Andy made the camera bob up in down in a nod. Tracy half-turned, her hands sliding from her tits to her flanks and along the profile of her sweetly curving backside. "And my ass? Do you like my big, springy ass?"
"Yes, Mrs. Smith," Andy said. He tried to make himself sound like he was reluctantly admitting it, but he didn't sound convincing even to himself.
"Well, then," Tracy said. She stood up straight and looked to the door, her ponytail swinging around. She looked back at Andy and the camera. "I may have a way to get your grades up that we will both find mutually beneficial."
"Huh?" Andy said, getting into his role as a dumb jock.
Tracy rolled her eyes. She glided forward and reached for the edge of Andy's desk. She rotated it open and slowly knelt in front of her son. Andy aimed the camera at his mother's pretty face and acre of cleavage.
"Wh-what are you doing, Mrs. Smith?"
Tracy dragged a finger across Andy's zipper, noting the thick bulge of his cock beneath. "Something mutually beneficial, Andrew. I'm a lonely woman who needs some hard fucking, and you're a gorgeous young man with a thick cock who needs to pass my course. What do you say?"
Andy debated internally for a moment, whether to go for it or keep playing dumb, but he didn't think even the character he was playing was that stupid. "Sure thing, Mrs. Smith, whatever you say!"
Tracy smirked into the camera and reached for Andy's belt buckle. In a moment she had his shorts open, and his hardening cock pulled free of his boxers. Tracy's slim fingers wrapped around her son's lengthening, thickening prick as blood and passion engorged it.
Tracy cooed at the rising column of flesh, playing up her amazement for the camera. "You have a very impressive penis, Andrew. So hot and hard and thick in my hand." Her grip tightened slightly, and she began to lightly stroke up and down. Andy released a groan that did not have a hint of acting in it. His mother's touch never failed to excite him, and he swelled harder in her hand with each passing second.
The mushroom headed tip darkened and expanded. Andy flexed in his mother's grip and she giggled girlishly. A drop of precum secreted onto his cockhead. Tracy extended a finger with her free hand and dipped it into the drop, trailing it around and lubricating the tip of her son's dick. More precum began to leak out and Tracy used it to slicken Andy's length. Her fingers swept up and down his cock with a wet schlicking sound.
Tracy slid her hand down to the base of Andy's swollen prick and angled the tip towards her face. She leaned in with pursed lips and placed a "chaste" kiss on his cockhead, just a brush of her full lips against his heated, slickened skin.
"Mo-o-Mrs. Smith," Andy said, his lust-addled tongue tripping over itself, "why don't you suck my cock?"
Tracy arched an eyebrow behind her glasses, lips turned up in a sexy smile. "Mr. Wilson, so forward. What kind of a woman do you take me for?"
Andy flexed his cock, releasing another thick dollop of precum. "Why, the kind of woman who sucks her student's cock, Mrs. Smith."
Tracy leaned further forward with a laugh. "Lucky guess," she said under her breath before opening her lips wide to wrap them around Andy's weeping cockhead. Her cheeks hollowed as she sucked lightly, slurping up the copious amounts of precum that Andy's engorged cock was generating.
"But first," Tracy said, after releasing Andy's cockhead with a wet pop, "allow me to get a little more comfortable." She stood up, removed her glasses, and set them on the desk next to Andy's books. She pulled the tie out of her hair, letting her long brown locks swirl around her shoulders. Tracy quickly unbuttoned her blouse and pulled it off, revealing a sexy white bra that struggled to contain her massive breasts. She threw her blouse on to a nearby desk before kneeling down between Andy's legs once more.
Tracy's lips found Andy's cockhead once more, wrapping around the angry red helmet. She sucked lightly, a mix of saliva and precum leaking free of her lips to drip down the length of Andy's cock. She wrapped one hand around the base of his cock and began to gently jack off his exposed length, while her mouth and tongue teased the head.
She released him and began to make her way down his length with open lipped kisses. Her mouth and hand switched places, the hand pressing her son's cock back against his belly while she licked around the base. Her lips wrapped around one testicle and then the other, sucking lightly, lavering each with her tongue, testing the heft and weight of each and anticipating the flood of semen she was about to withdraw from them.
Andy groaned. He kept the camera focused on his mother's face, but it was hard to concentrate as her tongue and lips tortured him with pleasure.
Tracy licked her way back up Andy's length and once more took the plum colored cockhead between her full lips. She suckled lightly, her agile tongue teasing the opening at the top. Andy shivered with lust. He could practically feel the cum boiling in his balls.
Slowly Tracy swallowed more of her son's long, thick cock. Her head descended and Andy's dick slid into her mouth. He pushed up against her hollowed cheek, dragging precum along the inside of her mouth, and nudged up against the back of her throat. Tracy's nostrils flared and her neck muscles worked. Her lips parted as the girth at the base of Andy's cock forced them wide and her nose nestled in his pubic hair. She held herself in place for long moments while her throat muscles constricted around his hard, throbbing flesh. Pulses of precum squirted directly into her stomach.
Then she released him with a wet slurp and took a deep breath. Andy's wet cock bobbed before her open mouth. Tracy licked her lips and swallowed him again. Her head bobbed up and down in his lap, fucking his cock with her warm, wet, tight mouth.
Watching it all through the camera lens, Andy thought as if it could almost be happening to someone else. But he could feel his mother's lips around his throbbing cock, her saliva coating it as her tongue caressed it, the feel of her cheek as his cockhead nudged against it. He never got tired of this feeling, this closeness with his own mother. Or her playfulness and inventiveness.
Andy felt the onset of his explosion building. "Gonna cum, Mrs. Smith," he said. "Where do you want it?"
Tracy's mouth surrendered its prisoner with a popping sound. She licked her full lips and gave the camera a sultry look. "Why, down my throat, young man," she said, before devouring him once more.
A few more thrusts of her mouth and throat on his swollen member and Andy felt the charge building at the base of his cock suddenly erupt. Thick streams of viscous cum sprayed from his shuddering, spasming cock. The first rope spiraled directly down her throat, but as soon as he started cumming, she swept upward until only Andy's engorged cockhead remained trapped between her lips. Tracy's cheeks bulged with her son's spend as he filled her mouth with torrents of sperm-rich semen.
Tracy fairly purred with satisfaction, always delighted to pleasure her son. She swallowed quickly, only able to briefly taste his delicious cum before another spurt flooded her mouth. Her throat worked again and again until Andy's eruption finally stopped.
She looked up at him, past the eye of the camera, as he slumped backward in the chair. She still had his cockhead in her mouth as she swallowed the last bit pooling on her tongue. She toyed with his cockhead a few more moments longer, sucking and licking lightly, cleaning him off and slurping up the last few drops he had to give.
As usual, Andy barely softened even when she released him. Tracy smiled to herself. She stood up, a little cum-drunk and shaky on her feet.
Andy straightened in his seat and focused the camera on his mother again. "Jesus, Mrs. Smith, you suck cock good."
"Well, Andrew. I suck cock well."
Tracy stepped backward, trying to get her whole body into the frame. She reached behind her and unsnapped her bra with a practiced move, removing it quickly and economically, not trying to make a production out of it. Still, revealing her spectacular breasts could be nothing but impressive, however she might do it. Andy focused on them, the way they shook and swayed on her chest with each movement, her hard dark nipples and pale, smooth skin. The weight and heft of them causing them to droop, but still retaining firmness and elasticity of a woman half her age.
Tracy cupped her breasts and flicked her nipples with her thumbs. "What do you think, young man? Do you like my big titties?"
"They're gorgeous Mrs. Smith. You're gorgeous!"
Andy stood up. He set the camera on a nearby desk, still aimed at his mother, while he began divesting himself of his own garments.
Tracy chuckled and drew a lock of hair behind and ear. She unzipped her skirt and shimmied it down her long, smoothly muscled legs and stepped out of it, leaving her heels and stockings on. She had divested herself of her panties on the way to the campus. Her pink lips were already engorged and dripping beneath the little tuft of pubic hair she left on her mound.
Leaving the camera where it was, Andy approached his mother. He kissed her quickly on the lips, eliciting a coquettish giggle from her, before wrapping his hands around her trim waist. Then, proving he was not the big football player in her scenario, he completely failed to lift her bodily onto the desk.
Tracy gave her son a little shake of her head and leaned back with both palms flat on the desk. She lifted her delectable, plush behind onto the wooden top.
She expected Andy to plunge his already fully engorged cock deep into her waiting pussy, but he surprised her by kissing her first, not at all flinching from the aftertaste of his own cum on her lips and tongue. Her son's big hands cupped her large breasts, her hard nipples digging into his palms, as he loomed over her and forced her to lean back farther on the desk. Automatically, she spread her legs, anticipating the feel of her son's beefy prick splitting her open.
But he kissed his way down her throat and clavicle. He buried his face between her tits, sucking lightly on her breastbone before capturing each nipple in turn between his lips and teeth. Tracy moaned. She ran her fingers through her son's hair and caressed his scalp. "Oh, Andy," she gasped out. That wasn't part of the script, just honest reaction to her loving son and his talented mouth.
Andy moved lower, kissing his way down her smooth abdomen, teasing her sensitive belly button with his tongue. And suddenly he was kissing her sensitive pink furrow. Now Tracy released a hitching gasp. Andy blew lightly across her skin, his warm breath making her clit tingle.
He kissed her creamy thighs, down to the edge of her stockings before returning to her soaking pussy. He dove in with relish. His tongue teased her folds, diving between them to taste her fresh honey. Her little tuft of pubic hair tickled his nose until he dragged his tongue up her slit to tease the sensitive nodule at its apex.
Tracy sucked in a sharp breath when her son found her clit. Her abdomen undulated as his lips and tongue teased her. In so doing he coaxed a first, quick orgasm out of her. Where she had gone for the slow burn and played to the camera, Andy just tried to drive her wild with enthusiasm and lingual skill. And it worked. She was already on the cusp just from sucking him off. Her son's talented mouth did the rest.
Another orgasm, slightly more drawn out than the first, shook her pulchritudinous frame and inundated Andy's lips and chin with her cream. She clamped a hand on the back of his head and thrust her hips upward, driving her pussy into his face. Andy didn't miss a beat. He stuck his tongue out straight, and did that thing where he curled it that drove her wild, and thrust it into her pink folds like it was a cock.
Tracy shoved a hand into her mouth to keep from howling. They were in a classroom, after all, and the last thing she needed was a concerned custodian or campus security poking their head in the door.
Andy started to flick the end of his flexible tongue along her soaking, flushed labia. He paid particular attention to her engorged clitoris. A third, more powerful climax thundered through Tracy's body. Her big breasts shook on her chest and her thighs quivered around Andy's head. She fell backwards on to the desk, limp and shuddering, drenched in sweat and gasping for breath.
Andy stood up. He licked his lips with a wink, and wiped his mother's juices from his chin. With the same hand, he casually stroked the engorged weapon between his legs.
"Andrew," Tracy managed to gasp out. "I think you're fast approaching that A you need. But I think I might be persuaded to give you an A+ if you could drive that huge hunk of flesh between your legs into my pussy."
"Sure thing, Mrs. Smith," Andy said. He winked again and mimed a kiss, his face still hidden from the camera. Then, incongruously, he stepped backward, hard column of cock bobbing between his legs, a dollop of precum falling from the rampant head to decorate the floor of the classroom. He reached back, picked up the camera, and held it to his face again. With his mother now filling the frame, he approached her once more.
He focused the camera on her spread legs and the delectable area between them. Taking his hardness in his free hand, he levered it away from his abdomen and nudged her soaking wet lips with his engorged cockhead. Tracy hissed in anticipation and spread her legs wider, bracing herself against the desk with both hands. The books and pens had already mostly fallen to the floor, but miraculously her glasses remained on the desk near her elbow.
Andy moved his hips back and forth, sawing his throbbing length along Tracy's furrow. The head bumped against her clit each time, eliciting a moan from Tracy with each light impact. Slick with both their juices, Andy's cock nudged against her lips, the broad flared cockhead parting her engorged labia.
"Andrew Wilson, that grade will drop severely if you don't stop teasing and start fucking," Tracy growled.
"Whatever you say, Mrs. Smith," Andy said, obliging his mother. He slid forward, driving deep into her pink folds in one thrust. Tracy just managed to shove a few fingers into her mouth before she released a high-pitched cry and alerted the entire floor to their activities.
Andy panned the camera up his mother's smooth belly, past the mountainous tits standing proud on her chest, and focused on the expression of lust and satisfaction contorting her face. "Much better, Andrew," she managed to say, still maintaining the fictive relationship of teacher and student. Andy wasn't sure he'd be able to avoid a "Mom" or two as he fucked her, but then these movies were just for their own amusement, so it wasn't as if it mattered too much.
He flexed his throbbing member, lodged deep within his mother's pussy. She tightened her muscles around him, caressing him with her molten, liquid interior. Andy raked the camera along her gorgeous, mature body once more and began to fuck her.
His hips moved with practiced urgency, knowing just the speed and power his mother preferred at a moment like this, gauging slight variations based on her vocal and non-vocal encouragement.
Tracy extended her legs outward almost perpendicular to the desk, reached for her son's hips, and encouraged him to fuck her harder. Her heavy tits shook on her chest, dark nipples hard as diamond, as he responded to her silent plea. Wet sounds emanated from the joining between their thighs as Andy's cock plunged repeatedly into her honeypot, stirring her insides most deliciously. Tracy's thighs quivered, in part from exertion and in part from the onrushing orgasm that threatened to take her.
Still holding the camera, still focused on his mother's pussy widening to accept his thrusting prick, Andy reached between them and flicked her sensitive clit with his thumb. That set his mother off. Her pussy clenched tight around him and her whole body shook with pleasurable tremors that made her anatomy jiggle in amazing ways. "So good, Andy," Tracy hissed through gritted teeth. "So good at this, baby," she all but whispered.
Andy saved his breath for pistoning his cock in and out of his mother's pussy. He wanted to grab her hips and really hammer home, but he couldn't do that while holding the camera.
"Time to switch," Tracy said breathlessly. Andy withdrew from her clasping pussy with a slurping sound. Tracy clambered down from the top of the desk. Andy paused the camera and climbed up onto the desk into the space that his mother had just vacated, laying down with his legs hanging off the edge and his thick cock pointed straight up.
Tracy got a knee on the side of Andy's thigh and in a heartbeat she was straddling him. Reaching between them, she took his rampant cock in both hands and gave it a quick, two handed jerk before nestling the sensitive head against her engorged lips. He slid in effortlessly, swallowed completely in one smooth movement as her hips settled on him.
Tracy's breath hitched as Andy's thick cock stretched her open once more. She braced both palms, slick with their combined juices, on Andy's smooth chest and began to slowly fuck him. Raising and lower her hips, driving herself onto him, welcoming him deeper and deeper with each thrust. Andy aimed the camera between then, proud of the way his cock spread her pussy lips wide. He panned upward, past her heaving breasts, to her beautiful face, her dark hair swirling around her as she rode him.
Tracy smiled into the camera and gripped him tightly with her inner muscles. Her fluids were already soaking Andy's crotch and thighs, but she inundated him again, her smile slipping and her face contorting with lust, as another climax shook her lush frame.
"Cum," Tracy whispered, "Cum for me, baby, cum in me, fill me up. Want to feel you explode, want to feel you lose control inside me." Her quietly spoken erotic words, combined with the caresses of her inner muscles and the feel of her weight upon him, the sway of her breasts and the fact that he had coaxed numerous orgasms from his mother, finally all combined to set off Andy's own eruption.
His free hand fell to her waist and gripped tightly as his hips rose up, driving his cock deep inside her, lifting her slightly from the surface of the desk. Andy's cock swelled larger inside his mother and he felt the sweet pain that signaled release, and then he was emptying himself inside her with thick, shuddering pulses that sent viscous ropes of sperm-rich semen into his mother's depths. She made little gasping sounds with each contraction and expansion, as each heavy pulse impacted against the roof of her womb.
Andy collapsed against the desk, his sweaty head almost banging against the hard surface. Still, he managed to keep the camera focused on his mother. She leaned forward, her arms in a V that pushed her full, flushed tits into prominence. "I think you'll be getting that A+ Mr. Wilson," she said.
Andy flicked the camera off. He took a couple of deep breaths, set it down, and reached for his mother. She folded into him, wrapping her arms around him and laying her head against his shoulder, cheek to cheek.
"Love you," Andy whispered.
"Love you, too," Tracy whispered back. She shifted, kissed him lightly on the lips and sat backward. Andy almost groaned at the loss of her warmth and the touch of her lush body as she pulled away. He did grumble as his semi-hard cock slid free of her cum-filled pussy.
Tracy cupped herself and searched her handbag for her panties when Andy sat up. He hopped off the desk and began looking for his own clothes. In only a few moments, both mother and son were dressed and looking only a little sweaty and disheveled. Tracy brushed her hair while Andy collected his books and the camera and made a half-hearted attempt to wipe down the sweat and other bodily fluids marring the scene.