Where Else If Not Vegas

"Maybe she did notice and likes it," I kept thinking.

A song came on, that got all of the girls excited, because they started screaming. At that moment, Mrs. Ellis backed off of me slightly and turned around. Her butt was now pressed into my crotch as we continued dancing. I noticed that a lot of the other girls did the same with their partners. Apparently it was that kind of a song. I haven't heard this song before, but I liked it already. At first Mrs. Ellis was very conservative with herself, but about halfway into the song she bent her body forward, which caused her ass to grind harder into me. My cock has shifted a bit during the song and was now almost lodged between Mrs. Ellis's butt cheeks. She had to have felt that.

After the song was over, Mrs. Ellis suggested we have another drink. I didn't exactly want to stop dancing, but I could have used another drink. When we came back to the table, we saw Mike sitting down slouched in one chair. I couldn't tell if he was asleep or not.

"I better take him up to the room," I heard Laurie say to Mrs. Ellis. "He's had too much to drink."

Laurie nodded at me and I tried to pick Mike up by one shoulder. He shrugged me off and mumbled that he was okay. Laurie whispered something in his ear and they both headed, stumbling, for the exit.

Mrs. Ellis ordered shots for us and after we drank them fast. I guessed that she must have been fairly drunk by now, she did take a lot of shots, but besides an occasional stumble she seemed okay. After the shots, we headed back to the dance floor. The crowd on the dance floor thinned out, and I saw Jason and Andy awkwardly dancing in the middle of the floor without the girls.

"What's the matter, boys? Where are your girls?" yelled Mrs. Ellis over the music as we approached. Jason smiled stupidly, while Andy answered: "They said they'd be back."

"Right! Come on, dance with us, you two look lonely," joked Mrs. Ellis. The four of us started dancing in a small circle. This sucked compared to dancing with her earlier. I really had to piss, so I excused myself.

When I came out of the bathroom, I caught Mike's mom and dad on their way out. Mike's dad looked to be in about as bad of a shape as his son. We said our goodnights and I decided to get some water.

I poured myself a glass of water from the pitcher I and scanned the dance floor. I was surprised to see that Jason's mom was dancing between Andy and Jason. Almost in the same fashion she danced with the other two college guys. Jason was in the front and Andy was behind her. Andy saw me looking at them from a distance and gave me thumbs up. Jason was laughing and waving a bottle of beer in one hand. Surprisingly enough, his other hand was wrapped around his mom's waist. Andy kept his hands to his sides, but his hips were moving against her butt a little too enthusiastically.

I decided I would look very stupid if I tried to join them. Annoyed I returned to our table. I was drunk and feeling grumpy. After sitting for a while alone, sipping on the water, I began getting very tired. It looked like a lot of people were leaving, since the club was closing soon. I decided to head out and planned to stop and play some slots in the casino. I stood up and finished my water. I took one last look at the dance floor. Jason had both of his hands around his mom's waist and it looked like he was trying to pull her away from Andy. Andy was laughing but not giving up.

I stopped at the first slot machine I saw and put in a twenty. I only liked playing slots when I wanted mindless fun. I was losing fast though.

"Hey Richard," I jumped as I felt a hand fall on my shoulder. I turned to find Andy standing behind me.

"Dude, you scared me. Where's Jason?"

"Oh, they are still at the club. Jason's mom looked so damn good tonight. Oh man, I got a boner just from dancing with her." I smiled sourly and Andy slapped me on the shoulder again. "I have to get some sleep or else I'm going to fall asleep at Mike's wedding. See you in the morning."

I turned back to the slots when Andy walked off and wondered why Jason and his mom where still at the club. I had a mind to wait for them, but I was out of cash. So, I headed up to the room.

When I got to the room, I realized how tired I was. I could barely keep my eyes open. I looked around and noticed that there were clothes strewn about everywhere, but I couldn't have cared less at the time. I walked up to the bed farthest from the door and closest to the window. I didn't even move the pile of clothes on the bed as I threw myself face down - my arms and legs spread out. At first, I was only going to lay down for a moment, before I undressed and got under the covers, but I must have dozed off, because the next thing I heard was the door opening. I recognized Jason's voice right away, though his speech was unusually slurred. I also heard his mom as she tried to stifle a laugh. I guess I was probably a ridiculous sight, passed out on the bed like that. My mind was still half asleep and I decided if I stayed asleep, Jason would have to sleep on the floor.

I heard a beer can open and Jason mutter something. He kept his voice low and I couldn't quite catch his words. Little by little my alertness began coming back to me. Right away I wondered if Jason was going to mess with me. We usually do that to each other when one of us passes out drunk. I heard someone go into the bathroom. I was now pretty awake, but I didn't want to give up the bed. I pried my eyes open just a tiny bit, to see what was happening. My eyes slowly adjusted as I peered through the slit between my eyelids. I was lying on my stomach amongst a pile of clothes with my head turned towards the center of the room. Jason was standing next to the TV staring intently at the remote. He took a sip of beer that he was holding and pushed a button on the remote. The TV turned on. Some golf tournament was playing, but there was no sound. Jason frowned and stared at the remote again. Just then the toilet flushed and his mom walked out of the bathroom.

Jason turned his attention from the TV and went into the bathroom mumbling something about piss. I watched as his mom approached her suitcase and rummaged through it. She took out, what looked like a nightgown. She looked at the bathroom door then she looked over at me. I anticipated her look and shut my eyes before she glanced at me. Her belt buckle clanged and my heart began beating a few beats faster. I knew what she was about to do and I could not miss this chance. Once again, I opened my eyes a tiny crack. Mrs. Ellis was facing away from me, so I opened my eyes wider. Mrs. Ellis began pulling her black dress over her head. A split second later I saw Mrs. Ellis completely nude in front of me. Well, it was just her back, but that was more than I've ever dreamed of.

I was the first time I've ever seen her nude. I was looking right at her bare ass as she tried to figure out which way her nightgown goes on. Her ass looked amazing - nice and firm, with a thin, white tan line running down the length of the crack. My eyes paused at the gap between her legs, but the way the light fell on her all I could see were shadows.

It took me a second to realize that Mrs. Ellis wasn't wearing any underwear under that dress the whole night. It meant that when we were dancing she was completely naked under a thin layer of fabric. I traced my eyes down the length of her slim legs before returning to her ass. I couldn't believe this same ass was grinding into me on the dance floor.

I noticed that Mrs. Ellis was swaying as she stood; I guessed she was pretty drunk after all. She finally managed to pull the nightgown over her head. Her nightgown was rather skimpy - it stretched tightly over her tits and came down about half way down her thighs. I shut my eyes again as I saw her turning around. I heard her walk between the two beds and lay down. I tried peeking through again and saw her lying down on the other bed, on the side closest to me. She was facing away from me with her knees bent in a fetal position. I realized that if I was to get up and walk around I could probably get a glimpse of her pussy.

Just then, the toilet flushed and Jason came out of the bathroom. He stood at the foot of the bed that his mom was laying on. His shirt was half unbuttoned and his zipper was down. He was swaying, much in the same way his mom was. With half closed eyes he looked around the room and stopped to look at me. I was watching him, with barely open eyes and hoped that he wouldn't try to bother me. The flickering of the TV caught his attention and he frowned at it - Jason and I always thought golf was boring. He finished unbuttoning his shirt and lazily shook it off of him. Then he undid his pants and let them fall to the floor. He was now wearing only his boxers and his socks. He took another look at me, then turned his head and looked at his mom. His gaze lingered and I suddenly judged that that's where I would have to stand to get a look up that nightgown. Was that what Jason was looking at? Could he see his mom's pussy?

After a few brief seconds, Jason shrugged, walked over to turn the lights off and lay down on the other side of the bed that his mom was laying on. I was relieved he didn't try to kick me off this bed. The TV was still playing and the images of grass on the screen illuminated the room rather brightly, but that didn't seem to bother anyone that night.

I heard some mumbling and some movement as Jason settled in for the night. I realized that I didn't move at all this whole time, but I didn't seem uncomfortable in this awkward position. As I closed my eyes, I envisioned Jason's mom's naked ass in my mind and wished I could take a picture of it. I replayed the whole night over and over again and was about to fall asleep when I heard something. It was very faint, but it sounded like a moan. It was enough to catch my attention and I opened my eyes.

"What was that?" I thought. It took me a second before my eyes adjusted to the light from the TV. Immediately I looked over at Jason's mom. She was still in the same position, lying on her side, facing away from me. I couldn't see Jason at all over his mom's body.

"Did I imagine it? Was I dreaming?" I began asking myself as I looked at Mrs. Ellis. I thought I detected her body move a little, but it could have been the shifting lights from the TV. I was about to conclude that I was dreaming when I heard another soft moan.

I don't know why, but at that moment a good doze of adrenaline hit my body. Every sense and nerve in my body was alert. I held my breath and I strained my ears. There was no other sound for a while and then I heard a whisper. "What are... ahh... you doing... umm..."

"What the fuck is going on?" I thought as my heart pounded in my throat. I could now see that there was movement on the other bed. Suddenly, Mrs. Ellis rolled over. She was now laying on her other side, facing me. I didn't even get a chance to react and close my eyes, but I was relieved that the fluffy pillow she was lying on covered her face.

Something was happening and my body began trembling in anticipation.

"She's having a wet dream," I thought as I tried to calm my nerves down. I was eagerly hoping she would continue. Suddenly, I saw appear out of nowhere. I think I lost all comprehension as I watched the hand dive right under the front of Mrs. Ellis's nightgown. The hand began rubbing her between the legs, but that wasn't what I couldn't comprehend. It wasn't Mrs. Ellis's hand.

At this point it took me a good several moments to try and understand what was going on. I couldn't come up with any explanation other that my friend Jason was fingering his own mom. My mind was full of confusion as I watched Jason's hand move under his mom's nightgown. Slowly but surely I began getting hard.

Everything was still for a moment, except for Jason's hand and the images on TV. The TV was providing enough light for me to clearly see this unusual show. Jason's hand began moving so fast that the whole bed was shaking slightly. I saw Mrs. Ellis grab a hold of the bottom bed sheet and claw at it. She stayed almost soundless during the whole time Jason's was rubbing her, but her breathing was getting faster. Her exhales were turning into whispered moans. All I could do was watch in stupor, but I'd be damned if I wasn't enjoying it.

I could now hear, wet sounds coming from between Mrs. Ellis's legs and it wasn't long before I could smell that sweet fragrance of a well-lubricated vagina. By now, my cock was so hard that I really wanted to whip it out and jack off, but of course that would ruin everything.

Suddenly, I saw Mrs. Ellis reach back behind her with one hand, where Jason was laying. Her hand searched for something and then began moving with a steady rhythm. Not only did she let her son masturbate her, she was returning the favor.

Jason's hand was now moving with lightning quickness and his mom's moans grew a little louder. I wondered if it was possible for her to orgasm in such a situation.

What happened next was something I still can't believe happened. Mrs. Ellis scooted back closer to Jason and lifted her leg in the air. Jason's hand slowly came to a stop and he pulled it back. Her nightgown slid and bunched at her waist. I glanced down at her crotch and saw the front slit of her pussy, cleanly shaven. Just then I saw the head of a cock appear, right between her legs. I've seen Jason's cock plenty of times, we've been friends for a long time, and I recognized it right away. Jason's cock was bigger than mine; it was about nine inches. Right now it was jutting out about two inches between his mom's legs. It wasn't moving. It was just sitting there as if waiting for something.

For a few the room grew still and quiet. Then slowly Mrs. Ellis began rocking herself back and forth, her pussy sliding along her son's cock. I saw Jason reach under his mom's elevated thigh and lift her leg higher in the air.

I didn't know if I should feel disgusted or not, but I couldn't deny that this was the hottest thing I've ever seen. The woman that I've had a crush on since I was little was grinding her pussy against a big, hard cock. It didn't matter to me at all if it was her son's cock or not. I kept wishing I had a video camera to record all of this.

Her next move almost made me blow my load. I didn't even dare to blink, as Mrs. Ellis reached between her legs and grabbed a hold of Jason's cock. She arched her back and guided the cock inside of her. I heard a sudden intake of breath, as Jason slid, effortlessly, inside of his mom's wet cunt. Everything seemed to be frozen in time for a moment and then there was movement again.

I want to say it started out slow, but I guess Jason couldn't stand this much longer. He gripped his mom's thigh tighter and began thrusting into her as fast as he could. The whole bed was moving now and I could hear Mrs. Ellis repeatedly saying: "Oh god. Oh my god."

The whole room was filled with sounds that reminded me of splashing in the bathtub. The pleasant smell of Mrs. Ellis's pussy and her perfume was heavy in the room. Mrs. Ellis clutched at the bed sheet as her son drove his dick into her. Jason's abdomen was slapping loudly against his mother's ass as he energetically fucked her. At this pace, I wondered how much longer Jason would be able to last. Just as I thought that, Jason let out a groan. At that moment, his mom's hand dove towards her pussy and she began rapidly rubbing her clit.

"Yes! Yes! Yes!" she half whispered, half screamed. She arched her back and her body began shaking uncontrollably. Her knuckles grew white as she tugged at the bedding of their bed. Then she twitched several times before her body seemed to slump and relax. The bed stopped moving and her leg came down. All that I could hear was the loud breathing of both mother and son. I waited in suspense for what would happen next. I don't know what Jason did if anything, but Mrs. Ellis simply fixed the front of her nightgown and slid her hands under the pillow. Nothing else was said or done and soon I heard the sounds of Jason snoring.

I stayed in my sprawled out position for a long time afterwards, afraid to move. I was unable to take my eyes off of Mrs. Ellis. So many thoughts and questions swirled in my head, that I thought I'd never be able to fall asleep. However, I was asleep soon after.