I heard the laughter coming from my mother's bedroom, that's what first caught my attention, but now I just stood there in a stunned silence! My brain couldn't fathom what my eyes were seeing, there, there on mom's king sized bed, were my mother and her best friend, Rena Wilson, hugging and kissing and both of them stark assed naked. You have to understand my bewilderment, first off I didn't have a clue that my mother was gay and secondly, my mother Mary is 54 and Rena just turned 55 and yet there they were rolling around on the bed like a couple of teenagers.

I had left my college class early because of a stomach virus and when I parked in the garage I had seen Mrs. Wilson car parked at the curb which really wasn't all that unusual. Rena and mom had been best friends ever since their college days and she was over at our house three or four times a week. I always liked Rena, she was funny, cute, wore really sexy outfits, was extremely outgoing and teased me mercilessly and yet had always been like a second mother to me. During my teenage years I had often used her as one of my sexual fantasies, jacking off with thoughts of being between her long tanned legs, my cock sliding in and out of her wet pussy while she screamed for more.

Now as I watched them my thoughts returned to those teenage years and my cock began to stir. Rena is nice looking woman even at her age. She's tall; maybe 5' 7" with long blonde hair, long legs and medium sized boobs. My mom is about two inches shorter than Rena, is a brunette but still has a nice body topped off by her 36C breasts. Yes, if you must know, I looked in the dirty laundry hamper when I was 14. In fact, in those days I used to masturbate with my mothers' panties over my face, the aroma of her pussy filling my nostrils as I slowly jacked off. Those fantasies of mom and Rena lasted until my first real girlfriend let me slip my hand underneath her sweater and touch her bra encased breasts, I had just turned 16.

My thoughts returned back to the present and I realized that I should leave, after all they deserved their privacy but I just couldn't take my eyes off of them. Mom was spread out on her left side, her butt facing me with one leg draped over Rena's legs. She had her right hand somewhere South of Rena's waist and her mouth on Rena's left breast. Rena was lying on her right side cradling my mother's head to her breast and moaning with obvious pleasure. Even though it was my mother and her best friend and even though they were both more than twice my age, my cock began responding to the sight unfolding in front of my eyes. I rearranged myself in my pants and stepped back just outside the doorway and into the shadows as I continued to watch and listen to them.

"Oh God yes Mary, keep sucking baby, Sweet Jesus it's sending shivers all the way down to my pussy. Oh God yessssssss. Suck me honey."

My mom lifted her head up. "You want me to eat you Rena or would you rather 69?"

"Just eat me honey, you know I can't concentrate on sucking you while you're eating me."

"Alright, then turn around and climb on."

I had never heard mom or Rena utter a single profanity before and was a little surprised by their constant use of street vulgarities. Mom rolled over onto her back and pulled a pillow down under her head and got comfortable while Rena got onto her knees and turned around and swung a leg over my mother's shoulders then moved her butt backwards and down onto mom's face. I couldn't see mom's tongue but I could tell by Rena's expressions and what she was saying that mom was right on target. Without taking my eyes off of them I unzipped my Dockers and pulled my cock out and started to slowly stroke myself.

"Oh God yes Mary, that's it eat me. Get your tongue on my clitty and suck it. Yes baby, that's it. Oh fuck yes, suck it baby, suck it and make me cum"

Rena was ridding mom's face like a cowboy rides a bronco, squirming all around on her face, bending over, sitting up, playing with her breasts and all the while mom just held onto Rena's hips and continued to pleasure her. I noticed that when Rena arched backward that her breasts were a little saggy and hung down onto her chest like semi deflated balloons, still I thought she was so fucking sexy. Rena's breasts had large dark red areolas with nipples the size of grade school pencil erasures. I could see my mom's breasts too; her hard nipples pointed towards the ceiling, her boobs jiggling back and forth as she moved underneath Rena.

"My nipples Rena — play with my nipples."

Rena just laughed. "No baby, not your nipples, I'm going directly for your pussy." With that she kept her pussy pushed onto mom's face and bent forward until she was laying almost flat on mom's stomach, her head between mother's legs licking on her pussy in the traditional 69 position. My mother had moved her legs up underneath her and used that leverage to lift her hips up and into Rena's face. I watched as Rena's tongue entered my mom's pussy and mom bucked upward and in that one moment an entirely new scenario developed.

When mother bucked her hips it caused Rena's head to snap upward and in that instance, a microsecond of time really, Rena eyes focused on me standing in the doorway with my cock in my hand. I instinctively stepped backward and at first I wasn't sure that she had even seen me because she didn't react at all, she just kept pushing her pussy into my mom's face, but then she starred directly into my eyes, nodded her head and smiled.

I was mortified at being caught spying, much less jacking off, and I hurriedly shoved my now limp cock back into my pants and prepared my escape when I saw Rena shaking her head in a 'no' motion. Rena had already stopped eating mom's pussy, and now she sat up and turned sideways looking backward at mom.

"Mary?"

"Huh, what?"

"You remember that conversation we had a while back about Richard?"

"Richard? What about Richard? What the hell are you talking about?"

"Oh come on Mary I know you remember. Last week I told you that I thought that Richard had grown into a very nice looking young man and you agreed. Then I said if I had the chance I would love to fuck him and you hummed and hawed around for a while, then you admitted that you had similar fantasies. Now do you remember?"

"Alright, alright, I remember, so what?"

"Well honey, your son is standing in the doorway watching us making love and stroking his hard cock."

"WHAT! What the hell are you talking about?"

My mother struggled to get out from under Rena, pushing and shoving until Rena finally rolled off mom and onto the bed. "Just look for yourself honey." She said pointing towards the doorway.

I was totally frozen in time, unable to move just like the proverbial deer caught in the headlights of an on-coming car. Mom finally managed to push herself up onto one elbow and saw me standing there. She grabbed the sheet and pulled it up covering her body and screamed. "Oh my God! Richard what are you doing home?"

"I'm sorry mom I really am. I didn't mean to be spying on you two I came home early and when I heard noises coming from your room I looked in and I saw you and Rena."

"You fucking little pervert, you were too spying on us. What I do is none of your damn business, and you should be ashamed of yourself, now get the hell out of my bedroom."

As mom continued to scream profanities I felt the beginnings of warm salty tears running down my cheeks and I turned and ran down the hallway and into my bedroom, slamming the door behind me. It wasn't more than five or ten minutes later, although it seemed like an eternity, that there was a gentle knocking on my door. I had kicked off my shoes and was sitting on my bed, sniffling and trying to figure out what was coming next. "Come... come in."

The door eased opened and Rena peeked around the edge. "Are you alright honey?"

"Yea, I guess so. God Rena I'm so sorry I really didn't mean to be spying on you but when I saw you on the bed I just couldn't take my eyes off of the two of you."

"It's OK baby, I understand and I'm not mad at you and I really don't think your mother is either. Can I come in for a minute, we need to talk?"

"I guess so." She walked in and I saw that she had put on one of mom's old robes, and it was tightly belted around her waist.

"Look honey, like I said mom and I aren't mad, I guess that you just caught us off guard, that's all."

I wiped my eyes and looked her. "Rena, are you and mom lesbians?"

She laughed, a deep throaty and yet very sensual laugh. "Good God Richard, absolutely not! Look honey, do you mind if I sit on the bed while we talk?"

"No, that's fine." I moved over to give her some room and when she sat down next to me her robe gapped a little bit and I could just see the top of her left breast.

"Look Richard your mom and I have been friends forever and on occasions we sleep together so I guess the PC term is that we're bi-sexual. You see, your mom and I were roommates in college and that's when we found out that we liked women as well as men."

"What happened Rena, I mean how did you and mom find out?"

"Well one night your mom and I had a little too much to drink and we were teasing each other, you know, making dares and so forth, and I dared your mom to French kiss me and when she did it sent shivers down my spine. It was a kiss like I had never had from any of my male dates. We both just sat there dumbfounded for a couple of minutes then we hugged each other and started kissing, then rubbing each other and from there it just kept going until we found ourselves naked and in my bed making love. Neither of us had ever tried anything like that before and we just kind of went on gut instincts but we liked it and have kept it up all these years. I know this will sound strange to you but two women making love is a very gently and satisfying distraction from the wham-bam love making of a husband and now that we're both single the dating scene is even worse, especially for older women. Your mom and I both love men, in fact didn't you hear what I said about you."

I nodded my head yes. "Did you really mean what you said Rena, that you and mom had fantasized about going to bed with me?"

"Absolutely! Christ Richard I know how weird this must sound to you, after all I've known you since you were born. Look, you have grown into a handsome young man and I would kill to get you naked and in my bed and I think maybe your mom would too, if you gave her half a chance."

I pondered that for a minute. I certainly wasn't morally against the idea, after all I had fantasized about mom and Rena years ago and having the chance to have two women at once was every man's dream, but I wasn't sure if I could pull it off. "I don't know Rena; going to bed with you would be one thing but with my own mother? I'm not sure I could keep a hard on with mom lying naked next to me."

She laughed at my candor. "OK, that's a fair retort Richard, but let me tell you something, once you start making love you won't be thinking about her being your mother, all you'll be thinking about is the pleasure of pussy - I guarantee that. But be honest with me honey, do you think your mother is pretty, maybe even a little sexy?"

"God yes! I never understood why dad left her in the first place."

"I thought that might be the case." She leaned forward and gave me a peck on the cheek. "Wait right here Richard, I'll be back in just a minute."

"Alright." Rena walked out of the room and gently closed the door behind her. I could hear them talking, well actually I could hear mom; her voice was loud and she seemed to be really upset.

"FOR CHRIST'S SAKE RENA, YOU'RE FUCKING NUTS!"

"Fuck you Mary just fuck you, you've already admitted that you fantasized about Richard now here's your chance to make that fantasy come true."

"This is crazy Rena, Jesus he's my son, its incest and it was just a fucking fantasy, you know between you and me, something I used along with my hand and my vibrator to get off, it wasn't supposed to really happen. I'm 34 years older than Richard and even if, and that's a big if, I wanted to go to bed with him what makes you think that he would want an old woman who also happens to be his mother?"

"My God Mary, if you could have seen him standing in the doorway stroking his cock and watching us you wouldn't have to ask that question."

"I don't know, its bad enough that he knows that we're lovers, but too actually have him in my bed, his cock inside me, I just don't know if I could really do it."

Rena laughed out loud. "It's pretty amazing that both of you are concerned about exactly the same problem."

"What do you mean that we're concerned about the same problem?"

"He told me that he wasn't sure if he could keep a hard on with you lying next to him and now you've said almost the same thing. Let me go talk to him Mary, see what he is really thinking about."

"OK, but don't push him if he doesn't want me..."

"Want you? Christ he told me that he thinks you are pretty, sexy and he didn't know why Ralph ever divorced you."

"He did, really. He said that?"

"Yup, he sure did and now I'm going to go talk to him and see if he would like to join us for a threesome. You just keep an open mind about this Mary, promise me?"

"Well, alright."

I hadn't moved a muscle since Rena left, I was just sitting there thinking about actually having the chance to fuck both of them and with those thoughts my cock returned to its former state of hardness. There was a light knocking on my door and I called out. "Come in." Rena walked back into the room and sat down on the bed beside me.

"Look Richard your mother is still a little, ah, upset about the idea of having both of us as lovers but she is keeping an open mind and willing to see what happens. She also thinks that you believe that she is too old to be desirable."

"Oh that's not true, not at all."

"Also, like you, she wasn't sure if she could make love to her own son until I told her you had the same trepidation's. Look Richard if we're going to go back in there together I need to ask you some very pointed questions, OK?"

"Sure."

"Given what you and your mother have said to me, if you had the chance, and I do mean IF, would you make love to your mom?"

I had been mulling that possibility ever since Rena walked out of my room. With the reality that I could actually fuck both mom and Rena, I now had the answer. "Rena, if mom really wanted to make love to me, I would jump at the chance."

"So then, you don't think your mom or I are too old for you?"

I thought for just a minute before I answered. "No, absolutely not. I've always thought that you were really sexy, wearing all those revealing clothes, teasing me and all and when I was a kid I used to jerk off thinking about you. But I never thought about you as a real sexual partner, mostly because I didn't think you would want a teenager and also because you were my mom's best friend."

Rena stood up, untied her robe, and it fall off her shoulders and down onto the floor, she was standing there, naked and vulnerable. "Look at me Richard; you know how old I am, do you still think I'm sexy? I've got saggy tits and my butt hangs too much and although I've got nice legs I've got wrinkles in places I'm sure you've never seen wrinkles."

I knew that this was a critical stage of our conversation so I sat up, turned around on the bed and pulled Rena in between my legs and hugged her. Then I wrapped one arm around her neck and gently pulled her down and kissed her. Lightly at first then my tongue eased in between her lips and as I sucked on her tongue my other hand reached around her back and caressed her ass.

She finally broke the kiss and stepped back. "Oh God Richard I've wanted to do that for so damn long."

"Come on Rena take me back into the bedroom, if my mother doesn't want to make love to me I understand that, but I do want to make love to you."

"Alright Richard, let's go but first you have to take off your clothes and let these tired old eyes feast on your body, after all, you've seen us nude and now it's my turn. Fair play and all that crap."