After School Special free porn video

(Ben's Mom catches him in odd situation with his teacher)

Ben sat at his desk with his head down in the middle of an empty classroom. He was in trouble and didn't know why. It was already half an hour after school had been let out and he was still in his last period class. He just sighed tiredly and waited. He was waiting for when Mrs. Darien would allow him to go. He didn't understand why she gave him detention. It was the last day of his senior year and at the last second before the bell rang, she said to him, "Ben? Please stay in your seat."

He did what she asked but was very confused. She explained to him that he had a detention that still needed to be done before he could leave for the year. As the other students were leaving he heard the usual 'oooohhhs' and 'uummmms' as if he were in deep shit. But Ben was a good student, he never did anything inappropriate that warranted a detention. He hardly ever spoke, being as shy as he was. He had asked Mrs. Darien what this was for, but she dismissed it like he should've remembered. Ben slowly dropped his backpack down to the floor and sat back down. He had wanted to say goodbye to those friends on his bus route before graduation. After all, not all of those riding were seniors.

Ben's head was resting on his arms, which were folded, across his desk. He quietly peeked up at the front of the classroom. There at the head of the class was Mrs. Darien. Her thirty-five year old body was sitting at her desk typing on her laptop. Her soft brown eyes darted across the screen above the rim of her glasses. The sound of her fingers pecking away at the keyboard was the only sound that echoed throughout the room.

Ben put his head back down and breathed a sigh of irritation. He started tapping his foot on the tile floor. The tapping started softly, then began to increase.

Mrs. Darien eyes wandered up from her computer screen and landed on the young man.

Tap, tap, tap, TAP, TAP, TAP.

She stopped her typing and addressed her student.

"Ben!"

Ben's head snapped to attention. His tapping ceased.

"Yeah?" Ben asked.

"Your foot."

"Sorry." He said after a short hesitation.

She looked at him for a moment, then put her face back down to the computer screen. Her finger pecking began again.

"Your mom's on her way isn't she?"

"Uh-huh. I called her."

"Good." Mrs. Darien said with a hidden irk to her voice.

Ben just stared back at the young teacher. Her long brown hair was rolled up on the back of her head, with a few loose strands hanging around. She was a woman who didn't need to work hard to look good. Her hair could be a mess when she woke up and still be sexy. The glasses she wore added a brainy taboo to the mix that always had the guys in her class talking.

He took a moment to look down below the desk and watched as her long legs crossed. She was really something to look at. It was too bad she was his teacher and -

"Is your mom still mad at me Ben?" Mrs. Darien asked not looking up from the screen.

And his mom's best friend. Well, sort of. They had sort of a falling out a couple of weeks ago and she hadn't been around much. Her first name was Stephanie, but since she was his teacher, both her and his mother discouraged first name reference. So to Ben, she was Mrs. Darien. Much like referring to his mom. He would never call his mom by her first name, which was Ashley. The titles were not up for negotiation, so Ben never brought it up.

Ben finally answered her question, "I...I don't know. I don't even know what you two were upset about."

Mrs. Darien rolled her pretty eyes, "Oh. Phuh. It's the same old stuff Ben. Rehashed melodrama from our old high school days. That's all. Your mother just overreacts."

Sarcastically Ben replied, "Tell me about it."

His mom and Mrs. Darien were former cheerleaders together at this very school, and very close friends. They were thirteen, or something like that, when they first met. They had a lot in common, such as their unwitting ability to attract the opposite sex. They're both in peak physical condition, and still love to dance. Some of the differences were that Mrs. Darien was a brunette, and his mother was a blonde. Another difference was that Mrs. Darien was the book smart one who ended up with a teaching degree, while his mother was more of a party girl who ended up pregnant at age sixteen.

Ben stared down at her legs again. He really liked it when she rubbed her calves together. She rubbed them so steady, Ben expected to see a fire start. She was extremely enticing to look at, and Ben loved looking. His mother's best friend had always been one of his fantasies growing up.

In mid sentence, Mrs. Darien stopped typing to rub her eyes. She was getting tired and was about ready to tell Ben that his detention could have an early ending. She yawned. Her mouth opened wide and her eyes shut briefly. As her eyelids opened she focused in on the eighteen-year-old senior in the middle of the classroom.

His head was still down but his eyes peered over his arms and were blatantly staring down at her legs.

Mrs. Darien noticed and her breath caught in her throat. She knew that men found her attractive and the fact that a guy would be staring at her body was no big shocker. But the fact that her best friend's son was staring sort of caught her off guard. She knew Ben. Ben didn't just come right out and stare at women's bodies. He was too shy. He was just a k** at heart. She didn't think that Ben had ever been with a girl. 'Poor k**' she thought to herself.

He didn't realize that she was aware of his staring. She decided to just give him a little taste of what his eyes so very much wanted to see. She figured this was the last day of his high school career, and after he leaves here he'll be entering the world of adulthood, so why not just tease the boy a little. She won't get into any trouble for "accidentally" exposing herself a little bit. Mrs. Darien was pretty sure Ben wouldn't tell. Besides, it was something that she had always fantasized about. Playing around with a student without actually playing was kind of kinky. She missed the old days when she was in high school. She and Ashley would delight in torturing the high school boys together. It was their special gift to the school. They were the school cock teasers, and they loved the title.

Mrs. Darien continued to type, only now she uncrossed her legs and re-crossed them towards the unsuspecting k**. Her face never came up from the computer screen as she slowly started to rub her legs together. She flexed her leg muscles slightly, just enough to cause the curves to gain in dimension.

Ben gulped as his teacher's legs rubbed back and forth seductively.

She then uncrossed her legs and opened them. Her thighs were open so he could see up her skirt all the way to her black panties.

Ben's eyelids stretched open and he scooted around nervously in his seat. He couldn't believe his luck. Mrs. Darien was unknowingly showing him her panties. He felt the arousal start to build. The stirring in his pants made him dizzy. This was his mom's friend. His teacher. He didn't know how to react. He was having a hard time relaxing.

"So what are your plans this summer Ben?" She asked without looking up.

His eyes went to her beautiful face.

"Umm…I don't know yet." He said timidly.

"You gonna pick up chicks? Party? That sort of thing?" She smirked.

Ben's face drooped.

"Nah."

She looked up at him and gave him a sympathetic look, "Awwwe."

Ben grimaced.

Mrs. Darien backed away from her desk and stood. She walked over to the chalkboard. There were several chemistry notes on the board. She picked up an eraser and began to wipe it clean. Her back was turned to Ben and she continued to talk to him.

Ben watched the lovely creature at the board as she made tiny circles with the eraser.

Mrs. Darien made it a point to spend as much time at the board as possible. She wanted her captive audience to enjoy her backside. The short black skirt hugged her hips tightly and she spread her legs shoulder width apart. The skirt came down to mid thigh and she swayed slightly. She put the other hand on her butt in a nonchalant way, as if resting her shoulder.

"Soooo, Ben. What do you plan to do with your life now that you're graduating?" Her fingers dug into her bottom.

Ben's legs pressed up and together. He slid one of his books down into his lap in order to hide the erection that was forming. Again he gulped and stared at the tight fabric that engulfed her round form. She lightly scratched the thin material with her painted fingernails. Ben's stomach did somersaults.

"I…was thinking about college. I don't know." Ben couldn't think straight.

"College is good. What do you plan to study?" She moved down the board closer to where Ben was sitting.

"Uh…I want to be a…a…"

"An…astronaut?" She turned her head to him and smiled. It was one of those groin-numbing smiles where she bit her bottom teeth. Those perfect brown, doe eyes shined through the lens of her glasses and captivated Ben. The loose strands of brown hair fell down in her face and she blew on them softly.

"Uh…yeah."

She giggled, "Well…good. I'm glad you have ambitions."

She was almost finished when the eraser dropped out of her hand. It fell down in front of her. Mrs. Darien took a deep breath and faced forward. This is what she had been waiting for. The ultimate craving for a young man. She started to lean over at the waist.

Ben pressed the book hard into his lap as his teacher bent down to pick up the eraser.

She purposely kept her legs straight and extended her arm. Her other hand gently rubbed down her bottom and caressed the back of her thigh. She stayed in that position a little longer than was necessary, but she didn't care. She enjoyed teasing young Ben. It was something she had never done to him before. In all the years she had known him, it never even crossed her mind. Finally she slowly stood up and went back to erasing the board.

Ben shivered with excitement as Mrs. Darien's exquisite body slid back up into a standing position. He noticed her small hand never left her rearend.

Mrs. Darien could feel his eyes burning holes into her skirt. It was like she could feel the heat emanating from his teenage hormones. It was making her hot and she started to perspire. Casually she reached up and unbuttoned the top two buttons of her blouse. This exposed part of her black bra and enough cleavage to make a grown man cry. She turned towards Ben and put her hands on her hips.

She smiled, "You have any questions for me Ben?"

Ben raised an eyebrow, "About what?"

"About anything silly. College?" Her smile was hypnotic.

Ben shrugged, "I don't know. What do you know about college?"

This made Mrs. Darien laugh. She walked over to Ben, pulled out a chair, and sat in front of him. Once again she crossed her legs for the young boy. She also crossed her arms underneath her tits which caused them to lift, exposing more of her cleavage.

Ben felt the lump form in his throat as Mrs. Darien's nipples pressed against her blouse. He was becoming nervous, especially now with her hot body sitting so close to him. He adjusted the book in his lap so she couldn't see the tent in his shorts.

"You know Ben, I am a teacher. I did go to college. I think I know a few things." She smirked at the obvious tension in his body. She laughed on the inside as she watched his roaming eyes jump back and forth between her legs to her chest. It was evident that he was having some trouble controlling their activity. They wouldn't stay locked in their sockets.

"Socializing." Ben stated.

"What?" Mrs. Darien asked confused.

"I want to know about socializing with people in college. Tell me about it."

Mrs. Darien paused for a minute. Her brain was obviously processing what Ben had asked her.

"You mean like…frats or something? How to make friends?" She looked at quizzically, "Is that what you mean Ben?"

Ben shrugged, "Sure. I don't know. I'm just not very good at it."

She smiled coyly at his honesty. She thought it was a cute and endearing quality.

"Jeez Ben, I thought you were going to ask something difficult. I am Mrs. Socialite. I know how to talk to people."

"Really?"

"Well sure. You know me Ben. Have you ever seen me shy with people?"

"No."

"No. It comes naturally to me." She uncrossed her legs, alternated, then crossed them again. She made sure to open them enough to give Ben a close up shot of her panty-covered pussy.

"So…I…" Ben stuttered and then fell silent. He could see every thing between her thighs. Her smooth skin, firm and tan. And the black lingerie that covered up her most intimate area. She was driving him crazy. And to Ben, she didn't realize she was doing it.

His stuttering made Mrs. Darien giggle, "You okay Ben? Cat got your tongue?"

"Naw…I mean…I'm fine." Again he adjusted his legs so he could relieve the increasing pressure in his crotch. That was the power women had over men. Embarrassment. An erection is like an alarm system announcing a guy's arousal to the world. And women like Mrs. Darien knew exactly how to trigger them.

"You seem a little uncomfortable Ben. Why don't you stand up and stretch?" She smirked knew full well what she wanted him to do.

"No!" He blurted out, "I mean…I'm fine." Ben struggled for the right words. He couldn't talk. The only thing on his mind was Mrs. Darien's extraordinary body sitting two feet in front of him.

She took the game to the next level, "Oh come on Ben. Stand up."

Mrs. Darien stood up before the nervous teenager and grabbed his arms. She pulled him up out of the desk. Frightened that he was about to expose himself to her, he held the book in place in front of him as he stood.

"There you go Ben. Just because you have detention doesn't mean you have to be uncomfortable." She stood directly in front of the scared boy and looked down at the chemistry book he was holding.

"What are you doing Ben?"

His eyes shot open and his arms tensed. He followed her beautiful eyes down to the book.

"Nothing…I…nothing…" Ben stammered.

Mrs. Darien looked at Ben's face. She smiled at him. Ben smiled back and did his best to keep eye contact with her. It was difficult because now her cleavage was just inches away from him.

The two of them stood facing each other for about a minute not saying anything. Ben studied every inch of the pretty woman's face. Every curve and dimple of her cheeks made Ben want to cry. She was just too perfect and he wanted to stare at her until the end of time.

Without warning the book slipped out of his hands and fell on the floor. It's spine crashed against the tile and bounced back behind Mrs. Darien.

Ben closed his eyes and breathed heavily. He couldn't move.

"Oh!" Mrs. Darien exclaimed as the book smacked the ground. She looked down behind her and turned around slowly, "I'll get it Ben."

And for the second time in the past twenty minutes, Mrs. Darien did what all males ache for. She bent her deliciously perfect form over at the waist, and didn't bend her knees. Only this time, this sizzling body was directly in front of him.

Mrs. Darien took great delight in her venomous teasing of her young student. She bent down slower than she did to pick up the eraser. She wanted to give Ben ample time to stare at her round butt. She was proud of her firm ass. She had spent lots of time working out, sculpting her ass to a perfect shape. The best part was that she was already blessed with a flawless figure. Not much exercising was needed to improve on an already desirable body.

Ben's breathing quickened and he hiccuped. He opened his eyes to absolute heaven. Mrs. Darien's ass right under his nose only inches from his shorts. If she backed up just slightly her skirt would bump into his cock. Or if he moved in slightly he'd press into her. This was becoming more than he could take. The stimulation was unlike anything he'd ever experienced before.

Mrs. Darien grabbed onto the book and smiled. She didn't want to stand up yet. This was too exciting. Instead she turned her head to see what her little friend was doing. Her head went to the side and looked up at Ben's face.

Ben tore his eyes away from her tight behind and looked down at her.

Mrs. Darien bit her bottom lip and Ben's jaw dropped. His eyes were struggling to stay open. It looked as though he could pass out at any moment.

She didn't say anything. Instead she took one step backwards and pressed her skirt-covered ass into his throbbing erection. It was just a small bump, but it sent jolts of electricity through his body.

"Sorry Ben." As she said this she started to rub her ass into his straining cock ever so lightly. She didn't want to make this a hardcore situation. Just a small massage that would drive Ben wild. Just something that would encourage Ben to tell stories to his teenage friends. Yet not enough to get her into trouble.

"Uh…Uh…Mrs. Darien…" Ben sighed. His hands trembled at his sides. He wanted to grab hold of her lovely cheeks and hold her there at his cock. He was sweating now as her ass gently brushed against his hardon.

She bit harder on her lower lip and closed her eyes. She knew she had to stand up now, otherwise the situation was going to get out of hand and it would be all her fault. Instead of listening to her morals she pressed back into him a little harder.

"I've got your book here, Ben…" She stated the obvious with a breathless voice.

"Uh-huh…" Ben agreed. Carefully he nudged his cock into the skirt, applying a tiny pressure.

"Ah-HEM!!" A Voice came from the doorway of the classroom.

Faster than lightning, Mrs. Darien was upright and five feet away from the student. Her heart was racing like wild fire through the Arizona Forrest. Goosebumps cascaded her shoulders and forearms. She composed herself and made it look as if everything was perfectly normal, with little success. She had been caught teasing her student, and she knew it. As calmly and as professional as possible, she turned to the doorway.

Ben was still standing there with his legs shaking. His arms continued to shiver at his sides. The boy's heart was pounding, and the anxiety of the whole situation was unbearable. Ben couldn't move. His tented jean shorts continued to jut out from his body, causing a hurtful pressure in his balls. Cautiously he turned to the voice in the doorway. When he saw the woman standing there he whispered apprehensively. "Mom."

"Ashley…I…" Mrs. Darien was at a loss for words. Her best friend had just walked in and witnessed her ass rubbing Ben. She didn't know how to react, or what the hell to say. She was stunned. She could feel the red filling her tanned cheeks and her teeth began rattling fearfully. Clenching her jaw tightly, she inconspicuously reached up and flipped the opening of her blouse shut.

Mrs. Darien tried breaking the uncomfortable silence, "Ash…what…what's going on? You have a nice day at work?"

"I did." Ben's mother stood in the doorway with one hand on her hip. She looked like the typical mother who had caught her k**s playing with matches. The anger was painted across her face and it was obvious she wanted answers.

Ben's Mom continued, "You know it would've been better if I didn't have to leave early to pick up my son from detention. Detention? What the fuck Stephanie?"

"What do you mean?" Mrs. Darien played the innocent. "He had to stay for a detention before graduation. Otherwise he won't graduate. I don't make the rules Ashley. I just enforce them."

"Ha!" Ben's Mom cracked up. "And what rule were you enforcing just now? Huh?"

Mrs. Darien opened her mouth to speak, but fell short. She just stood there and kept her mouth shut.

"And what exactly do you teach Steph? ASSademics?" Ashley chided.

Mrs. Darien looked away. She was embarrassed and didn't want to give Ashley the satisfaction that she got to her. Unfortunately Ben's Mom had succeeded. So Mrs. Darien crossed her arms to her chest and pouted.

Ben, on the other hand, stood rigid as ever just watching the exchange. He was getting fidgety and wanted to leave.

The two grown women stood there like prissy teenagers playing a staring contest. Neither one of them wanted to break the silence. Mrs. Darien had her professional pride to uphold, and Ashley had her motherly pride. Both femmes were the same in that regard and they'd been this way since their teenage days. It was a routine that they were both used to and their lives have always been a competition.

Finally, Ben's Mom spoke, "Is this your idea of proving me wrong? By seducing my son? By seducing Ben?"

"Excuse me?!" Mrs. Darien suddenly broke her muteness.

"Oh you know exactly what I'm talking about Steph!" Ashley's eyes were wide with resolve. The frown on her face expressed everything.

Mrs. Darien rolled her eyes, "Ashley…lock the damn door."

"Why?"

"If you're going to bring up personal stuff, I don't want the whole damn faculty hearing."

"Fine." Ashley stepped completely into the classroom, shut the door and locked it. She grabbed onto the handle and gave it a good hard tug. It stayed locked. "There. Happy?"

Ben felt that his presence was an intrusion on this argument. It was obviously none of his business, and he wanted to get out of there.

"I think I'm gonna go." He started to walk towards the door.

"You're not going anywhere." Ben's mother told him straight out.

Ben froze.

As she looked at Ben, she couldn't help but notice the enormous bulge in the front of his pants. It shocked her. Ben's erect penis looked like it was bursting through the zipper. For some reason, Ashley felt a warm tingle surge through her legs. She didn't know why. The irate mother couldn't explain it. Ashley was furious at the whole situation. She looked at her son and thought about what she had seen when she had first walked in. She saw her best friend, Ben's teacher, bent over and rubbing her tight ass into his groin. She thought about that for a moment. 'His…hard…long…bulging…' The strange thoughts penetrated her mind against her will. It was weird for Ashley to think about her son's penis. She's never done that before. She chided herself. 'What am I thinking?'

Mrs. Darien was getting frustrated, "Come on Ash. The k** doesn't need to hear this. Why don't you just let him go?"

"Oh! And all this time I thought you wanted him to stay. You perverted sex fiend." Ashley struck hard.

"Whoa! What are you talking about?" Mrs. Darien played dumb. She knew where this was headed.

"Don't give me that shit. I saw you rubbing that fine ass of yours all over his penis."

Mrs. Darien gulped.

Ben's erection begun gaining strength again at the mention of Mrs. Darien's butt. And when his Mom said 'penis' in reference to him…it made Ben feel a little bizarre.

Ben's Mom continued, "The other day you told me that you could seduce any man you wanted, no matter what the circumstances. Is this what you meant?"

Mrs. Darien stood still and silent. She recalled the conversation that had broken up their friendship. It was about this very subject. She didn't know why it was such a big deal, it was just talk. She had told Ashley that seducing the forbidden was a challenge but not impossible. Then Ashley came back with "forbidden was forbidden, and that you shouldn't go after some people." For instance married men. Mrs. Darien disagreed and this pissed Ashley off to no end. To Ashley it was a respect thing. That you should respect all marriages no matter what. Respect the partner of the married man. Don't hurt people for the sake of your own self-satisfaction. Just because you could seduce a married guy, doesn't mean you should.

Anyway, that was the thing that disturbed Ashley. She was so mad at Stephanie Darien for even suggesting that she would do something like that. And just to prove that she could. Ashley saw this as disrespectful and told her that she didn't feel comfortable hanging around with someone who would do something like that. Then they stopped talking. It had been a few weeks and this was the first time they've seen each other.

Mrs. Darien was getting tired of this exchange. "I don't think this is the same thing Ashley. Ben isn't married."

"He's my son. And basically your nephew. What were you thinking? He could be your son for Christ's sake!" Ashley lectured her former friend.

"Only if I got knocked up when I was sixteen!" Mrs. Darien countered.

"Fuck You Stephanie!!"

"Fuck You!!" Mrs. Darien shouted back.

Ben couldn't believe this conversation was taking place in front of him. He couldn't believe his mom and Mrs. Darien were yelling at each other this way. This whole thing made his already stomach do flip-flops.

Mrs. Darien looked over to where Ben was standing. She looked at his nervous face and started to look down his body. Her eyes traced down his chest all the way to the delightful package between his legs. Oh how she wanted to get into those shorts and free the monster that was inside. It still pressed on the zipper aching to break free.

Ben's Mom followed Stephanie's eyes and found them locking onto her son's erect penis. It was still hiding inside the jean shorts but she could tell it was big. Her own skin started to crawl as she gazed upon the hidden hardon. She started feeling that strange feeling again where she wanted to know what was in those shorts. The way his pants were pushing out, it made the shorts look too small. 'Oh God…what's going on here?' She thought to herself. 'Why am I thinking about my son's cock?…I don't know!…His…long…hard…stiff…STOP IT!'

Ben stared at the floor and didn't notice the two sets of eyes boring into him. Even their silence didn't catch his attention. He just stood there aimlessly with his fingers gripping the sides of his pants.

Mrs. Darien looked away from Ben's crotch and back up to her friend. She was shocked. Her best friend surprised the living daylights out of her. Ashley was looking at her own son's tented shorts. 'Holy shit!' Ashley was glaring at Ben's cock, and from the sparkle in her eye…she was enjoying it.

The student stood silently; unaware as to the several thoughts about him that floated about the room.

Ashley began to feel heat coming from inside her body. No matter how hard she concentrated, the warmth between her legs smoldered. It scared her. Stephanie too was consumed with a heat that wouldn't cease. She was being overwhelmed by urges to ravish the young k** and scratch the itch amid her thighs. As the beads of moisture formed on her face she looked up at Ashley. She walked over to her best friend's ear and whispered.

"You want him, don't you Ash?"

Ashley was jolted out of her trance and turned her eyes slightly to the side and looked at Stephanie.

"What?!" The mother sounded disgusted.

"You want your son. Admit it." Stephanie smirked at her.

Ashley was getting flushed. She shook her head, but her eyes were saying something else entirely. The fuzzy headed mother was feeling something. But there was no way she was going to admit it.

"No. I don't know what you're talking about."

Mrs. Darien continued, "I'm talking about forbidden flesh, Ash. I'm talking about seducing you k**. I'm talking doing what you really want to do. Come on. Just like in the old days. You remember."

Ashley timidly nodded her head, "Of course I remember. Don't try and change the subject Steph. You got caught. So now you're trying to confuse me and get out of trouble."

Steph's eyes widened, "Confuse you? That sounds like an admission of guilt! You do want him! You sexy bitch!"

"SSsshhhh…I…" Ashley quivered, "You're crazy. There's no way I would do that."

Stephanie knew she was making progress. The aura of sex was filling the room quickly and Stephanie knew it. Once the aura caught a hold of you, you become helpless to its pull. It was just going to take a little more convincing, but not much. She could see the sweat forming on Ashley's forehead. It matted the top of her pretty blonde head. It was a sure-fire sign that Ashley was getting enticed.

Stephanie walked back behind her friend and rested her chin on her shoulder, "Look at him Ash. Just take a good, long look."

Ben was yawning. He was focusing on the floor in front of him as the two women studied him.

"He's so young Ash. So young and strong. Can't you see it Ash?"

"He's my son. I don't know what you're implying."

"Quite simply that he's ready to grow up now. Who's going to help him do it Ash? Who's going to be the lucky bitch to take care of that hard rocket between his legs? You're his mother Ash. Who better than you?" Stephanie was very persuasive when it came to matters of the flesh. As her chin sat upon Ashley's shoulder she could feel the twitching every time her son's cock was mentioned.

"He's a shy boy Ash. Sooo very shy and sweet. He doesn't know how to do it himself. We can't deny our services to a person in need. That's why I was helping him. But now that you're here…" She trailed off.

"I can't. He's…he's…what about Don?" Ashley's heart was pounding so hard she could hear it.

"What Don don't know won't hurt him." Stephanie squeezed Ashley's ass softly.

Ashley squeaked, "Aahh!"

"SSSssshhh…" Stephanie hushed her, "Remember the old days Ash?"

The sexually excited mother nodded, "Uh-huh…"

"Yeah you remember…" Stephanie blew onto her ear. Ashley sighed as the hand on her ass rubbed in little circles.

Ashley's breathing started to increase heavily. She was still shaking her head, but her legs began trembling. The degree of fear crossed her face, and yet the symptom of lust was taking over. She was getting hot and didn't know how to control it.

"No, I can't." Ashley said.

"But you want to, don't you Ash?" Stephanie stood waiting for an answer. She was on a roll. The warmth between her legs was heating up. In the beginning she just wanted to tease the boy, but now it seemed that neither her nor Ashley was going to leave this room without getting what their bodies desired.

"I…I…" Ashley searched for the right thing to say. The sight of her aroused son stuck in a hot classroom with two aroused women was stifling her motherly instincts. On the outside she was his mother, but on the inside she was a lust crazed female with a pussy that needed servicing. Normally in an aroused state, she would simply go home and fuck her husband Don. But her best friend was egging her on like they were cheerleaders again. It was pushing her over the limit.

"Come on Ash. You need this. We need this. Your son…needs this. Don't think. You're thinking too much. Just think…hot…naked…hard…forbidden…sex. I know you want it." Stephanie was persistent, and with her hand massaging Ashley's firm behind, it was not hard to persuade her. It was getting to a point that neither one of the ladies would be able to get along with out something hard up their pussies. So much stimulation and this was just thinking about the young lad.

"He's…my son. Oh God. What are doing to me Steph?" Ashley's struggling was becoming a losing battle. She could feel the wetness moistening her pussy. She was close to giving in. Extremely close.

Stephanie slid her hand down her best friend's arm and held onto her hand. Their fingers interlaced and Stephanie pulled her over to the oblivious boy. They walked over to him like they were on a mission of exploration. One friend, Stephanie, the confident one, while Ashley being the reluctant follower. Ashley just went along with her as her arm was tugged in Ben's direction.

Ben suddenly looked up as the two women were in front of him. He had zoned out completely and was a little taken back when he saw the females in front of him. He opened his mouth and started to speak.

"Mom? When are we leaving?" It was suddenly brought to his attention just how reddish and bothered the girls' faces were. He looked at Mrs. Darien. She was again biting her lower lip and stared at him through the thin frames of her glasses. He was confused. Why was she looking at him that way? It didn't make sense. This was going to get him into trouble with his mom. So he turned his attention to his mother.

"Mom?" Ben asked.

"Oh god…Ben…I…" Ashley felt like she was running a fever.

Ben watched her face turn red. She looked like she was burning up, but she wasn't mad. It seemed as though all the anger had leaked from her body and replaced with something else entirely. Only he couldn't place it. Her eyelids looked heavy, but she didn't look sleepy. Her mouth was open slightly and she was breathing heavily. However she was not out of breath.

"Mom…what's wrong?" Ben asked of his mother.

Ashley felt a bead of sweat drop from her face onto her shirt. That suddenly made her aware that her nipples were hard and sticking out of her shirt. She wore no bra and now it was apparent.

Both women came right up to his body and stood in front of him. They looked into his eyes with glazed expressions. Their close proximity was bringing a strange feeling in the pit of his stomach.

With a delayed reaction, Ashley looked at her son and said, "Nothings wrong…I…we're not leaving…yet…"

Ben took a step back. Mrs. Darien and his Mom walked closer. So Ben took another step back. Then the females closed the gap. Ben walked backwards until he slammed into the chalkboard.

"Owwe!" Ben exclaimed as he rubbed the back of his head.

Both his teacher and mother walked so close that they pressed their bodies into his and continued staring into his eyes. Ben was frightened. He stood their exchanging glances with them and felt as their warm, sweet breath brushed past his face.

"Are you okay Ben? You hurt yourself?" Mrs. Darien puffed out her lower lip in sympathy. "Awwwe, poor baby."

"Huh?" The boy felt loopy.

Suddenly Ben felt hands on his chest. He looked down and saw that Mrs. Darien was lightly scratching him with her nails.

"Mrs. Darien?" Ben asked in puzzlement.

"Sshhhhhhhhhhh…let me ask you a question Ben. Can I ask you a question?"

The lump in Ben's throat eased down his gullet slowly as her deep sensuous voice spoke to him.

She continued, "Have you ever thought about us naked?"

His head bumped into the chalkboard again. He didn't reach up to rub it this time. He just stood there wide-eyed and looked deep into the eyes of his teacher. Ben didn't answer her question.

Mrs. Darien smirked, "I'll ask again. Have you ever thought about myself and your Mom naked before? You know…in the nude?" She leaned in and kissed the corner of his mouth softly.

"Ummm…Mom?" Ben jerked his head when he felt Mrs. Darien's hot lips press against his face.

Ashley answered him, "Ben?" She paused then asked, "Have you?"

"I…I…Mom…this is…uh…Mrs. Darien?" He looked at the ceiling.

As soon as his head rotated upwards he felt two sets of lips start to slowly kiss his neck. The soft pecking of his Mom and teacher's lips on his skin sent shivers to his cock. It pressed even harder than before on his zipper. He then felt four hands caressing his midsection. His Mom was massaging his chest and Mrs. Darien was reaching around his back.

"Answer my question Ben." Mrs. Darien insisted. She extended her tongue and began licking his neck until he brought his head back down to her level. He looked at her with a frightened expression. He had never been this far with any girl before. And the fact that it was two women, one being his teacher and the other being his mom was twisting his world upside-down. Mrs. Darien noticed his virginal apprehension and shuddered excitedly. She couldn't believe this was happening.

Ben's teacher began to make out with him "Hhmmm….Ben….hhhmmmm…" Mrs. Darien hummed into the mouth of her student.

Ashley started to suck on his ear lobe and continued to her feel up of her son. She reached a hand back behind him and grabbed onto his butt. She squeezed his cheek and pulled herself into him tightly. She could feel his cock pressing through their clothes and she was relishing in it.

Ben fidgeted with fright as he felt his Mom's hand on his ass. His mouth was busy swallowing Mrs. Darien's tongue that he didn't notice that her hand was also roaming down his back to the other cheek. Suddenly her hand was there and she too squeezed and pulled herself into his body.

"Uhhhh…Mom…ooohhh…Mrs. Darien…" Ben moaned in between breaths.

"Yes son?" Ashley brought her face around to her son's as he broke the kiss with his teacher. Immediately following was his Mom's tongue into his mouth. Nervously Ben did the same for her that he did with his teacher. Their tongues and lips were swallowing everything the other would give. His mom was also the humming type when she kissed.

"Hhhmmm…hhhmmmm…oh God Ben…hhmmmm…" The sound of his Mom's erotic, breathless words was driving him insane.

"Ben? Why don't you answer my question? Huh?" Mrs. Darien was not giving up. She loved to torture her lovers. Especially this one. She could make this k** do or say anything with the right motivation. She watched as he made out with his Mom and looked down between their pressing bodies. Then she thought of the right motivation.

She took her hand and slid it down his chest. She slid it all the way down the waist of his shorts. Without unbuttoning him or unzipping his fly she slid her hand right into his pants and into his boxers. Mrs. Darien grasped his throbbing member in her hand and squeezed it hard.

He broke away from his Mom's lips, "AAAaahhh! Holy shit! Mrs. Darien!" Ben practically yelled as fingers wrapped around his cock and started to pump madly. His cock was still locked away and it hurt wonderfully as she started to jack him with little room to move in. Her fingers jerked up and down his foreskin, which squashed the head of his cock into the front of his jeans.

"Ooohh…fuck…oh God…Mrs. Darien…" Ben groaned.

"All in good time. First answer my question." She continued her hand job of the trembling boy.

Ashley grabbed Ben's face and brought it back to her lips, "I wasn't finished." Again she shoved her tongue into his quivering mouth. All the while he moaned into his Mom's face as Mrs. Darien shook his cock furiously with her hand.

"Uhhhh…Mom…hhmm…"

The heated mother's head was reeling. She sucked her son's tongue and was overwhelmed with guilt. She knew she had to stop this and stop soon. But her hip was rubbing against the side of Ben's cock as it was jacked back and forth by her best friend. The sensations were sending electric currents to her pussy.

Mrs. Darien asked again, "Have you ever thought about us naked, Ben?"

"This is too much!" Ben broke away from his Mom's mouth. He leaned his head back and again looked towards the ceiling. " I can't…Uhh…take this…Ooohh…"

His Mom pouted as her tongue slipped from his mouth. His grunting at what Stephanie was doing to him made her shudder. Her own hand was clawing the center of his chest like a cat in heat. Her breathing was hot and heavy. She looked down at his pants. The crotch was jumping up and down with every jerk of Stephanie's hand. She couldn't stand to watch any longer. Ashley slid her own hand into his shorts grabbed the base of his hard penis. She started to jack him along with her best friend, "Oh you'll take it Ben."

"Mom! OH GOD!"

The two older women shook their hands wildly up and down his engorged shaft. His body jerked and bounced against the chalkboard sending chalk dust everywhere. He hit his head several times. Mrs. Darien was smiling at the forbidden situation they were in. She looked at her friend's face. Ashley wasn't smiling, but her lust filled eyes said it all. She was in a seventh heaven of pure excitement. Ashley looked like a full on sexual robot with no emotion except ultimate desire. The muscles on her arms flexed as it extended down into his shorts.

"Come on Ben. Tell us." Ashley asked her young boy.

"I…I…" Ben stuttered.

"Have you ever wanted to see us in the buff?" Mrs. Darien asked again. Her wrist was getting sore from his waistband digging into her skin. However she did not relent. She continued to squeeze and shake his cock between her fingers maliciously. And she did not plan on stopping until she got her answer.

"I…can't…this is…ooohhh fuck…I…" Ben was standing on his tiptoes. He had to grab hold of the women's shoulders for support; otherwise he was going to fall over.

Ashley began to blow on her son's straining neck and pressed her hips against his vibrating leg, "If you don't tell us, we might stop. Have you or have you not, ever wanted, to see us with not clothes on?"

"YES!!! FUCKING SHIT YES!!!"

Mrs. Darien laughed, "Yes what, Ben?" She began a rigorous attack. She pulled on his cock like a jackhammer. Ashley smirked at this and joined her friend. Both women showed now mercy as they shook and pulled on his foreskin like mad, horny, bitches.

"Yes!…I have…wanted to see you naked! Ooohh God…this is…ooohh fuck….Mom…Mrs. Darien.

"Both of us?" Stephanie giggled.

"Uh…HUH!…OOOooohhh…" Ben felt faint.

Mrs. Darien pulled her hand out of his pants. Ashley followed suit and they both took a step back from the increasingly aroused boy. Ben felt relief, fear, and anticipation all at the same time. He thought his cock would explode.

"We don't want you coming too early." Mrs. Darien stated as she started to undress. She looked over at Ashley who all of a sudden looked to be having an attack of conscience. Her face turned a faint white when she looked at her son's knob practically breaking through the metal tangs.

"What have I done?" Ashley asked her self with shame. "Oh God…what have I done?"

"Ashley…it's fine." Stephanie's blouse fell to the floor.

"NO…it's not fine…holy shit…" She started hyperventilating. She saw the panic and excitement in Ben's face and suddenly thought about apologizing profusely. "Oh Ben…honey…I…"

Stephanie didn't want this to stop now and there's no way she was going to let Ashley spoil it. She had to think quickly. She walked over to Ben and unbuttoned his shorts. She turned her head to see Ashley's face.

"I…God Ben, can you ever…oh shit…what am I doing?" Ashley asked again.

Stephanie then unzipped the k**'s fly and the jean shorts fell around his ankles. The only thing holding his stiff pole in was the pair of boxer shorts. When she reached inside his boxers, both of Ben's hands grabbed hers.

"Wait!" Ben was truly scared. He yanked her hand away.

"Awwe, Ben." His teacher kissed his neck, "What is it?"

"I…I…don't know."

"Yes you do." She brought her mouth up to his.

"It's just…" He hesitated then said, "What if I'm not…" He gulped, "Not…a good size."

She bit her lip and blushed, "Oh God Ben…you have no idea do you?" Her tongue entered his mouth and whined when his tongue entered hers.

She broke away, "Poor Ben. All pent up and nothing to fuck." She gently brought her hand up to the center of his chest. As done earlier, she started to slide it downwards.

Ben felt her hand moving in the same manner as before. He took a quick intake of breath.

"Sorry, Ben. Need to do this again. Need to temp your mother into staying."

Stephanie felt his chest heave up and down. It was getting heavier and heavier as she once again slid her hand into his boxers.

"Uuhhh…God…" Ben moaned as Mrs. Darien grasped his cock and aimed it out the opening. The opening in the fabric parted as his cock slid through. He moaned as the material ran down the length. His cock hit the naked air and sprouted out before his Mom.

Ashley's eyes popped open and looked down at the hardon in front of her.

"Oh God, what am I doing?" Ashley asked herself breathlessly. She suddenly dropped to her knees.

"Mom?" The nervousness returned ten fold as he witnessed his mother inch closer to his prick.

Suddenly her mouth opened, but she didn't talk. He saw the glistening of her lips and the moist tongue come out and touch the head of his penis. She immediately started to lick the head with reckless abandon.

"Oooh Mom!…Mom…oh Mom…" Ben uttered softly.

The sound of her son moaning for her was hypnotizing. She then placed her lips over his head and began to slide down until her nose touched his firm stomach. Without thinking about it she started to bob her up and down ferociously on his cock. Every time she came up she sucked on it like a dirt devil. Every time she went down she dragged her tongue on the underside. Her tongue licked up as she sucked on him hard.

"Oooohh Mom…Oohh Mom…Oohhh fuck Mom…" Ben was yelling to his mom. Every time his cock touched the back of her throat he shivered.

Mrs. Darien finished undressing herself while her friend kept her mouth occupied. She threw all her clothes in a pile including her black lingerie. The only thing she had on was her thigh high stockings and her glasses.

As his mother sucked him like crazy, he looked up to see Mrs. Darien. She stood before him looking like every male student's fantasy. An extremely hot teacher, that he's fantasized about many times, standing there completely naked. Her hair up in a bun and her glasses slightly fogged from her body heat. He watched as she came up and straddled his Mom's back. She inched closer to him rubbing her naked pussy into her friend's bobbing head. Every time his Mom bobbed up, Mrs. Darien gasped at the contact to her pussy lips.

"Uhhh…oh Ash…suck him good…Uhh…oh yeah…" She stood before him and put her hands on his shoulders. She leaned into him and pressed her hardened nipples into his chest and dry humped his AB muscles.

"Ben?" She was inches away from his face.

"Ohhhh…fuck…Uhhhh…fuck…Mom…" His eyes closed as his Mom was doing unbelievable things to him with her tongue.

Mrs. Darien spoke again, "Ben?" He opened his eyes and looked at the teacher. "How do you feel?"

There was a pause as another sensation racked his body, but he finally responded, "Fine…uhhhh…fuck….ohhh God…fine…"

Mrs. Darien did her trade mark bottom lip bite and smirked, "Just fine, Ben? Sounds more than fine."

"UUUUuhhhhhh! Oh fucking fuck! Mom…soooo fucking….fine!" Ben was again straining up on his tiptoes.

Mrs. Darien clasped the back of his head and brought it back down to eye level. "I'm sorry Ben."

"Uuhhh…" Ben moaned, "For…what?"

"For making you serve detention." She brought her finger up to his open mouth and traced his lips slowly. Sweat was pouring down his face and it was difficult for her to stay inside the lines. "Do you forgive me Ben?"

"Uuuhhh…oohhhhh…Mom….your mouth….ooooooohhhhh…" Ben couldn't concentrate as his horny mother persistently sucked on his raging hardon.

"Ben, you're not answering me again." Mrs. Darien made sad face at the boy. She teased him, trying to make him feel guilty.

"What?…Oohh! Uhhh!"

"I said…do you forgive me for making you serve detention?" She milked it for all she was worth. She rubbed her nipples up and down his chest and kissed the side of his mouth again. "I don't think I could stand it if you didn't forgive me."

"…..Oooohhh…Mom…mouth warm…uhhhhh…Mom…sucking…"

"Come on Ben." She closed her lips over his and proceeded to make out with him. As they started to swap tongues with each other, Ben wrapped his arms around her naked backside and held the perfect globes of her ass.

"HHHhmm!!" Mrs. Darien was a little shocked by his boldness. But she went with it and enjoyed his hands touching her. She loved it when his fingers dug into her flesh. He was like a k** in a candy store. She cooed when he spread them open and pulled her up and into his body. This forced her up on her tiptoes. The teacher closed her eyes and continued to dry hump him as his young, strong hands pulled them together.

The sight was amazing. If anyone were to walk into the room they would see a student pressed up against a chalkboard. His clothed 34-year-old blonde-headed mother knelt in front of him sucking on his penis. And a naked brunette teacher straddling the blonde's head, and pressing her tits and crotch into the boy while making out with him.

After several minutes in this position, Mrs. Darien broke the kiss and got off of Ashley. Ben was still moaning as his Mom, unfinished in her task, sucked her son with a renewed fierceness.

"Ooohhh Mom…ooohhh Mom….God..ooohhh…" Ben held the back of his mother's head as she bounced her head back and forth, dragging her wet lips up and down his prick. Ashley's head twisted all around giving her boy a full range of pleasure on all sides of his prick.

"Come on Ash. Give the boy a break." Ben watched as Mrs. Darien bent down and lifted his Mom off his cock and onto her feet.

"Nooooo!" Ashley whined as she was torn from the treat she wasn't finished eating.

Stephanie laughed. "Relax Ashley. Shit, I've never seen you like this. It's okay. We're not done yet."

Ashley's breathing was rapid and deep. Her hot and seductive eyes were staring her son in the face with anxious waiting.

"Mom? I…I…oh God…I…" Ben saw the look in his Mom's face and it scared him. This whole thing was way too much at once. His mother was craving his cock like it was the best thing she'd ever had in her mouth. He didn't know how to handle it. His teacher, Mrs. Darien, was obviously up to something. She had told his mother it wasn't over yet, and he believed her. He didn't know what to do. His own breathing became quicker at the look in Mrs. Darien's eyes. His heart was beating out of his chest and he felt like passing out.

Ashley started to struggle away from her best friend's hold. She was desperately trying to get back to her son's rigid shaft. Stephanie thought this was unbelievable. Her plan had worked better than she had thought. She had tempted her friend with the forbidden fruit of her son's cock, and Ashley went for it full force. In fact she practically had to subdue Ashley from breaking away and returning to her blowjob.

"Relax Ash!" Stephanie giggled, "You'll get more of that, soon. Just relax. First let's get you undressed." Ashley stood there silently and with lustful expression. She stared her son down like a predator eyeing its prey. Stephanie began to remove Ashley's top. She grabbed the bottom and lifted it up revealing her round tits.

"No bra Ash?" Stephanie asked. She brought the shirt up but stopped. She struggled to get Ashley's arms up by to no avail. "Hey Ash, lift your arms baby." Slowly the horny mother lifted her arms and allowed her friend to remove the shirt. Ashley's tits were so firm and perky; she hardly needed a bra. Her nipples were already sticking out towards the eyes of her son. Next, Stephanie removed Ashley's business slacks by sliding them down her incredible legs.

Ben felt a throbbing in his head as his Mom's cotton panties came into view. Her pussy lips poked through the cotton and were easy to see. A small triangle of blonde hair was trimmed neatly above her lips. Ben felt his mouth water.

Stephanie then placed her fingers in the waist of Ashley's cotton panties and pulled them down to the floor.

Ben about had a heart attack. His legs started to buckle and he began sliding down the wall.

"Oh no you don't" Stephanie ran over to the collapsing boy and put an arm over her shoulder. "Ash, help me."

Ben's Mom walked over to her slipping c***d and put his other arm over her own shoulder.

Together the women lifted the young boy up and dragged him over to Mrs. Darien's chair. He sat down and tried to sit up. He scooted up in the chair and leaned his head back. His collapsing eyelids opened slightly to see the two incredible women, naked, horny, and standing before him looking down at his tall standing erection.

Stephanie looked at Ashley, "Who's going first Ash?"

Ben's Mom didn't answer. She just stood before her son and breathed heavily. Her pert tits just heaved up and down as her new motherly urges kicked into overdrive.

"Ash? You wanna flip for it?"

Ashley looked from her son to her friend. "Do you really have to ask?"

With that Ashley took a step forward and straddled her son in the chair. Grabbing hold of his shoulders she pulled herself forward into position above his steel rod. She kept her legs on the ground for bouncing support and lowered herself onto him.

Ben held each side of her firm belly and stared tiredly at her tits in front of him.

Her small, tight pussy lips spread as they touched the head of his cock and slid down his shaft tightly.

"UUUUUhhhhh…Ben…baby…oh shit! OOOohhh!" Ashley yelled as she sunk all the way down.

"Mom…I…oh God…Mom…this isn't right…Oohhh!" Ben uttered weakly as his Mom started to bounce up and down.

"I…OHHH…

The sensations flooded his body. She rocked him up and down in the chair causing it to squeak and roll on its wheels.

"OOOooohhhhh…fuck…..Ben Fucking Damn It!…Sooo Good!" The chair slid back against the wall and Ben bumped his head. But Ashley didn't notice, nor did she care. The only feeling she was interested in was feeling she got when her son's enormous cock slid in and out of her pussy.

Stephanie leaned over and started to suck on one of Ashley's nipples. Then she turned her head and sucked on Ben's tongue.

"Oohhh…Mrs. Darien…Uuhhhh…fuck…Mom….Oohh Mrs. Darien…" Ben was in utter pleasure. He couldn't think straight as his Mom sprung herself up and down on his cock like a pogo stick. She was possessed. Ashley felt like she could do this non-stop forever.

"Ben…hahhhaa…oh fuck Ben…uahhhh…oooohhhhh…Ben…" Ashley groaned and moaned as she banged her son repeatedly.

"Mom…ohhhhh…Mom…so tight…fucking tight Mom…"

"Call me Mommy…OOOoohhh Ben…call me Mommy…" Ashley instructed her son.

"Oh God Mommy….Ughhh…so tight…Mommy…sooooo tight….." Ben obeyed his Mother.

Stephanie stood idly by and watched chair with the fucking mother and son. The sight was too much and she began to frig herself wildly. Her two fingers inserted into her pussy and she began a fierce stroking on her clit.

"Oh you two…soooo fucking hot Ash…fuck Ben hard…fuck him hard and fast Ash…" Stephanie encouraged the bouncing mother as she started to lightly spank her clit. As she watched Ashley heed her advice and pick up the pace on Ben's prick, Stephanie's spanking increased.

Ben was huffing loudly and turned his head to the masturbating teacher. The sight of her getting off as his Mom fucked him hard was sending extra signals of arousal to his brain. At first he couldn't tell what the signal was instructing, but soon figured it out. He held tightly to his Mom's bouncing ass so she wouldn't fall off as she jumped up and down. Then he leaned his head over to the self-pleasuring teacher.

"Ooohhh…Mrs. Darien…sooooo nice…uuuhhhh…Mrs. Darien…"

She kept up her pussy spanking and looked lustfully down at the young boy. She wasn't sure what he was doing but it looked as though he was falling out of the chair. That wasn't surprising, by the way that Ashley was fucking him, but something told her that wasn't it.

She inched closer to his head.

"Ooohhh…Mrs. Darien…soooo smooth…uhhh God Mrs. Darien…soooo nice and smooth…"

When she got closer to the moaning teenager, she realized that her pussy was level with his mouth. She groaned loudly when she realized she was going to get a little relief, not by her own hand. She straightened her body upwards and spread her pussy with two fingers. She reached his awaiting mouth as he extended his tongue. Then the lust crazed boy proceeding in licking her pussy with his head arched to side. She ran her hands through his hair and leaned her head back.

"OOOOooooohhhhhh Ben!!"

Mrs. Darien was impressed. This k** was in the middle of the fuck of the century. Yet he still had the courage, will, and energy to lick her pussy.

Stephanie moaned as his tongue began flicking her clit, "Oh..OH..oh…OH…Ben..fuck…oh..Oh"

Meanwhile Ashley was reaching down between herself and her son and started spanking her own clit as his massive shaft penetrated her. Ashley had been transformed into the Energizer Bunny and was fucking him like a bunny as well. Stephanie was stunned the k** hadn't come yet. She hoped she would get a little of this k** before the night was over. The janitors should be around a little later to clean the rooms. That had Stephanie a little concerned, because the janitors had keys. Also, the school hallway echoed a lot. She just hoped that no one could hear the intense i****tuous threesome going on in her classroom. Thoughts of her losing her job flashed through her head briefly. But then she was brought out of it by the teenage tongue that was fucking her insides.

"OH! Ben…OH..UH…fuck Ben…your tongue…UH…uh…" Stephanie moaned as his tongue slid up her inner wall.

Ashley watched as her son tongue fucked her best friend and it only caused her to fuck him harder. Everything she had in her, she fucked and fucked until her eyes rolled back into head. Her husband had never turned her on this bad before. Despite her son's nervousness and shyness, Ashley promised herself she was going to fuck him again…and again…and again. She was going to force him if she had to. This was too intense to quit cold turkey. She'd have to cut down in stride, and in smaller installments. Only Ashley knew that this d**g was going to be abused until she died from it.

Ashley reached down and grabbed hold of the base of his cock. She bounced harder and bumped her hand into her fist with every hump.

"Oh God Ben…shit…OOOoooohhh…My God…Uhhhh…Aahhh…OH…I'm cumming Ben…" Ashley explained.

This got Ben's attention and he brought his face out of Mrs. Darien's pussy and looked up at his Mom. Ashley let go of his base and took his face in her hands. She leaned down and began to make out with him.

"HHhhmmm…Oh Ben…baby…I'm cuuummmiiiinnnngggggg…call me Mommy!…"

"Mommy…..ohhhhh Mommy…sooooo tight…soooo warm….Mommy…..oh God Mommy…." Ben ached and groaned as his hot blonde mother rode his cock like a cowgirl.

"Here it comes….Uh…almost…Benny…ohhhhh fuck…here it is…" Ashley warned.

Stephanie leaned down again and took Ashley's nipple between her teeth. Lightly, she started to bite down.

"AAAAAAAAAAaaaaaaaaaaahhhhhhhhhhhhhhhh…..BBBBEEENNNNNNYYYY……" Ashley screeched a loud wail as her pussy exploded with orgasmic fire. Her orgasm racked her body and she shook like she required an exorcism.

Ashley hadn't called him 'Benny' since he was a c***d. This encouraged him more, "Mommy…..gooood Mommy…….soooo warm…….OH shit Mommy, soooo wet and tight….Uhhh…" Ben seemed almost surprised that his Mom had an orgasm. His face was painted red from blushing that his Mom had a tremendous climax while riding his erection. The look on his face made Mrs. Darien giggle.

After Ashley's orgasm subsided, she slowly started to lift herself off of her son's still erect cock. Her legs were shaky. She had to push herself off by using Ben's shoulders for leverage.

Stephanie helped by holding her up under the arms and lifted.

As her incredibly wet and tight pussy slid off his cock, Ben groaned when the head of his dick hit the cold air of the room.

He sighed loudly, "Aaaaahhhh…"

Stephanie heard his moan and turned to look at him. She couldn't believe her good fortune. The boy was still standing tall. Like a The Leaning Tower of Pisa. Always standing sideways, but never falling. She brought her best friend up and sat her on the edge of the desk. Ashley sat her tender ass down on the edge and faced the direction in which her son sat on the chair.

Ashley's tired face looked at her son and breathed heavily in his direction. Her face was beet red and her wetness was leaking onto Stephanie's desk. Ben watched her looking back at him with utter bewilderment and surreal. He didn't know what to say to her. His Mom. His absolutely fine ass mother with a mouth that would make a Hoover jealous.

As Ben stared into her eyes, a smooth tanned pussy suddenly blocked his view. He looked up and there was Mrs. Darien looking down upon him. And yes, once again, she was biting her lower lip seductively causing Ben's world to spin out of control.

"Ben? You're not finished are you?" She asked teasingly. "You wanna stop now?"

"God…Mrs. Darien…you…I…" He didn't know what he was trying to say. Just the sight of her naked body clad only in stockings and those glasses gave Ben the fantasy of the brainy girl that turned out to be a hottie in disguise.

"I tell you what Ben. This is your last day of high school. You're 18 now. And I feel horrible for making you stay after school. So now I'm going to make it up to you. You know how, Ben?"

Ben sat there silently. His cock aching for relief.

Mrs. Darien smiling wildly, "I'm…going to fuck your brains out Ben. What do you think?"

Again Ben said nothing.

The naked teacher rolled her eyes playfully, "Jeez Ben. You're not much of a talker. I hope you talk more in college. That's the key to socializing, you know?"

Ben shook his head in agreement.

"That's okay. I have ways of making you talk. I never would've made it in college had I not known how to fuck. Especially the teachers." She giggled to herself with that little white lie. She knew this k** was getting something most k**s only dream about. Stephanie never actually got the opportunity to fuck any of her teachers. There were a few that she wanted to, but opportunity never came a knocking.

"I'm going to give you a choice now, Ben." She stood there before him and spread her legs slightly. "I can fuck you by riding in front like you're Mom did? Or?" Then she spun around with her back to him. "I can fuck you this way. Either way…I'm going to screw that nice prick of yours till you're empty." She smiled at Ashley who was leaning back on her arms, legs hanging off the desk watching the show. Ashley was still recovering from her i****tuous fuckfest. Stephanie knew she looked like she could go a few more rounds later on, but right now she was beat.

Stephanie turned her head back to Ben. She wiggled her perfectly round ass in Ben's face. His eyes were glued to her tan cheeks. She giggled and clenched them together to get his attention.

Ben snapped his head back up to her smiling face. He had a glossy look in his eyes that told her everything she needed to know.

"I'll take it, you want it this way."

Ben's wobbly head shook somewhat in the way of a nod.

Ste