Satisfying My Mother

"Nikki honey, don't tease." She moaned.

Nikki! Damn that was hot! Not as hot as what happened next though. Mom sat back on her knees and whispered something I couldn't catch. Karen looked up at her and with a shrug, turned herself sideways on the bed so Mom was now kneeling on her left. I started to wonder why she asked her to move, but all thoughts were cut off, when Karen spread her legs, exposing her pussy to me. Up until now I'd only gotten brief glimpses of her in the dark, but with the room still bright and her facing me, I could see everything, including the small patch of blond hair over her pussy.

I got an even better view when Mom leaned over and sliding her hands between Karen's legs spread it wide open. Even from where I was sitting I could see she was wet and began to breathe through my mouth when Mom started running her red tipped fingers through Karen's pussy. Karen moaned softly and lifting her leg drew it back the rested it across Mom's back. Mom had rested her head just over Karen's pussy and I started rubbing my cock through my pants when her tongue slid out of her mouth and across her girlfriend's clit.

Mom turned her head and began flicking her tongue across Karen's pussy while two of her fingers disappeared inside her. I started rubbing my cock harder as Karen moaned and started thrusting her hips into Mom's fingers and tongue. Mom licked her pussy a little longer, then sat up. Karen groaned in disappointment and I wanted to as well. That feeling gave way to a thrill of excitement, as rolling over on top of Karen and sliding down between her legs; Mom started licking her pussy again.

The bad news was I couldn't see Mom work Karen's clit. The good news however, was I was now confronted with the incredible sight of Mom's perfect ass pointing directly at me. In order to stay on the bed, her knees were drawn up under her, and her ass was raised up.

"Oh goddamn," I whispered when I realized I could see her bald pussy winking out at me from between her thighs.

Karen was moaning louder and she now had both legs around Mom's waist. As good as that sounded, my mind as being taken over by the thought of stepping up behind my mother and driving my aching cock deep into that glistening pussy. My cock was so hard it hurt and not caring how bad it was, I unsnapped my shorts and unzipping them, reached in and took my cock out. I began slowly stroking it while Mom's ass started wiggling back and forth in front of me. As wrong as it was I yearned to grab her hips and give to her! But first I would slip my tongue into her from behind and....

Karen's legs tightened around my mother and she let out a high pitched squeal that caused my cock to twitch in my hand and I started stroking it faster. I could see Karen bucking wildly on the bed as she released another loud sound of pleasure. Mom was rocking back and forth and I could hear her moaning as well, moaning into Karen's pussy as she made her cum.

"Oh, oh Nikki yes!" Karen called out, "Oh honey, keep sucking that pussy, oh baby right there!"

I forced my hand to slow down, as I watched Karen writing on the bed. As bad as I needed to come, I wanted to do it while Mom came. I wanted to blow a nice big load while hearing my mother scream the way Karen had. It didn't look like I'd have long to wait. As soon as Karen had let her legs drop from Mom's waist, Mom climbed up on top of her and for a moment I got a glimpse of both their pussies, one right under the other.

Mom began kissing Karen and I could see their tits pressing together between them. Mom let out a yelp when Karen wrapped her arms around her and rolled them over so she was on top. My cock was throbbing in my fist when Karen, as mom had done, went to her knees and now it was her ass and pussy I was looking at. It looked damn good, and I could certainly see myself fucking her, but the desire was nowhere near as strong as it had been for Mom. Mom propped herself up on the pillows and I could see her starting to play with her pink nipples as Karen went to work on her. Mom moaned and closing her eyes let her head fall back.

That move was so damn hot; I had to stop my hand completely before I popped off. Mom's red fingernails were stroking those beautiful nipples and I swore I could feel them under my tongue. Damn I was sick, but at the moment who cared? Mom lifted her head, and opening her eyes, said softly, "That feels good baby, but you know what I'm in the mood for tonight?"

I didn't catch Karen's muffled reply, but Mom smiled, "Oh, you know what I need honey, will you give it to me?"

Karen sat up and leaning over reached into the drawer in Mom's night stand. As she did, Mom turned so that she was lying sideways on the bed again and spread her legs wide. Sensing movement, I looked back at Karen and my mouth fell open. She was fastening a belt around her waist and attached to that belt was a large rubber cock. Holy shit, she was going to fuck Mom! The thought had no sooner passed through my mind, when Karen, crawled between Mom's legs. Mom lifted her long legs, and placed her feet on Karen's shoulders. I could feel my cock pulsing against my palm as I watched Karen grab the dildo and guide it to Mom's pussy. She started sliding the head of it through the lips of her pussy and Mom whimpered, "Don't tease honey, just fuck me."

Those words caused my hand to start moving again and a moan slipped out of me when Karen drew her hips back and rammed the long thick dildo into my mother. There was no chance of my moan being heard over the loud cry Mom emitted as Karen buried that dildo deep inside of her. Karen held still, and then grabbing Mom's ankles started fucking her hard and fast.

"Yes!" Mom cried out, "Oh fuck me! Fuck me like I need it!"

My hand started moving faster while I watched Karen fucking her. Even through the lust that was clouding my brain, part of wondered why Mom as with Karen if she still wanted cock? Then again why did it matter? All that mattered was I was watching my mother get the shit fucked out of her by a hot blonde. Mom was lying flat on her back and again holding her tits and playing with her nipples. Karen spread Mom's legs out as wide as she could and started slamming her even harder.

"Hell yeah!" Mom screamed as Karen fucked her so hard I could hear their skin slapping together.

Karen's small, but perfect tits were bouncing and her long blonde hair was clinging to her sweating face. I could see her smiling down at Mom while she fucked her and could feel my cock again closing in on its release. Letting go of Mom's left leg, Karen placed her hand on Mom's pussy and started playing with her clit.

"Oh, right there honey," Mom called out, "Oh let me cum on the cock!"

Karen's hand was moving hard and fast and so were her hips, giving Mom short hard strokes. I pictured it being me between her legs, driving into her and giving her the real thing. Mom started releasing a series of sharp yelps as Karen plunged into her over and over again. Mom then gasped and throwing her head back howled, "Oh, yes! Oh don't stop, please don't....!"

Her words turned into a long scream of pleasure that was the sexiest thing I'd ever heard. Mom started slamming her hips up off the bed and into Karen's thrusting hips. Karen's fingers were still bust on mom's clit and she again let out a long squeal. Mom arched her back off the bed and with a long drawn out moan, paused, then collapsed onto the bed. Karen slid the dildo from her and I sped my hand up more at the sight of how wet it was. I was getting ready to come, when Mom said, "I want my favorite baby, please?"

"How can I say no to a beautiful woman?" Karen asked.

I paused in my stroking and watched Mom roll over onto her hands and knees and then turn to face the bathroom door!

"Oh, my god." I muttered as I watched her fold her arms on the bed and rest her chin on them. She raised her ass in the air and getting behind her, Karen grabbed her hips and drove the rubber cock hard into her. Mom's eyes bulged and she cried out, "Oh fuck yeah!"

My hand started moving faster than before as I found myself staring into Mom's wide brown eyes as Karen fucked her doggy style. Mom was moaning continuously and her mouth was wide open as Karen tore into her harder than she had before. Mom's eyes rolled into the back of her head and she called out, "That's right! Fuck that pussy! Fuck the shit out of me baby!"

I saw Karen lean over and reach around between Mom's legs. Mom gasped and Karen started fucking her faster, but with shorter strokes as she leaned over her back while she played with her. Mom closed her eyes and started whimpering as Karen fucked her and she moaned, "Oh, that is sooo good, just keep fucking that pussy honey, just.... Oh!" Mom opened wide and let out a louder scream than before as she came while Karen kept fucking her. "Yes," she cried out, "Oh, let me come on that cock, oh yes!"

I bit my tongue and barely held in a loud moan as my cock exploded in my hand. I pumped it furiously, cumming all over the floor while I watched my mother coming all over a strap on. Mom moaned again and then let out a low sexy purr and slid her legs out behind her. Karen pulled back and reaching behind her, removed the strap on. She leaned over and started gently kissing Mom's back. Mom smiled and rolling over onto her back put her arms out. Karen lied down with her and I watched, my cock still dripping, as they held each other, whispering and kissing each other softly.

Still kneeling, I reached up and grabbed a hand towel from the sink and began wiping up the mess I'd made on the floor. I tucked my still dripping cock into my shorts, and as I prepared to stand heard my mother say,

"Thank you baby, you know I love it with you, but sometimes I still get a craving for a nice hard cock."

I quickly left the room before my own cock started to rise again. As I silently passed Mom's bedroom door, I knew I would end up stroking it again; it was going to be a long hard night.

*****

I awoke to the sound of a familiar creak and for a moment wondered if dad were coming home from work. I shook my head to clear the sleep from it and looked over at the clock. Sure enough it was twelve thirty. My father had always worked second shift and I always used to hear him coming home, because of the creaky floorboard in front of my door. Even as a teen, I would still wake up and listen until I heard him come home. Since he had passed, I noticed I would still usually wake up around the same time, then after a moment of sadness fall back to sleep.

I lied there listening as this time I really thought I'd heard something. The noise didn't repeat itself and I closed my eyes to try to go back to sleep. It would take awhile, as it had to fall asleep for the night a couple of hours ago. I couldn't shake the image of Karen fucking Mom; I'd never seen anything like that, and the way Mom had gotten into it, why didn't she just find a guy? When I'd gone downstairs I'd quickly showered and going into my room so I wouldn't see Karen leave and get worked up again, I'd heard the shower upstairs running and through the thin floors could hear the two of them giggling.

The laughing turned to moaning and I lied there picturing them soaping each other up and playing with each other. I was hard again and thought about calling Jenny. She and I weren't exactly dating, but we had in the past and had a friends with benefits thing going. Spending some time with her would certainly be better than a night of spanking it. I called her and she said she was busy, but would call me back in an hour. While I waited for her I laid there replaying Mom and Karen's romp through my head, and must have fallen asleep.

When I awoke, it was after ten and glancing at my phone I'd seen Jenny had sent a text saying she was stuck home for the night, but was free tomorrow night. I could tell by looking under my door that there were no lights on in the living room. A quick peek out my partially open bedroom window showed only Mom's car in the driveway. I must have been out of it not to have heard her leave. I figured mom must have gone to bed or was upstairs reading. I stripped down to my underwear, slid back under the covers and after a few more nasty thoughts about what I'd seen fell asleep, which I hoped to do again now.

My eyes snapped back open as this time I did hear the floor creak outside my door. I sat up quickly and then jumped at the sound of a knock. I didn't answer right away and I saw my door open slightly, and heard Mom say softly, "Kenny you awake?"

"Yeah," I answered, "You okay Mom?"

The door opened wider and Mom poked her head in.

"Not really, I need to talk to you Kenny, can I come in."

"Of course," I sat up straighter so my back was against the headboard, "Come on in."

Mom entered the room and as she closed the door behind her, I saw in the dim glow cast by the street light outside my window that she was still wearing that short red robe. As she made her way over to the bed, I made sure that the covers were gathered in my lap, in case I couldn't keep my cock under control. That seemed inevitable as Mom turned on the small lamp on my nightstand before sitting on the edge of the bed and facing me. I immediately looked down to the bed as once again her robe was tied loosely.

"So, umm what's up?" I asked, besides my cock which was already stirring at the sight of her bare thigh and the thought that Karen had been between them earlier.

"I need to talk to you, honey."

"About what?"

"I need something from you." Mom said, "But first I want you to look at me while I'm talking to you."

I nodded and slowly lifted my head up. Oh, fuck me, I thought. At the angle she was sitting I could see into Mom's robe where almost her entire left tit was visible. I turned my head to the side so I was facing her, but not quite looking at her. "What do you need?" I asked, trying not to sound nervous.

Why can't you look at me?"

With a resigned sigh, I looked straight at her and managed to keep my eyes on her face. Although there was nothing inappropriate about it, her face was not much of a refuge. Mom looked damn good, her long hair was down and there were some curls framing her face, her big brown eyes were looking into mine and her full lips were pushed into a playful pout.

"That's better, for a minute I thought you didn't want to look at me."

"Oh, no it's not that," I shook my head, "But uh, your robe's kind of loose again and..."

"So?" she asked, raising her eyebrows.

"Well...." I took a deep breath and tired to stay calm, this was picking up right where it left off. "Like you said, I don't really need to see your boobs and..."

"You don't want to see my tits?"

"Of course not!" I forced myself to laugh, "I mean you're my..."

"You didn't mind looking before." She gave me that sly smile that she'd used earlier.

"No, I mentioned your robe was undone before."

"I'm not talking about downstairs Kenny."

"Then what...."

"I'm talking about you watching me and Karen from the bathroom." her smile widened, "You didn't seem to mind looking then did you?"

My stomach twisted and I looked away from her. Lame as it was I whispered, "I don't know what..."

"Don't even try it." Mom laughed, "Now look at me."

I hesitated and jumped when I felt Mom's hand on my cheek. I let her turn my head to face her and saw she was smiling.

"Don't worry baby, I'm not mad."

"Y...you're not?" I stuttered

"Nope," Mom said, and then leaning forward, whispered in my ear, "I like it."

Before I could respond, I gasped, when I felt Mom lightly kiss my neck just below my ear, before sitting back

"I like that you've been watching me Kenny, and I know you have, I heard you a couple of weeks ago."

"You did?"

"Hmm-mm." she nodded, "Why do you think the door knob happened to fall off? I wanted to give you a better view."

"Mom that's...." I tried to come up with something then finally blurted out, "Wrong!"

"And watching your mother fuck her girlfriend isn't?" she asked.

I blushed furiously and put my head down again.

"Not to mention the way you've been looking at me." Mom continued, "I see you looking Kenny, you look at my legs and my tits and I... I love it!"

This was a dream it had to be, a wet one at that. Any minute now I'd wake up with a hard on and jerk off and... I looked up to see Mom smiling softly at me and managed to choke out, "You do?"

"I do. I always loved you looking at me. When you were younger it was cute, you thought I was your pretty mom, but when you got older," She smiled again, "You were looking at me like a hot older woman weren't you? The way you've been looking at me lately."

"Mom, I'm sorry!" I exclaimed, "I don't know why I've been thinking of you like that and..."

"It's okay baby." She said and patting the bed said, slid down a little.

I hesitated, and then pushed myself down the bed until I was next to her. Mom turned and swinging her legs up on the bed, was now facing me. Unable to help it, my eyes trailed down to her long tanned legs stretched out on my bed. Reaching out, Mom put her hands on my shoulders and said, "I like that you've been looking Kenny, because it tells me that you want me."

"I..." I stopped. Sure I'd been fantasizing, but it had never occurred to me that I would really want to. "I don't think I...."

"Kenny, I want to tell you something important, but first I want to ask you something."

"Okay." I said quickly glad to be getting off the hook for the moment.

"You saw what Karen was doing to me?"

"She was doing a lot of things." I said then felt myself blushing again.

Mom laughed and gave me a huge smile, and as nervous as I was I gave her a small one back.

"You know what I'm talking about, when she was fucking me."

I swallowed hard, just hearing her say it had my cock rising under the covers. I didn't know what the hell was going on, but Mom looked damn good and didn't seem upset and as she began to speak my eyes again found her tits that were almost falling out of the robe.

"I'm really enjoying being with Karen, but every once in a while I need to feel it, Kenny, I need to feel something inside of me."

"Then why not find a guy?" I asked, "There are plenty of guys who would want to."

"I'm going to tell you something that up to now I've only told your father."

She had said that last part quietly and I looked up to see she now looked serious.

"What is it Mom?"

"Back when I was a young girl, my mother remarried and he...." She put her head down. "He hurt me.... In that way."

"Oh my god." I whispered.

Mom nodded and I could see her eyes starting to fill up. Forgetting about what we'd been talking about I slid closer and put my arm around her shoulders.

"I'm sorry Mom." I said softly.

"It's okay, it was a long time ago." She sighed, "But because of it I was afraid of men. I was a pretty girl and a lot of guys asked me out. In the beginning I tried. I did want to be with them, but anything past a kiss I would freak out. I got scared."

She paused and leaned her head on my shoulder. I pulled her closer to me and sliding her arm around my waist she said softly, "You feel good honey," she hesitated and added, "I love you Kenny."

"I love you too Mom," I gave her a kiss on the top of the head.

"Well guys my age didn't get it, they didn't want to deal with issues so I was always alone. That's when I ended up meeting a girl and I..." she shrugged, "Started being with them. I was with girls for a few years then met your dad."

She leaned in closer and sighed.

"He was so sweet and there was something about him that I trusted. I let him take me out and after awhile I trusted him enough to tell him what happened. He said he would wait no matter how long it took," she looked up and smiled at me, "He said I would be worth the wait. It was a long wait. We dated for close to a year before I let him try and I thought I wouldn't be able to, but he was so sweet and gentle and..." she trailed off.