Totally Magnificent Millie

Max's eyes were closed, and he continued to hump the bed with more and more vigor. Millie finally realized how exaggerated his motions were, but thought that he was so far gone in his sexual fantasy that he didn't realize she could notice what was going on. Her busily working fingers quickly caused his towel to slip from his ass, and now his bare ass was exposed to her eager eyes.

"Ugh, Mom ... " Max groaned as she slid her hands onto his parted thighs. His legs parted even more, offering a full view of his swollen testicles.

"Does -- does this feel good?" Millie asked weakly. She worked on the insides of his upper thighs, her knuckles brushing against his sensitive balls.

"Much better, Just keep that up ..." And he humped the bed even faster and harder.

"Remember when I caught you in the bathroom, and got mad at you? Well, I was upset. It was a terrible thing for me to do. Playing with your penis is perfectly normal, just like breathing."

Max said nothing, but his hunching slowed a bit. Millie's hands continued to mold the supple flesh of his ass, but she did it absent-mindedly while she attempted to find the right words. "And when you masturbated, and got excited and squirted your stuff, well, that's what happens when you're a growing boy, I guess."

She waited for him to say something, but only silence punctuated by an occasional moan answered her. He just kept humping the bed, and Millie gave in and bent down and shamelessly admired her boy's big balls. Their heat hit her face, and their strong male scent filled her nostrils, and her lips went dry with desire.

"Ohhhh," she moaned softly, and wet them, then left her tongue out and, where her knuckles had bumped, she briefly touched with her tongue tip.

As she'd hoped, Max, didn't notice the light touch, and now she knew what his balls tasted like! Oh, God, she must be sick! How could she have done such a depraved, sinful thing! But the exciting nearness of his cock, and the memory of its impressive size and strength beat down her lingering conscience.

"Max, you're playing with yourself right now, aren't you?"

There was a moment of silence, then Max said, without opening his eyes or halting his movements, "Yeah, I, uhh, I can't help it."

"I understand," Millie whispered. Then she added, "I touch myself, too!"

She hadn't meant to tell him that. It had just come out, and now it was too late to take it back. On a sudden impulse, somehow knowing it was now or never, she took the plunge. She cupped her son's hot, spongy balls and rolled them like dough between her sweaty palms.

Max jumped and groaned, and she whispered, "Would you like Mom to help you along?"

Max's body went rigid as his beautiful mother's soft hands played with his aching balls. He'd never thought anything like this would happen. He'd thought that's all daydreams were -- daydreams. He was finding out that some daydreams, or maybe wet dreams, come true, if you have enough faith.

Millie took one hand from his big balls and slid it under his belly until she felt the heat of his cockshaft against her palm. Then she made a loose fist and let him fuck her hand while she rolled his balls and tugged on them.

"Jeez!" Max cried. "Mom!" And he rolled over onto his back.

Millie had to let go when her son rolled over, but as soon as she saw his massive limb swaying heavily before her, she grabbed it again and rubbed it slowly up and down.

"My balls, my balls!" Max cried.

Millie's other hand reached for her boy's hefty balls, but her eyes were glued to his enormous, throbbing cock. The spongy, purplish head of that nine-inch wonder was shiny, and its wide slit was drooling clear streams of pre-cum.

"Uhhhh, Mom," Max groaned as Millie's soft fingers squeezed a bit too hard.

Millie felt her stiff clit twitching. Her throbbing pussy was already overflowing with her fragrant juices. She wanted more, but couldn't bring herself to release his cock and balls long enough to make her needs known. The muscular heat of her son's hard-on burned the mother's sweaty palm. Even the juice seeping from his piss-slit was hot! She felt the cords and veins of his wrist-thick cock, and felt her senses reeling.

Frantically, she grabbed Max's enormous cock with both hands and began pounding it with insane force. "Cum, cum!" she chanted mindlessly, her glazed eyes focused on the expanding knob. "Come on, Son ... shoot off all over me! Give Mother your seed!" The side of her bottom fist hit his balls on every powerful down stroke, making him grunt.

Max went wild when he heard his mother begging him to squirt his load all over her. He saw her creamy tits jiggling half out of the tank top, and the realization that he could now do what he pleased suddenly hit him. With a groan, he lifted his upper body and buried his face in their soft, spongy cleft.

"Ohhhh, Mom!"

The sound of Max's voice muffled by her warm, scented tit-flesh excited Millie so much that she took a hand from his cock and ripped off her top. There was an actual physical relief at having her heavy tits jiggling freely around her son's hot face.

"Yes, yes!" she cried, shaking her shoulders and massaging Max's cheeks with the inner curves of her swelling flesh. "Suck them!" she begged, lifting one and guiding it to his lips.

The minute Millie felt the liquid heat of her son's mouth surround one stiff nipple, her clit stiffened and twitched. Her hungry, throbbing pussy was already overflowing with slippery, fragrant cunt-juice.

"Mmmmm!" Max moaned around his mother's huge nipple. His senses were like overloaded circuits as he filled his hands and mouth with his mother's huge, rolling tits while her soft fingers threatened to pull the cum right up out of his swollen balls.

Eagerly, he kneaded her creamy, spongy tits while nursing her fat nipple. The heavy, satiny globes felt like nothing else he'd ever experienced. Soft, so very soft on the outside, but with a firmer core. And her nipple! It was so wide, so hot, and the wrinkled, goose-pimply skin surrounding it so rough, that his tongue went crazy.

"Mommmmm!" he cried through the fullness of one tit. "Gonna come!"

Millie heard her son's almost painful cry, but she would have known he was about to cum, anyway. His thick, jerking cock was trembling beneath her squeezing fingers, and she felt the cockshaft suddenly shrink, then swell again. His purplish cockhead grew even fatter, the eye opened wide, and Millie pumped faster.

"Uhhhhnn ..."

Max's spasming prick jumped in his mother's small hand, spewing a succession of creamy wads onto her belly and tits. The hot, sticky jizz pooled on her big, shaking tits and then dripped onto her thighs. Millie continued to milk her son's fat, softening cock as thin, watery cum-oozings dribbled over her fist.

Max had thrown back his head and collapsed on the bed as his cock erupted in his mother's fist. He'd never come so long and hard, and his balls felt great, pleasantly tired, as if he'd jerked off three or four times instead of just once. He looked down at his sweaty, cum-smeared groin.

"Mom?" he said as she continued to pull on his heavy cock.

He slowly reached between her jizz-dotted thighs, and Millie spread her legs for him. Her panties were soaked with her cunt juice, and her inner thighs were shiny. Max could smell his mother's musky pussy, and his cock sprang to life. His cock hard, his body burning with a lust he'd never felt before, the teenager grabbed his mother's last scrap of protection and ripped it from her body.

"Oh, Jeez!" he exclaimed, staring at her exposed cunt. She appeared quite hairy to him, but the fat pink lips of her pussy jutted boldly from the center of all that soft, thick hair. And at the narrowing folds at the top of her slick cunt he could see a throbbing, finger-like protrusion. He touched it.

Wide-eyed, hardly believing such a thing was actually happening to her, and that she was allowing it to happen, Millie moaned and gave in to her sons inquisitive fingers.

Max looked up and saw his mother's eyes close, and at the same time he felt her lift her cunt toward his fingers. Happily, he let his fingers dance up and down the slippery, hair lined labia of his mother's pussy. Puddles of cunt-juice collected beneath her big soft bottom, and her churning hips soon smeared the juice in wider circles.

"Inside, put your fingers inside ..." Millie moaned almost incoherently, stretching her legs out and sagging to the bed. Max saw her big tits softly spreading over her chest, rolling toward her arms; he caught one in his free hand and held it.

"Ohhhh, God, that's good!" Millie cried as her son finally inserted a finger into the hot, clasping mouth of her dribbling cunt.

"Mmmm," Max groaned as he felt the hot, rippling walls of his mother's cunt squeezing his middle finger. Her clit palpitated and jerked.

"Uhhh, huhhhh!" she grunted loudly. "Coming!" And then the spasms struck and her huge tits rolled and slapped together. Max watched his mother hunch and writhe around the finger embedded in her cunt. Most of his hand was surrounded by wet hair, and it looked as if some small, furry creature were devouring it.

Max dropped his mouth to her big, crinkly nipple again, scraping his teeth over it before descending. His tongue washed her soft, fleshy undersides until her big tits glistened. Then he began kissing her belly.

"Ohhh, Max!" Millie squealed when she saw what her boy was heading for. Her hands dropped to his curly head, cradling it as she shivered with anticipation.

"Are you sure?" she whispered, as his lips brushed the top of her cunt.

"I've got to, Mom -- I've just got to!" he whispered urgently in reply, pressing his lips hard into her flesh, into the mound above her pussy.

"H-here, let me," she cried, releasing his head and spreading the fat, pouting lips of her anxious cunt, peeling them to the sides and lifting her ass.

"Please, Max," she moaned. "My clit. Do my clit."

Max groaned and buried his face in his mother's pussy-flesh, tasting for the first time her sweet, musky juices. His lips felt the long, hard finger of her clit and kissed it, then drew it in and sucked on it.

"Ahhhh!" Millie gasped. "Oh, God! Max!"

The cunt-crazed teenager slid his palms under his mother's big ass and gripped her soft cheeks. His fingers slid into the asscrack, feeling wetness and heat, and he stroked back and forth until he brushed against the hot, tightly clenched mouth of her anus.

Millie moaned and her knees lifted shakily. Then she drew them up and pulled them against her trembling tits. Now her son had complete access to both of her lower holes. She thrilled to the forbidden touch on her asshole, moaned as his palms pushed her already spread asscheeks further apart, then wailed loudly as her son's head lowered.

"Ohhhh, Max! No! That's dirty, don't!"

She choked and swallowed whatever she was about to say as Max's hot, wet tongue laved all around her sensitive asshole. Her mind protested weakly, but her body betrayed her and she kept her knees up and hunched her ass at her boy's face.

Max loved the way his sexy mother responded to his tonguing, and he fastened his lips over the pouting ring of her smooth asshole and flicked his tongue-tip over its sunken center.

"Wahhhh!" Millie cried as the tickling torment surged through her sensitive asshole.

"Don't stop! Don't stop!" she cried, bringing her fingers to her straining clit as Max sucked and probed her shitter. She wailed, thrashed and shook as her clit exploded and her asshole contracted sharply. Spasms tippled through her bowels and cunt and she writhed and moaned on the bed like a madwoman.

Max's handsome face slowly appeared, flushed and wet, watching his mother as her spasms subsided and her huge tits shivered into place. He bent and lovingly placed a tender kiss on the tip of her clit.

"Ohhh, Max!" she groaned, seeing the love and excitement on his face.

"Was I good, Mom?" he asked. "Did I do it right?"

"Oh, Max, you were wonderful! The best ever! I-I've never come so hard"

"My God, Max!" she exclaimed. He was stroking his enormous cock and pushing it toward her hand.

"Do it for-me again, Mom!" he cried. "I've just gotta come!"

Chapter 4: Finale

"Aren't you tired of jacking off?" Millie asked teasingly, parting her knees and lifting her ass a bit.

Max stared at her swollen, thick lipped cunt. It was surrounded by a thick forest of matted, dark curls and looked positively alive as she tightened her vaginal muscles so that he could see the control she had.

"Awww, Jeez!" Max whispered as his mother's cunt drooled. He jumped on top of her full-fleshed body and jabbed for the opening. Millie reached down and grabbed her boy's big fucker.

"Ahhhh," Max sighed as his fat, purplish cocktip was surrounded by the heat of her thick pussy lips.

"Come on, Max," Millie grunted, pumping her cunt up to the cock urgently, "Bring it on. Shove it hard, honey, shove it hard!"

Max moaned at the heat and tightness surrounding his prick, and tried to get it all in with one thrust. Millie groaned and spread her legs wider. She was well-greased, and Max certainly was hard enough, but she was just too narrow for a quick fuck. They'd have to work it in, she thought -- just like the first time, on her honeymoon.

"Uhh, that's it," Millie sighed as Max began moving from side to side, widening her creaming cunt. She moved her hips in response, her plump asscheeks trembling as they lifted.

"That's it, Mom!" Max cried as his mother wrapped her legs around his waist and pushed down with them at the same time that her hips hunched up.

"Harrrrrr ..." Millie screamed in an agony of lust. The entire length of her son's massive limb had shot into her cunt. Now his heavy balls were rubbing her asscrack, tormenting the soft, sensitive flesh as he continued to rotate, stirring her bowels with his enormous cock.

Max pushed up on his elbows, watching his mother's meaty tits jiggle and roll with her wild movements. He couldn't take any more, and pulled back so fast that Millie groaned.

"Oh, Max, slow ... take it slow," she pleaded, feeling as if her pussy had been turned inside out.

Max gritted his teeth and slowly sank his cock back into the jelly-like softness of the narrow cunthole. He'd never felt anything so great in his life. She'd lift up to meet his long thrust, and his balls would slap against her soft asscheeks. Then she'd milk his prick with a slow, rippling squeeze that threatened to suck all the cum out of him.

The more the boy lunged into his mother's cunt, the more his speed increased. She wasn't as tight now, but he was so big that it was like a normal-sized guy fucking a virgin.

Max was ramming her hard, making her gasp and moan and whimper as his heavy balls banged her ass. His eyes darted from his mother's huge tits to her face, watching her reactions to his every movement. His cock felt longer, harder and thicker than ever, as it sliced through the swollen lips. He lifted up and looked down at his prick as he pulled back.

It slithered out, thick and oily, looking far too large to punish his mother with, but she'd tightened around the cockshaft just behind the bulbous cockhead, preventing him from leaving. She panted and groaned and hunched up at him. He watched her juices ooze from her stretched muscles as she swallowed him up.

"Oh God, it's good!" Millie cried. "It's never been so good! Fuck me, fuck me!"

When his mother pumped up, Max slammed down.

"Harrrrr ..." The boy saw his mother's mouth open wide, her eyes roll up in their sockets; then her screech reached his ears. Her hips bucked, weaved, and shook as her body arched sharply, trying to get the last inch of cock into her expanding cunt.

Seeing his mother in the throes of orgasm brought Max off. He felt his balls tighten; he groaned and whipped his cock in and out faster and faster.

"Ughh! Uhh, uhhh, uhhhh!" he groaned as his cum spurted almost painfully from the bloated tip of his cock. He strained against her, grinding his pubic hair against her clit.

Max dropped onto her full-fleshed body; her big tits spread beneath his chest. He felt her thick nipples hot against his skin and he reached between their bodies to feel the action. Millie groaned, her cunt contracted, and Max felt his cock slipping out of her cunt. The air of the bedroom felt cool on his prick after the heat of his mother's cunt.

He rolled off and looked at her. He watched as his creamy sperm rolled out of her hole and ran into the crevice of her fleshy bottom. His eyes strayed back to her big tits. They were shuddering with her heaving chest. She was still panting from their fucking.

"You're so beautiful," he said softly, running his palm over the firm softness of her huge tits. They glistened with sweat, as did the rest of her smooth body.

Max felt a twinge in his long, limp cock and looked down. Sure enough, it was stirring, filling with blood. His balls buzzed with the need to come again. He took his mother's unresisting hand and placed it on his cock. She opened her eyes.

"Ohhh," she exclaimed, and began stroking his thickening length. Max grinned as his mother bent over his crotch, cooing and squealing girlishly as it quickly rose.

"My God, it's so red!" she exclaimed, and bent to examine the bulging veins on the long, thick cockshaft. Max groaned as his mother ran her fingers all over his mammoth cock. Max's hips began to pump.

Millie grabbed her son's cock with both hands and slowly jerked it up and down, watching the big prickhead turn purplish as the boy's lust increased. Without realizing it, Millie's hands were pounding Max's cock so fast now that they were just a pale blur against the red cockshaft.

"Uhhh," he cried. "Gonna shoot!"

But Millie just jerked him harder and faster, her face a scant three inches from the swollen knob. She felt his hard, thick cockshaft expand, then saw his piss-slit open; he was about to blow his wad right in her face!

Before she could decide if that was what she wanted to happen, Max's cock jerked and squirted a hot, thick glob of salty jizz right against her full lower lip. Millie automatically pulled her head back a bit and licked her lip.

"Ummm --" Just as she tasted her boy's cum and remembered the last time this had happened, another salty wad struck her cheek. It was hot and exciting and filled her with lust; she continued to jack off his prick with urgent tugs.

"That's it!" she cried. "Fill my face with cum. Shoot it all over me!"

Max felt his stiff prick expand and spasm again, and watched as a huge, gelatinous blob of warm, sticky cock-cream jumped out and landed on the side of her nose. The pungent, creamy jizz slid down over her upper lip and was caught by her darting tongue.

The boy's lust rose when he saw his mother pull the long string into her mouth.

"Yeah!" he cried "Eat it! Eat my cum!"

Millie gobbled with delight as her son's cock jerked and spasmed, jumped and squirted, covering her lips with hot, slippery jizz. She licked as much up as she could, but some of the runny grool dribbled down over her chin.

"Ummmmmmm," she moaned as she swished the tasty jizz around in her mouth.

Millie was eating her son's cum, and the strong taste and scent made her mouth water and her nostrils flare.

"Suck it!" Max cried, grabbing her head. "Suck my cock!"

Max held his breath as his mother's full lips slid over the fat, purplish knob of his cum drooling cock. She gurgled contentedly, like a baby at a nipple. Her soft, prodding tongue-tip drilled into Max's piss-slit, then pulled out as her cheeks hollowed with the great suction she was applying.

"Oh, Jeez, that's great!" Her tongue was curling around his sticky cock as she sucked, and Max groaned and felt his balls lurch. He was coming again! He couldn't believe it! It had never happened before -- not so soon!