The Closet Surprise

She had me trapped. What could I do, push her hands away? I wouldn't have anyway, Arlene and I frequently played with each other's breasts. But by Arlene starting the breast play, this gave Steven his in. I knew he wanted to get his hands on my breasts, and now it appeared he was going to.

Steven moved toward me. "Aw Arlene, what are you talking about, I think your boobs are great! They look really good in that red sweater you wear." I could tell he was being sincere. In a way it made me feel good, because when he said that, Arlene's face lit up. She was a little self conscious about her breasts. And, he was right, I knew the sweater he was talking about. It made Arlene look like a Playboy bunny.

As he moved closer, Steven moved his hands toward my breasts. Arlene's hands were quickly replaced by his. What could I do? I had to stand there. He hefted each one, judging the weight. Then he squeezed them, gauging their firmness. My body moved a little bit as he manhandled my breasts. I always loved the feel of a man squeezing and fondling my breasts, and it was no different now, even if the man was my own son. My nipples started to harden, a fact not lost on Steven.

He was now lost in lust. He just stared at my breasts as he massaged them. I looked in his eyes and he wasn't focused on anything other than my breasts. All of a sudden, I felt something brushing up against my lower belly.

I looked down and saw Steven's raging erection. His penis had become erect, and as it did, the plum sized head brushed against my stomach. I gasped a little bit and pulled away. Seeing it this close made it looks three times bigger than when Arlene gave him that blowjob. A dollop of pre-cum had formed at the tip of his cock. It was a very erotic vision, seeing that huge missile, looking for it's home. He, on the otherhand, hadn't noticed a thing.

I went to speak, but had to clear my throat before I did. I wanted to try to deflect the attention to Arlene.

"Ah, Steven, Arlene, don't you two have a wager to settle? It looks like Steven is ready to go."

"Yes!" cried Arlene, "let's get started!"

Steven reluctantly let go of my breasts. He looked a little disappointed, but the disappointment left his face when Arlene got on her knees and started sucking his cock. She sucked for about ten seconds, then stopped.

"Oh, sorry Linda, would you like to go first?" Saying that made the whole thing sound a bit comical. Here she was, on her knees, with an eight inch erect penis inches from her face. She stopped what she was doing to ask me if I wanted to go first, as if we were in line for a buffet.

"No, that's okay Arlene. You go first. I think I'm in the mood to watch for a little while."

With that, I sat down in the armchair and watched. There was a big pillow on the chair, so I pulled it on top of me, finally getting to cover my naked body. As if it mattered. I was covering myself, but only after I had had a naked 10 minute conversation with my son, during which time he fondled my breasts. So much for covering up!

Arlene worked Steven's penis like the expert she was. Her head moved like a machine, back and forth over his engorged organ. Slurping sounds soon emanated from her mouth. She was making Steven's cock nice and wet, and he was loving every second of it. Steven reached down and fondled Arlene's breasts. She moved her arms so he'd have easier access to them. You could tell they had done this many times before. Many times, on all those Friday and Saturday nights, when Steven told me he was just "going out."

After a time, Steven pulled out of Arlene's mouth. Still on her knees, she looked up at him with an almost pleading look in her eyes. Steven got on his knees and gently pushed Arlene on her back, right there on the carpet next to the bed. Since they didn't go to the bed, they were even closer to me than they were in the closet. Their heads were faced away from me, so I had a clear view of each of their private parts. Arlene was lying down now, and Steven was on his hands and knees. He was slowly moving up her body, kissing it as he went along. He lingered for a while at her breasts, sucking on each of her hard nipples for quite a while. As he did this, his cock sort of floated in mid air. It was so hard, it just stuck out from him like another appendage. It swayed from side to side, in response to any movement of his body. His balls hung loose, apparently still filled with semen, even though Arlene had made a gallant attempt to empty them a few minutes earlier.

I couldn't believe that I was witnessing my son in this position. I never thought I would have seen the day, but here I was watching him about to have sex with my best friend. I thought that I'd watch them screw for a little while, then get up and maybe tell them I was going out for some water. You know, let them think that their little show had gotten me so hot, that I had to get up for a drink. I'd leave the room, then gather up my clothes and get out of the apartment. I wanted them to be in the middle sex, so there wouldn't be any chance of them wanting to come look for me if I took too long.

Steven positioned herself over Arlene. As he did, she drew her knees up to accept him. She placed one hand on his hip and the other hand on his penis. She rubbed the head up and down against her wet slit. When she thought Steven's head had been lubricated enough, she stopped moving it and placed it at the entrance to her pussy. Steven flexed his body, and the head of his penis slipped into Arlene. With the head in, Steven repositioned himself a little bit and prepared for a full thrust. He didn't waste any time. With one push of his hips, and, thanks to Arlene's sopping pussy, his entire cock entered Arlene. Alrene let out a long, deep groan.

"Ohhhhhhh!," groaned Arlene. Steven looked at her and smiled.

"Are you ready for the best part?" Steven asked her.

"Yes," moaned Arlene. "Fuck me please! Fuck me with your big dick!"

With that, Steven pulled his penis back. I could clearly see Arlene's juices glistening on his shaft. As he slowly pulled his penis out, Arlene's pussy moved with him. Her pussy was so tight around Steven's shaft that it looked like a doctor's surgical glove around a wrist. His girth must be much bigger than it seems.

Steven then started fucking Arlene like a true stud. He began slamming his hips against her with all his might. I watched intently. His balls were slamming against her ass. Arlene was thrashing about under him. After about 10 strokes, Arlene began the repetitive groan that I first heard that first night we met at Hedonism. When a guy is fucking her, and she's really enjoying it, she starts saying, "Oh."

Not just "Oh." It sounds more like "owe", as in "You owe me money." Only she doesn't say it once. She says it for every stroke.

Arlene was right in the groove. "Owe!, Owe!, Owe!, Owe!, Owe!, Owe....!", she moaned. I had heard that moan many times. She said she never moans when she has sex, but there she was, moaning for all to hear. I guess she can't hear it in the midst of the act. At least I had a witness this time.... not that I'd be able to use him.

I knew that this was the perfect time to leave. If Arlene never hears herself groaning, she certainly wouldn't see me leaving. Steven might see me get up, but if he said anything (which I doubted), I'd just tell him the glass of water story. The trouble was, even though I knew it was a good time to leave, I couldn't make myself get off the chair. The longer I stayed, the better it got. And like an internet porn junkie, I told myself this next few minutes would be the last.

Every time I tried to move, Steven would go to a different variation of the missionary position, which would cause me to stay. For every position, I thought of how I'd done that one before. Until he got to one I had never seen before. All of a sudden, Steven stopped. Keeping his cock in her, Steven grabbed Arlene's legs under the knees, and pulled them up so the backs of her legs were against his chest. He then moved forward, putting one hand on either side of Arlene's head, and hiked himself up on his toes. Now, only his two hands, and the toes of his feet were holding him up over Arlene. This move had the effect of pushing Arlene's legs back toward her body. Her feet were locked over Steven's shoulders. They were face to face, with Arlenes' legs forming a barrier in between them. I had never seen this before. I decided to watch this one for a while.

Steven started pumping his body into Arlene. His shaft was glistening with Arlene's pussy juices, as it slid up and down in Arlene's cunt. I couldn't believe it. His penis was like a piston sliding in and out of a shaft. Arlene's moans became louder and more throaty. I knew she was about to come. Steven was plowing here like there was no tomorrow. It was a wonder that he hadn't come already.

While all this was going on, I had totally forgotten about my plan to leave. I also noticed that my hand had wandered down to my crotch, beneath the pillow. While Steven and Arlene had been enjoying the sex, I enhanced my viewing experience by massaging my clit. The more Arlene moaned, the harder I rubbed. Before I knew it, I, as well as Arlene, was on the verge of a climax.

The next thing I knew, Arlene was screaming in ecstasy. Steven had made her cum, simply by fucking her. I watched her writhe in pleasure under Steven's beautiful body. He kept pounding his penis in her as wave after wave of orgasmic pleasure rippled through her body. It got to the point where Steven had to stop thrusting so she could stop thrashing about.

Steven stopped and looked at Arlene, who was all flushed and sweaty. She had a huge grin on her face and looked as if she had just run a marathon. She held Steven's face in her hands and kissed him deeply on the lips. Then she told him, "Thanks lover, but I need a while to recover. Why don't you work your magic on Linda for a while?"

When I heard my name I snapped out of my trance. I stopped rubbing my clit and realized that I had never acted on my plan to leave the room. I also realized that I had shifted down on the chair, with my legs splayed wide apart, with nothing but the pillow covering my hand and crotch. I then noticed Steven looking over his shoulder at me.

Steven immediately moved off Arlene. I heard his still erect cock slide out of Arlene's drenched pussy. Steven quickly stood up, as if somehow knowing that if he didn't act fast, the opportunity to have sex with me would be lost. I admired his beautiful body. My gaze fell over his sinewy chest, down to his well toned abs. His thighs were tight and well formed. But in the middle of all that firm muscle was the biggest and hardest penis I had ever seen. It had me in a trance-like state. Strangely, I didn't move. I just sat there, naked, with my legs open and only a pillow between my pussy and Steven's raging hard on.

I couldn't move. I didn't want to move. The images that I had just seen in front of me acted like ropes that bound me to the chair. I couldn't take my eyes off Steven's cock. I knew that I should have moved and covered up, but I just couldn't. The urge to experience that iron bar penis was just too much.

I knew if I looked at Steven's eyes, I'd communicate my assent to him. If I didn't look at his eyes I thought, it wouldn't happen. Strangely, the roles were now reversed: While Steven was looking in my eyes for any signal of my assent, my eyes were glued to his erect penis. But I was getting weaker. I wanted that penis in my pussy so badly to bring me to orgasm, that I betrayed myself. Slowly, my gaze lifted up, and I met Steven's eyes.

He stared into my eyes and I into his. I don't know what was going through his mind, but I'm sure he decided to wait a reasonable amout to time to see if he could guage any objection from me. I knew one thing: My eyes didn't say yes to him, but they didn't say no.

With that, and with Arlene quietly moaning on the floor, Steven started moving toward me. I could see his cum smeared penis bobbing in the low light. When he got to the edge of the chair, he quickly stooped down and, grasping it at the ankle, raised my right leg. He lifted my leg high, almosting lifting my ass off the chair. I let the pillow drop – or did I throw it? - to the floor.

Steven now had me opened up, open for whatever he wanted to do. He crouched down, grabbing the base of his penis. He moved his penis to the entrance of my vagina. I couldn't believe this was happening, but I had no control over it. The urge to experience the great sex, coupled with the excitement of something so taboo and decadent, clouded my ability to do anything.

I then felt it. I felt the tip of his penis rubbing up and down the lips of my pussy. He was getting my pussy fully lubed up for his entry. A few seconds later, I felt the tip of his penis spread the lips of my vagina. It was happening.

At that point, I looked in his eyes and he looked in mine. We both knew we were at the point of no return, the point where we both could stop it all and say, well, things got a little out of hand, but at least we didn't fuck. It was clear neither of us wanted to say that.

With one move of his supple body, Steven quickly entered me. I couldn't believe the sensation. My head automatically fell back, and I let out a deep, guttural moan. It was unbelievable! His cock touched me in places that hadn't been touched in a long time. Then he started stroking, stroking like it was the last sex he was ever going to experience. I really don't know, but I think that it was on his third stroke that I exploded in orgasm. At that point, I dropped any pretense of holding back. My hands roamed all over Steven's body. I felt his back, his firm ass, his shoulders. I was in heaven. I even reached up and presented my mouth and tongue for him. He reached down and sucked on my tongue, and I on his, and all the while he was pumping away at my soaked pussy.

I just watched as he pummeled my body with his. My fat breasts rolled up and down on my chest with each stroke. The flesh on the thigh of my upright leg rippled with every slam of his body against mine. I could feel his penis hitting the back of my vagina. His tongue was deep in my mouth. I could hear the wet sloshing of his penis in my soaked pussy. The scent of my sex filled the air.

By now, Arlene had recovered. She had moved up off the floor and was kneeling next to the chair. She watched Steven's cock hammer me mercilessly. She was rubbing me all over, feeling my breasts and twisting my nipples. When Steven wasn't kissing me, she was.

"Isn't he the best?", cooed Arlene. I could only nod and moan in agreement. Arlene moved her hand down to my pussy and placed her hand over my clit. She let two of her fingers move to either side of Steven's pumping penis. As Steven pushed through Arlene's fingers, it caused her hand to stimulate my clit with each stroke. It also gave Steven the added sensation of her fingers "gripping" his penis.

I knew Steven was getting close. His groans were getting louder and his strokes were getting faster. I could feel his penis expanding inside me. Although I was lost in the lust of the moment, I still had the presence of mind to think about the eventual outcome. If things kept going the way they were, very soon my own son would come inside me. Although I had gone this far, I didn't want that to happen. Even though I was 46, I was still getting my period. I was on the pill, but nothing is foolproof. The last thing in the world I wanted was to get pregnant by my own son. I was taking enough chances without a condom, and after seeing how much semen he put out when Arlene sucked him off, I knew I'd be taking a huge load.

It took me all my strength to form the words. I had to be careful, because in the condition I was in, I didn't want the wrong words to come out. "Steven," I whispered. "Don't come inside me. Come on me."

Steven freaked when I said that. His eyes got to be the size of saucers. He started pumping faster and moaning louder. I think the experience of hearing his own mother, at the same time giving him the green light to come, and, on top of that, to come all over her, pushed him over the edge. What little reservation he had to fucking his own mother was obliterated when I told him to come on me. He gave five or six final thrusts, then, with a bellowing scream, pulled his penis out of me.

I watched as he moved his hand to his massive organ. He started stroking it ferociously with his hand. Arlene giggled and moved her face next to mine - into the line of fire, so to speak. (She loved it when a man came on her!) I didn't know whether to move out of the way, or stay where I was (I also enjoyed having a man cum on me!). Steven was stroking his penis at light speed. All of a sudden he stopped stroking and groaned. The first blast of cum fired out of his penis and flew over both of our heads. I'm sure that it continued over the chair and hit the wall behind us. He continued stroking his penis, but ever so slightly, directed his penis downward. He was aiming for Arlene! The next blast of semen soon followed the first. This one was about six inches long and hit Arlene directly on the head. The first two inches landed on her forehead, and the rest of it landed crossways on her face. She had a line of cum streaking from her hair, across her nose and across her mouth. I'm sure a big dollop of cum wound up in her mouth.

I was just staring at Arlene, when out of the corner of my eye, I saw Steven make another adjustment. He turned his penis just a little bit to the right. He was aiming for me! It was my turn to get a shot of cum! I couldn't believe it! Not only did my son fuck me, he was about to loose his load in my face! Before I could do anything, I could see the cum coming out of the tip of his penis. Since I was directly in front of him, it caught me square in the face, just below my nose. The great force of his cum surprised me. The shock of it caused me to open my mouth, and his cum dripped into it. The next shot immediately followed and hit the back of my throat. Without thinking (I was still caught up in the sheer lust of the moment), I swallowed the cum. As I swallowed, I watched the remainder of Steven's cum shoot from his penis, all over my breasts. As soon as it landed, Arlene reached over and began licking his semen from my breasts.

Steven, out of breath, fell backwards and landed on the bed. He was breathing like he had just finished an Iron Man competition. Arlene was still licking the cum off of my heaving breasts. I too was breathing heavily, after having the fucking of my life. I've had some great sex, but the sex I just had had to be the best. The only reason it was so great had to be due to the "taboo" factor.

Arlene finished her licking, got up and jumped onto the bed with Steven. She started kissing him with her cum smeared (his cum) mouth. Soon, they were laughing. Apparently, it was a great time for them, as well. They looked over at me and beckoned me over. I got up off the chair and walked over to them, admiring both of their sweaty bodies. Arlene still had Steven's cum on her face. She was kissing him all over. When she got down to his penis, she put it in her mouth, cleaning all my juices off of it. I put my hands on my hips and started laughing.

"Well I guess you two had a great time!" I said to both of them.

"I know I did!" winked Steven.

He put his hand out to me. I took it, and he pulled me to the bed. He pulled me over him and Arlene, who was still licking his cock, and had me lie down next to him. He started kissing me and made his way over to my neck. I didn't resist.

"God, you're a great fuck," he whispered in my ear, as he squeezed my ass.

"So are you, baby, so are you," I replied. We looked into each other's eyes and smiled. I smiled, even though, at the back of my mind, there was the guilt of having committed incest with my son. Still it was the best sex I had ever had, even if it was with my son.