Billy Williams was my best friend at that time and we were virtually inseparable. Billy was a few month’s younger than me, tall and slender, with fairly long, light brown hair. We’d pal around and do all kinds of things together. Yes, as horny teenagers, we had even masturbated together and had “jack off contests” to see who could shoot first. Anyway, my mother was always friendly and happy around Billy. She was always willing to play popular board games and cards with us. Enthusiastically getting into the excitement as the competition became more intense. She was particularly deadly serious when we played “cut-throat” hearts.

Mom also said that as teenagers we certainly needed to know how to “slow dance,” if we were ever to have girl friends. Consequently, she would frequently give us lessons on slow dancing, holding us close and swirling us around the living room to music played on the hi-fi. This latter activity! proved to be particularly interesting. Both Billy and I would get tremendous hard-ons while my mother would hold us tight as we danced. I frequently noticed that Billy almost always had an obvious erection after my mother would grind her pelvis into his groin during our dancing sessions. Billy would anxiously try to disguise the fact that he had a full-fledged erection. I’m sure my mother had noticed that as well, which led to another strange change in my mother.

After Billy left to go home one afternoon, my mother asked me a number of questions about him. The conversation eventually rolled around to sexual topics and just how much Billy knew. Now, Billy was younger than me and barely sixteen years old. As I mentioned before, although we’d done the usual boy experimenting and jacked off together, I knew that he was every bit as naive as I had been before my mom and I began to fool around. We talked for a while and my mother suggested that it would be nice to have Billy come to our house for a special sleep over. I was shocked. “Mom,” I said “are you going to try to play around with Billy, too?”

She just smiled softly. “Well, we’ll just see what happens. Later that week she called Mrs. Williams and invited Billy to spend Friday night with us. Mrs. Williams was delighted and promptly agreed, telling my mom that she’d drop him off about four on Friday afternoon. She did just that and another new adventure was about to begin.

I remember that first sleepover night vividly. Mom, Billy, and I played some board games after he arrived and we talked about school, sports, and about the girls in our class. After a while mom went off to fix dinner and set the table while Billy and I watched television. Later we ate mom’s delicious tuna noodle casserole and then we helped her clear the table and assisted her by wiping the dishes as she washed. We watched TV for a while, but the TV shows that night were not all that interesting and soon my mother started asking Billy more questions about girls.

I was really surprised how direct she was. She asked if he dated any girls and did he have a special girlfriend. At sixteen, Billy had a few dates, but didn’t really have a regular girlfriend and by the way the conversation was drifting, I could see that he was more than a little uncomfortable. Regardless, she continued to press him, becoming ever more probing … how far had he gone with them and she even asked if he had ever seen a girl naked.

Billy was confused and at a loss, thrown off by the prying questions of his best friend’s mother. Then she asked him, “Billy, do you ever got erections? I know that Tommy does get really big hard-ons.” This was certainly a lot more probing than I ever expected from my mother. “Billy, you’re a normal growing boy,” she continued in a soft, soothing voice, “Now, you’ve had your penis get hard, haven’t you?”

Somewhat embarrassed, he stammered, “Well, yes, I have.”

“Have you ever masturbated … jacked-off? Tommy does it a lot.” By now Billy was beet-red and bewildered as he looked at me. He didn’t know how to answer my mother’s questions. I wasn’t ready for the next one: “Do you like to do that? Does it feel good when you masturbate?” Billy couldn’t answer her but just slowly nodded his head. She continued in the gentle calming voice, “… and do you cum when you jack off?”

He paused quite a while looked at me and then quietly answered. “Uh, huh, sometimes.”

“Oh, doesn’t that feel good!” she enthused “Do you like that, too? Tommy certainly does.”

He timidly looked back at her and said, “Ah …, ah …, well, Mrs. Watkins, … it feels really good.” I could feel my own dick getting hard in my jeans, excited by this discussion between my mother and my best friend. I quietly reached a hand to my pants in order to rearrange my dick.

Mom kept on as she continued to softly ask Billy probing questions. “Billy, what does your cum look like? Is it creamy and white?”

After a pause, Billy continued. “Yeah, I guess so,” he quietly answered.

“Why don’t you show me how you do it. I’d like to see you jack off. Would that be all right with you?” Billy paused again before answering, shooting another furtive glance in my direction. He couldn’t believe what she was asking. This was his best friend’s mother!

“Ah, ah, well, I guess so,” he murmured. I could tell he was hesitant, but also getting pretty hot and excited by my mother’s questions and comments. I could also see he had a stiff dick in his jeans, anxious to be released. As hesitant as he was, I knew that he would enjoy jacking off, particularly in front of my mother. He slowly unbuckled, slid his jeans down, and pulled his jockeys to his knees.

“Oh my,” she said, admiring his long, slender dick. “Now, show me how you jack it off.”

“Okay,” he mumbled and started pumping it up and down. Moments later, his tempo quickly increased and soon he closed his eyes as he enjoyed the sensation. I knew that he was also absolutely enjoying the fact that my mother was watching while he masturbated. By now I couldn’t wait and pulled my own jeans and boxers down to my ankles.

“How does that feel, Billy? Does it feel good?” mom asked, her eyes on his hand as he rapidly pumped his dick.

“Oh Mrs. Watkins,” he murmured, “It feels good real good!”

“I want to touch it,” she purred. “Would you let me jack it for you? Billy didn’t answer, but she just gently moved his hand aside. She wrapped her own hand around Billy’s cock and began masturbating him. Carefully she gently moved her hand slowly up and down. Billy just groaned as he watched my mother stroking up and down on his shaft. After a few minutes she asked, “Would you like it if I kissed it, Billy?”

Billy didn’t answer, just nodding his head. With that, my mother leaned forward and tenderly kissed Billy’s cock. “Did you ever put it in someone’s mouth?” she asked. “Did you ever let someone suck on it?”

“No,” he groaned.

“Oh, you’ll like at! Tommy likes it when I suck his cock and make him cum in my mouth.” Billy’s eyes bugged out and he shot a look of astonishment at me. “Just lean back on the couch, Billy, and let me show you how I suck Tommy’s cock.” She put her lips on the head of his dick as she kept her hand wrapped around the base of his shaft and continued to gently pump. She tenderly moved Billy’s cock head in and out of her mouth several times and then she began vigorously sucking on it.

“Oh, Mrs. Watkins that feels so good,” Billy murmured. She took the whole head in her mouth and then released her hand as she started bobbing her head, moving her lips farther down his dick with each bob. Billy’s dick was quite long for a 14 year old, but probably was not much more than six inches long. She soon had the whole shaft in her mouth. She looked up into Billy’s face as her mouth caressed his dick. He was trembling with excitement, shaking and quivering as he stared at my mom purposefully sucking his cock.

She slipped off the couch and moved to her knees between his legs. Billy didn’t know what to think or what to do. My mother had his dick in her mouth and had carried him to the verge of a tremendous orgasm. I watched as mom pressed her lips all the way down his shaft, voraciously consuming his young cock. Nearing his climax, he firmly gripped her head with both hands and started bucking his hips as he began fucking her mouth. She slipped her hands around his slender hips and determinedly pulled his quivering, thrusting pelvis toward her.

I was pumping my own dick as I watched the lewd show before me. Billy was fucking my mother’s mouth in wild, frenzied thrusts as he approached orgasm. “Oh! Oh! Oh! Oh!” he moaned. I realized that my own nuts were burning, too and I knew that I was on the verge of a powerful orgasm, as well. Billy was moaning and thrashing about, but my mother held him firmly. “Argh!” he groaned and then exploded full force into my mom’s mouth. Just then I reached my own climax and began to cum, squirting hot, sticky semen into the air and onto my thighs.

Mom held on to Billy and moaned as she swallowed his entire load. “Umm,” she added licking her lips with her tongue. “Oh! that was just as tasty as Tommy’s cum,”she said. “I think you enjoyed it, too.”

Later that evening she also gave Billy his first fuck. We were all naked on mom’s bed and there had been a lot of licking and sucking. “Mom whispered in Billy’s ear, “I want you to fuck me, Billy. I want you to show Tommy how you’d like to fuck his mother,” she murmured as she spread her legs apart.

Billy quickly scrambled and knelt between my mother’s thighs. He crouched down and she grasped his dick, directing it towards her well licked and already sopping wet pussy. “Billy, I want you to stick your dick into my pussy and squirt me full of your sperm. Then I want Tommy to take his turn and fuck me, too.”

Encouraged by mom’s wicked words, Billy eagerly rammed his dick into mom’s slit and started thrusting it in and out, experiencing his first fuck. I anxiously lay on the bed beside them, watching Billy’s cock thrusting in mom’s pussy and trying to restrain my own orgasm until it was my turn to fuck her. Not surprisingly, Billy’s slender body was soon quivering and twitching as he approached his climax. Finally, he thrust his cock deep into her pussy and held it there, exploding in a massive orgasm as he moaned “Oh fuck! Oh fuck! Oh fuck!”

“Oh, Billy” she squealed in delight. “I feel you spurting your cum in my pussy! Oh, fuck me! Fuck me!” He continued to shoot until he had apparently exhausted his supply. He then rested for a few moments with his head along side of mom’s, breathing heavily, and gradually slipped his flaccid cock out of her saturated pussy. My sex-obsessed mother was ready and anxious for more, as her open pussy was seeping her juices and Billy’s cum.

I pushed Billy out of the way and quickly moved between her spread legs. “Fuck me, Tommy! I want you to fuck me now!” My heart was hammering in excitement as she pulled me on top her. Having watched as Billy fucked her, my own cock was granite hard and near bursting as I centered my shaft on her pussy and hurriedly pushed it in. Almost immediately I was rapidly fucking in and out. Mom firmly gripped my hips pulling me to her, forcing my cock deep into her moist pussy. She slipped her legs upward and wrapped them firmly around my waist, while her heels pounded and kicked my back, spurring me on.

Mom was bucking and moaning loudly, her hips thrusting upward hard and fast, meeting each stroke of mine with her own. I quickly reached my orgasm and gushed a fresh load of sperm into her. “Argh! Oh fuck!” I groaned, “Oh fuck! Oh mom! Oh that’s so fucking good! Oh fuck!” I kept shooting as mom squealed in delight.

“Oh, Tommy, fill my pussy! Oh fuck meeee!” Afterwards we lay quietly, both breathing heavily until I eased my softening dick out and rolled on my back.

Some time later, mom had been gently masturbating us for several minutes when with the resilience of youth, the two of us were once again showing evidence of anxious cocks. Suddenly she rolled Billy on his back, swung her leg over his body, and quickly straddled his hips.

Her hands firmly guided the head of the boy’s dick inside her and then she gradually pushed downward, sliding her pussy down the length of his shaft. Within moments she was riding his dick, sliding up and down in a determined, consistent tempo. “Oh fuck me! Oh fuck me, Billy! Oh fuck me! Oh yesssss!” mom moaned. She continued to frantically ride Billy’s cock, lifting up and slamming down repeatedly. “Oh fuck! Oh fuck, I’m there! I’m going to cum!” she screamed. Mom’s body shuddered in a powerful orgasm while the slender teenager frantically pounding upward, driving his cock into her body.

Mom seemed to be almost in a constant state of orgasm as she delightedly shrieked. She was still squealing when Billy groaned and thrusting deep into her body one final time, flooded her soggy pussy with his sperm. “Aaarrgghhh! Oh fuck! Oh shit!” he moaned until the last of his cum had shot into her. “Man, oh man!” I thought to myself, “This is quite an evening.”

That first sleepover with Billy was memorable, to say the least. When Mrs. Williams came by to pick up Billy the following morning, I think she was surprised by his sleepy, exhausted appearance. She attributed his tired condition to Billy and me fooling around all night, completely unawares as to the real cause for his exhausted state.

Several times a month Billy would come over to my house and the three of us would have a wild session of fucking and sucking my willing and anxious mother. Billy was sworn to secrecy, knowing that if he ever leaked the actual nature of the visits to our house, his days of uninhibited sex with my mother were over.

One particular visit later that spring we’d finished dinner early and moved directly into mom’s bedroom, anxious to start the evening’s activities. As soon as we stripped, my dick was already throbbing and at full attention. I had been fantasizing throughout dinner and was more than ready to fuck my mother. Billy’s cock was quivering in anticipation, as well, when she murmured, “I have a wonderful idea! Why don’t you boys stick your big, hard dicks in me at the same time and shoot your sticky cum inside my mouth and pussy! Wouldn’t that be naughty of me?” Billy and I just looked at each other and smiled in amazement. My mother was demanding to be fucked and we horny teenagers were more than ready to comply.

I watched expectantly as mom rolled onto her back, spreading her legs invitingly apart. “Come on, Tommy, mommy needs some of your hard cock,” she whispered. “I need you to fuck me right now.” I responded quickly and promptly knelt between her thighs, holding my dick in my hand. As I leaned forward, she eagerly and firmly grabbed my cock, quickly guiding it into her pussy. Meanwhile Billy sat on his haunches stroking his hard-on as he watched us.

I immediately started thrusting into her as she encouragingly stroked her hands on my back “Ooooh … Yes! … Yes! … Yes! Fuck me, Tommy” I soon had established a steady rhythm, thrusting in and out of her wet slit. “You too, Billy,” she urged, “I want both of you at once!” He got up on his knees and inched toward her face. When he positioned himself alongside her head, she opened her mouth and he quickly pushed his throbbing dick inside. As her lips closed around him, he immediately started fucking her mouth.

“Oh man, this is great!” I thought to myself as I fucked mom’s pussy and watched as Billy face-fucked her mouth only inches away. “Oh, fuck! We’re both gonna fill her with our cum!” We soon fell into a regular tempo so that we were both fucking into her in a regular rhythm. Billy’s eyes were closed in ecstasy “Oh man, Tommy, we’re both fucking your mom at the same time! Oh fuck, this feels so good!” I could tell he was nearing the edge and was going to cum soon.

I eased back and gave him room as he swung his leg across her body and lightly rested on her chest. As he reached for the headboard, he eased forward, slipped his cock back in her mouth, and resumed face fucking her. Mom was in ecstasy as two horny teenagers fucked her at the same time. I could hear shameless moans escaping from her dick-filled mouth.

I put my hands on Billy’s shoulders for balance as I looked down at my dick, furiously slipping in and out of mom’s wet pussy knowing that Billy’s shaft was thrust deep into her sucking mouth. Billy was the first to reach his orgasm. He gripped the headboard as he started cumming. “Oh fuck! Oh fuck! I’m cumming!” he shouted.

Moments later my own cum started squirting, filling my mothers pussy while his flooded her mouth. By now my mother was thrashing about in her own orgasm, moaning with rapturous pleasure under our bodies as we both finished. I eventually let my dick slide out of her pussy and sat back gasping for breath. Billy sat back as well and let his dick slip out of her mouth as he rested on her chest.

“Oh you boys are fantastic! she said. “Oh how I love both your cocks inside of me!” With that, mom slipped on her terrycloth robe and went to the kitchen while Billy and I lay in stunned silence. My mother had just sucked and fucked us both silly. “Tommy,” Billy said in amazement. “Your mom just fucked us both at the same time! At the same time!”

Billy and I eventually moved into the kitchen where mom had prepared snacks and cokes just for the occasion. The whole situation had a surreal aura about it as she reverted to her mother role, providing drinks and snacks to her son and his friend. It must have been a bizarre sight as two completely nude teenage boys and an attractive mature woman chatted in the small kitchen.

Over the next few months my mother seemed to become more and more obsessed with sex with the both of us. Of course, Billy and I were ecstatic that she always seemed ready to fuck with her two horny teenagers. I’m sure that Mrs. Williams could never understand why Billy wanted to sleep over at our house so frequently, but was glad that my mother always called and encouraged her to let him come.

I remember one particular session even after all these years. It was probably a year after mom invited Billy to join in our sexual activities. The three of us were on mom’s bed and mom had just started to suck us both. She lifted her head and began by taking just the tip of Billy’s dick into her mouth and then sucked it as deep, while her right hand stroked and caressed the base. Contentedly, she slipped her mouth away and gently licked the sides before she sucked him back into her mouth again. I watched, turned on by the sight of my mother becoming increasingly excited. Her body was trembling as she moaned around the rigid shaft that filled her mouth, “Mmmmmmmfffffff!”

At the same time her other hand was firmly jacking my cock, masturbating me as I anxiously awaited my turn in her mouth. After several moments of sucking Billy, mom turned her attention to me. “Oh man,” I thought, her lips felt so warm as she slid them down over my rigid cock and enthusiastically began to suck. It wasn’t long before she brought me to the edge of a powerful orgasm, while continuing to masturbate Billy.

What a wicked sight it must have been: a horny, mature woman with a boy cock in each hand, turning her head back and forth taking turns hungrily sucking the two of us! I was the first to cum this time, savoring her sucking lips wrapped around my cock. “Aaaaahhhh! Oh, shit, mom! Oh, fuck! Oh, fuck!” I groaned and started cumming in her mouth. I squirted shot after shot of my sticky cum as she eagerly swallowed my entire load. I collapsed to one side, temporarily drained as I watched as the action continued.

By now my mother was in a near-frenzied state. Once she had drained me she shrieked “Ooohhhhh fuck, Billy,” she squealed, “Cum in my mouth! Cum in my mouth! I want you to cum in my mouth!” I could see Billy’s cock throbbing as he guided his swollen shaft into her mouth. He was soon at the ragged edge of his own climax and as he started cumming, he gripped the sides of her head and thrust himself violently forward ramming his dick down her throat.

Startled my mother briefly gagged on his spurting cum, but she rapidly recovered and swallowed his entire load. Moments later the drained the boy flopped to the side, exhausted by his efforts and needing a rest.

Not surprisingly, the rest was brief but evidently sufficient for two horny teenagers. My oversexed mother was more than ready to move on as she scrambled onto her hands and knees. “Billy,” she directed, “I want you to fuck me doggie style!” without hesitation, Billy knelt on his knees between her legs, his suddenly rigid dick in throbbing in excitement. Spreading her legs slightly, she quickly reached back and grasped his swaying cock, guiding it toward her pussy. Fuck me, Billy,” she commanded, “Fuck me now!”

I watched as mom pressed his cock against her slash and rubbed it up and down, briefly spreading her pussy lips with its swollen head. That was all it took for Billy to thrust forward into the wet and unresisting opening, filling her pussy with his eager young cock. I heard mom moan and watched as she tilted her head back, her mouth silently moving and a look of complete ecstasy on her face.

Billy started with a slow thrust but quickly increased his pace. Mom’s eyes were tightly closed as his thrusts became more forceful. After several moments, mom turned her head and squealed, “Tommy get up here so I can suck your cock!” Billy continued to eagerly plunge his dick into my mother’s sopping wet pussy. “Come on, Tommy, I want to suck your cock! I need more cock!”

I quickly responded, kneeling in front of her as she leaned her head forward and wrapped her anxious lips around my hard dick. It was an unbelievably erotic vision: my mother was avidly sucking one teenage cock, while another eagerly fucked her pussy.

She continued sucking my cock until I abruptly reached my orgasm and sprayed hot, white cum into her mouth. “Oh fuck! Oh fuck, mom! Oh fuck! Swallow it!” I moaned. In release, mom pulled her mouth from my cock and screamed as yet another orgasm coursed through her body.

At the same time Billy continued to pound his dick into her near insatiable pussy. I watched in delight as Billy’s frenzied fucking seemingly drove my mother completely out of control with one orgasm after another. She arched her back and screamed in orgasmic delight. “Oh, fuck! Oh, fuck! Oh, fuck!

Finally Billy grabbed her hips, thrust firmly forward, and moaned as he flooded his load of creamy semen into her drenched pussy. Mom’s body shook and trembled as the boy completed his orgasm and pulled his dick out. I watched as a thin stream of sperm and pussy juice slowly flowed down her inner thighs. She screamed and screamed again, finally collapsing on the bed. She lay still and breathing hard while her pussy continued to seep Billy’s cum. Oh man what an incredible night that was!

How long did I remain my mother’s lover? Well, things did get somewhat complicated in the succeeding years. By then Billy Williams became known as “Bill” and moved to Charlotte when we were high school juniors and his dad became the manager for a newly constructed bank branch. However, the biggest change occurred when I was a senior.

Perhaps it was mom’s consciousness of the seriousness of what we were doing, coupled with the fact that I’d become more and more interested in the girls in my class. I’d particularly discovered Amanda Thomas. Amanda was an awesome cocksucker. Whatever the immediate cause, mom and I found less and less opportunity to fuck and suck.

About that time, mom met Dave Mitchell, the druggist at the drug store several blocks from our house. Dave was a widower and after several months as acquaintances, they started dating. It wasn’t long before they became a couple and became fairly serious in their relationship.

I didn’t initially want to like Dave, but his personality and easy going manner won me over. He had been an army medic and delighted in telling me the stories of his army experiences. He didn’t dwell on the horrific details that he had experienced as a combat medic, but preferred to tell me about various humorous situations and hilarious circumstances that only the army can create.

As I said, it was during this time that my mother gradually reduced her invitations for me to join her in bed. Finally we had a long, serious talk. “Tommy, I guess that you know that Dave and I are considering getting married.”

“Yeah,” I responded, “I’d guessed that. I’m certainly not surprised.”

“Well,” she continued, “you must never tell him how you helped me get over the loss of your father.” I didn’t answer and she resumed, “You and your father will always be the loves of my life; but, I think it is best if I marry Dave and move on to a new life.”

I took her in my arms and held her for a long time, kissed her, and then told her that I supported her decision. That night we had our last sexual encounter, far different from all the others. Gone were the wild excesses of sexual pleasure that had been a part of our life for years. Rather, it was gentle and tender, the final farewell of two lovers. Mom and Dave were married that following June at the Methodist church that he attended. Later that year I left for Chapel Hill and began college.

Interestingly, my mother never brought up that we had ever been lovers or even mentioned that interval for the rest of her life.

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