Cream-Filled Mother-in-Law

Carole's blonde hair was even cut similar to her daughter's, and was a slightly darker blonde, which he'd noticed came naturally with blondes as they aged. It still looked fabulous, the golden-blonde locks falling in soft waves about her pretty face, her blue eyes as warm and comforting as her daughter's, with that hint of experience showing through.

Also much like her daughter, Carole had a penchant for wearing tight sweaters, which emphasized the impressive of her chest. The first time Spencer met her, she'd been wearing a sky-blue sleeveless turtleneck that molded itself to her spectacular guns, making a lump form in his throat as he stared at the way the vertical ribs of her top flowed around and over her voluminous breasts.

Spencer had looked at a lot of MILF porn in his time, having a fondness for older women since he'd been a teenager—like all boys—and men. And his mother-in-law Carole was prime MILF material, and he'd often fantasized about her, throwing his arm over his eyes and picturing her in a myriad of sexual activities—all the time while his wife, Peri, knelt between his legs and sucked him off. Yes—he'd blown many a load into his wife's mouth thinking about what he'd like to do with her busty mother.

But he'd never seen her in anything like she was wearing tonight. In the few seconds he'd seen her before she dived under the covers, he'd seen her lush mature body delightfully sporting a brilliant white chemise, the alluring garment fitting his mother-in-law just a little snugger than he expected she'd hoped. The wispy lace of the flowing chemise flounced out over her wide matronly hips before ending just inches below her pussy—his riveted eyes even catching a teasing glimpse of demure white panties as she'd slid into bed.

Now, the top of the chemise—yes, the gloriously tight-fitting top. The triangular shaped pieces of shimmering white lace barely covered her huge tits, the voluptuous mounds of warm soft-looking tit-flesh puffing out around and above the confining cups invitingly. The cups of the chemise looked like they could barely hold the gigantic load they were being asked to support, the thin spaghetti straps over her shoulders stretched taut as the skin of a drum. Even with her breasts free of any solid support, her deep dark line of cleavage still looked a mile long—an inviting valley for a hard stiff cock to slip back and forth between.

Spencer had taken all this in in the few seconds it had taken his mother-in-law to self-consciously scramble into the bed, but the lustful vision was burned into his mind forever. It dawned on him that he'd yet to respond to his wife's question. "Yes, your mom looks great. Really, Carole, it looks fine, what I could see of it—I don't think I've ever seen you move that fast before." His light-hearted comment made all of them laugh.

Peri slid over close to him and spoke to her mother from across Spencer's reclined form, her hand resting on his chest. "See, Mom, I told you it looked nice. Spencer wouldn't lie to you, would you, dear?"

"Of course not. I think it looks very nice."

"Oh, you two," Carole said, smiling at the two of them as she pulled the covers up to her neck.

Peri looked down at her husband, "Why don't you turn the light out, sweetie. We might as well get some sleep, there's nothing else to do in this dump."

"Okay." Spencer marked his spot in his book and set it on the table between the two beds, and then reached up to turn off the lamp.

It was only seconds later that Peri spoke, "Oh great, isn't that special." Through the gap in the currents the light from the neon sign out front seemed to flow like a bride's train into the room, the shaft of light drifting into the space right between the two beds. As their eyes got accustomed to it, the light seemed to flicker with the big flakes of snow falling through it every which way, like a swarm of moths flying past their window.

"Well, there's nothing we can do about that," Spencer said. "I couldn't get that blind closed any further. At least that crappy sign's not flickering. That would really drive me nuts." He paused, looking around at their dismal surroundings. "Let's just try and forget about it and get some sleep. Hopefully the snow will stop and the roads will be plowed by morning. We should have your mother home and be at the resort shortly after that."

"All right. Good night, Mother."

"Good night, Peri. Good night, Spencer."

"Good night, Carole."

The three settled down to sleep, with Peri snuggling up next to her husband.

"I'm sorry, sweetie," she whispered into his ear. "I was really looking forward to tonight—but not in a place like this." As she lay next to him, she traced her fingernails over his broad muscular pecs, scratching him teasingly.

"Me too," Spencer whispered in reply, turning away from his mother-in-law so his words were only heard by his wife. "Do you know how hot you look in that teddy? It was all I could not to grab you and pound you into the mattress when you came to bed. It looks fantastic."

"I'm glad you like it. Hopefully you'll like the other new things I got too. I'm sorry it has to be like this, baby. I promise you that I'll make it up to you."

Her hand traced down over his midsection, her fingertips doing a figure-eight as she traced her red-tipped nails over his abs.

"You realize I'm gonna hold you to that promise," Spencer said, slipping his arm beneath his wife's shoulders and pulling her closer against him.

"So what are you gonna do about it, Big Shot?" Peri asked, her fingers running teasingly over the waistband of his boxers now.

Spencer put his lips next his wife's ear and whispered, his hot breath tickling her deliciously, "I'm gonna fuck you until you pass out, and then I'm gonna fill you so full of cum that the stuff will be running out of you for a week."

"Mmmm, I like the sound of that," Peri responded in a warm purr, her hand sliding purposely lower over the front of his boxers now. Spencer had already been responding to her touch, and now felt his cock give a big lurch as the blood continued to pour into it.

"Be careful there, baby," he whispered apprehensively. "Don't start something you can't finish."

"Just lay quietly, sweetie. I just want to feel this beautiful cock in my hand for a minute. I've missed it so much." Her hand slid into the open fly of his boxers, her fingers fishing around for his stiffening prick.

"Peri!" Spencer whispered urgently. "What are you doing? What about your mother?"

"Listen. She's already asleep." Peri stopped moving and nodded across Spencer's body towards her mother. With his eyes and ears following hers, Spencer looked over as well, his mother-in-law's face visible as she lay facing them, her features partially illuminated by the shaft of light coming in from the gap in the drapes, her eyes closed peacefully. He listened as they lay still, the gentle rhythmic snuffling of the older woman sleeping coming to his ears. He turned and looked at his wife, surprised.

"She always falls asleep really fast. It's always been like that." Peri leaned down and kissed him, her tongue slipping hotly into his mouth. As her tongue duelled with his, her hand became more insistent as she drew his rearing prick out through the opening at the front of his boxers, giving his stiffening dick the freedom it desired. She grabbed the covers and pushed them down, the soft glow from the window illuminating his exposed midsection.

"Peri!" Spencer gasped out, his eyes flicking over towards his mother-in-law once more.

"Shhhh, relax," Peri said, a mischievous smile on her face. "I just want to see it for a minute." She sat up slightly, her circling hand shucking slowly up and down along his thickening pecker. In less than a minute it was hard as a rock, his prodigious member causing her hand to open wider as it stiffened and grew, the enflamed crown rising above her pumping hand.

"Oh my god," Peri muttered quietly under her breath, "It's so hard. I love it." Her other hand slid into his loose boxers and drew out his sperm-laden nuts, cradling them gently in the palm of her hand as she continued to jack away at his thrusting erection. "It's so beautiful. I love the feel of it, so velvety soft, and yet so steely hard at the same time. There's nothing else on earth like it."

Spencer lay back, luxuriating in the feel of his wife's talented hand stroking up and down on his throbbing prick. It had been days since they'd had sex, and although he'd whacked off a couple of loads on his own, he'd missed being with her, enjoying her sexy curvy body against his. With his mother-in-law mere feet away in the next bed, he felt like he should be an adult and shut this down before it got out of hand—but he wanted to keep it in hand—his wife's hand, just like she was doing right now, her slender fingers and soft palm bringing him to the heights of pleasure. Even though having his mother-in-law so close was nerve-wracking, he had to admit that the riskiness of what they were doing made it scintillatingly exciting at the same time.

He was lying there savouring the deliciously sensuous torture his wife was putting him through when she suddenly leaned forward, that devilish twinkle in her eye as she brought her lips next to his ear. "Just relax and stay right where you are, baby. Don't look over, but she's awake." Peri felt Spencer tense up, but he did as she asked, and stayed completely still. She nipped tenderly at his earlobe and then slid the tip of her tongue into his ear, driving him crazy, before pulling back slightly and whispering, "I want to give her a little show. It's been a long time since she's even seen a cock, so it'll do her good to see a beautiful one like yours. I think she needs this just as much as either of us. So just lie back and enjoy it. I'll take over from here."

Peri sat up again and pushed the covers even further down, totally exposing her husband's body. She wrapped one hand around his rigid dick and started pumping slowly, while the fingertips of her other hand traced teasingly over his taut abs.

"Mmmm, it feels so good in my hand," she said in a soft breathy purr, her voice taking on a melodic lulling tone. "So big...and so hard...I love it."

Spencer dared to flick his eyes sideways, now able to see the glimmer of his mother-in-law's eyes sparking at him from across the gap between the two beds.

"Oh my, the precum is leaking out all over my hand. Mmmm, I can even smell it. So warm, so manly, so exciting." Peri's voice continued softly in a lulling hypnotic tone, and Spencer remembered that she'd had training in hypno-therapy as part of her schooling as a psychologist. He felt himself relaxing just listening to the soft resonant timbre of her voice, like someone rubbing his temples gently between their fingertips.

"Mmmm, I can't wait for it to shoot. It's so big and hard, I know there's going to be a lot of cum." She kept up her smooth stroking as she continued to talk, her soft words filtering across the room like white noise, lulling her mother into a trance-like state. Peri knew that nobody could be hypnotized unless their subconscious allowed them to, and she knew that what she was doing wasn't really hypnosis, just using the tone of her voice to allow her mother to submit to her hidden desires, the power of suggestion breaking down those walls of resistance. If it was something the subject really wanted, it was as easy as slicing a hot knife through butter. She could see her mother watching intently, and knew it was time to up the ante.

"So hard...so beautiful...don't you think so, Mother? Don't you wish it was your hands on this beautiful hard cock?"

Spencer glanced over at his mother-in-law as soon as Peri said her name, and saw her eyes open wider as she sat up slightly, bracing herself on her elbow. He could see the lust in her eyes, her full lips gaping open, the covers sliding down slightly to expose her huge breasts, inadequately contained in the lacy white chemise.

"It's been awhile, hasn't it, Mother?" Peri continued, her voice remaining soft and consistent, warming the room like a cat's purr. "It feels so hot and hard in my hand, like they were made for each other. Why don't you come over and feel it yourself, Mother? Feel how hard it is...how hot it is."

Carole drew the covers back and quietly slid to her knees between the beds. There was just enough room for her kneeling body, and she shuffled down slightly, her mature face only inches above her son-in-law's engorged member.

"That's it...that's good," Peri continued, slowly stroking her husband's cock. "Put your hand above mine, Mother—there's enough room for both of us."

Spencer watched as Carole slowly lifted her hand, her eyes never leaving the engorged head of his rigid erection, rivulets of precum now drooling from the tip and running provocatively down the upright shaft. Peri stopped her stroking, the heel of her hand pressing against his groin, the enflamed crown throbbing in the filtering light as it rose inches above her circling hand. Carole's fingers touched his prick just above her daughter's hand, her fingertips exploring the velvety soft skin of his shaft as they curled around it, her soft palm now pressing into the shaft, her fingers closing warmly.

"Mmmmmm," Carole hummed deep in her throat as the incendiary heat from the engorged cylinder of flesh seemed to flow right through her hand and then throughout her entire body, making her flush with desire.

"That's it, Mom...feel it...feel how hot and hard it is," Peri said, her voice maintaining that soft lulling tone as she started to slowly pump her hand once more. "Doesn't it feel wonderful?"

"Yes," Carole said breathlessly, her soft mature hand moving in unison with her daughter's.

Spencer was in heaven, lying back and letting this gorgeous mother and daughter stroke his prick, their magical hands driving him crazy. He looked at his mother-in-law in profile, his eyes drawn magnetically to her huge tits, the massive orbs all but spilling out of the tight white chemise, her big nipples clearly visible as they dented out the front of the lacy fabric, the spear of light from the window causing bold shadows to fall on her curvy body, her huge tits rising and falling provocatively as her breath came in ragged gasps. He flicked his eyes back up to her face, seeing the desire in her eyes as she remained transfixed on his throbbing dick, their hands pumping out more and more shimmering precum from the drooling tip.

Peri saw that look in her mother's eyes too, and then smiled to herself as her mother's tongue slid unconsciously out of her mouth and circled her lips, wetting them obscenely. She'd had that look in her own eyes before while jerking her husband's cock, her mouth salivating instinctively, the craving for a nice mouthful of hot thick cum overwhelming her. She knew just what her mother wanted—and needed.

"It tastes even better than it feels, Mother. Why don't you just lean forward and slip your lips over the end? Let your tongue roll all over that big hot cock-head, feel how luxurious it feels inside your mouth." Her mother started to lean closer, her lips pursed forward invitingly. "That's it...that's it...just a little more. You must be able to feel the heat coming off of it already. Isn't it wonderful?"

Spencer watched as his gorgeous mother-in-law leaned forward, her deliciously soft lips pressing against his swollen glans, her lips now spreading out and sliding down over the flaring contours of the broad mushroom head until finally, they slipped over the rope-like coronal ridge, trapping the head of his surging prick inside her hot wet mouth. He felt her tongue roll warmly over his enflamed knob, her hot saliva bathing his leaking cockhead lovingly. He felt her cheeks collapse in as she sucked, the tip of her tongue now probing at the wet red eye, wanting more of his syrupy cock-sap. He felt a pulse go through his steely-hard cock, and knew he'd fed her more of the delectable nectar she was sucking for.

"Mmmm," Carole mewed again, feeling the silky fluid ooze onto her tongue.

"That's it, Mom, suck it out of him," Peri said encouragingly. "I can tell he's gonna cum soon, and I want you to swallow it all, every warm creamy drop. Do you understand?"

"Um-hum." Carole hummed her agreement into Spencer's body as she worshipped his rock-hard cock with her hot mature mouth. She was sucking sluttishly now as she instinctively started to bob her head up and down, surrendering to the cock-sucking desires within her.

"That's a good girl," Peri said, giving Spencer a sly wink as she turned back, looking down at her mother, the older woman's mouth sucking possessively at her husband's cock. "Now take your hand off, Mom, let me jack him off right into your mouth. I want to make sure you get as much of that hot cum as possible."

Spencer watched as Carole slipped her circling fingers off his cock and brought them to her breasts, squeezing them through the lace teddy as she continued to suck slavishly, her lips pursed forward, her hot wet tongue bathing his throbbing cockhead as she sucked, her hot cheeks pressing against his prick in a warm buttery sheath. Warm moans issued continuously from deep in her throat, evidence of how much she loved what she was doing. Spencer looked down at her hands as she fondled her huge breasts, watching as the soft pillows of tit-flesh oozed out around her squeezing hands, and that was all it took to send him over the edge.

"I can feel he's going to cum now," Peri said, her eyes alive with mischief as she pumped away at her husband's cock, her circling hand bumping softly against her mother's full pouty lips as they met halfway down his rigid shaft. "Get ready, Mom, he's gonna fill that pretty mouth of yours, and then I want you to swallow it all."

"OH FUCCCKKKKK," Spencer groaned, just as the first thick rope of cum jettisoned from the tip of his bucking cock.

"Mmmmm," Carole moaned deep in her throat as the hot thick semen burst powerfully against the roof of her mouth, the viscous seed sliding around her mouth before pooling on her wide flat tongue. A second rope shot forth, and then a third, the warm slimy goo gathering into a massive puddle within her hot sucking mouth.

"That's it, Mom, get it all." Peri said, a pleased smile on her face as she continued to pump her husband's twitching pecker. "Swallow now. Take it all right down into your tummy."

"Glmphh." Carole swallowed, the sperm-laden jizz sliding warmly down her throat. It was thick and clumpy, and she loved the thought of it being chock full of his swimmers, enough sperm to populate the world finding a nice warm home in the pit of her stomach. She gave off soft moans of contentment as she sucked, her pleasure level escalating as she fed from her son-in-law's spewing cock.

"That's it. He's got a lot more. Keep sucking," Peri encouraged, her talented hand jerking out rope after rope of milky cum, the clotted gobs filling her mother's mouth as she pumped. She smiled as her mother swallowed again, and then a third time, but not before white trickles appeared at the corners of her overflowing mouth and ran down her chin, pearls of her husband's spunk dangling lewdly off her mother's pretty face.

Spencer couldn't believe it—his wife had actually jerked him off into her own mother's mouth! And his mother-in-law had loved it. He'd heard her soft moans of pleasure the whole time she'd been sucking him, those moans turning to mews of bliss once he'd started to fill her mouth with cum. He couldn't believe how much he came, but the older woman just kept sucking as he flooded her mouth, like she never wanted it to stop. The final tingling twinges coursed through him, and he collapsed back against the pillows, his chest heaving as he recovered, still watching the two women. Peri was smiling down at her mother, her hand no longer moving, but his mother-in-law kept sucking gently, nursing on the head of his cock, her tongue slithering into his piss-slit to get out every last drop of warm seed. It was sexier than hell, and he was still incredibly turned on—looking at his stacked mother-in-law sucking on him kept the fires burning deep inside him.