clinging pussy. Alison wrapped her arms and legs more tightly around the boy's bucking body, continuing to fuck her clasping cunt onto his shooting cock. As last of his jism jetted deep into her belly, Alison felt it oozing back out of her hairy cunt-hole, puddling on the floor under her humping ass.

Paul slid his cock out of her cream-filled cunt, making Alison giggle as he quickly slid down her body to cup her enormous tits. Hungrily, the youth fondled and sucked her breasts, taking turns slurping each of her stiff, rubbery nipples deeply between his lips. Then Alison gasped with surprise as he slid down farther, planting wet kisses on her undulating belly, finally nuzzling his head between her thighs.

"Oh, Paul, you just shot so much cum in there. You don't really want to lick my pussy now, do you, Paul?!... Oh, Paul!... Ooooh, that feels good! Ohhh... yesssssss!"

The horny youth moaned as he rubbed his face in her wet, hairy, just- fucked pussy, coating his cheeks with her sticky fuck-juices. Then he thrust his tongue up Alison's cunt-hole and busily started lapping out the tasty mixture of jism and cunt-juice that filled her hot, swollen little slit to over-flowing He opened her pouting cuntlips with his fingers, exposing the glistening, wet pinkness within. Alison whimpered as his sluicing tongue licked closer and closer to her pulsating clit.

"Oh, God!" She clutched his head and started humping her ass again, shamelessly fucking her throbbing pussy onto the boy's mouth. "That's fantastic! You're gonna make me cum again, honey! Unnggghh! Suck my clit, Paul! Put it in your mouth and suck it good and hard!"

Paul started licking the swollen, pulsing little bud with his tongue and nibbling it gently with his lips, making Alison's thighs tremble as waves of intense pleasure coursed through her incredibly-aroused body. Finally the boy pursed his lips on her ultra-sensitive clit, sucking it hard, at the same time, pumping his fingers in and out of her buttery fuck-hole.

"Oh, fuck, Paul!" Alison felt her cunt contracting around fingers as the second powerful climax with minutes flooded through her loins. "You're making me cum, lover! Suck my clit! Fuck my cunt! Oh Jesus, Paul! I'mmmm cuuummmiiinnnggg!"

Alison's climax lasted even longer this time, crashing through her quivering body until she thought she would pass out from sheer pleasure. Paul kept licking and sucking and finger-fucking her until she came down from her high, obviously loving the heavy flow of pussy- cream that oozed out of her curly-haired cunt. He worked on her leaking slit until he'd licked up every drop of her spendings, then rested his head on her belly, his tongue lightly flicking her clit, like a contented little puppy. She stroked his hair tenderly.

Paul had been a marvelous fuck, Alison thought happily. Almost as good as her very own son. A horny little tremour passsed through her cunt as she imagined having both of them fuck her at once. It was a totally depraved idea and she wondered if the boys would be willing, but the more Alison thought about it, the more she wanted to try it.

"Jesus, Mom," murmured Marty, sprawling naked beneath his mother on her bed. "I never thought you'd be so fuckin' horny!"

"Unnnghhh! Don't talk, just fuck my pussy, Marty," Kate panted. "Fuck Mommy's cunt with that big fat cock, baby! Make me cum, again!"

It was late in the morning, a good half-hour after Marty should have left for his first class at school. Kate knew she would have to let her son go soon, but in the meantime, she wanted his hard young cock drilling her pussy until she couldn't cum any more!

They'd fucked for the very first time the night before, and Kate just couldn't get enough of her son's virile young prick. He was as insatiable as she was! Again and again, he'd fucked her cunt, well into the early hours of the morning, and when Kate had woken him at seven a.m. his young cock was still as long and as hard as a railroad spike! Now she just wanted him to keep fucking her gooey little pussy, and shooting her cunt full of hot teenage jizz.

The naked redhead mom was was on top of her son now, her knees on the bed to either side of his slim hips, clutching his shoulders as she bounced her insatiable pussy up and down on his erect prick, her juices making Marty's thick, bloated shaft glisten in the early morning light streaming through the bedroom window.

Marty's cock was still extremely stiff, despite all the loads of cum he'd emptied into her pussy. A young stud like her son could obviously keep his cock hard all day and all night, at least that's what Kate hoped, anyway.

"Harder, Marty!" Kate pleaded. Her voice cracked with passion as she quickened the speed of her humping, shuddering as she pistoned her tight, clinging pussy up and down on her son's erect prick. "Mommy wants another cum, lover! Oh yeahhhh, Marty! Keep fucking me! Fuck my hot little pussy as hard as you can, baby!"

Marty stared down at the juncture of their naked, writhing bodies, excitedly watching his juice-slickened cock sliding deeply in and out between the clasping lips of his mother's tight, fur-lined little pussy. He slid his hands down from her jiggling tits and gripped the madly-humping globes of her ass. Then he started humping much harder beneath her, ramming his huge cock up into the clinging heat of his naked mom's eager fuck-hole until Kate thought she'd faint with sheer pleasure!

"Oooooohhhhhh, God! Yesss, Fuck me, fuck me, fuck me!" Kate chanted, her cute young-looking, face contorting with obscene incestuous pleasure as her hungry pussy sucked and spasmed around his monstrously engorged young prick. "Unggghhh! Mommy's cumming again, Marty! Oh, please fuck me, darling, harder, harder! Oh, fuck, I'm cumming again! Yessss, baaabby, Mommmmyyyyy's Cummmiiinnnggg!"