Friends Share Everything

"However, I don't think I'm ready to take this further. You have already come a long way today, and I'm really happy, but I need some more time to get comfortable."

"Oh, okay. Let's just have fun at the resort the rest of the day, Ms. H. We both want you to be comfortable. Right Rye?"

"Yes, totally, mom."

Judy's hands were still resting on the boys' laps, and their cocks were getting harder by the second.

Just then the food arrived. The waiter dropped off the three dishes.

"Enjoy." He said and left.

"Oh, good, I'm starving."

Judy removed her hands and placed them in her lap. Ryan and Chris tried to hide their bulges with the napkins.

"Hey, look, the waiter is looking at us." Ryan pointed behind his mom.

Judy turned around and saw the waiter was indeed staring at them.

"Hey, what's the big idea?"

The waiter snapped out of it.

"Oh, um. I'm so sorry, Ms. Um. Can I get you anything else?"

"No, just some privacy."

"Of course, sorry, ma'am."

The waiter walked away, and the trio started to eat their lunch.

"The cabana guy must have told the other workers about us." Judy giggled to herself.

After lunch the trio, swam in the pool, hung out in the hot tub, and played beach volleyball.

They ended their day watching the sunset from the resort's dock. They sat on a bench facing the water.

"This has been the best day ever." Said Ryan.

"For sure." Added Chris.

Judy put her arms around the boys.

"You boys are so sweet. I had an amazing day as well."

She leaned forward and kissed Ryan on the cheek and then did the same for Chris.

"You know, it's a bit late, and we have a long drive ahead, we should probably get going." Said Judy.

The boys were a little disappointed they weren't going to get to fool around again, but both realized they didn't want to push their luck.

"Ok, mom, let's go back to the cabana and get our stuff."

They went back to the cabana and got their clothes and their belongings. They got to the locker rooms. To the left was the men's locker room, and to the right was the women's locker room. Ok, mom, we'll meet you on the other side.

The boys walked into the locker room; it was mostly empty. There were a few men taking showers. Both Chris and Ryan took off their bathing suits and opened their backpack to get their clothes.

"Damn what a fucking day. That was awesome." Said Ryan

"Yeah, I can't believe it."

"Psst."

Ryan and Chris around. They covered themselves, not knowing where the sound was coming from.

"Psst."

"Who is that?" Asked Chris.

"Over here."

In one of the showers, a woman's hand beckoned the two boys. They both looked at each other and looked around. A man walked by them, and into a different shower that was open. They both walked closer to the closed shower curtain.

"Who is that?"

"It's me, honey."

"Mom? What are you doing?"

"You better come here and see."

Ryan and Chris looked at each other again, and quickly walked into the shower and closed the curtain behind them.

"Wow." Said Chris.

"Like what you see?" Judy whispered and put her hands on her hips. She was completely nude; the boys could see her in all her glory. Her large, firm breasts, her trimmed pubic hair, and her beautiful hips and legs. She had a very sexy suntan; it made her look like she was glowing.

Ryan and Chris were both frozen. They could not believe that they were alone in the men's shower stall with Ryan's mom. Their cocks were throbbing and hard.

Judy walked up to both of the boys and placed her hands on their penises.

"Mmm, you two are so hard. Is this because of me?"

"Y-yes, Ms. H."

"Oh, you poor babies, let me help you."

Judy started to slowly move her hands up and down their shafts. She open mouth kissed Ryan, and then kissed Chris, alternating between the two. Ryan looked at Chris, and he motioned to the bench. The boy's took Judy's hands and directed her to sit down. Ryan sat down next to his mom, and Chris kneeled between her legs. Judy started stroking Ryan's cock and kissing him passionately. Chris leaned in and licked Judy's clit. Judy moaned into Ryan's mouth and then pulled away from the kiss.

"Fuck, yes. That's it, Chris. Mmm."

Judy leaned her head into Ryan's neck and continued moaning and jerking him off.

"Mmm, your dick is so hard. It feels so good. Oh, shit, I'm getting close."

Ryan reached down and massaged his mother's breasts, while his best friend continued to lick his mother's pussy. Chris took two fingers and slipped them inside her.

"Oh, god, yes. That's it." Judy continued rubbing Ryan's penis and kissing him. She could feel herself building towards an orgasm.

"I'm cumming. Oh my god I'm cumming"

"Shh," Ryan whispered into his mother's mouth. He covered his mom's mouth with a free hand.

Chris sucked on her clit and continued to finger her. Judy's body tensed, and she had an earth-shattering orgasm. Chris could feel her vagina pulsate on his fingers.

"Mmph" She was screaming and moaning into her son's hand. She could not control her body, and she squirted some liquid out of her pussy. Judy laid back and tried to catch her breath. She was sweating and her heart was racing. She closed her eyes.

"My god, that was amazing. That was the best orgasm I ever had." Judy was catching her breath. She sat up and kissed her son, and then she kissed Chris. "I know I said I needed more time earlier, but I need to get fucked right now."

Judy turned around and bent over, holding the edge of the bench.

"I need you both inside me."

Ryan and Chris were speechless. They looked at each other again and couldn't believe what they were seeing. They were about to lose their virginity.

"Boys, if you don't hurry, someone might catch us."

"O-okay, mom. Are you sure?"

"Yes, please, just do it."

Ryan took his place behind Judy. Chris moved in front of her.

"Here, let me help." Judy grabbed the base of her son's cock and placed the head against her pussy lips.

"Now, go in slowly."

Ryan started to ease his dick into his mom's pussy.

"That's it, sweetie, now stop. Give me a moment."

Ryan could not believe the feeling. His cock was being swallowed by his mother's vagina. It was warm and wet.

"Mm, you are so big, sweetie. Just give me a second, it's been a while."

"Is everything okay, Ms. H?"

"Yes, honey, just a second. It's so big."

Ryan could not believe that he was inside his mom's pussy. Her vagina was contracting around his cock, and it felt so warm and tight.

"Okay, baby, you can start to move."

Ryan slowly slid his cock out of his mother, and then slowly pushed back in. Judy moaned softly.

"Yes, honey, keep going."

Ryan started to pump faster and harder. He could feel his balls slapping against his mom's clit. He grabbed his mom's waist and began thrusting his cock inside his mom's vagina. Judy was trying her hardest not to scream. Her son's dick was hitting all the right spots. She had never felt a dick so deep inside her before. She could not believe how fast her son was able to catch on even though it was his first time.

"Holy shit, baby, yes, fuck me."

Ryan and Chris were shocked at what they were hearing. Judy was getting used to the feeling of getting fucked now and was able to start massaging Chris's penis. She pulled him closer so she could take him in her mouth. She started licking the tip, and then she started sucking the shaft.

Ryan and Chris were trying to stay silent. They could not believe they were losing their virginities. Ryan was thrusting his cock into his mom's pussy, and Chris was thrusting in her mouth.

She pulled off Chris's dick to say, "God, I'm gonna cum."

Ryan was fucking his mom harder and faster. He felt his mom's back arch, and her pussy contract around him over and over. Chris was enjoying listening to the slapping sound, and watching his friend's mom jerk her face forward and back as she was getting fucked.

"God, this feels so fucking good, dude you have to try this."

"I can't believe it, bro, this is awesome."

Ryan pumped a few more times and then pulled out of his mom. Him and Chris then switched places.

"Are you ready, buddy?" Said Ryan.

"Yeah, I can't believe it, bro. I'm so excited."

Chris slowly pushed his dick inside Judy.

"Mmm, you're so thick." Judy moaned

Chris began fucking Judy's pussy. He was slow at first, but soon began picking up the pace. Judy was moaning into Ryan's dick as she was sucking it.

"Damn, dude, this feels awesome."

Ryan was enjoying getting a blow job from his mom while watching his best friend fuck her.

"Hell, yeah dude, give it to her." said Ryan. Chris started to slam harder into Judy's ass.

"Ahh, yesss." She was having trouble speaking with a mouth full of dick.

"Oh, shit, I think I'm going to cum, what should I do?"

"Cum inside me, please." Judy moaned."

"Do it!" Ryan cheered.

Chris couldn't hold it any longer, he felt his cum rise into his shaft, and then blasted into Judy's womb.

"Oh, shit." Judy moaned and her body shuddered. "That's it, keep pumping cum inside me."

Chris's body was shaking as he pumped Judy full of his cum.

"Oh my god, that was incredible." He sighed.

"Hell, yeah, dude." Ryan high fived his friend. He was still horny, so they switched places again. Ryan began to pump his dick in and out of his mother's pussy. As he did, he could see his dick was covered in his friend's sperm and his mother's pussy cum.

"Oh, God, you boys are so sexy. Yes, fuck your mommy, just like that."

"Fuck, mom, this is awesome." Ryan couldn't believe he was fucking his mom and she was encouraging him. The thought of him and his friend's sperm mixing together in his mother's body was too much for him.

"Oh, my god, I'm going to cum." He yelled.

"It's ok, baby, let it out."

He couldn't hold it anymore, and his balls exploded.

"Fuck, fuck, fuck." He grunted and shot his load into his mom.

Judy felt her son's cock throb inside her, and his cum reach into the deepest parts of her body.

He pulled out, and Judy finally got off her knees. They two boys sat next to Judy, and she put her arms around them.

"Did you enjoy that, boys?"

"Hell, yeah, that was awesome."

"You boys are so sweet. We have the whole summer together, and we can do this all the time."

Ryan and Chris couldn't believe their ears. They were going to spend the whole summer fucking the hottest woman alive.

"Are you serious, Ms. H?"

"Oh, yes, baby, I am."

"Hell, yeah!" cheered Ryan.

"Okay, boys, let's get cleaned up and get dressed. I'm surprised nobody caught us."

They all laughed and took a shower together.

After, the boys got dressed and walked out of the locker room. They were the last ones there, so Judy with her clothes on, was able to quickly make her way out of the locker room and to the parking lot without being spotted. A few minutes later the boys walked outside.

Chris stopped Ryan before getting in the car.

"Dude, I think we level upped again!"

Ryan laughed and they high fived.

Judy drove home, both boys passed out in the car almost immediately.

Judy rolled her eyes. "Boys."