“Huff huff!”

“Ohh...”

Greg blinked away the sleep as he opened his bedroom door and stumbled out in his underwear. What was the noise that had woken him up? The 18-year-old high school student shuffled into the main area of the house and tilted his head to peer into the kitchen. He stifled a gasp upon seeing his stepmother bent over one of the kitchen chairs, naked, getting fucked from behind in the gloom of night.

“Ohh!” she moaned again as she pushed back at her lover.

“Huh! Huh!”

Greg angled his head a little more, as those grunts didn’t sound like his stepfather, and his eyes widened as he saw his brother Julian pounding into the older woman. Greg didn’t move ... he realized that his vantage point was safe, as the fucking couple was sideways to him ... Diana, their stepmother, had her eyes closed and Julian was only paying attention to the sexy lady as he sawed his cock into her.

Julian reached forward to grab her breasts. They weren’t huge but neither were they small. Greg had no eye for cup sizes, so had no idea that they were a B-cup.

“Mm! MHM!” the woman moaned as her body shook in pleasure.

“Shit!” Julian hissed as he pulled out, turned his naked ass toward his hidden brother, and then pushed the woman down to her knees to shove his cock into her mouth. “Ugh! UHH!”

“Mmm...” Diana moaned as she swallowed her stepson’s load.

Finally, Julian pulled back and helped her to her feet. “That was great, Mom ... you head back to bed now, okay?”

“Mhm.”

Greg froze. Diana was coming right toward him now ... there was no way that she wouldn’t notice him, except ... she didn’t. She walked right by him on her way to the stairwell that would take her to the second-floor bedroom she shared with her husband, her eyes open but apparently unseeing. Julian had left the kitchen by the far entryway, closest to his own bedroom, and that door was already closing.

Greg watched the plush ass of his stepmother as she ascended the stairs. He’d never really thought of the brunette as sexy, given that she’d been a mother figure to him for over ten years now, but he was literally seeing her in a new light.

But why hadn’t she noticed him? Shaking his head, Greg noticed that his cock was hard and went back to his room to take care of it with the new and confusing ‘spank bank’ material he’d just witnessed.

Greg and Julian, unrelated but friends in the orphanage, had been adopted at age six, twelve years ago, by Diana’s husband Connor and his then-wife, as it seemed that the couple couldn’t have children. Their adoptive mother had died in a car crash only a year later. Connor had done his best to be a single dad but was woefully ill-equipped, so had hired a nanny, Diana, who was only twenty years old at the time. One thing led to another and the adults grew together, finally getting married and making her the boys’ stepmother. She’d already taken care of them for a couple years by that point, so it was an easy transition. She was currently just over thirty years old to her husband’s forty.

Greg hadn’t gelled with Diana in the same way Julian had, the other boy just happy to have a mother figure in his life. Greg was a solitary kid, mostly keeping to himself, though happy that his ‘brother’ was taken care of.

Well, he’d certainly been ‘taken care of’ last night, Greg mused as he woke the next morning. How long had that been going on, he wondered?

At breakfast, Greg noticed that Julian was very attentive to Diana, asking her if she needed help or taking care of the dishes without being asked ... if Greg hadn’t stumbled upon them last night he probably wouldn’t even have noticed, but now it was obvious that the young man was smitten. Diana, however, seemed oblivious, as did her husband.

Greg had noted the time that he’d been woken up the previous night and set a vibrating alarm on his phone for fifteen minutes prior to that. When it went off, he slipped out of his bed and opened his door a little. Sure enough, he could make out two figures in the twilight of the living room.

“C’mon, Mom, sit down,” Julian directed his naked stepmother onto the edge of the couch cushions before he brought his face between her legs.

“Ohh...” she sighed and lay back as her stepson licked at her pussy. After a few minutes of her continually moaning, he stood up, pulled down his underwear, and lined his hard member up with her glistening hole. “Uhhm...” she groaned as her stepson’s cock slipped into her wet channel.

Greg was still angling his head out of his bedroom door, unnoticed because Julian was facing away. Diana, however, would have seen her other stepson if she’d been in her right mind. Greg had done some internet research and figured out that she must have been sleepwalking and his brother had taken advantage of that at some point. Their stepmother had trouble sleeping and had started a new medication a few weeks ago, so that might have been the start of all this.

“Uh! Uh! Uh!” Diana grunted as Julian thrust into her from above.

Greg pulled out his cock and stroked it as he watched the incestuous incident.

After a few minutes of furious fucking, Julian pulled out, stepped up beside her on the couch, and dipped his cock into her mouth to finish again. “Unh! Yeah...” he moaned as the older woman gulped it down.

Greg had almost cum but stopped when his brother did. He watched as Julian pulled his stepmother to her feet, directed her back upstairs, and then returned to his bedroom on the far side of the common area, not even looking back.

Diana had to pass close to Greg’s bedroom to reach the stairs so he stepped out, took her hand, and turned her toward him. “Mom?” he whispered.

She just stared forward, unseeing.

He touched her cheek. “Mom, can you hear me? Ohh...” He looked down ... she had taken a hold of his hard cock, which had slipped out of his underwear, and was stroking it. “Oh wow ... um ... Mom, it’s Greg. Ohh...”

Unbidden, the sexy brunette dropped to her knees and engulfed her other stepson’s cock with her hot mouth. It only took another thirty seconds before he filled her tummy with another batch of hot, incestuous sperm.

He helped her to her feet and scanned her body in the gloom. She was beautiful, maybe 5’8”, with shoulder-length dark hair, gray eyes, a trimmed ‘landing strip’ of pubic hair between her legs, and perky breasts topped with hard, pointy nipples. He really wanted to grab them, but this was already too weird. “Mom, go to bed.”

She turned and headed up the stairs.

“Not hungry, darling?” Connor asked his wife the next morning as she pushed away her toast.

“Strangely full this morning,” she replied as she took a gulp of milk. Julian blushed as she licked away the white from her upper lip.

Their parents had a strict bedtime schedule which seemed to lead to a consistent time for Diana’s sleepwalking. That night, Julian went down on his stepmother before directing her to climb astride him on the couch. He moaned as her hot box surrounded his youthful erection and she began to grind upon him.

“Fuuuck...” the young man moaned and moved forward to take one of his stepmother’s hard nipples into his mouth.

“Erh...” she moaned and rode him, though without a lot of energy ... she was asleep, after all. After a few minutes of this, though, her sleepsexing body started feeling something pleasurable rising from deep inside and moved upon him faster.

Julian enjoyed when he managed to make his stepmother cum, which usually set him off, but for some reason this new position was really doing it for him and he was going to shoot soon. He grit his teeth and tried to hold off until she reached her own orgasm, but then she switched up her movements and ground down upon him again. “Shit, get off...” He tried to push her to the side, but she clung to him as she chased that compelling sensation. “Ohh...” He arched his back in pleasure, but then made a supreme effort, rolling her to the side, yanking his cock out of her and immediately spurting his load right up her front. What neither his voyeuristic brother Greg nor their stepmother knew was that he hadn’t pulled out in time and his first shot had gone right up inside the unsuspecting woman. “Sorry, Mom, don’t move...” He grabbed some tissues, but when he turned back, he saw that she was rubbing furiously between her legs, trying to reach her own release but accidentally spreading his dangerous sperm all over her privates. “Shit! No, stop...” He vigorously wiped at her cum-covered body, using tissue after tissue. Finally, she was dry and seemed to have calmed down. He pulled her to her feet. “Go back to bed, Mom.” Then, as usual, he turned and headed back to his own room, once again not even looking back ... she always did as directed.

“Mom, come with me,” Greg whispered from his door as she got close, and she turned to follow him into his room. There, he moved her to his bed, but instead of sitting to suck his cock, she got onto all fours, her plush behind pointed right at him. “Oh ... um...” He got onto the bed behind her and grabbed her buttcheeks, angling his head to see if she would wake up, but given the previous nights with Julian, it seemed that she wouldn’t for anything. Noticing that she was pushing her rounded ass back at him, he moved his hips so that his hard cock was right in line with the opening between her puffy pudendum. A second later, he gasped as she pressed back and the tip of his cock slipped inside her very wet pussy. “Oh wow...”

“Mm...” she moaned as she shimmied her hips and pushed back harder. Another inch of her other stepson’s cock slipped inside. Greg’s member was actually thicker than both Julian’s and her husband’s, so her pussy stretched to accommodate it, a compelling pressure that made her wanton body, denied an orgasm earlier, want to take his entire length.

For his part, Greg just knelt there as his stepmother’s hot pussy gobbled up his virgin dick. It’s not rape if she does it herself, right? he asked himself. He groaned as she took half of him, then three quarters, and then their crotches were rubbing against each other. Her insides were like a steam room, if you were also bundled up in tight, hot, damp towels. He’d never felt anything like it, not even when she’d sucked him off the previous night. “Ohhh...”

“Mmm...” she moaned and pulled forward. When just the head was still inside her, she pushed back, tantalizingly slow.

“Shiiit, Mom...”

She pulled forward and pushed back again, a bit faster ... then a bit faster.

Greg was in heaven, just kneeling there as his sleeping stepmother fucked herself on his cock.

Diana’s sleeping body felt that compelling sensation rising from deep inside her again and moved faster upon that thick member that was making her feel so good.

For Greg, his entire existence was now just his cock and how it felt as his stepmother fucked back at him. The virgin did his best to hold back his orgasm, but when Diana grunted and shoved back at him hard, he felt the tip of his cock tap something deep inside her and that was it ... he cried out as his balls, already swollen from watching her fuck his brother on the couch, gave up their contents. His loins thrilled as his load rushed pleasurably up his length before blasting his stepmother’s cervix with a veritable tidal wave of sperm-filled semen.

“HHHNNGGHH!” she grunted as she came hard upon feeling her forbidden lover inseminate her unprotected depths. She thrust her hips back at him energetically, feeling pain/pleasure sparks as his spewing cock impacted her spasming cervix again and again. “NNGH! Huhh!” Finally, she pulled off of him and collapsed forward, her body still shaking from the delayed release.

“Oh shit.” Greg realized he’d fucked up big time. His brother had been pulling out when he came, no doubt to hide any evidence. Diana and his adoptive father hadn’t had a child in almost ten years of marriage, so figured that she was either on birth control or couldn’t have children herself. He reached for his tissue box to try to clean up his stepmother’s dripping puss. It took a long time before he sent her back to her own bed.

“I need to talk to you, mister!” Diana growled as she pulled Julian into his room and sat him on his bed.

“Uh, what’s up?”

“We had a deal, Julian ... you don’t cum inside.”

His face heated up. He didn’t think she’d notice that one spurt! “Sorry, it was an accident.”

“If you can’t be trusted, then I’m going to switch medications and no more sleepwalking.” As he opened his mouth, she cut him off, “I know you don’t want a good thing to end ... you get your rocks off and I wake up feeling great ... that’s win-win, right?” He nodded. “I have no memory and there’s no evidence, so it’s not like I’m cheating on my husband, but the important thing is no evidence, Julian.”

He lowered his head. “I’m sorry ... won’t happen again, Mom.”

Sensing the end of the conversation, Greg stopped eavesdropping at his brother’s door and dashed back to his own bedroom as quietly as he could. Diana knew? His regard for her took a swan dive ... how could she do this to her husband? How could Julian do this to their adoptive dad?

Two weeks previous:

Julian stepped out of his bedroom and in the darkness could just make out his stepmother Diana laying back on the living room sofa, naked and moaning. He stepped back before she could see him. As his eyes got used to the gloom, he could make out her darker nipples and her hand between her legs. Why the hell did she come downstairs to do that? he wondered. A few minutes later, she arched her back, softly cried out in pleasure, and lay back. Julian waited, his cock hard, but he didn’t want to touch it in case she noticed the movement in the darkness of his doorway. A few minutes later, she got to her feet and headed back upstairs. In the privacy of his room, Julian took only a few seconds to whack a load off into some tissues.

At breakfast the next morning, he kept glancing at his stepmother’s form, hidden under her clothes. She didn’t have large breasts, but a beautiful face and a nice, rounded ass ... why hadn’t he noticed before?

“You okay, Julian?” she asked him with a questioning tilt of her eyebrows. He blushed and nodded.

That night, he couldn’t sleep, and kept an ear out until he heard her come into the living room, naked once again. He was wearing his underwear as he stepped out. “Mom?”

She paused and turned toward him.

“Mom? Why aren’t you wearing any clothes?” He could see one of her hands move up to rub at one of her gorgeously perky breasts. “Mom?” He’d moved closer, his eyes roaming her sexy body in the gloom, but when he looked up at her pretty face he noticed that she didn’t seem to be focusing on anything. “Are you ... sleepwalking?”

She sat on the couch, lay back, and started stroking between her legs while that other hand massaged one of her boobs.

Julian’s cock was tenting out his underwear at the sexy display, but he didn’t want to just ogle his mother figure ... well, he did, but he had enough respect for the woman to try to wake her. “Mom, wake up!” he hissed. “Ohh...”