Chapter 01

It all started out like a typical Saturday. I was able to sleep a little later than usual and, since it was so pretty outside, decided to enjoy my morning coffee out by the pool. It had been terribly hot all summer but we had a nice rain the previous evening and the morning air was not only somewhat cool, it made all of the colors in the backyard more vibrant and the smell of all of the flowers around our patio sweeter. There were hardly any clouds in the sky that morning, so I knew it was just a matter of time before we had another hundred degree day, but this morning felt like a small oasis in the middle of the heat wave. As I sat there, listening to the mix of birds chattering and the fountain running in the pool, my senses were flooded and I thought how fortunate I was.

My ex and I had divorced about seven years before, after a one year separation. It was devastating at the time, but I had moved on. Both of us were quite successful in our respective fields and, after discovering he was having an affair with a woman in his office, I had received the lion’s share of our assets. By a lot of people’s standards I suppose that I appeared to be rich, but I never thought of it that way. My son, Mark, and I live a very comfortable life in a quiet suburb of a large city. We have a large home that is mortgage free with the obligatory pool to fend off the aforementioned heat in the summer. I had put aside enough money to pay for his college education. We both drive cars that are nice, but not in the luxury class. In short – we may have some things to worry about, but money isn’t one of them.

Mark is twenty and was home for the summer, having finished his first year at the state university a few hours south. He had taken mostly core courses but was planning on becoming an attorney like his dad. Sometimes when I look at him now, it seems like he is a clone of his father at that age. He is just shy of six feet, still has the athletic body that helped him win all-district honors in football and baseball in high school, and these blue eyes that apparently make girls weak-kneed if he locks in on them. When my ex and I divorced, I got custody of Mark. At first his dad made an effort to spend time with him, but as time went on, he seemed to be less and less interested in being there for Mark. I did the best that I could raising him alone, but it wasn’t always easy. In fact, as I look back on it now, I’m not sure it was ever easy. Now he had grown into not only a handsome young man, but the kind of son that any mother would be proud of. He was smart and hard working, choosing to get a job as an intern at a fairly large law firm for the summer instead of lying around the pool like a lot of his friends. To say I am proud of him would be an understatement.

Now that he was back for the summer I loved taking care of him again, making him breakfast every morning and dinner every night, doing his laundry, and basically spoiling him for the simple reason that I could. While he was away at school I joined a yoga class and would attend spin classes three to four times a week. I’m proud that I have been able to keep my figure and have no shortage of offers to date. I suppose the fact that I am petite (5’4″), have big boobs (32D), and can hold my own in a conversation about sports doesn’t hurt when it comes to attracting guys. When Mark left for college I did begin to go out more and met some really sweet guys, but since he had been home I had cut back on my social life again so that I could enjoy more time with him.

I was thinking about him that morning when he walked out on the patio with his own cup of coffee in hand.

“Morning Mom,” I heard him say as he came over and gave me a kiss on the top of my head.

“Hi Honey. I didn’t think you would be up so soon,” I smiled.

He laughed. “Guess I’m growing up. Besides, I promised some of my bud’s that I haven’t seen all summer that we would hang out today.”

Mark sat next to me in our deck chairs and, for a moment, we took in all of the sounds, the sights, and the smells that this beautiful morning offered. He was wearing only his boxers and I caught myself looking at him, thinking how grown up he had become in the last year. I briefly wondered if he ever looked at me in my panties and old, tattered t-shirt and admired my body like I was his. But I quickly dismissed the thought. These were just the type of clothes that we always slept in and were used to seeing each other like this. We chatted a bit about our plans for the day. Since he had completed his first year of college it seemed like he had matured ten-fold. He was easy to talk to, funny, and made me feel young again. I was still his mom and we never crossed any of society’s boundaries, but it was a more adult relationship now. We could talk about careers, politics, dating, movies we liked, and pretty much anything that I might find myself talking to a guy with if I was out on a date. I learned earlier in the summer that he wasn’t a virgin and – while that is something that any mom has a bit of a hard time hearing from “her baby” – he didn’t seem to be promiscuous. And anyway, he was old enough now to make those kinds of decisions for himself. In my most honest moments I knew that, with all of the cute girls that apparently adored him, I probably would have been a little worried if he hadn’t already lost his virginity.

We finished our coffee and went inside. I made us both some breakfast while he went upstairs to shower and change. After he finished eating he gave me a quick peck on the cheek and said he would be back late in the day. I started in on my usual Saturday morning routine of cleaning the house and doing laundry.

As I was sorting the laundry for some reason I noticed that a pair of panties that I had worn just a few days before didn’t seem to be in the pile of laundry. Normally I don’t think I would have noticed, except that they were part of three matching sets of bras and panties that I had purchased fairly recently. I went back to the hamper to make sure I had gotten all of the clothes but it was empty. It’s not like these were everyday white cotton underwear that would be easy to overlook. I had specifically decided to dress up my lingerie collection a week or two before and bought some expensive, sheer, sexy bras and panties. The kind we like to wear when we are either expecting to hook up or just want to feel sexy under our work clothes without anyone else knowing. I went through the pile again and matched up the new bras and panties, except that one missing pair. They were black, sheer, nylon bikini style with a cute little pink bow at the top surrounded by lace. After a bit, I assumed they must be somewhere in my closet and went on with the wash, figuring they would turn up later.

On Sunday night I was getting ready for bed and went to put the clothes that I had been wearing in the hamper. When I opened it, I looked down and there were the panties I had been wondering about the previous morning. At first I kind of stared at them, thinking I must be losing my mind, but as I came out of my daze, I began to theorize what might have happened. Since it was only Mark and I in the house, the only possible explanation was that he had put them there. Did I leave them someplace and he found them and put them in the hamper? Had he taken them deliberately? Had he taken them accidently, discovered his error and returned them?

I was confused, but not overly concerned. However, I began to take note of which underwear I wore and even where I placed them in the hamper at night. I would make a mental note that I would place them on the right or the left side of the hamper before I took a shower. For the next four days, they were always in the same location that I had placed them. “Who knows?” I thought. Maybe I had just had a mental lapse and they were there all along.

On Friday we often have a happy hour after work which I decided to attend. Mark only works a half day on Friday so I called him at home to tell him I would be maybe an hour or so late getting home, but I would make him dinner when I got there. He told me there was no hurry since he was planning to go to a baseball game with one of his friends and they would just eat at the game. When I got home, he had already left. I went to change and as I opened the hamper to drop my clothes in from the day, my heart skipped a beat. The pink panties that I had worn the previous day were definitely not where I had put them. They were on the right hand side of the hamper and I specifically remembered putting them on top of the shorts I had worn the previous night on the left hand side. The shorts were in the same place – but the panties had been moved. And there was only one person that could have moved them.

I took off my bra, threw on a t-shirt and shorts, went in and made myself a salad, and sat in silence while I ate. Why was he taking them? What was he doing with them? I think I knew – even then – but I was still trying to wrap my head around it all at the moment. I finished eating and poured myself a glass of wine and went outside to the patio to get some fresh air. The wine, combined with the two I had at happy hour, started to make me feel a little light headed. As I began to allow myself to accept that he was using my lingerie when he masturbated, I started to ask myself other questions. Why my PANTIES? Why MY panties? Did he smell them? Taste them? Wrap them around his cock while he played with them? Oh my god, was he wearing them? I suddenly got up and went inside and pulled them from the hamper and took them back outside with me. As I looked at them, I could see no evidence that he had worn them and stretched them out or cum in them. I held them to my face and could still smell myself on them. Oh, god. If I could still smell myself, of course he could too. I then stuck my tongue out and flicked it across the crotch like I imagined he might have done. When I did, I knew there was the faintest taste of my pussy on them. A tingling coursed through me and my nipples hardened. I started to visualize him with my panties as close to his face as they were to mine at the moment.

As if it was disconnected from me and had a mind of its own, my hand holding the panties reached under my shirt and I began to rub them against my breasts. Had these panties been rubbing his cock and now the same panties were rubbing my nipples? I began to rub harder and used my fingers to pull on my nipples, tugging at them, pinching them. I lowered myself in the chair and – as if it were some other person making the noise – began to moan. What the hell was I doing thinking about this? My own son? His cock? But I was too far gone to stop now. I put my wine down and reached inside my shorts, running a finger over the underwear I was wearing. I was soaking wet. I knew it was wrong, but I couldn’t help myself. I was fantasizing about my own son tasting my panties while he jerked himself off. And now, as I tasted them, I put a finger in my own pussy. I rubbed my dirty panties around my lips, believing that maybe I could taste his juices on them like he had with mine. The smell of my womanly scent was thick in my nostrils and it made me even hornier, as if the smell of sex was truly in the air. My finger now rubbing my clit furiously, I pulled my other hand away from my face and grabbed my nipple and pulled and twisted. I began to plunge a finger, then two in and out of my soaking pussy. Geez, I was already about to cum. Every muscle in my legs tightened, my back arched, I heard myself moan Mark’s name, and I came. Oh my god – I just had an orgasm while thinking about my own son! I had even called out his name!

As I slowly came back to earth I began to ponder what I was going to say… or do. Do I confront him? Do I ignore it? Maybe all boys go through this. At the moment I was too spent to think rationally. I decided to think about it the next day when I wasn’t thinking in the afterglow of one of the most intense orgasms I had experienced in quite a while. I had another glass of wine (this is way more than I usually drink – but I thought it was justified that night) and went to bed before he came home.

As I went to sleep that night I could feel that the panties I had been wearing were still a little wet from my earlier actions, but now I didn’t care. Tomorrow would be another day and I would figure it out.

********************

The next day was another glorious Saturday. I was a little groggy from the previous evenings wine but pulled myself out of bed and started the coffee again. As my head began to clear, I remembered why I had felt compelled to drink more than usual that night and began to think again about how to handle the fact that Mark was taking my panties. Before I could come up with a plan he came bounding down the stairs.

“Well good morning gorgeous,” he chirped as he came over and hugged me from behind. Was I imagining that I could feel his forearm brush against the underside of my breasts as he gave me a quick but firm hug?

“Hi honey. You are certainly in a good mood this morning,” I smiled.

As I turned around he still held me in his arms but I could now see that he was shirtless and had on only his bathing suit. I was hoping he didn’t notice my nipples getting hard under my t-shirt as I stared at his muscular chest.

“Are you going to lay out by the pool today?” I wondered as I moved out of his embrace before he could catch me blushing.

“Nah. Tom and I decided last night that we are going to take his dad’s boat out on the lake today. You know, one more fling before I have to head back to school next week,” he replied. “Sorry. No time for breakfast this morning. Gotta run.”

He gave me a quick kiss on the cheek, grabbed his flip flops, shirt, and keys and with that he was out the door for the day.

I made myself some toast and pulled a yogurt cup from the refrigerator and took it outside to enjoy in the morning air. It was there that the light bulb went on. I quickly came inside, threw on a pair of shorts, a bra, and a nicer t-shirt and called Tom’s mother, Anne.

Anne (sometimes I called her Annie) was one of my nearby neighbors and best friends. We had gotten to know each other when the boys were in grade school and we would do volunteer work at the school together. We were both single moms now and – while the boys had gone off to different schools – both she and I as well as Tom and Mark had remained very close. I could confide in her – and she in me without any judgment or hidden agendas.

“You’re up early for a Saturday,” she answered the phone without bothering to say hello.

“Yeah. Had a little too much wine last night and fell asleep early,” I answered. “Are you busy? Why don’t you pop over and have a cup of coffee with me?”

“That sounds good. Be right there,” she chirped. Anne and Tom lived across the street one house down from us and within 5 minutes she was walking through the back door with her mug in hand.

“Sounds like the boys have a big day planned,” she said as she poured herself a cup of coffee. “Did Mark tell you that they met some girls at the game last night that they were taking to the lake?”

I laughed. “No. I guess he was in too big of a hurry to mention that.”

She laughed too. “Tom didn’t tell me much about them, except that they were older and that they were ‘hot’. I’m guessing that the lake was their idea so that they could see them in their bikinis,” she smiled.

“Speaking of bikinis,” I started, “I think I discovered something that I’m a little confused about. Our boys are so much alike, I thought that maybe you could give me some advice.”

Anne looked up from the newspaper she was casually eyeing while I was talking and put her mug down. “Sure. What’s up?”

“Well, I think Mark has been taking my panties from the hamper and… well… ‘using’ them,” I blushed. “Have you ever noticed Tom doing anything like that?”

Anne smiled and gave a short laugh. Not in a mean way – but rather, in a way that said she knew exactly what I was talking about.

“You’re just now figuring this out?” she asked. “I know Tom has been doing it since he was in high school and I would bet that Mark has been doing it for just as long. You know how close the two of them are. If one of them is doing anything, I usually assume the other is in on it as well.”

I was a little taken back by her casualness. “So… when you figured it out… what did you say? Or do?”

Anne gave that same short laugh again. “Nothing. I mean I guess I don’t see the harm. If he’s like Tom, all he is doing is ‘borrowing’ them from the hamper, masturbating, and returning them,” she calmly stated. “It’s not like he is stealing them and I have to go buy more underwear. And, I don’t know about Mark, but Tom doesn’t get them messy, if you know what I mean,” she smiled. “Ted (her ex) used to love it when I wore sexy lingerie and wanted me to keep it on when we started to have sex. I think it’s just a guy thing.”

As she was telling me this, I remembered that my ex loved sexy lingerie as well. He was always buying it for me (and his tramp girlfriend too I am sure) and loved it when I wore it to bed. He loved making me wet while I still had them on and would position himself between my legs so that he could taste my wetness through my panties. Maybe it was “just a guy thing.”

“Okay. I guess I can see that,” I said. “But, I mean, do you think it’s the panties in general? Or is it OUR panties that they are attracted to?”

At this point Anne looked at me squarely in the eye, this time there wasn’t the same light hearted response. “I’m not sure about that… and I have thought about it,” she said seriously. “But I guess my response is that they both seem to be really good kids that are pretty well adjusted so I don’t worry too much about it.”

“Also,” she added, now laughing again, “I haven’t noticed him hitting on me. So, maybe I am being naïve but I think it is just the smell and the feel and maybe the taste of the panties that they are attracted to.”

When she mentioned that Mark might be smelling and tasting my panties I blushed again.

“So… I can tell you’ve thought about that too… but I get the impression that you have a different thought?” she said when she noticed how flushed I had become.

“Yeah,” I said softly. “I was thinking that Mark liked smelling ME on those panties,” I continued, looking down, unable to look at her in the eye. “I don’t know… I guess I just wondered what you thought…”

“I can relate to that,” Anne said quietly. “And from the way you are flushed, I get the sense that when you considered that you may be the object of your son’s fantasies, it turned you on? Maybe he became an object of your fantasy life?”

I was so embarrassed that all I could do was nod.

Anne got up from her chair and came over to where I was standing. She gave me a sweet, gentle hug and said “Linda, it’s okay with me if you played with yourself while fantasizing about your son. He’s a good looking young man. And, if it makes you feel any better, you’re not alone. It’s just fantasy. I don’t feel guilty, and I don’t think you should either.”

There it was. Our deepest secret that we had ever shared was out there for us to now know about each other. Without saying it, I knew that Anne had cum fantasizing about her son and she knew that I had done the same. Since she didn’t feel any guilt over it, I felt a weight had been lifted off of me and I let my guilt go as well. In fact, inside, I felt liberated that I had a new, powerful, fantasy that I could call on whenever the urge struck.

I looked up at her and we both smiled. “Thanks,” I said and gave her a hug. “This has been a big help.”

After she left, I knew that I was going to say nothing to Mark. If he liked using my panties as a source of fantasy while he masturbated, I was now okay with it. He certainly didn’t act like he was embarrassed of ashamed of his fantasies and I didn’t feel the need to make him feel any different. Besides, he had probably been doing it for years and – since he was leaving for school the following week – I only had a few more days to have to hide the secret that I knew what he was doing even though he thought he was getting away with it.

********************

The next few days flew by. Between work and getting him ready to go back to school, I didn’t have a lot of down time to think about what he might be doing with my panties behind his bedroom door at night.

That’s not to say that I didn’t cum when I did have time to think about it. Over the next week I noticed that my panties had been moved four times and each time I would take those same panties and rub them over my body when I went to bed dreaming about Mark’s cock having been so near. Each time I would rub myself to a nice hard orgasm with my panties still on, leaving a strong scent for Mark to enjoy if he decided to look in the hamper the next day. Maybe that’s why the frequency seemed to increase that last week. But what did I know? Maybe four to five times a week was the norm and I was just now catching on.

When he left for school the following Saturday I felt a new level of closeness to him even though he wouldn’t know why. I also felt a renewed level of loneliness as it was just me in the house by myself again. I looked forward to his promise that he would come home in a couple of weeks to get some more of his things that he didn’t have room to pack in this trip.

The Wednesday before he was supposed to come home, I got a call from Mark telling me he wasn’t going to be able to make it. He had pledged a fraternity and there was a party that Saturday night that he had to attend. I was crestfallen but tried not to let him hear it in my voice. While we were talking on the phone I offered to bring his things to him on Saturday. It was only a few hours by car and I didn’t have anything planned I told him. He seemed to perk up and said that would be great. He told me what he needed (mostly clothes, a nightstand, and a few of his DVD’s) and we agreed that I would be there by lunch, drop the stuff off, get to spend a little time together, and then I would go back so he could enjoy his party. We both hung up excited about seeing each other.

The next day I decided to work from home. About 9:30 I got a call from Anne.

“Are you okay?” she asked. “I still see your car in the driveway.”

“Oh. Yes.” I told her. “I just decided to work out of the house today. I am going to see Mark this Saturday and bring him some things he left behind so I am going to do some laundry and house stuff today in between calls.”

“Going to see Mark, huh?” she said with a wry smile in her voice. “Missing your baby, Linda?” she laughed.

I laughed too. “Well, yes, I do miss seeing him. But it’s not like that. It’s just a down and back trip for the day.”

“Did he ask you to pack a pair of your panties in with his stuff that he wants you to bring?” she kidded.

I laughed too. “No. He didn’t mention that. But I’m sure he wouldn’t mind. As far as I can tell all of my lingerie is still here so he is either going through withdrawal or has a new source of panties that he taps into when he is at school.”

“You know what you should do,” Anne said, suddenly with an excited, naughty tone in her voice, “you should ‘accidently’ include a pair of your panties in with his stuff.”

“Oh no,” I said, suddenly feeling flushed. “I couldn’t do that. That would be too over the top.”

“How would he know it wasn’t an accident?” she asked. “It’s perfect. You have deniability and your own little secret that you know what he’s going to do with them. Besides, you know he will love it, ‘accident’ or not.”

“I don’t think so,” I said. “That seems to be crossing some line. Anyway, I have a lot to do,” I offered, trying to change the subject. “I need to run.”

After we hung up I couldn’t get Anne’s idea out of my head. The next morning I knew I was going to do it. Hell, I probably knew it as soon as she said it – but couldn’t work up the courage to admit it to myself until the next day.

Friday night, as I was going to bed, I put on the same black, sheer panties that I had originally noticed were missing from the laundry weeks before.

As I crawled into bed my hands began to run over my body. Around my tits, down the center to my stomach, then back up. My hands came closer and closer to my nipples as I repeated this motion and I knew – even though I hadn’t touched my pussy yet – that I was wet. I was thinking of Mark. I was thinking about him having these panties… smelling my pussy on them… seeing how wet his mommy had gotten wearing them… tasting them… then wrapping them around his big cock and cumming in a torrent.

“Oh, Mark, I want you to taste me for real, baby,” I said out loud to no one. “Mommy wants her baby to eat her, to make mommy cum.”

By now, I had adjusted to my new reality. I was fantasizing about my own son fucking me without guilt. It was only a fantasy, right? There was no harm in fantasizing.

I reached down and began to run my finger over the outside of my panties, at the clit. They were soaking wet. I put my whole hand over my pussy and rubbed it. I wanted the wetness to permeate the thin fabric. I wanted him to be able to vicariously smell me and taste me through my panties. I couldn’t take it anymore. I had to cum. My hand went inside my panties and I began to rub my clit furiously. My other hand pulled hard on my nipple.

“Fuck mommy, Mark,” I almost screamed. “Fuck mommy now.”

With that I plunged my finger in my pussy and then added another finger, simulating what his hard dick would feel like and I came. But this time I didn’t stop. I kept plunging in and out, pulling on my nipple even harder, fucking myself with my fingers. I wanted my son to fuck me and, in my mind, he was doing just that. I could see him above me… his muscular chest, his blue eyes looking into mine, his arms straight so that I could look down and see his hard cock sliding in and out of my wet pussy. God, how I came.

When I couldn’t cum any more, I lay exhausted on the bed. As I came back to reality, instead of feeling guilty, I smiled.

“I think Mark is going to have some fun with these panties,” I thought, and then drifted off to sleep.

********************

The next morning I packed up all of the things and headed out. I had put the panties I had slept in between several shirts that he had asked me to pack in a travel bag along with his other things. I thought he might open the bag when I was standing there, but I didn’t think he would unpack it until I left. If he did open the bag, I didn’t want my ruse to be discovered until after I had left. So I didn’t put them on top. Besides, that would have seemed too obvious, I thought.

When I got to his apartment it was just before lunch. He met me outside. I carried his bag and he carried the nightstand in to his apartment. I dropped the bag on his bed and he made no move to open it. I did a good job of hiding how nervous and excited I was standing in his bedroom with him and a pair of cum soaked panties that I knew was less than three feet away for him to find. We went to lunch and he walked me around campus to show me where his classes were. We had a wonderful couple of hours together and, at one point, he put his arm around me as we walked. I felt like a school girl again with a crush on the captain of the football team.

When it was time to go he gave me a big hug and I could feel his strong arms around me, holding me tight.

“I’ve missed you, mom,” he said sincerely. “I’m really glad you came.”

“Me too, honey. This has been a wonderful day for me. Have fun tonight and be careful.”

He kissed me on the cheek and I held his face close to mine for longer than I usually do. I wanted desperately to kiss him on the lips… to feel him hold me close and feel his hands run all over my body. But, of course, I didn’t.

“I love you, baby.”

“I love you too, mom.”

With that I was off. Driving back I was both nervous and incredibly turned on. It felt so naughty but – since he would never know that I had done it on purpose – it couldn’t really be naughty… could it?

I didn’t hear from him until the following night. When I heard the phone ring, I knew it was him before even seeing the caller I.D. and my heart skipped a beat.

“Hi baby,” I answered, trying to hide the excitement in my voice.

“Is that always the way you answer the phone?” he laughed.

“Only when I know it is you,” I laughed back at him. “So – how was the party?”

He told me about the party and a few other mundane things that I would never be able to recall since the whole time I was wondering if he had unpacked his bag yet and seen the panties that I had hidden. We chatted for about 15 minutes and I was convinced – since he hadn’t said anything – that he must not have opened his bag.

As the conversation finally wound down he said “Uh, mom, I don’t know if you know this, but there was a pair of your panties in the things you brought me.”

“What?!?” I said, trying to sound surprised and alarmed. “What are you talking about?”

“It’s okay,” he laughed. “I just didn’t know if you even knew you were missing a pair and, if you had noticed, thought you might like to know that they weren’t lost.”

“Oh gosh,” I breathed, my face flushing. My plan was working even though he had no idea. “I guess I must have gotten them mixed up when I was washing your shirts to bring to you.”

“No problem,” he laughed again. “I didn’t know if you were trying to leave me a present or if it was an accident. I’ll just hang on to them until I come home.”

“Okay. Thanks,” I said, maybe a little too quickly. I could feel myself blushing furiously at what I had done and didn’t want him to catch on to my nervousness. “I’ll talk to you soon honey.”

We didn’t talk again for two days. I thought about him and my panties in every spare moment I had. I knew that he had to have smelled them, and tasted them. I so wish that I had the nerve to really talk to him about it. But maybe it was better this way – me knowing his secret and “innocently” helping him out.

When he called that Tuesday night the conversation again was about the ordinary events of our days. As we chatted I wondered to myself if he was holding the panties that I had left for him. Was it my imagination or was his breathing sounding somewhat ragged? Could it be that he was stroking himself with them while we chatted? I felt myself flush as we talked. Whether he was jerking off or not, the image was now in my head, and I was getting turned on.

“Is your roommate home tonight,” I asked, trying to control my breathing also.

“No, he went to the library for a couple of hours to study,” Mark said. It sounded like the phone was unusually close to his mouth. I could hear him breathing and it was having an effect on me.

“Um, baby, about those panties that I accidently put in your bag,” I started, hoping I didn’t sound guilty when I said the word ‘accidently.’ “I hope you didn’t show your roommate.”

“Gosh mom no,” he said, very sincerely. “Like I said, I just figured that it was either an accident or you were trying to give me a little present. Either way, it’s none of his business.”

I laughed. “Thank you, baby. It was an accident, but I’m not sure what you mean by a present. Would you think it was a present if I had done that on purpose?”

I started to unbutton my blouse and my shorts as I was asking. If he was going to jerk off while we talked, I didn’t see why I shouldn’t take care of myself at the same time.

“Well, you know…” Mark stammered. “Sometimes a girl will leave a pair of her panties for a guy as kind of a trophy or to… you know.”

“Masturbate with?” I couldn’t believe I had just said that to my own son – but I had, even as I stepped out of my shorts.

“Gosh mom,” Mark breathed into the phone. “Um, yeah… some guys like to have a girl’s underwear when they, you know, do that.”

I laid down on the couch now. I was naked except for the white thong that I had on. As I looked down to see my hand glide over them, I could see my flesh tones through the sheer material.

“I see,” I breathed back at him. “So… I am guessing you are one of those guys? That’s why you thought they might be a present.”

My hands were all over my body now. I didn’t even care if Mark could hear my ragged breathing over the phone – which I was still trying to control – but not having much success.

“Well, yeah, I guess. I do like it when a girl gives me her panties,” he said. Mark was having a hard time controlling his breathing now too.

“But what if it’s your mom that leaves them for you, baby? That doesn’t bother you?” I ran my hand over my own panties and could feel how wet they were.

“Hell no, mom,” Mark answered, his mouth closer to the phone now. “In fact, even better. There is no one that I am closer to. I love looking at them and touching them and…” His voice trailed off.

“And what baby? It’s okay. Tell me what you like about my – I mean a woman’s panties. You’re holding them right now, aren’t you? Tell me what you like about them,” I breathily said into the phone. God, I was hoping I wouldn’t scream into the phone in the midst of an orgasm while we were talking.

“I can’t mom,” he pleaded. “I don’t think it would be right.”

“Honey, you can tell me,” I said. Then, with a small laugh I said “There is nothing you’re going to tell me that I haven’t probably already done… or maybe doing right now,” I added in almost a whisper.

“I like smelling them. I actually love the way they smell. I can tell you were excited when you were wearing these, weren’t you mom?”

“Um, yes baby, I guess that I was. Sometimes even your old mom gets images in her head that turn her on.” Somehow speaking about myself to my son in the second person seemed to be less nasty. But my hands were inside my panties now rubbing my clit, my breathing increasingly choppy.

“I could tell,” he said. “I could see where you had gotten them wet with your pus… er… juices.”

“It’s okay honey,” I soothed. “I know you aren’t a virgin anymore and know about a girl’s pussy. It’s okay if you say it.” God – I was on fire. “You’re masturbating right now, aren’t you Mark? I can tell from your breathing… that you’re… jerking off.”

Silence.

Then, in a whisper, “yes.”

“I’m glad you are enjoying them baby,” I whispered back.

As much as I wanted to hear him cum with my panties, I wasn’t sure if I was ready for him to hear me cum yet and I reluctantly thought that I had pushed it about as far as I ever would have thought possible even hours before.

“Mommy’s going to let you take care of yourself now baby,” I said soothingly. “We’ll talk again soon.”

With that I hung up and treated myself to the most intense orgasm of my life.

“Oh, my god,” I thought. “What am I doing?”

********************

It had been three days since Mark and I had spoken and I had listened to him tell me he was masturbating with my panties while we talked. Needless to say, it was a conversation and memory that rarely left my consciousness in that time. It’s not like I hadn’t enjoyed it. In fact, that was part of the issue I was grappling with. I had enjoyed it. Further, as soon as we hung up, I had fingered myself to an incredible orgasm.

Up until that point, I had been okay with masturbating while fantasizing about my son – because it was just that – a very naughty fantasy that only I (well, and my best friend, Anne) knew about.

But now I had let it progress to a new level. Shit, I had even encouraged it. It was one thing to tacitly know that Mark was masturbating thinking about me, but another to listen to him while he did it. To make it worse, I felt sure he knew that I was doing the same thing while we were talking. I was wracked with guilt. The only saving grace was that I had hung up before either one of us had cum. At least I had SOME sense of decency, I rationalized.

When Mark called that night I was still feeling guilty – but had resolved to address it with him and put a stop to any further inappropriate conversations between the two of us.

“Hi honey,” I answered, trying to set a somewhat serious tone off the bat.

“Hey gorgeous,” he said cheerfully. “Long time, no chat.”

“Mark, before we chat anymore, I want to talk about the other night,” I said sternly. “I love you and love that you and I can talk about anything – but our conversation last Tuesday was not the kind of conversation any mother should have with her son. I just want you to know that I’m sorry that I encouraged it and it won’t happen again.”

There was a brief silence on the other end of the line. I hoped I hadn’t come across as judgmental of him.

“Mark? Baby? Are you there?” I asked, this time my tone was softer.

“Yeah mom, I’m here,” he said. I tried to read into his voice what he was thinking but I couldn’t.

“Geez mom, I hear what you are saying. But I guess I have a different take on it,” he explained. “I loved that we were able to talk like that to each other. I can’t tell you how hot it was for me and how much I ca–, um, enjoyed it after we hung up.”

“Honey, that’s not what I’m saying…” I interrupted.

“I know mom,” he said before I could go on. “I know it may seem weird for most mom and sons, but it seemed okay for us is all I am trying to say. I love you mom. And I want to be able to talk to you about anything, even if it is about sex. Actually, especially if it is about sex. Who better to talk to when I have questions about things like that than your mom or dad?” he reasoned.

I knew he was rationalizing, at least somewhat, but he was also hitting a soft spot with me. Since his dad had left, it was just him and me. I knew that I was probably over-protective, but I also knew that I had to fill the role of both mom and dad in his life, since his own dad spent less and less time with him as the years went by.

“But honey,” I said, trying to gain control of the conversation again, “it’s one thing for us to talk about things like sex and masturbation, and it’s another for us to listen to each other as we do it.”

“Gosh mom, you were playing with yourself too?” he asked, obviously excited.

Uh oh, I thought. I knew that I had accidently confirmed what I thought he already knew. How was I going to get out of this? I quickly decided to try the clinical, honest approach.

“Well, yes,” I offered, somewhat unsteadily. “Guys aren’t the only ones that masturbate. We all do from time to time.”

“See mom?” he said kind of laughing, “That’s the kind of thing I am talking about. I know that everyone does it, but I guess I never actually thought that you did it too. I mean I guess I never thought of you in that way and it’s kind of nice that now I know you weren’t mad at me.”

I could feel whatever upper hand that I was trying to achieve was quickly disappearing. But I also needed him to know that I loved him no matter how I felt about what we had done just a few days before.

“Honey, I think you are missing what I am trying to say,” I said. “Of course I wasn’t mad. And you know that there is nothing that you could do that would ever change my love for you. It’s just that I thought the other night crossed some imaginary line in my mind that a mom shouldn’t cross with her son. Does that make sense?”

There was silence on the other end of the line for what seemed like a long time – but it was probably only a few seconds.

“I guess,” Mark finally said. “But does that mean you don’t want me to ask you about things I wonder about when it comes to sex?”

“No. Of course not,” I said, trying to sound motherly. “You know that I will always be just a phone call away if you need me.” And then, trying to lighten the mood, I laughed “But maybe you can try and keep your hands off yourself while we are talking.”

Mark laughed too. “Okay,” he said. “I’ll try.”

We began to chat about his classes, his fraternity, and his friends. I filled him in on some of the neighborhood gossip and it felt like I had my friend back again. He was funny and charming. Before we hung up, he asked me if he could ask one more question about sex that he had been thinking about since our last conversation. I told him I would be glad to answer if I could.

“Well,” he started, seeming as if he was searching for the right words, “now that I’ve told you that I like playing with your panties when I… well, you know…”

I smiled at his struggle to try to not cross over the line. “It’s okay honey, you can say ‘masturbate’,” I laughed.

Mark kind of laughed too. “Okay, when I masturbate. But is that weird? That I like to do it with my own mom’s panties? I mean I know that Tom does it too. He and I have talked about it. But I wondered if you thought I was some sort of freak or something?”

“Honey, I didn’t think you were ‘a freak’ when we were talking the other night, and I still don’t. In fact, the more I thought about it, the more I could understand how that might feel good to a guy. Does that answer your question?”

“Yeah, it does. But I thought of one more,” he laughed.

“Okay, one more,” I laughed too.

“Well, you said earlier that you were… um… masturbating too. I mean when we were talking the other night,” he said. “Does that mean that it turned you on to think of me… you know… jerking off with your panties?”

Oh god, I thought. How do I answer this? If I said no, he would know I was lying. But if I said yes, well, that didn’t seem like the kind of thing a mother should say to her son. So I tried to be evasive.

“I’ll just say that you caught me at a vulnerable moment,” I tried.

“Come on mom,” Mark begged. “Be honest.”

I was stuck and didn’t know what to say so I said nothing for a few seconds, trying to figure out how to answer.

Mark filled in the silence. “If I told you that I was holding your panties right now and every now and then while we have been talking, that I had smelled them, would that make you… you know, ‘vulnerable’ again?”

Again, I could feel my nipples harden. And I squirmed in my chair. I didn’t say anything, but I knew Mark could hear my breathing quicken, despite my trying to control it.

“Do you think it’s weird that I love to hold my own mom’s panties to my face and smell them? And taste them?” he asked, his breathing more shallow now too. “Does that bother you mom? Knowing how much I love holding them while I am jerking off?”

I could only think of one thing to say. “No,” I whispered.

“I’m glad mom,” he breathed into the phone. “I want you to know how much I love holding them while we talk. It makes me feel closer to you, like you are sharing something very intimate with me.”

Even though I knew it was wrong, I couldn’t help my own body’s reaction to hearing my son describe how my lingerie excited him. My hand involuntarily ran over my breast. I could feel how hard my nipples were through my t-shirt. Then my hand traveled down my stomach toward my shorts. I wanted to stop, but couldn’t help myself. I knew that he was masturbating with the panties that I had purposely put into his bag. I knew that the thought of him smelling my scent on them was the source of endless fantasies that I had been living with for weeks now. Hearing his voice while we both played out the fantasy in our heads did seem intimate… and even more powerful than when I was in bed alone at night.

“I’m… I’m glad that you feel that way, baby,” I finally said. “If they make you feel closer to me, then I am glad that you have them. Maybe we better hang up now.”

“Please don’t hang up mom,” he pleaded. “I want to talk to you… to hear you while I… while I jerk off.”

“But baby, we just talked about this. I don’t know if this is right,” I tried, sounding unconvincing even to myself.

“Please mom, you know that what I am doing with your panties right now, don’t you,” he asked.

“Yes,” I whispered, my hand unsnapping my shorts and taking the zipper down.

“Are you ‘vulnerable’ tonight mom?” he said in a low tone, speaking closely into the phone. “I want you to tell me this time. Are you touching yourself?”

My mind raced. I could picture him with his hard cock out, working his hand up and down, holding my panties around it. I wanted to hang up and end this conversation… but I couldn’t. I was too turned on. My hand reached my pussy and it was on fire. My clit was hard and I rubbed my middle finger over it in a circle. I cradled the phone against my shoulder and with my other hand pulled on my nipple.

I answered slowly, suddenly finding it difficult to breathe. “Is that what you want? Do you want me to touch my pussy while you talk to me? While you… jerk off?”

I didn’t know who this person was that was talking to her own son like this, but – at the moment – I didn’t care. I was so wet that I knew it would only be moments before I would cum. And to make it even worse, I didn’t even care if Mark was going to hear me.

“Oh god,” Mark moaned. “Yes, I would love it if you were doing it with me mom. God, I am so hard thinking about you touching your pussy. Is it wet mom? Is it as wet as it was when you were wearing these panties?”

“Mmmm,” I moaned. “Yes baby, mommy is wet. Very wet. And my clit is hard right now too. I could cum any time now. Do you want to hear mommy cum, baby? Would you like that?”

I could hear Mark breathing in shorter and shallower gasps now and I knew he was close to cumming too.

“Yes mommy, cum for me,” he gasped.

My eyes closed I pictured Mark with my panties near his face, inhaling my scent, and then sticking his tongue out and taking the crotch of the panties into his mouth, trying to taste me through them. My finger worked my clit furiously now and I felt it get even bigger. I arched my back and plunged a finger in, then another, ramming them in and out.

“Aaaahhh,” I gasped, as my head flew back and the phone dropped to the carpet below. I was lost in my own orgasm and didn’t even notice the phone on the floor until I started returning to a state of consciousness. I quickly picked it up.

“I’m sorry, baby, are you still there? I dropped the phone,” I said, my breathing ragged.

“God mom, that was so hot,” he said. “I don’t think I have ever cum that hard.”

“Me, neither baby,” I said, still struggling to gain my breath and composure. “I think we better hang up now. I need to get ready for bed.”

“Okay mom, and thanks,” he said, also obviously out of breath, “I hope we can do this again.”

“We’ll see,” I blushed. “Goodnight honey.”

********************

The next morning I decided to work from home again. It wasn’t that I had so much to do around the house as much as I was afraid if I went into the office, everyone would somehow be able to infer from the look on my face that I had fingered myself to an earth shattering orgasm the previous night while my son listened in. I knew that was silly, but I also knew that I was probably not going to be able to think about anything else that day until I came to some resolution myself.

As I sorted through my feelings, I quickly realized that my previous efforts to limit myself had proved to be absurd. For god’s sake, I had specifically had a talk with Mark just last night about how inappropriate our previous conversation was and how that shouldn’t and couldn’t happen again… and the phone call had ended with me dropping the phone because I was cumming so hard. I had to get more realistic with myself and my expectations of future conversations with Mark.

Now that the floodgates had been opened, so to speak, I knew he was going to expect that future conversations would include both of us listening to each other cum. I had already demonstrated to him – and to myself – that I didn’t have the willpower to prevent that from happening. Perhaps more disconcerting was the honest feeling that I wasn’t sure that I even WANTED to prevent it. For all of the guilt that I felt, I also knew in my heart of hearts that I had enjoyed it… and that I couldn’t stop thinking about it. And – probably most troubling – that I also seemed to be in a constant state of arousal. Maybe it was the naughtiness of it all, or the idea that a young guy thought I was sexy enough to want to fantasize about, or maybe it was just these latent feelings that were boiling to the top.

I was trying to sort through these and other thoughts as I stood in my kitchen sipping my first cup of coffee when I heard the back door open.

“Knock-knock,” Anne said cheerily. “You busy?” We both had open door privileges to each other’s house, but since I was so wrapped up in my own thoughts this particular morning, I couldn’t help but jump.

“Oh! Gosh, hi Anne. I’m sorry. You’re always welcome, but I guess I was about a million miles away when you came in and it startled me,” I smiled.

“Oh, no. I’m sorry Linda. I just saw your car was still in the garage and figured you were working from home and thought I would come get a cup of coffee and chat before I get my day started. Are you okay?”

I laughed at myself for being so caught up in my own thoughts that I got startled. “I’m good,” I said. “Get yourself some coffee while I go change.” I was still in the t-shirt and panties that I had slept in the night before. The t-shirt barely covered my underwear and, while Anne and I have changed clothes in front of each other many times while shopping, this morning I felt almost naked standing in front of her wearing so little.

“Oh, don’t bother,” she said. “I can’t stay long. What had you so deep in thought?” she said casually as she poured herself a cup of coffee.

“Um, oh nothing. I was just thinking about Mark. I spoke with him last night,” I offered, hoping she didn’t notice me blushing. I was trying to sound laid-back as if it was just a normal mother-son chat.

“Hey, speaking of Mark,” she said, now with a little more animation in her voice, “you never told me… how did the ‘accidental surprise’ work out? Did he ever say anything?”

Anne was smiling as she said this, the kind of smile one has when they are in on a secret and want to hear all of the gossip. I, on the other hand, began to slightly panic. I had never lied to my best friend but was afraid if I answered truthfully she would want to hear more… something I wasn’t sure she wanted to hear. I decided on the spur of the moment to try and answer quickly and move on.

“Yes, he found them,” I said light-heartedly. “I’m sure he is getting good use out of them. What do you have going on today?”

She laughed. “You’re not getting off that easily, Linda. I think I’ve earned the right to some details. After all, it was my idea if you remember.”

I gulped down a large sip of coffee while I tried to formulate my answer. “Okay… sure…” I said slowly, trying to buy time. “Well, he called a couple of days later and said that he found them and I acted all embarrassed and told him that I was sorry, it must have been an accident. I think he bought it.” I hoped we could shift the conversation. The memory of that initial conversation was enough to stoke my libido and I didn’t want Anne to give her any more hints that he had confessed to jerking off with them while he and I were talking on the phone.

Anne’s smile turned into a more piercing kind of Cheshire grin and she looked me right in the eyes. “Hey, it’s me you are talking to, remember? The one that you can tell anything to, and vice versa. I know you well enough to be able to see that there is more to this story. Come on, spill.”

I sighed. “Well, yes… I guess there is a little more,” I said staring down at the floor. “But if I tell you, you have to promise that you won’t think I am a terrible mother.” For the next 15 minutes I recounted to my best friend the initial and subsequent conversations that my son and I had. I wasn’t graphic, but was clear that he and I had heard each other masturbate over the phone and that I had let him listen to me cum. When I finished both she and I were flushed. Since I wasn’t wearing a bra, it must have been apparent to her that my nipples were hard and that telling the story had both excited and embarrassed me.

For what seemed like an eternity neither of us spoke. Finally I looked up and saw that Anne had a kind of glazed over look on her face.

“Oh my god,” she finally whispered. “I can’t believe how envious I am of you right now.”

I stared at her in disbelief, to make sure her expression matched her words. “Really?” I said. “God, I was so afraid that you would think I was some kind of slut or something.”

“Honey, you are living out your fantasy… and, truth be told, mine too,” she said. “Since we are being totally honest here, I’ll admit that I have played with myself a time or two when Tom has called, especially if I am already in bed when he calls. The only difference between you and me is that Tom doesn’t know that. Sometimes I wish that he did… just to see where things might go. So, what happens next?”

“I don’t know. It’s a little late to put the genie back in the bottle and I was just thinking about that when you came in. I’m not even sure that I want to.”

Anne got up and came over and gave me a hug. “I don’t blame you, and I am certainly not judging you. God knows that if I were in your shoes, I would have done the exact same thing. Hey, it’s just mutual masturbation. And it’s over the phone, so there is a certain kind of wall there. I say enjoy. Maybe someday I can work up the courage to do the same.”

I could feel tears well up in my eyes. “Thanks Annie,” I said, holding her close. “You always know what to say to make me feel better.”

With that, I resolved to enjoy my new found sexual outlet. I refused to let any guilt overtake me. It was cathartic to be able to accept this new found sexuality and I couldn’t wait for Mark to call again.

It didn’t take long. He called again that night. For him to call two nights in a row is a rarity. I know when he does that he usually wants something and, when I saw that it was him calling, I smiled to myself because I knew exactly what he wanted… and I was ready. I had half hoped or half expected that he would call. And, to be honest, if he hadn’t called me, I was going to call him. I didn’t want this hanging over either of us. Better to let him know that I was okay with this new “toy” with which we were both playing, and I wasted no time with any preliminary chit-chat. I wanted to cum, and I wanted my son to hear me.

“Hi baby,” I answered, a new found sultriness to my voice.

“Hi gorgeous,” he answered. “Are you ready for bed?”

“As a matter of fact, I was just getting ready to climb in. I took a nice long bubble bath tonight and put on one of my most favorite pairs of panties just in case you called,” I breathed into the phone, letting him know that I was okay with continuing to play our game. “So, I am nice and clean and crawling between my sheets. I like it when yours is the last voice that I hear right before I go to sleep.”

I could hear Mark breathing. I knew that he was already stroking his hard cock. “Me too mom,” he said, his breathing already ragged. “Which panties are you wearing?”

I looked down as I described them, my hand running over the top, feeling the smooth material. “My leopard print, silk bikinis. I’m sure you’ve seen them hanging on the drying rack. Mmmm, they feel so sexy against my fingers,” I purred. I wanted him to know that I was already using my fingers on myself.

“God mom, that is so hot. Is that all you are wearing?” Mark said.

“Yes baby, tonight that’s all mommy is wearing… I want to be able to feel the cool sheets against my body and let the air blow on my hard nipples while I touch my pussy and talk to you,” I said, not believing that I was actually saying these words to my own son. I smiled to myself. If Annie could only hear me now, I laughed, she would die.

“And what are you thinking about mommy?” Mark asked breathily. “What is mommy thinking about while she plays with her pussy?”

I knew he was getting off calling me “mommy” instead of “mom” and being able to say “pussy” without me correcting him. And I was too. My pussy was on fire.

“Mommy is thinking about her baby stroking that big hard cock,” I whispered into the receiver. “It is hard, isn’t it baby? And you are stroking it, aren’t you? Are you stroking it with mommy’s dirty panties?”

“Fuck yeah,” Mark breathed. “I am so fucking hard right now. I can still taste your cunt juices on these panties mom. I wish so badly that you were here and I could taste them directly.”

I knew Mark was upping the stakes saying “fuck”, “cunt”, and talking about what he would do if I were actually there. But I didn’t care. Anne was right – there was something kind of nice about having an artificial wall of a couple of hundred miles between me and him while we both masturbated. It seemed to make us both more open to saying things to each other that we would probably never have said if we were in the same room. I didn’t scold him for his language or try and limit him in his fantasy. This wasn’t the time for modesty or maternal correction.

Instead I savored it. I plunged a finger in my pussy and pulled it out, glistening in the light coming from the bedside lamp. I put it in my mouth and noisily sucked all of my juices off of it.

“Mmmm,” I moaned. “Mommy tastes nice and clean for her big boy, and so wet, thinking about him sharing this cunt juice with her.”

Mark groaned. “God mom, did you just taste your own pussy juice off of your finger? That is so fucking hot. Do you like that?”

“Yes baby, mommy likes that. I love tasting my pussy while I imagine you tasting me off of my panties.”

“Geez,” Mark gasped. “Have you ever… you know… in real life… you know… been with another woman.”

If I had been in more control, or more rational, I would have deflected that question. I had never discussed my sexual history with Mark, or hardly anyone else. But, like I said earlier, at the moment modesty didn’t seem to fit the moment.

“Yes honey, I have. It’s been a long time, but back in college my roommate and I hooked up a few times. I loved eating her pussy and she may have been the best cunt lapper I have ever had,” I answered honestly, although feeling particularly naughty saying “cunt” (a word I rarely used) to my baby boy. Even though I couldn’t believe I was talking about eating pussy with my own son, I had to admit that it was incredibly exciting. My own pussy was practically dripping now as I cradled the phone against my shoulder so that I could play with both my pussy and my nipples at the same time. I knew that I was close to cumming.

Apparently so was my Mark. The image in his head of his own mom eating pussy must be driving him wild, I reasoned. “Oh god,” he breathed. “I’m about to cum mommy.” His breathing quickened and all that I could hear were groans on the other end of the line. I pictured him stroking his big hard cock and pushed two fingers in my cunt as I felt my own orgasm swelling inside me.

“God, yes,” I screamed as I felt virtually every muscle in my body tense. “Cum for me baby. Cum all over mommy. I want to feel your hot cum all over my pussy.” With that I came so hard, I literally almost passed out.

It took several minutes for either of us to say anything, both of us panting. Finally Mark said, “Fuck mom, that was incredible.”

“I know baby. Sweet dreams,” I smiled.

********************

The following Saturday Anne came over and we lay out by the pool for a while, then came in and made salads and enjoyed each other’s company. With the boys gone, it was nice to be able to spend time with someone in this big house, and I am sure she felt the same.

Mark and I hadn’t spoken for three days although I feel sure that he hadn’t gone without masturbating during that time since I knew that I hadn’t. Of course, Anne had asked about Mark and if we had any more phone chats since she and I had talked. I told her all about the last one and could see that she was almost as worked up as I was when I was telling her about it as we lay by the pool sipping our wine.

After dinner we each had two more glasses of wine from the bottle we had been working on all afternoon and were both feeling a bit of a buzz. We had both changed into our casual clothes and were sitting on the couch laughing about the latest episode of our favorite Sunday night soap opera, probably giggling a little more than normal, thanks to the wine.

It was about 10:00 and Annie had just said that she probably needed to get home when the phone rang. I looked down and saw that it was Mark calling. I answered quickly.

“Hey there stud.”

Anne laughed out loud and I quickly put my finger to my lips, shushing her.

“Hey beautiful, I was hoping I would catch you before you went to bed… or maybe as you were getting in bed,” he said with a little chuckle in his voice. “I am about to go meet up with some of my fraternity brothers but just wanted to hear your voice.”

“Hmmm,” I purred into the phone, “Sounds like baby wants some play time with mommy before he goes out.” I winked at Anne. She initially looked shocked, and then smiled broadly. She got up to leave, but I silently waved her to sit back down.

“You know I would mommy. My roommate is already gone and I have your panties right here with me,” he said, his voice sounding deeper and closer to the phone.

“I’m glad you called baby. Mommy had a little too much to drink tonight with Tom’s mommy. She just left so now it’s just you and me,” I lied, smiling at Anne. Her jaw had dropped a bit and she was staring at me like I was crazy, but I could also see her nipples poking through her shirt and knew that, even though she could only hear one side of the conversation, it was turning her on. I held my glass out to her and she went and filled both of our glasses, finishing the bottle. It was then, that I had an idea.

“Baby, let me go make sure all of the doors are locked and the lights are off outside so that I can completely relax with you. I’ll call you back in about two minutes. Okay?”

“Sure mom,” Mark replied. “I can’t wait.”

I hung up and looked at Anne, sitting cross legged on the couch. She let out a sound that was a cross between a laugh and a scream.

“Oh my god, girl. You are so naughty,” she smiled.

“Okay Annie, here is the deal,” I said breathlessly. “I’m going to let you listen in to this since I know it is a fantasy of yours too but you have to swear you won’t say a word.”

“I pinky swear,” she laughed, holding out her little finger. We both laughed and hooked pinky fingers.

I took another swig of wine and, after a few more giggles from Anne and I, I called Mark right back.

“Baby, I am going to put you on speaker tonight if that’s okay,” I said, trying to suppress a giggle with Annie. “Mommy wants to be able to use both of her hands when she talks to you. Okay?”

I pressed the speaker button on the phone just as Mark said “Sure.”

I settled back onto the couch, my feet on the coffee table and the phone resting on the arm of the sofa. “Do you still have mommy’s panties there with you baby?” I asked, looking at Annie, winking.

“Mmmm, yes,” Mark replied. “They’re already wrapped around my hard cock mom. I wish you could see it.”

“God, I know,” I said, momentarily forgetting that Anne was sitting next to me taking a large gulp of her wine. “Maybe Annie and I had too much wine tonight, but that really sounds good right now baby.”

“Do you think Tom and his mom have conversations like we do mom?” Mark asked.

I looked at Anne and smiled. “I’m not sure. She’s never said anything, but of course, I’ve never told her about us either,” I lied as I shushed Anne from giggling out loud. “Has he ever said anything to you?”

“No. Not exactly. But I know that he likes to play with her panties too. I mean like I like to play with yours.”

“Oh, really? And how do you know this?” I asked, looking at Anne, who was staring at the phone waiting to hear the answer as well.

“You know. We talk,” he laughed. “He told me that he jerks off with her panties like I do with yours, except that he has to take them from the hamper,” he added being careful not to confess to his own pilfering. “I think he loves the smell and the taste, almost as much as I do.”

I looked at Anne and she wasn’t smiling now. She had a kind of glazed-over look and was slowly sinking back against the other arm of the sofa, extending her legs out to put her feet on the coffee table like me. I began to run my hands over my tits, and down to my pussy. I didn’t care that my best friend was watching me. In fact, it turned me on to share this with her, knowing that she was getting turned on too. I decided to take it up a notch.

“Do you think he wants to fuck her?” I asked, looking directly at Anne as I said it. Instead of being shocked, she laid her head back and with her free hand started slowly down her chest, running her hand over her tits as well.

“I know he does,” Mark said.

“And what about you baby?” I asked. “Are you okay with just jerking off with mommy’s panties? Or do you want to fuck me too?”

“Yes mommy,” Mark breathed raggedly into the phone. “I want to fuck you, too.”

Annie had her head back and her eyes closed. She had put her wine down so that she could use both of her hands to touch herself while she listened to Mark talk about fucking me and Tom fucking her. I closed my eyes and pictured both of these young studs standing in front of us with their hard cocks out and my hands ran all over my body. Up to that point I was content to keep my clothes on and carry out the fantasy with Mark while Anne and I listened to him jerk off. But this image was too powerful. I sat up and took off my shirt and bra and began pulling on my nipples. I looked at Anne and she was too caught up in her own world to notice.

“You’re stroking that hard cock now aren’t you baby? Stroking it with mommy’s panties. Imagining that you are fucking me aren’t you?” I moaned, one my hands now moving from my rock hard nipple to the crotch of my shorts. I began to rub it in earnest.

I glanced over at Anne to make sure she was still in her own world. Instead, I could see her peeking at me through half closed eyes, watching me play with my tits in the open and with my pussy through my shorts.

“God, yes,” my son groaned. “I wish that I was fucking you. And right next to us was Tom and his mom, fucking too.”

At this Anne let out a louder groan and I quickly looked over to see her jam her hand down her shorts. I knew it was loud enough that Mark must have heard it and I froze, fearing that he knew someone else was in the room with me.

“You like that idea, huh?” Mark grunted into the phone, apparently believing he had heard me instead of someone else. I looked at Anne and she was lost in her own world with her hand deep inside her shorts and the other hand caressing her tits through her shirt.

“Yes baby, I love the idea of you and me fucking next to Tom and Annie,” I replied, letting him believe that it was me he had heard let out the audible groan. The combination of this mental image along with the actual image of Anne obviously fingering her pussy sitting right next to me was a powerful aphrodisiac. I unbuttoned my shorts and pushed them down to my ankles. I glanced at Annie and she didn’t notice.

“I bet you would love to see Tom’s dick,” my son said. “Or maybe it’s his mom’s pussy that you would like looking at?”

I froze for a second. I had never told Annie about my college experimentations and wasn’t sure how she might respond. Her eyes opened and she looked straight at me. I was naked except for the thong that I was wearing, one hand pulling on a nipple, the other hand inside the front of my thong, with a finger obviously inside my cunt.

“Would you like that mom?” he asked. “Would you like to see her pussy? I bet it tastes so good. Like your roommate in college.”

All I could do was moan at his description. But Anne decided to take action. She unsnapped her shorts and quickly pushed them and her panties down over her ankles. She leaned back against the arm of the sofa and spread her legs so that I was staring directly at her obviously wet pussy. She lifted her shirt and bra in one motion and tugged at her nipple while putting a finger from her other hand deep in her pussy.

I gathered myself enough to say “Oh baby, I know it would taste wonderful. She has a beautiful pussy. And I am sure it would be sooo wet with Tom’s hard cock going in and out of it.”

I tried to take my eyes off her finger going in and out but couldn’t. She was looking directly into my eyes, watching me watching her get herself off.

“Shit mom, I’m about to cum,” my son gasped.

“Me too baby. Cum for mommy.”

With that, both Anne and I closed our eyes and frigged ourselves to an incredible climax. I could hear Mark grunting on the other end of the line, muffling the sounds both Annie and I were making.

When we all returned to some level of normalcy I told him that I loved him and that we would talk again soon.

As I hung up, Annie, still lightly stroking her pussy and staring at me pushed her finger in her sopping pussy and pulled it out, glistening with her juices. She inspected it for a second and then put it in her mouth, sucking off all of the juices. I was just watching her, my hands still lightly stroking my breasts and pussy as well. Involuntarily, I licked my lips at the sight of her tasting her own pussy juices.

Slowly, she reinserted her finger and then pulled it out and offered it to me. I leaned forward and sucked the juices off of her finger. She smiled, leaned forward and gave me a brief kiss on the lips.

“That was incredible,” she whispered, and then smiled. “And I want to hear more about that roommate of yours but, for now, we need to work on getting both of our boys’ home the same weekend and see what happens then.”

I gave her a brief kiss on her lips back. “I know.”

********************

It had been two weeks since Anne had listened in on my phone call with Mark (without his knowledge). We hadn’t repeated her joining us, but Mark and I had spoken probably five or six times since then and each chat had ended in both of us listening to the other cum. I had learned that he masturbated at least once a day (often twice) whether we chatted or not, that he had been “borrowing” my panties since high school, and he and Tom had even traded Anne’s and my panties on a couple of occasions. On the other hand, I told him the details of how my roommate and I initially hooked up in college, that I liked to be spanked sometimes (especially when I was being fucked from behind), and that I used to own a dildo but preferred my fingers or the real thing to a plastic or rubber replica. Certainly not the kind of conversation that I had read about in any of my parenting books as he was growing up, but I couldn’t help myself… I was incredibly horny pretty much all of the time. Even my co-workers teased me that I must be “getting laid” since I was always in such good spirits.

But this particular Friday, as I drove into the office, I was tense. Mark was coming home tonight for the weekend and I didn’t know what that meant. We had become so used to masturbating with each other that I knew that we wouldn’t be able to not do it when he was actually here, so I had resigned myself to that. I even allowed myself to actually look forward to it. But I was nervous. It was one thing to be able to lie naked, or almost naked, in my bed with my fingers clawing at my pussy while my son and I talked on the phone but quite another to think about the prospect of doing that in front of him. On the other hand, I had pictured that hard cock of his so many times with my panties wrapped around it as he came, I couldn’t wait to actually see it in real life. Even more troubling was the thought that nagged at me that we might not be able to stop at watching each other get off. What if it progressed past that? What if he wanted to fuck me? Shit, what if I wanted to fuck him? In fact, I DID want to fuck him… what if I couldn’t help myself? Would that change everything between us?

I busied myself around the office all morning but my mind was hardly there. Finally, shortly after lunch, I went home to get ready for my son to come home.

After straightening the house I took a long, soaking bath and shaved my legs, my underarms, and my pussy. After applying lotion all over my body I redid my makeup and hair and put on what I thought was the sexiest bra and panty set that I had. I tried on several different clothes, but none seemed to be exactly right. Finally, I decided to lose the bra and, since it was still warm outside, put on a short summer dress that buttoned up the front. It was cute and feminine and was covered in flowers. I checked myself in the mirror and smiled. I pulled my dress up to look at my panties. They were white with two small pink bows at the top near the hips. They were almost see-thru and I could see my “landing strip” through the opaque fabric. The lace around the top and the legs gave them an extra feminine touch. Having passed my own inspection, I went in and poured myself a glass of wine and waited for him to walk through the back door.

I didn’t have to wait long. I had almost guzzled my glass of wine and was pouring myself another one when he walked in.

My heart actually skipped a beat when he came in. I had never seen him look so handsome. His smile lit up the room and his eyes were even bluer than I remembered. I ran to him and threw my arms around him.

“My god mom, you look amazing,” he gasped.

“Thank you baby, I wanted to look my best for you so I took off work a little early today,” I said, my arms holding him tight.

Still holding me, he leaned back and was checking me out. I’m sure he could tell that I wasn’t wearing a bra since his hands were running up and down my back and his eyes seemed to be fixated on my nipples poking out of the front of my sundress. Our hips were mashed together as he looked me up and down and I could feel that he was already hard.

“I was about to make some dinner, are you hungry?” I asked, giving him a quick kiss on the cheek, very near his lips.

“Don’t make dinner,” he answered. “I made some money last weekend helping out a buddy of mine that has a moving company on the side. I want to take you out for a nice dinner. Give me a second to change and we’ll go out.”

“Baby, you don’t have to do that,” I said. “Keep your money. We can eat here or I can treat.”

But it was too late. He was already bounding up the stairs. “No way,” he yelled as he ran up the steps. “I want to take my best girl out and show her off.”

I smiled and finished pouring myself a half glass of wine. I didn’t get to finish it as he was back in just a few minutes, now dressed in his slacks and dress shirt. His hair was slightly wet and I realized he had run through the shower in what must have been record time.

Mark drove and we went to a favorite Italian restaurant not far from our house. It is quiet and has a romantic ambience that I have always loved. We both had a wine with dinner and, with the wine I had earlier, I was feeling pretty saucy.

The entire dinner was nothing but a perfect gentleman. The kind of date that every girl loves. We talked about school, my work, his fraternity, and everything under the sun… except sex. I knew that it was on both of our minds, but I appreciated his efforts to make this evening about more than the naughty things we had said to each other on the phone over the previous weeks.

As we were sharing a tiramisu, I was the one that finally broached the subject.

“So, did you bring those panties home that I accidently included in your bag?” I asked, smiling. “I’m guessing they must be pretty worn out by now.”

“Yeah. I promised you that I would,” Mark grinned. “But I was hoping to trade them in for a new pair or two when I go back.”

“Oh you were, were you?” I laughed, putting my hand on his. “Well, we’ll just have to see about that.” I could feel my nipples hardening, rubbing against my dress. I was glad the lighting was low in the restaurant and – hopefully – only my son would be able to see that I was turned on.

“In fact,” Mark whispered, leaning close so that only I could hear what he was saying. “I was hoping that I might be able to ‘borrow’ a pair tonight and let you see what you have been listening to over the phone.”

Even in the dim light, I am sure Mark could see me blush.

I leaned in close and looked him in the eyes and whispered “So you want to see your mom finger her pussy while she watches you wrap her panties around your cock and jerk off? You want your mom to watch you suck the juice off of her panties and see her cum? Is that what my baby wants?”

Mark smiled and I could feel myself getting wet. “Yes mommy. That’s exactly what I want.”

“Well then, let mommy ‘powder her nose’ and we can get out of here and go back home then,” I said, my voice almost shaking.

He stood up and assisted me with my chair while I went to the restroom. My knees were shaking as I walked to the back where the restrooms were. I wondered if the other patrons or staff could see the lust that must have been written on my face. When I got to the restroom, I was glad that I was the only one in there and momentarily leaned against the counter and ran my hand up my dress. My juices were already seeping through my panties and I had to resist the urge to make myself cum right there.

Instead I turned around, looked at myself in the mirror and smiled. It was the smile of a woman that knows exactly what she wants and is confident that she will get her way. I reached under my dress and pulled my panties down and balled them up in my fist and walked back to our table. When Mark stood up as I approached I picked up his hand, smiled at him, and put my wet panties in his hand and closed his fist around them.

“Let’s go home lover,” I whispered in his ear. I smiled again to myself as I walked towards the door even though my son was so dumbstruck he didn’t move for a few seconds, just staring at his fist in the middle of the restaurant.

The ride home was only a few minutes but it seemed like hours. I couldn’t wait to get inside and see his hard cock that I had been dreaming about. I could see it bulging in his slacks as we drove home in the faint light from the dashboard. It was all I could do to keep myself from unzipping him in the car and taking him in my hand as he drove. Mark alternately looked at the road, at me, and at my panties that were now dangling from his fingers as he drove.

When we rushed through the back door of the house I had no plan so what happened next was, I suppose, purely instinctual. I took his hand in mine and led him to my bed room. We stood at the foot of my bed for just a second before I put my arms around him and kissed him. This, however, was a kiss like two lovers kiss. Deep and long, and full of passion. I stood on my tip toes and ran my tongue in his mouth. I felt his hands hold me close and then move down to my ass and pull me into his hard cock which rubbed against my pubic mound. My hands ran though his hair. When it ended, we were both gasping for air.

I had promised myself that I wasn’t going to let my own son fuck me, but I knew that it was going to be very close to impossible to keep that promise. I unbuttoned his shirt and undid his belt as he unbuttoned the front of my dress. When we were both completely naked, we paused for just a moment to stare at each other and reconcile the naked images from our fantasies with the real thing.

Mark had a magnificent body and it was all that I could do to keep from simply bending over the bed and beg him to fuck me. Of course I had seen him in his boxers of swim trunks hundreds of times, but there was no comparison to seeing my son in all his glory with his beautiful cock sticking straight out. He naturally has little hair on his chest and his pubic hair was closely trimmed. His dick was actually bigger than I had imagined, but not the largest that I had ever encountered. When I finally tore my eyes away from his dripping cock and looked back up at Mark, he was smiling at me. I suppose that meant that whatever image he had jerked off to in his head wasn’t far off from seeing me naked now. Oddly, I felt no embarrassment. In fact, I only felt lust for my own son at the moment. I threw my arms around him again and we kissed as two lovers do once again – this time, however, both of us could feel our naked bodies pressed against each other. The only sound in the room was the moans and gasps coming from each of us and there was already a strong scent of sex in the air. I was on fire.

I told him get the panties that I had given him at the restaurant and get on the bed. I pulled the covers back and we both lay next to each other.

“I think you said something about showing me what I have been listening to for a while now,” I said as my hands cupped my right breast and pulled on the nipple.

He smiled and took the panties and held them to his face. I let my eyes wander over his body again and focused again on his cock.

It was, of course, as hard as a rock. It pointed up but curved back toward his stomach and I could see that there was a small string of semen connecting the tip of his cock to his stomach as he lay there on his back. I could see the veins in his cock were bulging as well. Poor baby, I knew it wouldn’t take him long to cum.

As I was admiring his cock his right hand grasped it and he began to slowly stroke it back and forth, causing some of the liquid to ooze out making the string of semen a little larger. My eyes traveled back up and I could see Mark looking at my tits as I squeezed one of my nipples and the crotch of the panties pressed against his nose. I then saw his tongue snake out and lick the crotch and I heard him moan.

“God baby, that is to fucking hot,” I half said, half groaned. My right hand moved from my nipple to my clit and I started to run a small circle around it… moving it back and forth. I was already so wet that I didn’t need to dip my finger in and lubricate it. It felt slimy and wet and very hard.

When I moved my hand down, Mark’s eyes followed and I heard him groan and then close his eyes for just a second. Quickly they were back on my hand as we both pleasured ourselves in front of one another.

“Is this what you wanted to see baby?” I whispered. “Is this what you pictured I was doing when we talk on the phone? When I am playing with my pussy talking to my baby? This is exactly where I am most of the time when we chat like this. Lying on the bed, fingering my wet pussy thinking about my son jerking off with my panties around his cock.”

With that, Mark moved the panties from his face to his cock and wrapped them around himself. Then he resumed his slow, steady strokes, trying desperately to prolong the moment that he would cum.

“Oh honey, I’m sorry,” I said. “I should have been more considerate. I know you were enjoying tasting mommy’s juices on her panties and now I asked you to wrap them around your big hard dick so I could watch my favorite fantasy. Here, let me help you.”

I took my finger and plunged it in my soaking pussy and pulled it out, offering it to Mark. He opened his mouth like a baby being fed and sucked in my finger. I could feel his tongue swirling around my finger while he licked every bit of juice that I was able to deliver.

“Mmmm, I think my son likes tasting his mommy,” I said as seductively as I could. “Here, let me help you again.”

This time I got two fingers wet (I was absolutely dripping) and pushed them back toward his face. This time, however, I followed my fingers and as he opened his mouth to take my fingers in, I kissed him and put the fingers between our battling tongues. We both sucked and licked on the juices offered by my fingers. In addition, I could feel my nipples brush against Mark’s chest and arms as I leaned in to follow. Apparently Mark could feel it too as I felt the pace of his stroking pick up.

“Mark, I’m about to cum,” I panted rolling onto my back again, my fingers furiously rubbing my clit. I grabbed my nipple with my other hand and began to pull and twist it. Mark watched with rapt attention.

My breathing quickened and I could feel myself flush on my chest and my neck. I knew it was just a matter of seconds now.

“Cum on me baby. Roll over and cum on mommy.”

Mark scrambled and straddled me. As I was nearing my orgasm I looked down to see him stroking his dick with my panties still wrapped around it. I tried to keep watching but the orgasm was too powerful. I closed my eyes and felt myself cum while my son was watching me. I came in wave after wave.

I heard Mark grunt and felt the first splatter of his cum on my tits, followed by another that landed on my cheek, then another to my forehead and on my lips. I quickly opened my mouth and licked it off my lips, tasting my own son’s juices. Then another, this time landing again on my open mouth and I quickly gobbled that up as well.

I could feel another orgasm coming over me and I threw my head back and came again uttering a low guttural sound that I don’t remember ever making before. It seemed so primal.

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Mark finally slumped and fell over on his back next to me, both of us panting like we had been running a race.

“Wow,” I heard him gasp.

I smiled and rolled toward him, our hot, sweaty bodies cuddling each other. “I know,” I whispered… “Wow.”

As we cuddled and both of us began to return to a normal breathing pattern, I had only one thought running through my head, “I’m going to fuck my own son.”

********************

I awoke the next morning lying naked next to my son, his dried cum still on my lips and my face. I slipped out of bed and jumped in the shower and, as I felt the water from the shower head rain all over my body, the memory of the previous night’s events came flooding back to me. I didn’t feel ashamed or embarrassed. Rather, I felt somewhat invigorated. I had stripped naked in front of my son, kissed him as if he was the love of my life, and watched as he masturbated with the panties that I had handed him in the restaurant. I took a small amount of pride in the fact that I had been able to control myself enough to keep from fucking him – although I knew that it was just a matter of time before that would happen… and I welcomed it. He appeared to be just as taken with looking at my naked body as I was with his and I knew that now we wouldn’t be able to stop ourselves from doing any more than kissing and watching each other cum.

I turned off the water and toweled off. I reached for the lotion that I kept under the sink and rubbed it on my skin. This was my morning routine that I had executed thousands of times before, but this morning I paused long enough to look at myself in the mirror and take in my nude body. Mark, if he was awake, wouldn’t be able to see me checking myself out since the angle of the bed and the bathroom door didn’t line up. Not bad for a forty-five year old, I thought. My stomach was still flat and my boobs had just a bit of sag to them, but still held up nicely, I smiled. I turned and looked at my butt. It wasn’t the butt of my teenage years, but, thanks to my yoga workouts and occasional spin classes, I thought it looked better than almost all of the other moms that I knew with college aged kids. I ran my hands over my boobs and my nipples immediately got hard. They have always been very sensitive, none more so than this morning.

I put on a yellow thong and peeked around the door to see if Mark was awake yet. He was lying on his back with the sheet covering his lower half. I could see the outline of that beautiful cock under the sheet, probably not as hard as last night, I thought, but I smiled to myself thinking that it soon would be.

I toweled off my hair some more until it was only damp and reentered the room. He stirred as I crawled back under the sheets and cuddled next to him. He adjusted himself so that his arm went under my head and I snuggled next to him, feeling my nipples graze against his side and chest. I put my head on his shoulder.

“Morning lover,” I said softly.

He smiled and looked over with sleepy eyes and kissed me on the lips.

“Hi gorgeous,” he said hoarsely. “Was that a dream last night or did that really happen?”

“I think, maybe, that I am still living out my dream,” I smiled back at him and kissed him again.

With that I moved my hand from his chest down his stomach and, for the first time since I quit giving him baths years ago, reached out and touched his dick. I almost laughed out loud when I felt it seem to stiffen to a rock-like hardness in my hand in about ten seconds. Geez, I thought, this guy is incredible.

“I want you to know how much I love you,” I started, slowly stroking his cock while I was softly talking to my son. “And that I love what we did last night.”

I could hear him almost gasp as he tried to control his breathing.

“But today,” I continued, “I don’t want either one of us to cum using our own hands. I want to taste you, to touch you, and to feel you inside me. And I hope that is what you want as well.”

Mark didn’t answer except to roll over on his side and push his dick into my hand and against my pubic mound while he took me in his arms and kissed me deeply. Our tongues battling back and forth and our breathing quickening. I felt his hand move down the small of my back and he cupped almost my entire ass with his big hand. He pulled me tight.

When we finally broke our kiss Mark said “God mom, there isn’t anything in this world that I want more than that.” With that he kissed me again and began to roll over some more so that he was now above me, my hand still wrapped around his hard cock and our hips mashed together. He had pushed up with his arms so that his whole weight wasn’t crushing me as I lay on my back.

As our lips parted he began to kiss my neck and my tug on my ear lobe with his teeth. Then back to my neck, he alternated kissing and lightly biting my neck. I could feel my chest getting flushed and I struggled to continue to hold his dick in my hand as he began to move down slowly. At some point I lost my grip but was now lost in my own lust as his mouth reached my left breast. He kissed it, and then ran his tongue in circles around my nipple. I could feel his breath and my nipple ached it was so hard. It was only then that he took it in his mouth and began to suck. I could feel his stomach pressed against my pubic mound and a tried to maneuver myself so that my clit rubbed against him, but I couldn’t. I sensed from the motion that Mark was grinding his cock into the mattress. I so desperately wanted his dick inside me at that moment, but was perfectly content to let him continue his oral worship of my nipple.

With my left hand I took my tit in hand and offered him my nipple and heard him moan with it in his mouth. God, he was incredible, I thought. I knew that my pussy was already wet and neither he nor I had touched it yet. He then moved to my right breast and repeated his movements from before, this time on the other side. Instead of grabbing my boob and offering it to him, I put my right hand on the back of his head and held it close to my tit. As he sucked I played with my other nipple, now wet with his saliva, and felt like I was going to cum already.

Just as I felt like I was moving towards an orgasm, he began to move down my stomach with light kisses and bites. His hands replaced his mouth as both of our hands now moved over my tits. I gave way to his fingers strumming my nipples and felt him sliding further down my body, my hands reaching down and running my fingers through his hair as he continued his trail of kisses and bites.

His movements toward my pussy were agonizingly slow, and I was loving every delicious second of it. I would begin to feel an orgasm swell and then subside as he moved inch by inch, build and subside, build and subside. He knew exactly what he was doing and I made a mental note to myself that I wanted to do the same to him.

When his face finally was between my legs I could feel his hot breath on my clit through my sodden panties. His tongue snaked out and traced the outline of my panties on either side of my pussy. I felt myself try to mash my panty covered pussy into his face only to feel him pull back and give me small love bites on the inside of my thighs. I was going crazy.

“Eat me baby,” I said in some sort of low guttural tone that I don’t ever remember having before. “I want you to eat mommy’s pussy.”

He moved his face back to my pussy and I felt one of his hands move from my nipple and pull my panties to one side. I quickly replaced his hand with my own and pulled and tugged on my nipple for all it was worth. I now felt his breath directly on my pussy and I moved to try and jam my pussy in his face. Instead he leaned down and, with the lightest touch that I have ever felt, flicked his tongue on my clit. It felt like an electric shock coursing through my entire body. I threw my head back and simply said “Oh, fuuuuuck…” Mark’s tongue ran up and down the lips of my pussy and every so often engaged my clit again. I could only imagine how hard it must have felt on his tongue, compared to the softness of my labia.

I felt him move a finger inside me as his tongue now zeroed in on my clit and he began to flick it back and forth quicker now. I was jamming my pussy against his face and I knew that I had to cum… “Oh my god,” I gasped. “Mommy’s going to cum baby. Mommy’s going to cum on your face.”

He locked his lips around my clit and sucked in on it, rapidly moving his tongue back and forth and using his finger to scrape the upper walls of my vagina.

I groaned loudly. And came. This was no ordinary orgasm for me. In fact, I had only cum like this twice in my life and they were both years ago. I came so hard against his tongue that I actually squirted pussy juice onto his face, dripping down onto the sheets. My eyes were closed and I swear that I could only see stars as wave after wave came over me.

As my orgasm began to subside I pushed Mark’s face away (my clit becomes incredibly sensitive immediately after I cum) and pulled him toward me. I pulled his face to mine and we kissed long and hard. I could taste myself all over his face and the only thing that I wanted at that moment was to feel his dick inside me. I hated to be selfish, but I knew that there would be future occurrences when I could give him as much oral pleasure as he had given me… and I needed to be fucked. Not made love to, but fucked.

One of my hands pulled my thong to one side while we kissed and the other went down to his ass and pushed his dick toward me.

“Baby I want you to fuck me… now…” I ordered.

I angled my hips up and could feel the head of his swollen cock against my outer lips. With one motion, I pushed him down, moved my hips up and he was in me all the way to the hilt.

It was only then that I allowed myself to breathe again. Mark began to move back and forth, in and out, and I moved my other hand down to his ass to make sure he kept up this pace, pushing him back inside me quickly when he slid out. I had both my hands on his ass, clutching his ass cheeks when I felt myself begin to crest again.

I don’t normally cum twice in a row like this, but this was different. I looked at my son above me and it was as if my fantasy was playing out exactly as it had in my head so many times. His arms were straight and he was looking down between us to watch his hard, wet, cock slide in and out of his mommy’s pussy. I watched it too until he looked up, smiling at me and our eyes locked.

“God mom, that looks so fucking hot,” he gasped. “Can you see how wet my dick is sliding in and out of your cunt?”

I looked again and could see my juices glistening when he slid out. “God baby, don’t ever stop fucking me.”

Mark bent forward and kissed me again. A hard, wet kiss. A kiss that tasted like pussy. Both of us were having trouble breathing.

“I’m going to cum again Mark,” I gasped. “Cum with me. Cum inside mommy.”

I saw his eyes widen and the smile fade from his face and his eyes close. He rammed his dick in and out of me faster now and I could feel it swell inside me. My vaginal muscles tightened as well and as I felt the first spurts of his cum inside my pussy, I came as well. My hands clenched at his butt pulling him as deep inside me as I could feel him. His ass muscles flexed as well and it felt like I was holding two rocks in my hands.

When he finished cumming, he collapsed on top of me, both of us sweating, panting, and completely spent.

We both listened to each other pant for a few seconds before he rolled off and lay on his back next to me. I could feel his semen seeping out between the cheeks of my ass but made no move to do anything other than take pleasure in the feeling that I had fucked my son and his cum was running out of me for the first time. I promised myself that it would not be the last time.

I moved slowly and turned to cuddle next to him, throwing my right leg over his, my arm across his chest, my breathing still heavy. He reached up and stroked my hair.

We both lay there silently, basking in the glow of our sex.

I moved my head slightly so that my son couldn’t see that I was smiling to myself. For some reason, at that moment all that I could think of was “I wonder what Annie will think when I tell her about this?”

Chapter 02

I want to thank everyone for the feedback and encouragement that I got from my first story. This story is really a continuation of Part I. If you haven’t read that yet, it would probably serve you well. As was the case then, this story also contains elements that are both fact and fantasy. Everyone in the story is over 18. Hope you enjoy.

I had fucked my son.

I let that thought roll around in my head for an hour or so as I went about making us both brunch on that Saturday, his cum seeping through my thong and occasionally running down my leg.

After having sex with Mark we cuddled and then fell asleep in my bed, arm in arm. After an hour or so I awoke and couldn’t go back to sleep so I got up without waking Mark and looked for something to do in order to busy myself.

I gathered all of my laundry from the hamper and then went upstairs to empty out his suitcase and collect all of his dirty laundry. I bundled it in my arms and brought it downstairs to the laundry room. As I was sorting it into whites and colors, I saw the panties that I had “accidently” included in his bag so many weeks ago. They had obviously been an aid in many of his masturbation fantasies as they were now crusty with his cum. It was my own fault, I smiled to myself. I was the one that planted them there. Little did I know where it would lead.

I held the panties up to my face and smelled them. Gone was the trace of my feminine scent. In fact there was little or no scent on the very used panties now. Despite myself, I smiled again. I could see that he enjoyed my “present” as he liked to call them. I stuck out my tongue and tried to taste him through the dried semen left behind, but there was no discernable taste after this long.

I knew that I would have to remedy that. As guilty as I felt about seducing my own son, I knew that I was also wet just thinking about tasting his cum in a more direct way than trying to suck it off of the panties that I had given him with which to masturbate.

After getting the first load of laundry started I went in to make us both brunch. I fried some bacon and toasted some bagels. I added some fruit to the plate and, along with some orange juice, carried it into my bedroom where Mark lay sleeping in my king size bed.

When I entered the room he stirred and I smiled.

“Thought you might need some nourishment,” I said. “You used up a lot of energy last night and this morning.”

He sat up and laughed. “I think I still have some more energy, but could probably use a little pick-me-up.”

I handed him the plate and bent to kiss him, my hand reaching down and cradling his semi-hard cock over the sheet covering him.

“Enjoy,” I smiled. “There’s more where that came from.”

When I bent to kiss him I felt my nipples graze his bare chest and I remembered that I was still wearing only my yellow thong. I blushed at the thought that the crotch was probably visibly stained with his dried cum and my own juices.

Mark lifted his left hand and reached around and palmed my ass as we kissed and said “I was hoping that there was at least a little more.”

“It’s an all-you-can-eat buffet, honey,” I laughed, feeling his dick stiffen under my grip.

I let Mark finish his brunch while I crawled into bed and sat next to him. Neither of us had a lot to say as he ate. I think both of us were digesting the events of not only last night and this morning, but of the past several weeks.

“Honey, are you okay?” I started. “I mean with all of this? I know it’s not the typical mother / son relationship. And if you are having second thoughts I understand.”

“Oh no, mom,” he said, finishing the last gulp of his orange juice. “It’s not that. Actually I was thinking how hot it is that you’re sitting here next to me wearing just your panties. This is like some kind of dream or something.”

He put his plate and his glass on the nightstand. “So… when you ‘accidently’ put those panties in my bag,” he started, emphasizing “accidently.” “Was it really an accident, or did you mean to put them in there?”

I blushed. “I guess we don’t have any secrets from each other anymore do we?” I said. “Okay. I confess. I may have put them in there,” I laughed. “But it wasn’t my idea.”

I added the part about it not being my idea to be lighthearted and try to make myself appear to be a little less slutty. But as soon as I said it, I regretted it. I knew he wouldn’t miss it.

He didn’t. “Really? Who’s idea was it?” he asked.

I knew that I was busted. And also knew that the truth would come out sooner or later. So I decided to be honest. I confessed to him the whole story of how I had confided in Annie after discovering that he had been “playing” with my panties. And that she was the one that suggested that I include them in his bag that weekend.

“I’m sorry, baby,” I offered. “It may have been her idea, but I was the one that actually carried it out. I know that it was deceitful. Will you promise that you won’t hold it against me? Or Annie?”

“Seriously?” he questioned. “It’s like the hottest thing that has ever happened to me,” he laughed. “Remind me to give Mrs. D a hug the next time I see her,” he grinned. Mrs. D was Mark’s shorthand for Annie, short for Mrs. Duncan.

He leaned over and kissed me. I felt a weight leave me, knowing that all of my secrets from Mark were now known. Well, almost all… I still hadn’t told him that Annie had listened in on one of our phone chats and that both of us had cum while listening to him masturbate on the other end of the line. But that could wait.

Mark adjusted the sheet so that he and I were now under the covers. He pulled me close so that I could feel his hard dick pressing against my hips. I turned so that I could feel the head of his cock between my legs and we kissed.

Mark had no more questions. Instead, he rolled over and began to kiss me in earnest, his hard dick grinding against me. I knew he wanted to fuck me again – but I had a different idea.

For a few moments we kissed passionately. I loved kissing him, our tongues dueling inside each other’s mouth and our breathing becoming labored. I felt his hands roaming all over my almost naked body, sending little shock waves wherever he touched me. I could feel my breasts mashed against his chest and my pussy grinding against his cock. I lifted slightly, never breaking our kiss, and moved my upper body slightly, dragging my hard nipples across his nearly hairless chest. I was on fire and so was he.

As badly as I wanted him to fuck me, I wanted to provide him with some of the same pleasure he had given me a few hours earlier. I maneuvered so that I was now on top, my son lying on his back. I straddled his hard cock and I rubbed myself against it with the wet crotch of my panties. God, it would be so easy just to pull these panties to one side like I did earlier and let him fuck me again, I thought. But I resisted the temptation.

Instead I began kissing and lightly biting his ear lobes and neck. Mark was gasping for air now and I felt in total control. Both of his hands cupped my ass cheeks and pulled me tight against his rock hard cock, but I continued my quest. I slowly slid down, lightly kissing and biting him on the way to my real target, my nipples grazing against his chest, stomach, and legs as I moved down.

When I had moved far enough that my face was now between his legs and only inches from his dick, I looked back up at him and smiled. I could still smell my scent on his cock from earlier this morning. He had lifted his head to watch me and his eyes were filled with pure lust. I stuck my tongue out and, starting at the base of his cock, slowly and wetly licked up the shaft until I reached the head, never losing eye-contact with him. I held my hand out and straightened his cock so that it was now pointing straight up. I reversed the route and licked the shaft from top to bottom and then kept going so that now I was licking his balls, my hand curling around his dick and sliding it slowly up and down. I could feel my nipples scratching his legs as I continued licking him and smiled to myself listening to his labored breathing.

I moved back up the shaft and locked eyes with my son. I could see his eyes widen and his jaw drop slightly as my tongue neared the top of his shaft. When I reached the head this time, I took him into my mouth. I had dreamed of this for weeks now and wanted to savor the moment. I heard him moan and he closed his eyes and his head fell back down onto the pillow, but only for a second. He quickly picked his head back up so that he could watch his slutty mom suck his dick like a pro. His hand went to the back of my head, holding it there while I bobbed up and down on his wet, slick cock. I continued my oral and manual adoration of my son’s dick for several minutes until I finally heard him say something that woke me from the spell it had cast on me.

“God mom,” he gasped. “That feels so fucking good.”

I smiled to myself. I loved that my son thought I was a good cock-sucker, I thought. I felt like a slut, but had no remorse since I was a slut for the man that I loved most in this world. I wanted to please him in every way that I knew how.

“Mmmmm,” was all that I could say, my tongue swirling around his dick while I sucked him in deeply. I began to move my hand up and down his shaft in sync with the movements of my mouth. I felt his hand tighten on my head and he began to move his hips, fucking my mouth.

I knew he was getting close to cumming, but didn’t want him to cum just yet. I wanted him to experience the pleasure that he had afforded me of almost cresting, then ebbing, then cresting again. The delayed nature of the gratification was so deliciously naughty.

I backed off and resumed licking his balls, slowing my hand movements on his shaft. After a couple of moments doing this, I quickly reached down and yanked my panties off and brought them back up to his cock, wrapping them around him.

He looked down to see what this new sensation was and gasped aloud when he saw that my mouth was following my wet panties up and down his cock. I felt the head of his dick swell slightly and his leg muscles flex. I tightened my grip on his cock and moved up and down faster now.

“I’m going to cum mom,” he said, as if warning me in case I didn’t want him to cum in my mouth. But I had no intention of moving. I wanted to taste every last drop of his semen so I responded by moving even faster.

“Mmmmm,” I moaned, not letting his dick escape my oral grip.

“Oh god,” he moaned. His head flew back against the pillow and I felt the first spurt of his seed hit the back of my throat. The second spurt, not quite as powerful as the first, filled my mouth. And the third and subsequent spurts slightly dribbled out from my lips back down his shaft onto my hand and my panties still wrapped around his cock. I swallowed every drop that was in my mouth and then began to lick up the semen that had overflowed. He lifted his head one last time to see me licking his cum from my panties and stroked my hair as I did so.

“God mom, that was incredible,” he panted.

I smiled and crawled back up lying next to him, my head on his chest, listening to his heart.

“I’ve wanted to do that for a long time sweetheart,” I cooed. “And it was better than I had imagined.”

Time seemed to stand still for both of us. I don’t even know how long we lay like that but at some point we both got up and showered together. I spared him from another orgasm in the shower, knowing that he needed to recharge his ability to perform but loved the feel of his soapy hands all over my tits and the rest of my body as we laughed under the stream of water cascading over us.

As soon as we stepped out of the shower I heard the phone ringing. I grabbed a towel and answered it before even looking at the caller ID to see who it was.

“Did I catch you at a bad time?” Anne said on the other end of the line.

“Oh no,” I answered. “I was just getting out of the shower.” I glanced at my watch and it was almost 1:00 in the afternoon.

“Hmmm,” she smirked. “Busy morning with Mark?”

I laughed and said vaguely “We’ve just been enjoying each other.”

Anne knew how excited I was about Mark’s visit this weekend. She had bluntly told me that she didn’t see how we could keep from taking our mutual masturbation at least a step further. I think that I knew that too, but didn’t want to admit it to myself until it actually happened. Normally I would have been more candid with her about Mark and me, but Mark was within earshot and I didn’t know how he would react to knowing that I had confided to my best friend that my own son was the object of my fantasies. He also had no idea that Anne had shared the same thoughts with me about her son, Tom.

“I bet you have, you naughty girl. You know you are going to have to dish all of the details when he goes back tomorrow.”

I looked back at Mark, drying off just outside the shower stall, his muscles still slightly damp and glistening in the sunlight coming through the opaque windows of the bathroom. God, he was handsome, I thought to myself. If he only knew what we were talking about right now…

“We are having fun,” I laughed. Then in a whisper I added “And I promise that I’ll share the details with you.” And then, back to my normal voice level, “but I need to run for now. Mark told me about a dinner that he has to go to next week and I promised him last night that I would take him to look for some new clothes.”

“Okay,” she laughed also. “I understand. God, I am so jealous of you right now.”

“I know,” I chuckled. “We’ll talk later.”

When I hung up I told Mark to get dressed and that I was taking him shopping.

********************

It was a beautiful, sunny day and we walked close to each other wandering around the outdoor shopping center. Occasionally he put his arm around me and at times I felt almost like a school girl again. Somewhere along the way we stopped and each enjoyed an iced frappuccino sitting outside one of the local coffee shops. I couldn’t help but wonder if any of the strangers walking past us could see the “just-fucked” look of satisfaction and happiness in my eyes. Maybe they confused us for a couple that are in love, I mused. I looked younger than my age and my son could pass for someone older…

“So,” Mark interrupted my impractical thoughts. “I’m guessing that was Mrs. D you were talking to on the phone before we left?”

“Yes,” I answered, suddenly back in reality.

“Do you think she knows about us?” Mark asked, looking a little embarrassed, but also inquisitive.

Oh god, I thought. I don’t want to lie to my own son but, at the same time, I didn’t know if he would be mad at me for sharing – at least what he thought was our own secret – with my best friend.

“Why would you ask that?” I answered, deftly.

“I dunno,” he stammered, stirring his drink with his straw. “I guess… I mean… I know you told me about her suggesting that you leave your panties in my bag… and I guess… I don’t know… I guess I was just wondering how much she knew.”

I sat silently for a few moments, trying to find the right words to say. “Would that bother you if she did?” I asked, in a non committal answer.

His eyes lit up. “God no,” he said, excitedly. “Actually I think it’s kinda hot.”

“I told you that Tom has the hots for her, didn’t I? I can see why. I’ve even seen her panties,” he laughed. “Tom and I traded one time. She’s a pretty lady… of course, not as pretty as you, mom,” he added quickly.

I laughed at his awkward attempt to make sure he hadn’t offended me. “It’s okay if you think she’s pretty,” I smiled. “I do too. Sexy even,” I blushed. “As long as I know that I am ‘your girl’ I don’t care if you think my best friend is ‘hot’,” I laughed, using my fingers to indicate quotation marks around “hot.”

Mark laughed. “So, back to my earlier question… do you think Mrs. D knows? About us I mean?”

I smiled inwardly. I could see he wasn’t going to let me try and evade a direct answer.

“Well… kind of,” I said slowly, blushing. “I’ll tell you a little secret but you have to promise me that you won’t tell Tom or anyone else.”

Mark’s eyebrows rose. “Wow, this sounds juicy. I promise that I won’t tell anyone mom. Not even Tom.”

I took a long gulp of my frappe and looked around to make sure we were out of earshot of anyone. Even though I knew no one was listening in on our conversation, I leaned in toward Mark and he leaned in as well.

“Remember the night when you and I chatted on the phone and I told you Annie had just left?” I started.

Mark nodded, a hint of a smile appeared on his face as he remembered. “Absolutely. That was very hot.”

“Well,” I continued. “It was hot for me too. But in a different way. Now remember that I had a little too much wine that night,” I stalled. “But I had asked Annie if she wanted to stay and listen in while you and I chatted.”

There it was. I now had no secrets from my son. I stared into his eyes to see his reaction, hoping he wouldn’t be mad at me for letting Anne share in our intimate conversation, especially since I had been so adamant that he keep our phone conversations to himself and tell no one about them.

Mark looked from side to side, I think to make sure no one was looking, then grinned and leaned in and kissed me square on the lips.

I closed my eyes and savored that split second of our first public kiss like that. When I opened them, Mark was still grinning from ear to ear.

“I take it from your reaction that you aren’t mad?” I laughed.

“I would say pretty much whatever the opposite is of being mad,” he answered. “Did she enjoy listening in?”

I laughed out loud this time. “I would say she did,” I smiled. “When I initially asked her, I was planning on just playing along with you and letting her listen in. But we got so turned on that we both ended up cumming in front of each other listening to you. The other part of the secret is that I knew that Anne had been fantasizing about Tom for some time… but he doesn’t know that. I think for her that night was a way that she could indulge her fantasy by listening in on us without actually carrying on with her own son.”

“Do you think that she really wants to hook up with Tom?” Mark asked seriously.

“I know that she would,” I answered, recalling several conversations Annie and I had on this subject over the past few weeks. “But she’s afraid to initiate it. And I can understand that. So I think she lives vicariously through you and me.”

“But you never asked her to listen in after that one time?” he asked, sounding somewhat skeptical.

“No, the opportunity never presented itself,” I answered honestly. “We talked about it a couple of times after that, and I know she would do it again, but the times you and I have spoken on the phone since then, she hasn’t been over like she was that night. That’s the only reason. Well that, and the fact that we both probably had a lot of wine that night,” I smiled.

“And… did you just watch each other cum… or was there more?” Mark asked hesitatingly, recalling my earlier confession of my experimentation in college with another woman.

I blushed. “No. That was really pretty much all we did,” I said, shading the truth a bit by omitting that Annie had fed me her finger soaked with her own juices.

Mark laughed. “Well, if she enjoyed listening in so much, maybe we should invite her over tonight and let her listen to us through the bedroom door,” he joked. At least I think he was joking. He was looking at me kind of funny and I could tell the idea turned him on.

Truth be told, it turned me on as well. I still had a clear mental image of Annie masturbating that I had called on as I approached my own self-induced orgasms more than once since that night. I knew that Annie would love to have the type of relationship with Tom that Mark and I shared, but I also knew that – because they didn’t – she loved to hear me tell her about our phone chats. If she couldn’t have Tom, I reasoned, Mark’s and my relationship was the next best thing for her. Maybe it wouldn’t be such a bad idea to let her see the two of us together, I thought.

I smiled a naughty smile at my son and got my phone out of my purse. “Hey Annie, it’s me,” I said when she answered. Have you made plans for dinner yet? Good. Mark and I are going to stop by the market and get some steaks. Come over and join us.”

Mark sat wide-eyed looking at me, his jaw dropping listening to one side of the conversation.

“Don’t be silly. We are both looking forward to having you over. I won’t take no for an answer. We are headed to the store now, so we’ll see you in about an hour? Good. See you then.”

I hung up, sat back in my chair and looked at Mark. “We are having a guest for dinner,” I smirked.

********************

After stopping by the store, we hurried home and showered together again. I resisted the powerful urge to give my son another blow job like I had just that morning but couldn’t help but give him a few strokes as I washed his body. He was hard the entire time we were in the shower.

“Is that because of me, or Annie?” I laughed, tugging on his cock.

“It’s yours anytime you want it,” he smiled. “But if you don’t mind sharing…”

We both laughed and kissed, feeling the water cascade over our faces as we did. God I wanted to fuck him, I thought. But thought it might be better if I teased him a bit longer and resisted the urge.

By the time we got out and dressed it was almost time for Anne to arrive. I had explained to Mark that my reason for asking Annie to join us was just so that she could see him and me as “a couple.” I knew her fantasy was her own son, but I also knew that she derived a certain pleasure from hearing about Mark and me. It was her way of living out her fantasy.

Mark threw on some gym shorts and a t-shirt from his favorite baseball team. Even though it was cooler, it was still warm enough that I could wear shorts and a halter top. When I looked in the mirror, I could see my nipples poking through the thin fabric and smiled to myself. Nothing subtle about that, I laughed silently.

A few minutes later, Annie came walking through the back door.

“Knock, knock,” she yelled. “Everybody decent?” she laughed.

“Hi Mrs. D,” Mark said, walking over to give her a hug. “Good timing. I was just about to fire up the grill.”

“My, you look even more handsome than the last time I saw you,” Anne said, eyeing Mark.

“Hey, control yourself,” I smiled, walking into the room. “He’s already spoken for.”

I gave my best friend a hug and she laughed. “So I hear,” she said.

Mark blushed and went outside to start the grill.

Anne watched him from the window. “I can see why you can’t keep your hands off of him,” she said wistfully. “He and Tom are two good looking guys.”

She handed me a bottle of wine that she had brought and we opened it and began putting dinner together. Mark handled the steaks and Anne and I made a salad and twice baked potatoes.

Dinner was delightful. Anne, Mark and I laughed and told stories and finished the bottle of wine and opened another. She caught us up on Tom and said he would be home in a couple of weeks. By the time we cleared off the table and put the dishes away it was dark. I asked Mark to put some music on outside and the three of us adjourned to the patio to enjoy the evening air.

The stars hadn’t appeared yet, but there was a nice breeze as the three of us continued our conversation.

Anne and I were beginning to get a little tipsy from all of the wine while Mark obviously loved being the center of attention of two adoring females. There was a lot of laughing between the three of us and touching between Mark and me as the night went on and the wine bottle emptied. When we finished the second bottle, I asked Mark to go in and open another.

When he went inside I immediately turned to Annie and said “Listen. I need to tell you something,” I started. “I told Mark about the time that you were over here and listened in when he and I were talking on the phone.”

“Seriously?” she gasped. “What did he say?”

I laughed. “Let’s just say that he took it well. I don’t think his dick has gotten soft ever since I told him.”

We both giggled like school girls at a slumber party. The wine was obviously having its effect.

“Does he know that I have fantasized about Tom the way you have about him?” she asked in a hushed tone, as though Mark could hear us through the door.

I smiled. “I think I may have mentioned that too,” I coyly laughed. “But it was only after he told me that he knows Tom has the same thoughts,” I whispered.

“Oh my god,” she sighed.

At that moment Mark reappeared and topped off our glasses. For the first time all night the conversation was muted as both Annie and I day dreamed about fucking our boys.

After a few minutes, Annie stood up and said “I think I better get going. I will leave you two to catch up some more.”

“Don’t go,” I begged. “Mark and I were about to get in the hot tub. Why don’t you join us?”

I looked at Mark and he had a wide-eyed look on his face. “We were?” he asked, laughing.

“Sure. Why not?” I offered. “It’s beautiful night. Honey, go turn the heater on and get the hot tub toasty for us.”

Mark wasn’t the only one looking at me wide-eyed. As he scampered off to warm the hot tub, I turned to Anne and saw her still standing with a look of incredulity on her face.

“What are you doing?” she whispered. “Don’t you want to spend some ‘alone time’ with Mark?”

“Of course,” I smiled. “And after you leave I plan on doing exactly that. But I also know that he would love having two over-sexed women fawning over him. Come on, it’ll be fun,” I coaxed.

“I don’t know,” Anne said, sitting down and taking another deep gulp of her wine. “I’m guessing you aren’t planning on me borrowing one of your swim suits, are you?” she smirked.

“Hey – wear whatever you want,” I started. “In fact, if you want, just leave your bra and panties on. But something tells me the general idea is working for you,” I smiled, looking at her nipples now clearly hard through her shirt and bra.

We both laughed as Mark returned, the hot tub roaring in the background.

“What’s so funny?” he smiled.

“Oh nothing,” I said, smiling at Annie. “Tom’s mom was just showing me that she kind of likes the idea of the hot tub.”

She and I both started giggling like school girls again. Mark didn’t seem to get the joke until he looked at Anne’s chest and could see how she was “showing” her pleasure. He actually blushed.

We all sat for a few more minutes, waiting for the spa to heat up. Mark was now shirtless, wearing only his gym shorts. I could see that his dick was tenting in his shorts even though he was trying to be discrete in front of Anne.

“So, Annie, when Tom comes back home for the weekend we need to plan a get together… just the four of us,” I prodded.

“Yeah, that would be cool,” Mark said. I could see him still eyeing his Annie’s tits.

“I’m sure you boys have some catching up to do,” Annie offered. “Maybe swap some stories about college life?”

“More like swap some panties,” I laughed. “I bet you didn’t know that our boys have traded our panties with each other, did you?”

Mark looked at me quickly, blushing, and then at Anne to see her reaction.

Anne took another gulp of her wine, smiled and said “I guess Tom failed to mention that. I hope you liked them Mark.”

Poor Mark. He didn’t know what to say. He mumbled something incoherent as Annie and I laughed.

“I’m sure that he did. I know that you enjoyed mine, didn’t you baby?” I said, putting my hand on Mark’s thigh.

I could see Mark’s cock jump in his shorts when I touched him. And then he smiled, sensing that he was being ganged up on. “Many times,” he laughed, silently acknowledging that he was out numbered here.

I stood up and peeled my halter top off, my breasts now free in the night air. “I think the hot tub is warm enough for us now,” I said, feeling a little wobbly standing up so quickly.

Both Mark and Anne sat for a second, looking at me topless not knowing what to do next. I stepped out of my shorts and stood there in my cranberry red thong.

Anne was the next to move. She stood up and took off her shirt and shorts, standing in her matching pink bra and panties she said “Well, I think that I’m drunk enough. Let’s go Linda.” She took my hand and we walked hand in hand to the hot tub. Mark sat rooted to his deck chair with his mouth slightly agape, watching me and my best friends asses sway on the way to the spa.

Anne looked back over her shoulder and let out a small laugh at his dumbfounded look. “Come on Mark,” she said, taking her hand from mine and giving me a light pat on my butt. “I know that you want some of this.”

I blushed at her brazenness, but we both laughed as he sprung from his chair and almost caught up to us as she and I stepped into the hot waters of the spa.

I like to think Anne and I had tried to keep at least some sense of decency as she was still in her lingerie and I was, at least, wearing my thong even though I was topless in front of my son and her.

Mark made no such pretense. As he stepped to the side of the spa, he yanked his gym shorts down and his hard cock stuck straight out in all its glory.

“Sorry ladies,” he smiled. “I didn’t have a clean pair of boxers to wear under my shorts.”

As he stepped in I could see the look of lust in Annie’s eyes. And I am sure, had she torn her eyes away from his beautiful body, that she would have seen the same in mine.

We all settled in to the hot tub, each with our wine. Anne sat across from Mark and me in the hot tub, watching us with a voyeuristic look in her eyes. I could feel my leg rubbing against Mark’s and looked down to see my hard nipples were barely visible right at the water’s edge.

I reached down with my free hand and put it on Mark’s leg under the water. My movement was obscured by the bubbles of the water and the lack of light in the pool, but Anne knew something must be up because Mark suddenly gasped when I touched him. I smiled and moved my hand slightly up his thigh until I felt his balls against my little finger and I heard him let out a soft moan. He turned to me and smiled and then leaned in to kiss me.

I didn’t care that Annie was watching as I took his tongue into my mouth and we kissed like two lovers. When I opened my eyes I saw Anne setting her wine glass on the back of the spa and lean forward to take her bra off. She threw it over the side and I saw one of her hands begin to caress her left breast. My hand went higher on Mark’s leg and I felt his hard cock. This time his moan was audible enough for both of us to hear.

I put my glass down and maneuvered so that I was now facing my son, straddling his leg, grinding my pussy into his thigh, my hand still on his dick. I looked back at Annie and saw her watching my every move, her eyes glazed over, playing with her tits now with both hands.

God, my pussy was on fire. It felt so good to rub my clit against the muscles of his leg, I knew I could cum if I kept this up. But I wasn’t ready for that just yet.

I reached back to Annie with my left hand, beckoning her towards me. She held out her hand and grasped mine. I pulled her from her seated position to move so that she was now standing next to where my son was sitting, facing me. I put my hand behind her head and drew her into me, kissing her. At first it was just our lips touching, but after only a few seconds, our tongues were deep inside each other’s mouths. One of her hands reached up and palmed my tit, her fingers closing around my nipple. With that movement, now I was the one moaning audibly and she increased both her tongue action in my mouth and her movements with her fingers.

Mark’s hands had been still to that point, keeping one hand holding his wine glass and the other on the bench of the spa. Now he reached back and set his glass down and began to rub his left hand on my bare back and the part of my ass that he could reach while I still ground my clit against his thigh. With his other he tentatively reached out and put it on Anne’s back, stroking it and moving down to the small of her back, barely grazing against her panties and back up, not sure how far he could let his hands go with his best friends mom.

Anne helped him define the boundaries – or lack thereof. She broke off our kiss, leaving me breathless for a moment and yanked her panties off, dragging them across Mark’s face with a smile as she threw them to the side. She then straddled his other leg as I was doing and leaned toward me offering me her nipple to suck on. She looked me in the eyes and said, “I’d feel bad about asking you to share your son with me, but I hope you’re okay with this.”

I grinned and could feel Mark’s hard cock twitch in my hand. “As long Mark doesn’t mind,” I said, now leaning down to take her nipple in my mouth.

Annie smiled also, knowing – as I did – that not only did Mark not mind, he was loving watching two “hot” women play with each other’s tits. I could see Mark out of the corner of my eye intently watching me suck on the nipple of my best friend. “Oh god,” Annie sighed. “That feels really good.”

I felt the movement of the water roiling as she rubbed her naked pussy against his leg faster now. I knew she wanted to cum. I could also sense that this was starting to overwhelm my son as his cock was beginning to swell. But I didn’t want to let his seed be wasted by floating around in the water. I had better plans for it.

I got off his leg and, to Annie’s chagrin, stood Mark up and moved him behind me. “Take mommy’s panties off baby,” I said breathlessly. Anne had returned momentarily to sit in the hot tub facing us now and watched as my son pulled my panties down my legs as I stepped out of them. Mark handed me the panties and I smiled as I handed them to Annie. She took them and put the wet crotch in her mouth and tried to suck whatever juices she could taste through the chlorinated water soaked panties.

“Move up here,” I told her, patting the limestone cap surrounding the top of the hot tub.

She sat on the cap, now totally out of the water except for her feet. I put both of my hands on either side of her hips on the cap. “I want you to have a good seat for this,” I breathed, leaning forward so that I was now bent at the waist, Mark still standing behind me.

I looked over my shoulder at my son, alternately staring at my ass that was still submerged in the water and Anne’s pussy that was clearly visible as she spread her legs in front of my face. “I think we need to show Annie how a son fucks his mom baby,” I said huskily. “Fuck mama now.”

I saw Mark glance up at Anne and then back down at me and he smiled. With that I felt his hard dick enter me with no resistance on my part. My pussy was soaking wet and it had nothing to do with the water from the hot tub. “Oh god,” I moaned, leaning forward some more as he rammed his dick in me as far as he could go. My face was now just inches from Anne’s pussy and I saw her fingers from her right hand move to her clit and began to move it in a circular pattern.

I was so close I could smell her pussy and couldn’t contain myself from tasting it. I moved forward a bit more, my son moving with me, still fucking me, water splashing on the sides from his rocking in and out.

My tongue replaced her fingers and I tasted another woman’s pussy for the first time in twenty years. I have to admit that ever since that night that she offered me her cum soaked finger, I had been thinking about doing exactly this. It tasted heavenly. Even more so because this time I tasted her while my son watched.

Anne groaned deeply and used one of her hands to support her on the cap of the hot tub and the other went behind my head to make sure I didn’t change my mind. But I had no such intention. I loved the dual ecstasy of having my pussy fucked by my son and tasting my best friends’ pussy at the same time.

I felt my stomach begin to tighten and I knew that I was very near an orgasm. I moaned into Annie’s pussy as I felt the waves inside me start to crest. Anne tightened her grip on the back of my head and held me tightly against her pussy, my tongue flicking wildly back and forth up and down on her clit. She closed her thighs around my head and let out a low guttural moan and I could taste her juices as they seeped from her pussy.

Her orgasm pushed me over the edge and I felt my pussy muscles contract around Mark’s cock, still sliding back and forth in me and I came in an intense orgasm. This caused Mark to be the last in our three person domino to fall and he grabbed my hips and jammed his cock in as far as it could go and began to shoot his sperm in me. I took my mouth off of Annie’s pussy long enough to gasp when I felt the force of his orgasm and my legs began to buckle. He stayed inside me until he could cum no more and I felt him soften until he couldn’t stay inside me anymore.

Annie must have been watching all of this unfold because as soon as he slipped out she took my hand and beckoned me to stand up so that I was now standing on the limestone cap, each of my feet on either side of her as she sucked his juices out of my pussy. In less than a minute of her tongue lashing, I was cumming again, almost unable to stand after it ended.

When my orgasm did end I sat beside her on the capstone, both of our swollen red pussies on display for my son, who had collapsed back and sat on the far side of the spa watching his mom get his cum sucked out of her by his best friends mom. It must have been quite the sight. As Anne and I tried to regain our breath I looked at him and we both smiled at each other. I knew that I needed to have him inside me at least once more before he went back to school the next day but I also knew that I would have to wait for at least a little bit.

I turned to Anne sitting next to me. “Aren’t you glad you didn’t go home now,” I smiled.

She laughed and kissed me on the lips. “You have no idea how glad I am,” she said.

********************

The next morning Mark and I had another breathtaking session in bed. For the first time, there didn’t seem to be any animalistic urge on the part of either of us and what ensued was a long, tender, sensual, love-making hour. I was positively glowing when we finished.

Before he left for college he and I also discussed the events of the previous evening. We both knew that Tom and Anne wanted to fulfill each of their fantasies, but that neither of them was – so far – willing to risk making the first move. I figured that Annie would appreciate any assistance that I could lend in making this happen and Mark and I strategized about how that might work. In the end, we agreed that Mark would talk to Tom about limited parts of the preceding night. We didn’t know how Tom might react to hearing that Mark had seen Anne completely naked or having lesbian sex before Tom got a chance to participate. Therefore Mark would limit his description to the three of us sharing a hot tub in our underwear and that Anne and I were apparently flirting with him. And finally that, in Mark’s opinion, both Anne and I would be open to taking it further. Mark had a devilish smile on his face as the plan blossomed and said that he was positive it would set the tone for a great weekend when they both returned home.

As he was packing up his car Anne stopped over and handed Mark a pair of her panties and told him that she thought of him that morning as she was cumming in them, calling it a small token of her appreciation for sharing his mom with her last night. I laughed and told her that her panties, along with the ones that I had let him take back, should keep him well stocked until both of our boys came home in a couple of weeks. I also told Anne of the plan that Mark and I had concocted and could see that she was truly appreciative and excited about Mark’s willingness to help bring her and her son closer to living out their fantasies.

In the following two weeks Mark and I had to resort to mutual masturbation over the phone to satisfy our insatiable sexual appetites for each other. Now these conversations frequently included mentions of Anne and I going down on each other, or Mark fucking Anne, or Tom fucking me. Nothing seemed to be off limits while we were on the phone. All of this only increased the anticipation that he and I had for his return. Mark did speak with Tom several times over the following weeks and told him the edited version of his night with Anne and me. He told me that Tom was “stoked” to get home and see if there was any way that he might be able to emulate what Mark had the opportunity to live out.

Of course, Anne and I spoke frequently also. I updated her on Mark’s and Tom’s conversation and assured her that my only interest was in helping she and Tom fulfill their mutual fantasies.

The day that Mark and Tom were to return home couldn’t come fast enough for me. Anne and I spoke almost every day and I knew that she was both nervous and excited too. We had already decided that she and Tom would join us for dinner the night he came home. When that Friday finally rolled around, the hands on the clock moved like slow molasses. I worked from home that day, as did Anne – although “work” hardly described my day. My mind was on little else than having my son home with me and sharing my bed that night.

Mark came bursting through the back door about 4:00 that afternoon and I greeted me with a kiss that curled my toes. His hands were all over me and I could already feel his hard cock press against me. I had already showered and changed to the clothes I was to wear that evening, choosing a loose short skirt and button up blouse over my matching white lingerie. The panties and bra that I had chosen were especially feminine, made of silk with a pretty lace pattern. The bra was sheer enough that my hard nipples were evident as Mark ran his hands over them as we kissed just inside the back door leading to the garage. I so wanted to fuck him right there, but knew we had a limited amount of time until Tom and Anne joined us so we had to content ourselves with kissing and grinding against each other in the breakfast area with our clothes on for the time being.

Mark showered and dressed and ran to the store for some last minute items for dinner and returned just before Tom and Anne came through the back door.

“Knock, knock,” she called out as they entered. “Look who I have,” she beamed, obviously happy and proud to show off her handsome son.

“Hey Mrs. T,” Tom said as I approached them.

I greeted both of them with a kiss on the cheek and the boys stood around the kitchen, catching us up on their college lives as Anne and I put dinner together. Anne looked very cute in her short skirt and pullover top. I smiled to myself wondering if she had chosen her lingerie as carefully as I had. We let the boys drink beer while she and I shared a bottle of wine. Both of us were so giddy, and probably a little nervous about how the night may play out, that the wine flowed a little faster than the beer, but no one cared.

Dinner was pasta with a light cream sauce with various vegetables mixed in. Not too heavy, but filling. We sat at the table for probably thirty minutes after we had all finished just laughing and talking. Our boys had grown into such handsome and sweet men that I couldn’t help but feel proud as we visited.

I told the boys to pick out a DVD for us to watch on our big screen while Anne and I cleaned up. While they were looking through the collection, Anne and I finally had a chance to visit alone.

“Did Tom say anything about his conversation with Mark?” I asked in a hushed tone, washing the dishes.

“No,” she giggled. “But I noticed him eyeing me as soon as he walked in and could feel how hard he was when he hugged me. It was all I could do to keep from jumping him as soon as he walked in the door.”

“I know,” I laughed along with her. “When Mark kisses me like he did when he came home I just want to rip off his clothes and bend over the table and let him do me right there.”

We both laughed at the visual of him and me fucking like animals at the very table we had just finished eating on. It probably wasn’t as funny as we made it seem, but the wine helped make it funnier.

By the time we finished, the boys had put the movie on and had turned off all of the lights except one lamp. Between the lamp and the television, there was enough light to cover the room, but it was noticeably darker than earlier. Tom and Anne sat on the sofa while Mark and I shared an oversized chair that had an ottoman in front of it. There was just enough room for the two of us and Mark put his arm around me as the credits began to roll. I snuggled close to him.

The furniture was arranged in such a way that each couple could see the other out of the corners of our eyes even while looking at the screen, but neither had a direct view of the other without an obvious head turn. I could see that Tom was sitting in the corner of the sofa and Annie had taken her shoes off and put her feet up on the couch, leaning against Tom. He had followed Mark’s cue and put his arm around her. It was like we were all in high school, sharing a movie, I silently smiled to myself.

For the first fifteen minutes or so, there appeared to be no movement or noise coming from either Anne and Tom or Mark and me. That changed when I felt Mark’s hand slide off of my shoulder and move further down so that he now had his entire hand over my breast on the outside of my shirt. I sighed and moved a little so that I was now more facing him, my right leg over the top of his leg and my head more in his shoulder. This allowed him a little easier access to handle my tit and he began to move his fingers back and forth against my engorged nipple.

I secretly glanced over at Tom to see if he or his mom were aware of our shifting position and could see Tom openly staring at us with his mouth slightly open, watching his best friend paw at his mother’s tit. His hand hadn’t moved from Annie’s shoulder and she appeared to be staring blankly at the screen. I know that she was aware of Mark’s movements because she appeared to be fidgeting trying to keep from clamping her hand over her pussy to relieve herself.

“They’re watching us,” I whispered to Mark. “Let’s see how they like this.” Keeping his hand on my breast, I tilted my face up and kissed him. At first it was just a small kiss on the lips, like a mother may kiss her son. But in a nanosecond it escalated to both of us swirling our tongues in each other’s mouth.

“God,” I heard either Tom or Anne whisper. I couldn’t distinguish which and, at the moment, didn’t care. I loved to kiss my son like this and it was even more exciting with his fingers strumming my nipple through my shirt and another couple watching.

When we broke our kiss several minutes later, both Mark and I looked over at Tom and Anne and they were both lost in a deep kiss. Her skirt had ridden up so that her panties were in plain sight in the dimly lit room and Tom’s hands were cupping her ass as she rubbed her pussy against his leg.

Mark and I smiled at each other and began to make out again, this time with no inhibitions. I unbuttoned my blouse and let him kiss and nibble at my neck and chest. I had no embarrassment when I let out a loud groan as he deftly unsnapped my bra and pushed it up so that he could suck on my nipple in front of our best friends.

Out of the corner of my eye I saw that Tom was mimicking Mark’s moves and Anne was in such a state of ecstasy that she wasn’t looking at Mark or me. She had a look of pure lust in her eyes and it was directed solely at her son. Tom had the same wild eyed look, but I could see him glancing over at us every so often. I smiled to myself that either he was trying use us as a gauge to see how far he and Mark could push the boundaries or he was trying to sneak a look at my bare tits.

Mark appeared to be concentrating solely on my body, his mouth on my nipple and his hand now sliding up my thigh, but I knew that he would love to get another look at Annie’s beautiful body as soon as her clothes started coming off. So would I, I smiled to myself.

The sound of the movie was relegated to background noise as Tom and Annie’s moans increased in volume. I turned my head to see that he had now moved Annie to her back on the couch, pushing her top up, along with her bra and was sucking on her nipple as Mark was doing to me. Anne had her hand on the back of his head, stroking his hair as her head was thrown back relishing the moment now that she had exposed her bare breasts to her son. Her legs were spread and his hard cock, still in his pants, was obviously pressing against her panties. As I watched, she took his face in her hands and pulled him up, kissing him as if he were her lover and not her son. I was so happy for her. She was living out her fantasy as I had with Mark.

Now that they appeared to be in a world of their own, my attention focused back on my son. I pulled back from him and sat up a bit as I pulled his shirt off and began unsnapping his shorts and pulling them down. His beautiful, hard cock strained against his boxers and I couldn’t wait to get my lips around it. I threw my blouse and bra to the ground and rolled over so that I could pull my skirt off. Now he and I were only in our underwear and I straddled him, kissing him like Tom and Annie were. Mark’s hands glided from my ass to my back to my hair, then back down to my ass again, pulling my pussy tight against his dick.

“God mom,” he breathed into my ear. “I want to fuck you so badly.”

“Me too baby,” I gasped. “But first I have something I want to do.”

With that I slid down his chest, grabbing his boxers as I went down, sliding them down and off his legs. I didn’t even bother to see where I threw them and let my gaze lock on to his hard cock clearly visible in the dim light, a bead of cum oozing out of the top. I was in between his spread legs, kneeling on the ottoman, the sides of my tits and ass were on display for Tom and Anne if they cared to look. I reached out and grabbed Mark’s dick and held it in my hand for just a moment to admire it and from the corner of my eye could see Tom and Annie watching. I bent down and took him deeply into my mouth. I smiled to myself when I heard three distinct groans from in front and to the side of me.

Mark’s hands went to my head and held both of them there as his dick slid in and out of my mouth. I looked up at him and his eyes were alternating between watching me and them on the couch. I couldn’t see what they were doing, but from the sounds and the smell of pussy in the air, knew that it must be quite a show. As I had done the last time he was home, I reached back and took my panties off and wrapped them around Mark’s cock to assist as I sucked him, stroking him in rhythm with my mouth moving up and down. Just as I felt him in the early stages of cumming, I backed off and let him cool down while I turned my head to see what my best friend and her son were doing.

I wasn’t surprised to see that they had joined us in shedding all of their clothes as well. Annie was now on her knees in front of Tom, her panties wrapped around his cock as she sucked on him too. Tom had a glazed over look watching her and looking at my naked body and back to her. I could see that Mark and I were setting the tone for the evening since they appeared to be following our lead in whatever we did. I handed my wet panties to Mark and he smelled them and tasted them while we both watched. Since Anne’s back was to me, I knew that she didn’t know that Mark and I were now watching the two of them, me still stroking Mark slowly keeping him ready to fuck me, but not fast enough that he was going to cum in my hand.

I turned back to my son, the crotch of my panties were in his hand pressed against his nose and mouth, his dick hard as steel in my hand, oozing little droplets of cum.

“You like mommy’s panties baby?” I asked Mark, loud enough so that everyone in the room could hear. I wanted Annie to know what we were doing. “I think you like playing with them while you watching Anne suck her son, don’t you? I like it too. But right now I need you to fuck me baby. Get down on the floor with me.”

Mark quickly slid out of the chair and got on his knees behind me. I was on all fours, facing Annie and Tom. I wanted to be fucked while I watched her fuck her son for the first time.

I didn’t have to wait long.

Annie scrambled to turn around and straddle Tom, who was still sitting on the couch. She was facing us, her back to Tom, and I saw her reach down and hold his hard cock straight up as she poised above it. God, it was a beautiful cock. Even in the dim light I could see how tiny her fingers looked wrapped around it. The look on Annie’s face told me she was ready for this moment. She looked as if she was glowing.

I turned to Mark and said simply “Fuck me honey.”

As Mark pushed his dick into me I turned back and watched as Annie sat on her son’s cock. In the same moment we were both fucking our sons. I smiled at Annie and she managed a weak smile, but her eyes closed as she felt him slide in and out of her. She reached up with one of her hands and pulled on her nipple as she bounced in a slow movement on him. I felt Mark’s hand reach down and grab my tit at the same time, knowing innately that I would love experiencing the same feeling as my friend. Tom looked at us and reached up with both hands, replacing his hand over his mom’s tits and playing with both of her nipples as he fucked her.

The room now reeked of the smell of sex. All four of us were moaning to some degree or another.

Tom was the first to speak. “I’m about to cum mom,” he gasped almost breathlessly.

“Cum in me baby,” she managed to say in between her labored breaths.

“God mom, I’m going to cum too,” Mark said from behind me.

“Yes,” was all that I could manage.

And with that the boys began to cum. I wanted to watch Tom cum in his mom but had to close my eyes from the ecstasy of the moment. Annie later admitted to me that she had to do the same. Their cum shooting inside us led to howls from both Anne and me as we came. Again, as I had the first time Mark ate me, I squirted my cum, this time on his dick pounding in and out of me instead of his tongue like last time. I felt like I may pass out. Mark’s cum seemed to go on and on, probably the by-product of me teasing him all day.

When he finally stopped shooting his load in me he pulled out, his dick glistening with my juices. I went to the floor prostrate and then turned over on my back, my hands on my stomach, trying to get my breathing to return to some sense of normalcy. Tom slumped back on the couch and Annie stood up to get off of him as I closed my eyes. I opened them just a second or two later just in time to see that she had walked over to me and straddled my head, lowering her cum filled pussy to my face.

I knew what she was doing. Annie was my best friend. We shared everything and she wanted to share this very intimate moment between her and Tom with me, as I had with her.

I opened my mouth as her pussy approached and tasted Tom’s semen oozing out of her. Just as I began to taste him, I felt her tongue on my pussy, digging inside for Mark’s semen. Both of us cleaned up the other as the boys sat back, catching their breath and watching wide-eyed, as their moms ate each other.

For a moment the only sounds in the room were some barely audible noise coming from the television and the sounds of both her and me lapping at each other’s pussy. I was the first to begin to feel my second orgasm begin to boil over.

“Mmmmmmm,” I moaned into Annie’s pussy, grabbing her ass for something to hold onto as my body flexed as I came. I heard, and felt, her make the same noise into my cunt and now tasted the mix of her cum and Tom’s as I continued to lick and slurp at her pussy.

When it was all over, she rolled off and we both lay on our backs, the boys still in their respective positions, looking at both of us in all of our naked, just-fucked glory.

No one spoke for a few minutes until Annie finally said to me in a small voice “I want to thank you and Mark for helping to make this evening so special. I think we will leave you two alone now. I want to get my baby home so he can cuddle with me in my bed all night long.”

Tom laughed softly and said “Yeah. Thanks Mrs. T. I guess we need to get going. But I’m not sure how much cuddling we are going to do tonight.”

Mark came over and kissed me lightly on the lips.

“I hear you Tom,” he said to his friend. And then to me he said “Come on mom. Let’s go get in OUR bed.”