Sleeping Mom

True to her word she came down from her shower only wearing her tight short silk robe. It was really warm out today and my father wanted to wait until the central air conditioning unit got serviced before we used it. She ordered the pizza and a salad for her, and then we sat in the living room watching movies.

After watching a couple of movies and then we played a fun game of yahtzee, Mat and I grinned at each other at how much leg and how great the cleavage shots my mother was giving us. We both were hard and were waiting for her to tell us she was ready for bed.

"Well guys, this was fun, but I have to get off to bed." Mom said around eleven thirty.

"Good night Mom." I said.

"Good night Donna." Matt replied.

After my mother went upstairs the two of us watched some sport highlights to kill the next hour or so. It was twelve thirty when the two of us went up to my room and got naked, we each had raging boners and were ready for one last night with my mother before dad gets home from his trip. We slipped on condoms on and we were heading down the hall and opened my mother's bedroom door.

"I really would love to eat her pussy." I said to Matt.

Mom was lying on her back naked, she must be sleeping this way because it was unseasonably warm tonight. I crawled up between her slightly parted legs and exposed her beautiful pussy to me. I pushed the lips apart and ran my finger up the slit feeling some light amount of moisture. My mother let out a soft sigh and then I ran my tongue up her pussy until it rested on the nub of her clit.

Her pussy tasted well, a nice deep musky taste, my tongue flicked over the clit rapidly, my mother arched up towards my mouth. Matt got the idea to take his condom off and was now rubbing his dick head over her lips, they parted and little and Matt pushed it in a little. My mother was now getting her pussy serviced by her son, while she gave her son's best friend a blow job in her sleep.

Suddenly I felt my mother's body go tense and flood of pussy juice glazed my chin, then I heard make a spitting sound.

"What the hell, oh god what are you two doing?" She asked pushing Matt's cock from her mouth as she tried to get up.

"Hold her down, keep eating her out." Matt said.

My mother tried to push him away with her hands and he grabbed them and held them down. He then pushed his cock past her lips and tried to hump her mouth forcibly, I went back to licking her pussy feverishly holding onto her bucking hips. I concentrated on her clit.

After a few minutes of assaulting her clit, my mother stopped fighting; she was now grinding her pussy eagerly against my mouth. She was no longer fighting Matt either; his cock was now sliding in and out of her willing mouth. He had let of her hands; she now had one hand on his cock jerking it as she sucked it and the other behind him on his ass.

"Oh fuck Donna; you sure know how to suck a guy's cock." Matt said as he continued to fuck her mouth.

My mother was now moaning harder and sucking more rapidly on Matt, she was cumming again. I waited for her second orgasm to subside and got up on my knees; I positioned my cock at the entrance of her pussy and slid it in. I was now fucking my mother while she was still sucking my best friend. This was so hot after a couple of minutes Matt was shooting load after load of his cum down her throat and I was filling my condom.

We both slowly pulled out of her orifices and were waiting to see what she had to say, we were expecting the worse as my beautiful mother laid there trying to catch her breath. She wiped her chin and sat up in her bed staring at the two of us as we stood naked before her bed with our deflated young cocks in front of us.

"What got into you boys that you decided to come in here and take advantage of a sleeping woman?" She asked softly.

"I'm sorry Donna, it's my fault, when I saw the heavy prescription sleeping pills and your husband out of town I convinced Jimmy that we would be able to have sex with you while you were sleeping and no one would be none the wiser. I'm sorry; I've had a major crush on you for years I just had to take a chance." He said not looking at her, but down at the floor.

"So how many time have you guy fucked me?" She asked.

"The first night we just felt you up, then we each went once and then I went again tonight." Jimmy said not wanting to look at her either.

"So was I worth it?" She asked.

"Yes." We both said in unison.

"Well I suggest you go to your room, we will talk about this in the morning." She said ushering us out and locking her door behind us.

We did not say anything to each other as we went to sleep, around five in the morning I woke up to go take a piss. Matt was not in my room gone I got up, I went to the bathroom unloading my bladder and I saw my mother's room was open when I came out. I went down the hallway and found the room was empty.

I went back down to my room and put my robe on then I went downstairs, I went down slowly and quiet. Matt and she were in the kitchen talking about something, I wanted to know what they were saying so I stood just out of sight but close enough to hear.

"Matt I'm very flattered that you find me so attractive, it really makes me feel good and sexy. I won't say anything about what you and Jimmy did, as a matter of fact if you can keep quiet maybe the three of us can do more." She explained to him.

"More." Matt said.

"Yes more."

With that my mother got up and peeled off her short robe to reveal she was naked, she stood in front of Matt and she reached down for some butter. She smeared the butter all over her breasts and then she dropped to her knees. Matt slid his shorts down that he was wearing to reveal his already hard cock.

My mother wrapped her large firm breasts around his cock and slid them up and down on his cock. Matt groaned aloud at the sensation, my mother was pinching her own nipples and flicking his cock head with her tongue as she continued to tit fuck him.

"Oh god Donna this feels so good, but I really would like to fuck you again." He said to her.

"I thought you would never ask." She said. "Don't worry about the condoms, I still take the pill."

Matt stood up and he helped my mother up as well, this stood kissing for a minute or two and then he turned her around feeling her firm tits. He then bent her over the kitchen table enough for him to enter her from behind. Matt kept one hand on her tit and one on her nice round ass as he slammed into her.

"Uh, uh, uh, uh, uh." He grunted over and over.

"Oh yeah, oh yes fuck me Matt, fuck me hard baby." She moaned. "Oh yes, oh yes oh make me cum."

Matt continued to fuck her and he now had both hands on her tits, he was playing with her nipples, gently pulling on them. My mother announced her first orgasm and was now reaching under herself to play with her clit while she fucked her.

"Oh yeah Matt baby fuck me, oh yes I'm so wet for you fuck me and we will cum together." She grunted.

Matt slammed into her harder and soon the two of the announced they were cumming in unison. Matt emptied his load into my mother's pussy; I stood jerking off out in the other room watching the whole thing.

They stood kissing and talking, my mother told him he ought to go home and they would have to get together again sometime. I quickly headed back up to my room and went back into my bed pretending to be asleep. Matt came in got his bag and then he headed home without a word.

After about a half an hour my mother came upstairs and came into my room, she pulled my blanket back to find my naked. She took my semi erect cock into her hand and leaned down to suck it into her mouth. Matt was right my mother does give good head; she continued to blow me until I was completely hard and I looked down at her.

"I see my little sleepyhead wants mommy again before daddy comes home." She said as she stopped sucking me and climbed on top of me.

She eased her pussy down on my hard cock and it felt hot, wet and sticky as she did, she slowly ground her hips up and down. I reached up playing with her big tits and then pulling her down to kiss her passionately. This was different then what her Matt did in the kitchen, we were making love.

My mother broke the kiss and put her hands on my shoulders, she slowly rode up and down on my cock softly moaning as she did. I ran my hands all over her body, exploring it as we made love, feeling how hot her skin felt to my touch.

I waited for her to have an orgasm and then I rolled her off and climbed on top of her, I pushed myself into her and she wrapped her legs around me as far as she could get them up my back. I slowly fucked my cock in and out of her; her tongue entered my mouth and was passionately kissing. For some reason I looked at my digital alarm clock and it read six thirty four a.m., around quarter after seven I was unloading load after load of my cum into my mother.

We stayed in my bed sleeping and then making love until one in the afternoon, my mother finally became the responsible one and got up to shower and then go get my father. She sprayed air freshener around the house to try to cover the smell of sex; dad had a good trip and never knew what transpired between his wife, his son and his son's friend.

We continued having sex with my mother for several years after high school and through college. Both Matt and I have grateful wives who now benefit from all the experience my mother was able to give us over those years.