When a Mother Models

"Get on your hands and knees again Mom, then slowly hook your fingers into the waistband of your panties and slide them down."

Too far gone to even think about anything, Gwen just did what he told her to do. She got on her hands and knees, slowly letting her head down on the bed, as she pushed her tight ass up in the air to reach back for her panties and pull them down. Thomas smiled to himself as he knew he had some great angles of his mom. The fixed camera at the foot of the bed had a perfect shot of her sleek back as her top was rolling up her back, showing the sexy arch of her spine.

"Play with yourself mom..." He said, as he let his camera slowly pan up, starting from her feet and moving slowly up her legs all the way to her ass... pausing there to let the camera truly capture the perfect shape of her tight sexy ass... watching as his mother spread her legs, showing off her wet little slice of heaven between her thighs... her fingers rubbing herself franticly, hearing her low moans of pleasure as she worked her fingertips up and down her slick pussy lips before moving higher... back to her face. Then he paused the fixed camera and stood in front of his mother recognizing the signs of an upcoming orgasm. "Don't stop, mom, but I want you to get up and sit on the edge of your bed." Almost like a real pornstar, his mother sat up, propping herself up on one hand, her knees and legs still spread, still rubbing her wet pussy while giving the camera the sexiest look she could make.

Gwen reached out with her free hand to grab a hold of the waistband of her son's pants, using them to pull herself up to a sitting position. Slowly, Thomas ran his fingers through his mother's hair, leting his hand push the blond curls out of his mother's face. Gwen was lost in the moment... her fingers rubbing up and down her wet slit, her gaze locked on the large bulge that was sticking out in her son's pants, imagining what it looked like... imagining what it would feel like.. in her hand... in her... Thomas just smiled as he saw his mother licking her lips. He placed his hand on her naked shoulder, caressing her silky skin before softly pushing her back onto the bed, his camera moving over her body, taking picture after picture.

Zooming out to get her entire body in the frame, focusing both on her face and on her fingers moving in and out between her wet thighs, he whispered. "Come for me mom, cum for the camera,... I want you to cum so hard for me." Gwen moaned as she heard what her son was telling her, almost like he was giving her an order. Closing her eyes, the horny mother imagined herself being taken by that magnificent pole that was hiding in her son's pants, feeling his hips impacting hard against hers as he rode her and made her his. As her body started to shake and convulse she let out a loud moan, groaning in pleasure as she worked herself higher and higher towards her orgasm, not caring that she was cumming so hard in front of her own son.

As she lay there panting for breath, slowly regaining her breath, Gwen heard Thomas moving around the room. Looking over at him to see what he was doing, she saw he was holding a sign. She smiled as she read it, slowly turning over onto her stomach as she took off her shirt, letting Thomas film her naked back and behind.

Thomas took a chair and sat next to the bed, watching as his mother slowly crawled towards him. She placed her hands on his legs and looked up into the camera with a sultry look on her face. "I hope you enjoyed that Johnnie." The slutty mother said. Then, Gwen leaned in closer to the lens, giving it a big kiss before leaning backwards on her bed again, smiling happily. Thomas took care of his camera gear and tossed his mother's shirt over her to cover her up a little. As she watched him walk away, Gwen didn't feel conflicted at all. She knew for a fact that her son had noticed her and liked what he saw.

The next few days passed by in a blur and Gwen started to doubt herself. She had clearly seen the bulge in her son's pants. She was confused as to why he hadn't said anything about it and acted like nothing had happened between them. He seemed cool and distant to her and she started to doubt herself and started to feel guilty because of what she had felt for her own son,

the desire and need to please, the aching in her pussy for his cock. Thomas acting like nothing had happened between them only made those emotions stronger.

Gwen was working out back in the yard, working in her garden when her cell phone rang.

"Hi Sweety what can I do for you?" She said as she answered the phone.

"Hey mom, could you pick me up at Jeff's?"

"Sure, baby, I'll be there in about 10 minutes." She replied.

Getting into her car she wondered if she should have told him she was going to be a bit longer and changed before leaving. Looking down at herself, she saw the dirty daisy dukes and flannel shirt she was wearing, she didn't want her son or his friend to see her like that. But then again, she thought, maybe this was the best thing as she needed to put this whole camera business behind herself and get on with her life. When she got to Jeff's family's horse farm, she saw two cute girls leaving the barn, looking slightly disheveled but with grins on their faces.

Getting out of the car, she looked down at herself and sighed. Running her hands over her shirt, brushing off some of the dirt on her shorts before tying her shirt up in a knot to show off her toned stomach, Gwen thought that she was just as sexy as those two girls.

Walking into the barn, she could immediately see why those two girls looked so disheveled. The barn looked like the set of a cheap movie. Looking around, Gwen saw how Thomas was packing up his camera and Jeff, one of her son's friends, was still buttoning up his shirt.

"Hey mom, thanks for coming to pick us up." He said as he closed his backpack and stood up to face his mother. Looking her up and down from head to toe her son smirked, opening his bag he took his camera back out.

"So mom... " he said with a long pause, "feel like taking the last set here with Jeff?" He asked casually.

Gwen looked over to Thomas and smiled shyly.

"What kind of pictures?" She asked, biting her bottom lip and looking back and forth between the two handsome men, more out of pretense than out of real concern for what her son had in mind.

"Just some romantic looking pictures and maybe some more playful stuff we'll see."

Gwen smiled as she looked at the two young men, immediately feeling her panties getting wet and sticky. She should have been ashamed about this but she had been so horny the past few days that she actually wanted to feel some hands on her body, even if they belong to her son or one of his friends. She was still lost in her own fantasies when she felt two arms wrap

themselves around her from behind, pulling her against a hard body as her son started to shoot his camera.

Closing her eyes, she gave in to the strong hands that where caressing her tummy as she reached up with one hand to grab the boy's head. The horny mother felt a pair of lips caressing her neck and she moaned when she felt one of her son's hand popping open two buttons on her blouse, before dropping to her waist again.

"You two have done this before, haven't you..." Gwen thought, remembering seeing the two girls leaving the building just before she got there.

Both men stayed silent and continued what they were doing. Gwen felt safe and decided to just let what ever happened, happen. The horny mother didn't hesitate when her son asked her to pop open the first and second buttons of her shorts. She felt Jeff grab the sides of her tight little shorts in each hand and pull them apart. She shivered, biting her bottom lips to stop herself from moaning and just telling him to rip them off.

Jeff turned her around to face him, and started to kiss her while he was pulling her shirt off, pushing his tongue into her mouth, and leaving her in just her shorts and bra. Gwen kissed him back passionately, giving in to the pleasure of his tongue in her mouth and his hands on her body. Taking some control, she slid her hands up his chest and started to open his shirt, feeling a sudden urge to feel his strong chest muscles under her fingers. As the horny mother worked her fingers down the buttons on his shirt, opening them one by one until only the last one was closed, she felt a hand on her head pushing her down. Feeling both of Jeff's hand squeezing ass, she realized that it must be her son pushing her to her knees.

"Don't worry Mom, you can take off his pants, but I want you to stay dressed... for now, but we need some cock in the pictures." Her son said, grinning as he continued taking pictures of his best friend and his mother.

They didn't have to ask her twice, she was so horny she was ready to do just about anything to get off. She slowly undid his belt and started to unbutton his jeans, looking up into the eyes of her son's best friend the whole time. Her eyes opened in surprise and she looked up at Jeff, "Naughty boy," she said, grinning as she was pleasantly surprised that he was going commando, his thick eight inch cock, hard and throbbing for her. She was just about to lunge for it when her son's voice stopped her. Confused, she turned her head and Thomas could see that his mother hadn't really heard him.

"Go and sit on your hands and knees on that hay stack over there," he said, grinning as he saw the hunger in her eyes for his friend's cock. "Now don't freak out, but I want Jeff to put a hand down your shorts from the back and pretend to finger you. Don't worry he won't really do it, you just make it look like he's finger fucking you really good."

Gwen just nodded, and was about to say she didn't mind it at all when she felt a big strong hand slipping under her panties and right up against her dripping slit from behind. Without losing anytime, the young friend of her son pushed two fingers deep inside the horny mother, drilling her wet little pussy as if there was no tomorrow. Biting her bottom lip, and letting out a deep low moan, she looked straight into the lens of the camera, seeing that the red light was on, knowing that she was being filmed with her son's friend fucking her pussy with his finger.

"Mom I know it's hard to pretend, but could you be a little more into it?" Her son asked her, grinning to himself.

Gwen almost lost it right there but she just nodded and started pushing back on the two fingers that were skillfully banging her towards the first orgasm she had not created for herself in months. Just as she was about to explode, the hand left her shorts. Panting in need, and letting out a groan of frustration and despair, she looked behind her but Jeff pointed towards Thomas. Turning back to face her son she could see he found it very amusing to see her like this.

"So mom, for this next part, I want you to turn around and face front, take off your shorts, and we'll do the same thing, but this time from the front." He paused for effect. "Of course if you're not comfortable with this, or don't want Thomas to accidently touch you with his cock, on your hips and side, just say stop and we will."

"No No boys it's fine, I trust the two of you," the horny mother said with a moan, desperate to cum.

The two boys exchanged a knowing look. As the red light went back on, she slowly flipped to her back, slipping both thumbs in her waistband and slowly peeled her shorts off, tossing them aside. Then, Jeff walked up to her and gently pushed her down, letting his hand trail from her neck to her panties ever so slowly. For a second she felt a embarrassed, acting like a total slut for the camera, lying there in just her underwear and boots but as Jeff slipped his hands in her panties and pushed his fingers into her pussy, curling them up to stimulate her G-spot, all thoughts flew from her mind and she fell back down, groaning and whimpering in pleasure, grinding against the hand.

The boys exchanged another pleased look when, without even asking her, or giving her any directions, the horny mother started to play with her breasts, first through her bra, then frustrated by the material, she tried to get her hand under it. Seeing his mother struggle in arousal, Thomas moved in on them and placed his knees on both sides of her head as he took a shot of his hand slowly pushing the straps off his mother's shoulders. Once they were down, Gwen pulled her own bra off and started playing with her breasts again, caressing herself and pulling on her hard nipples, causing a moan to escape from her lips. Jeff kept fingering her, but wouldn't let her cum, keeping her on the edge of her orgasm, driving her crazy with the need to cum. But, just as before, right when she was seconds away from her needed release, the hand disappeared. With a loud groan of frustration, and a curse under her breath, Gwen looked up at Jeff, almost pleading with her eyes to let her cum.

Then, Thomas helped her up and pointed to his friend to sit down. "Okay now I want a couple minutes of you riding him like a cowgirl, mom."

Gwen smiled as she took her son's cowboy hat and went to straddle Jeff, happy that finally she would be in charge. This time the boys would be treated to the sight of a real orgasm. The horny, and by this point, desperate, mother placed her son's friend's cock just right and she started to slowly gyrate as if she were riding a mechanical bull, thankful for the fact that he immediately went to grab one of her breasts to play with as his crotch pushed back against her. Waving with her hat and making rodeo sounds, her gaze was captured by what was tenting inside her son's pants.

Biting her lip, she almost fell as she felt her left leg being lifted off the floor. Spinning 180 degrees to put her into a reverse cowgirl position, she felt Jeff push down the waistband of her panties in the back and slip his cock between her cheeks, as Thomas repositioned himself to film her from the front again. Loving this idea as Thomas' view was blocked, she clenched her legs around Jeff's rod, coating him with her excess juices before bouncing on his lap again.

Thomas smiled as he saw his mother really getting frustrated, watching as Jeff angled his cock so that she couldn't get enough friction to get herself off, keeping the horny mother from her badly needed orgasm. Things were going exactly as planned, and Jeff was sure that soon his mom was going to make him a fortune on his porn site. But first he needed to push her just a little bit further.

"Okay Jeff, I need you to lift her up a little and get her on her hands and knees on the floor. Mom, I need you to reach back and peel off your panties. Trust Jeff, he is a pro," her son said, knowing that at this point, his mom would do anything he told her to in order to cum.

Gwen didn't care about the camera, or the pictures, or any of it anymore, she just needed to be fucked hard. Nodding her head, and desperate for that hard cock to fill her, she moved to the floor and grabbed her panties, sliding them to her knees. She was about to get up when she felt a foot push her head to the floor keeping her pinned like that. Understanding the message, the horny mother reached for her ass cheeks and pulled them apart invitingly for Jeff, showing him her wet dripping pussy, and expecting him to bury his cock deep inside her.

But the young man just pressed her legs together and started to fuck her thighs instead, expertly fake fucking her just good enough to keep her orgasm building and building, but not hard enough to set it off.

"Dude, I'm really close to busting a nut here."

Jeff said, as he stopped moving. Gwen, moaning and whimpering, wanting to cum so bad and trying to pay him back a little, started to squeeze her legs together, around his cock. Suddenly, she felt a sharp slap on her ass as the young boy showed the horny mother who was in charge here. As the young stud got up, Gwen almost collapsed to the floor, now that she wasn't being supported by his huge tool.

"Okay mom, I know this is a little weird, but I need you to straddle me for some POV shots."

Hearing this, the thirty eight year old mother jumped up and got on top of her son, her pussy already leaving a wet spot on his jeans. Making sure she was in the frame, he gave her the cue to start. Not needing to be told twice, Gwen started to gyrate and buck enthusiastically on top of her son feeling the rough touch of his jeans on her shaven pussy. Looking down at the body beneath her she bit her lips looking straight into the lens with a intense gaze the translated pure lust. As Thomas got the footage he needed and noticed that his mother had been totally pushed over the edge he signaled her to turn around and reverse cowboy him for a while.

Her mind was ablaze as she turned around, her loins where on fire and she desperately needed to climax and she didn't care anymore on how this looked. Seeing Jeff standing up again she grinned and motion him to get closer, admiring the resilience of the male body she placed her hands on the edge of the bench, leaning forward seductively as she opened her mouth as an invitation for the rock hard, throbbing cock that was gravitating in front of her. The youth didn't need to be asked twice, so stepping forward he impaled his best friends mother onto his cock, using her face as he would a juicy pussy. For a second Gwen tensed up surprised about

the intensity of having a throbbing cock being pushed down her throat, but getting in a rhythm of swallowing everything the youngster pulled her forward she quickly relaxed.

While Jeff was expertly skullfucking his mother, Thomas got out from under her and positioned her on hands and knees and placed his camera on a tripod to capture the scene. Slowly Thomas slipped his belt out of his jeans, walking towards his mothers exposed back. Bending the leather in two and wrapping it once over his hands making sure to have a good grip he winked towards his friend, who understood what was coming.

Gwen was was finally getting used to the drilling when suddenly Jeff pulled his hard cock completely out of her mouth, leaving a trail of saliva hang between her lips and the purple head of his cock. She looked up confused at his smiling face wondering why he pulled out when a sharp pain shot through her ass. Yelping as she felt the sting of the slap at the same time she heard it, her complaint was muffled by Jeff's cock, which reclaimed her throat. For the next ten minutes the boys kept toying with her, every time Jeff pulled out, Thomas would land a blow on his mother's ass, whose cries would be silenced by Jeff plugging her mouth again with his cock. The horny mother was not only feeling slightly disturbed due to the fact that the two boys seemed to be a well oiled fucking machine, moving in such a sync that she couldn't accidently bite Jeff as Thomas landed his strikes but most disturbing was on how much she enjoyed the feeling of leather spanking her behind. The fact that it was her son controlling the whipping only made her juices flow over her inner thighs harder.

Thomas finally happy with the red streaks he had inflicted upon his own mothers ass, walked towards his camera and picked it back up. He started with shooting some footage of how Jeff was getting deepthroated before giving him a tap on the shoulder. Jeff once again pulled his rigid cock out of the slick mouth of his best friend's mom and slapped her with it a little, leaving a streak of saliva on her cheeks. Moving in behind her, trailing his fingers over her spinal cord, she felt giddy in anticipation of having that hard, warm cock inside of her, as she felt the tip of his cock slowly tease her by rubbing her from the crack of her ass to her clit and back, she was distracted by something else. Merely inches from her face she saw what she really longed for, Gwen bit her lip as her field of vision was filled by the jeans clad lower body of her son. His hard cock clearly etched in his pants, fighting to see the light of day, lifting her hand as if in a trance she slowly caressed the tent.