Dillon's Mommy Ch. 03

"Oh no Buttercup, you don't get to fuck Mommy, I meant you could have some of my pussy with your tongue. Mommy is expecting a nice big cock inside her soon." She so loved getting him up and then crushing his spirit. It gave her such a feeling of power over her wimpy little son.

"Yes Mommy." Dillon replied dejectedly, sliding down to begin lathering her fat mature pussy with his mouth.

In Kendal's room she was pulling out all the stops trying to get some sex from Levi. However, Levi rebuffed each and every one as if he was a hockey goalie withstanding a flurry of shots at the end of a one goal game. Finally Kendal got so disgusted that she demanded Levi leave. She yelled it loud enough that even Grace heard it, chuckling to herself because she knew why Kendal was so mad. Levi knew that getting kicked out would mean he could not have Grace, so he became more loving, trying to explain that he was just a bit tired and wanted to get some sleep because he had to work tomorrow and it was going to be a long day. Finally Kendal calmed down and the two went to bed. As they lay there, Kendal tried one more time, sliding her hand up his leg and stroking Levi's dick. He discouraged her last ditch effort. She snapped loudly at him one more time and Grace heard it. Then Kendal flipped over and went to sleep.

About a half hour later Dillon noticed Kendal's breathing was rhythmic and he snuck out of bed, closing the door behind him. As he entered Grace's room the light from outside allowed him to see Dillon between her legs. He had been there for the half hour Levi had been waiting for Kendal to fall asleep. Seeing him next to her bed she dismissed Dillon.

"I knew you couldn't resist." She told Levi, inviting him to take his place between her legs. He slid between them and slowly thrust his cock inside her.

"Oh yeah Sugar...Mmmmmmm...That's it. Give me that fat young cock."

Levi groaned with satisfaction, filling Grace's mature pussy more than adequately. He loved fucking Grace so much, that he was willing to risk Kendal finding out. He began a slow methodical humping of the dirty MILF.

"That's what you want, isn't it?" Grace goaded him, hearing his pleasurable moans. "You love fucking my pussy don't you baby?"

"Yes!" he gasped.

"You love that big, fat, experienced pussy huh?"

"MmmHmmm!" Levi moaned.

"You love it more than that little skinny tight teenage pussy your little slut girlfriend has don't you?

There it was again, Dillon didn't understand why his sexy mom needed so much reassurance. He stroked his pecker slowly, while watching, making sure not to come, for fear of his mother's wrath.

"Yes!" Levi agreed with her.

"Tell me!" Grace demanded.

"I love fucking you more than Kendal."

"How much more?" Grace prodded.

"So much more!" Levi assured her, emphasizing his claim with a few deep powerful thrusts.

Grace grunted and groaned her approval each time. She lifted her massive tits toward Levi's face. Your little Kendal doesn't have tits like this does she?" Grace prodded him.

"You know she doesn't." he replied with lust.

"Suck them!" She demanded.

While still fucking her aggressively, Levi buried his face in her tit flesh, Sucking and biting her nipples voraciously.

"Mmmmm Yes Baby. Momma knows what her young lover wants. Suck on them, bite them...Yes, Just like that." She giggled as she wrapped Levi around her finger.

Dillon was watching so intently and was stroking so hard that suddenly he felt his orgasm rush to the surface. He loved watching his mom take control. Before he knew it, his balls tightened and he had to grudgingly pull his hand off his little prick and tighten all the muscles in his legs and ass to stop the rush of cum.

Grace was in heaven. She had discovered with Dillon that being in total control was such an aphrodisiac, but she loved big cock just as much. Levi was the best of both words, a big dick and just the right amount of submissiveness. Not like Dillon, but still allowed her to be in charge.

Without notice, Grace flipped Levi on his back while keeping his cock inside her horny dripping cunt, and sat up to ride him cowgirl style. She began to grind on his cock seductively, dangling her huge tits just above his face. She continued this for several minutes until he was right on the edge. She smiled wickedly at him and stopped moving.

"Uhhhhhhh," Levi moaned. "please don't stop."

Grace just sat there and stared at him like a wicked seductress. She squeezed her pussy just a tad.

"YES!!" Levi moaned. "Do that again." He groaned. He loved it when she milked his cock. It felt so incredible.

"What, that?" She teased as she squeezed his cock again.

"Yes."

She continued for a few more seconds. "That's what you want isn't it? That's what a slut with an experience pussy can do." She told him

Levi grunted again and moaned his approval. His orgasm was actually coming, as he watched Grace give him that knowing grin as she shook her fantastic tits in his face and milked his cock. Suddenly she stopped.

"NO! Please don't stop. I was about to cum."

"OK, I'll keep going, but only if you promise not to fuck Kendal for the next week." She emphasized her control with two quick clenches of his rock hard dick.

"I Can't do that. She will be so mad at me."

"Fine, no more mature pussy for you." She began to rise up off of his raging hard on.

"OK, OK!" he assured her.

"Promise?"

"Yes, I promise."

"I want her so horny, that she would even consider fucking little Dillon over there." Grace told Levi.

Dillon got a shot of excitement at having his mom mention him and humiliate him.

"I promise, I promise" Levi told her. "Just do it. I need to come so baaaaaaaad!"

Grace smiled wickedly at the power she wielded, and began to milk Levi's cock methodically It was not long before Levi was grunting, thrusting his cock upward, and filling Grace's incredible pussy with loads and loads of his thick young cum. He finally went limp after and Grace lied down on his chest, mashing her tits against him. She whispered into is ear that she needed him to roll her over so his cum would stay inside her when he pulled out. He did as she asked. He pulled out and left the room, stopping in the bathroom to clean the smell and the remnants of sex from him before returning to Kendal's room.

After Levi left, Grace beckoned Dillon to her bed. Once he was there, she spread her legs wide and invited him to fuck her. Delighted beyond words, Dillon eagerly mounted his mother. His little pecker slipped in effortlessly into her sloppy, stretched, cum filled pussy. He began pumping her hard and fast as he always did. Grace began the degradation.

"Come on lover, put it in." She told him although obviously the way he was humping her she knew he was in.

"I am in!" Dillon snapped.

"Oh really? Mommy can't tell."

Dillon pumped harder and faster.

"Ok, my big stud, if you are in, give it to me good." She instructed.

The looseness and the sloppiness made friction almost nil. Dillon furiously fucked his mom. Even with not getting any in a while, he couldn't cum. This made the humiliation last even longer as Grace tormented him.

"Are you sure you're in baby? Maybe you're just humping the wet spot on the bed." She teased.

"I'm in!" Dillon snapped angrily.

"Who do you think you are talking to?" Grace scolded him, pushing him off her. Mommy gives you the gift of her wonderful pussy and you treat me like that?"

"I'm so sorry mommy. I didn't mean that. Please forgive me."

Grace accepted his apology and invited him back in. Dillon slid back in and resumed his clumsy fucking. Grace teased him again and again about not feeling him until the humiliation got to him and he spilled his seed along with Levi's into Grace's pussy. He collapsed onto her panting feverishly. Grace didn't even give him a chance to recover before commanding him to clean up.

"Ok Snookums, You got your reward, now clean mommy up like a good boy."

Dillon did as he was instructed. Her pussy and her ass was full of his and Levi's deposits. He lathered both her ass and her pussy for the longest time. Grace would push a little out, and watch as he licked it clean, then just as he thought he might be done, she would push a little more out.

"Ooooh, look Dilly, there's more." She would tease.

Dillon would lap it up like an obedient sub. This went on for quite a while until Grace was tired and wanted to sleep. She ordered him to his room and went to sleep. Dillon wanted to sleep with his mother, but did as he was told and dejectedly returned to his room.

It was a few weeks later that Grace was feeling deviously. She had been kind of ignoring Dillon lately since she had Levi and his big fat cock to play with. The two of them had been fucking like rabbits behind Kendal's back. Each time, Grace made Dillon watch, but she was not giving him release. Dillon's little prick was to the point that all Grace had to do was walk by him in anything sexy and it got hard, making him wince in pain because his cock cage was designed to deter erections. Finally one night when Levi was not available. Grace beckoned him to her room.

"Ok baby, take it off." She told him, handing him the key to his cock cage.

He fumbled around forever, so excited to get it off. Finally he was able to slip it off. His dick sprung to full erection immediately. She directed him to lie on his back on the bed. He lied there naked as his mom peeled off her robe and joined him on the bed.

Her maroon silk camisole hugged her curves elegantly. She rubbed her massive tits through the material, making her nipples rock hard and very visible through the thin material. "Doesn't mommy look sexy in her lingerie sweetie?"

"Yes mommy." He replied, his dick was already leaking precum onto his belly.

"Someone is very excited." Grace teased, seeing the little puddle on his belly. She pinched her nipples and teased her son with her boobs relentlessly. "Would you like to cum Dilly?"

"Yes, please Mommy." He begged.

She lifted her cami revealing her matching silk panties. They were snug against her mature pussy and her lips were visible. She lid her finger up and down between her lips over the material. "You like mommy's pussy don't you Babycakes?"

"Oh yes Mommy."

Grace continued this for a few more minutes, getting Dillon so hard and horny, that he thought his prick my split the skin. "Would you like to cum?"

"Yes please mommy?"

Grace straddled his face facing his feet and lowered her pussy to within an inch of his face. The smell was enthralling. He breathed in deep and experienced the aroma. Grace began teasing his nipples. He grunted with pleasure and the precum spilled out more.

"Please stop Mommy, I'm going to cum." Dillon begged.

"But I haven't even touched your little thingy." She admonished. "You are quite pathetic Dillon John."

Dillon just remained silent.

"Mommy has a gift for you again." She told him, rubbing her panty covered pussy on his nose.

"Thank you Mommy." Replied, thinking he would get to fuck her again.

"Mommy is going to let you fuck Kendal." She told him.

Kendal had been coming to Grace for relationship advice. Kendal was furious, because unbeknownst to her, Levi was listening to everything that Grace told him, and that meant he wasn't fucking her. Grace had calmed her down and manipulated her. Telling her that she deserved better and that Levi might be fucking someone else. She told her she needed a confidence boost and who better to give that to her than Dillon who worshiped her when they were going out. Of course Kendal rejected that idea. However, Grace had a plan to make it come true.

"Would my big stud like to fuck Kendal?" She asked as she teased his nipples some more, and rubbed his nose in her panty covered ass.

"Yes Mommy!" Dillon replied, his dick pouring out pre cum now, pulsing up with each beat of his heart.

Grace had him so ready to cum she knew he wouldn't last three strokes. She dismounted his face and asked him if he was ready to cum.

"Oh Yes Mommy I am Please may I?"

"Of course baby. Mommy is even going to stroke it for you. Would you like that Dilly?"

"Oh please Yes!!"

Grace grabbed his ankles and pushed them up to his hands. "Hold these." She told him. His throbbing hard dick was aimed straight at his face, before Dillon could even comprehend what was happening, Grace grabbed his ridged pecker and jerked it about five times very fast. Dillon unleashed a three week load of cum. Grace made sure it coated his face. She giggled with delight as she continued to stroke it slowly milking every drop onto his cum covered face, commanding him to not dare let go of his ankles.

When she was done, she looked him in the eye, "Did my big boy like his orgasm?"

With cum dripping down his cheeks he answered, "Yes Mommy Thank you."

Grace giggled again and left the room demanding that Dillon clean himself up and any that may have gotten on the bed.