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But this particular Friday, as I drove into the office, I was tense. Matt was coming home tonight for the weekend and I didn't know what that meant. We had become so used to masturbating with each other that I knew that we wouldn't be able to not do it when he was actually here, so I had resigned myself to that. I even allowed myself to actually look forward to it. But I was nervous. It was one thing to be able to lie naked, or almost naked, in my bed with my fingers clawing at my pussy while my son and I talked on the phone but quite another to think about the prospect of doing that in front of him. On the other hand, I had pictured that hard cock of his so many times with my panties wrapped around it as he came, I couldn't wait to actually see it in real life.

I busied myself around the office all morning, but my mind was hardly there. Finally, shortly after lunch, I went home to get ready for my son to come home.

After straightening the house I took a long, soaking bath and shaved my legs, my underarms, and trimmed my pussy. After applying lotion all over my body I redid my makeup and hair and put on what I thought was the sexiest bra and panty set that I had. I tried on several different clothes, but none seemed to be exactly right. Finally, I decided to lose the bra and, since it was still warm outside, put on a short summer dress that buttoned up the front. It was cute and feminine and was covered in flowers. I checked myself in the mirror and smiled. I pulled my dress up to look at my panties. They were white with two small pink bows at the top near the hips. They were almost see-thru and I could see my "landing strip" through the opaque fabric. The lace around the top and the legs gave them an extra feminine touch. Having passed my own inspection, I went in and poured myself a glass of wine and waited for him to walk through the back door.



I didn't have to wait long. I had almost guzzled my glass of wine and was pouring myself another one when he walked in.

My heart actually skipped a beat when he came in. I had never seen him look so handsome. His smile lit up the room and his eyes were even bluer than I remembered. I ran to him and threw my arms around him.

"My god mom, you look amazing," he gasped.

"Thank you baby, I wanted to look my best for you so I took off work a little early today," I said, my arms holding him tight.

Still holding me, he leaned back and was checking me out. I'm sure he could tell that I wasn't wearing a bra since his hands were running up and down my back and his eyes seemed to be fixated on my nipples poking out of the front of my sundress. Our hips were mashed together as he looked me up and down and I could feel that he was already hard.

"I was about to make some dinner, are you hungry?" I asked, giving him a quick kiss on the cheek, very near his lips.

"Don't make dinner," he answered. "I made some money last weekend helping out a buddy of mine that has a moving company on the side. I want to take you out for a nice dinner. Give me a second to change and we'll go out."

"Baby, you don't have to do that," I said. "Keep your money. We can eat here, or I can treat."

But it was too late. He was already bounding up the stairs. "No way," he yelled as he ran up the steps.

I smiled and finished pouring myself a half glass of wine. I didn't get to finish it as he was back in just a few minutes, now dressed in his slacks and dress shirt. His hair was slightly wet and I realized he had run through the shower in what must have been record time.

Matt drove and we went to a favorite Italian restaurant not far from our house. It is quiet and has a romantic ambience that I have always loved. We both had a wine with dinner and, with the wine I had earlier, I was feeling pretty saucy.

The entire dinner was nothing but a perfect gentleman. The kind of date that every girl loves. We talked about school, my work, his fraternity, and everything under the sun... except sex. I knew that it was on both of our minds, but I appreciated his efforts to make this evening about more than the naughty things we had said to each other on the phone over the previous weeks.

As we were sharing a tiramisu, I was the one that finally broached the subject.

"So, did you bring those panties home that I accidently included in your bag?" I asked, smiling. "I'm guessing they must be pretty worn out by now."

"Yeah. I promised you that I would," Matt grinned. "But I was hoping to trade them in for a new pair or two when I go back."

"Oh you were, were you?" I laughed, putting my hand on his. "Well, we'll just have to see about that." I could feel my nipples hardening, rubbing against my dress. I was glad the lighting was low in the restaurant and – hopefully – only my son would be able to see that I was turned on.

"In fact," Matt whispered, leaning close so that only I could hear what he was saying. "I was hoping that I might be able to 'borrow' a pair tonight and let you see what you have been listening to over the phone."

Even in the dim light, I am sure Matt could see me blush.

I leaned in close and looked him in the eyes and whispered "So you want to see your mom finger her pussy while she watches you wrap her panties around your cock and jerk off? You want your mom to watch you suck the juice off her panties and see her cum? Is that what you want?"

Matt smiled and I could feel myself getting wet. "Yes mommy. That's exactly what I want."

"Well then, let mommy 'powder her nose' and we can get out of here and go back home then," I said, my voice almost shaking.

He stood up and assisted me with my chair while I went to the restroom. My knees were shaking as I walked to the back where the restrooms were. I wondered if the other patrons or staff could see the lust that must have been written on my face. When I got to the restroom, I was glad that I was the only one in there and momentarily leaned against the counter and ran my hand up my dress. My juices were already seeping through my panties, and I had to resist the urge to make myself cum right there.

Instead, I turned around, looked at myself in the mirror and smiled. It was the smile of a woman that knows exactly what she wants and is confident that she will get her way. I reached under my dress and pulled my panties down and balled them up in my fist and walked back to our table. When Matt stood up as I approached, I picked up his hand, smiled at him, and put my wet panties in his hand and closed his fist around them.

"Let's go home," I whispered in his ear. I smiled again to myself as I walked towards the door even though my son was so dumbstruck, he didn't move for a few seconds, just staring at his fist in the middle of the restaurant.

The ride home was only a few minutes but it seemed like hours. I couldn't wait to get inside and see his hard cock that I had been dreaming about. I could see it bulging in his slacks as we drove home in the faint light from the dashboard. It was all I could do to keep myself from unzipping him in the car and taking him in my hand as he drove. Matt alternately looked at the road, at me, and at my panties that were now dangling from his fingers as he drove.

When we rushed through the back door of the house, I had no plan so what happened next was, I suppose, purely instinctual. I took his hand in mine and led him to my bedroom. We stood at the foot of my bed for just a second before I put my arms around him and kissed him. This, however, was a kiss like two lover’s kiss. Deep and long, and full of passion. I stood on my tip toes and ran my tongue in his mouth. I felt his hands hold me close and then move down to my ass and pull me into his hard cock which rubbed against my pubic mound. My hands ran though his hair. When it ended, we were both gasping for air.

Matt had a magnificent body. Of course I had seen him in his boxers of swim trunks hundreds of times, but there was no comparison to seeing my son in all his glory with his beautiful cock sticking straight out. He naturally has little hair on his chest and his pubic hair was closely trimmed. His dick was actually bigger than I had imagined, but not the largest that I had ever encountered. When I finally tore my eyes away from his dripping cock and looked back up, he was smiling at me. I suppose that meant that whatever image he had jerked off to in his head wasn't far off from seeing me naked now. Oddly, I felt no embarrassment. The only sound in the room was the moans and gasps coming from each of us and there was already a strong scent of sex in the air. I was on fire.

I told him get the panties that I had given him at the restaurant and get on the bed. I pulled the covers back and we both lay next to each other.

"I think you said something about showing me what I have been listening to for a while now," I said as my hands cupped my right breast and pulled on the nipple.

He smiled and took the panties and held them to his face. I let my eyes wander over his body again and focused again on his cock.

It was, of course, as hard as a rock. It pointed up but curved back toward his stomach and I could see that there was a small string of semen connecting the tip of his cock to his stomach as he lay there on his back. I could see the veins in his cock were bulging as well. Poor baby, I knew it wouldn't take him long to cum.

As I was admiring his cock his right hand grasped it and he began to slowly stroke it back and forth, causing some of the liquid to ooze out making the string of semen a little larger. My eyes traveled back up and I could see Matt looking at my tits as I squeezed one of my nipples and the crotch of the panties pressed against his nose. I then saw his tongue snake out and lick the crotch and I heard him moan.

"Matt, that is to fucking hot," I half said, half groaned. My right hand moved from my nipple to my clit, and I started to run a small circle around it... moving it back and forth. I was already so wet that I didn't need to dip my finger in and lubricate it. It felt slimy and wet and very hard.

When I moved my hand down, Matt's eyes followed, and I heard him groan and then close his eyes for just a second. Quickly they were back on my hand as we both pleasured ourselves in front of one another.

"Is this what you wanted to see baby?" I whispered. "Is this what you pictured I was doing when we talk on the phone? When I’m playing with my pussy talking to you? This is exactly where I am most of the time when we chat like this. Lying on the bed, fingering my wet pussy thinking about my son jerking off with my panties around his cock."

With that, Matt moved the panties from his face to his cock and wrapped them around himself. Then he resumed his slow, steady strokes, trying desperately to prolong the moment that he would cum.

"Oh honey, I'm sorry," I said. "I should have been more considerate. I know you were enjoying tasting mommy's juices on her panties and now I asked you to wrap them around your big hard dick so I could watch my favorite fantasy. Here, let me help you."

I took my finger and plunged it in my soaking pussy and pulled it out, offering it to Matt. He opened his mouth like a baby being fed and sucked in my finger. I could feel his tongue swirling around my finger while he licked every bit of juice that I was able to deliver.

"Mmmm, I think my son likes tasting his mommy," I said as seductively as I could.

I pulled my fingers from his mouth and moved them to my swollen clit.

"Matt, I'm about to cum," I panted rolling onto my back again, my fingers furiously rubbing my clit. I grabbed my nipple with my other hand and began to pull and twist it. Matt watched with rapt attention.

My breathing quickened and I could feel myself flush on my chest and my neck. I knew it was just a matter of seconds now.

"Cum with me baby”, I moaned loudly.

Matt scrambled and straddled me. As I was nearing my orgasm, I looked down to see him stroking his dick with my panties still wrapped around it. I tried to keep watching but the orgasm was too powerful. I closed my eyes and felt myself cum while my son was watching me. I came in wave after wave.

I heard Matt grunt and felt the first splatter of his cum on my tits, followed by another that landed on my cheek, then another to my forehead and on my lips. I quickly opened my mouth and licked it off my lips, tasting my own son's juices. Then another, this time landing again on my open mouth and I quickly gobbled that up as well.

I could feel another orgasm coming over me and I threw my head back and came again uttering a low guttural sound that I don't remember ever making before. It seemed so primal.

Matt finally slumped and fell over on his back next to me, both of us panting like we had been running a race.

"Wow," I heard him gasp.

I smiled and rolled toward him. "I know," I whispered... "Wow."

I awoke the next morning lying naked next to my son, his dried cum still on my lips and my face. I slipped out of bed and jumped in the shower and, as I felt the water from the shower head rain all over my body, the memory of the previous night's events came flooding back to me. I didn't feel ashamed or embarrassed. Rather, I felt somewhat invigorated. I had stripped naked in front of my son, kissed him as if he was the love of my life, and watched as he masturbated with the panties that I had handed him in the restaurant.

I turned off the water and toweled off. I reached for the lotion that I kept under the sink and rubbed it on my skin. This was my morning routine that I had executed thousands of times before, but this morning I paused long enough to look at myself in the mirror and take in my nude body. Matt, if he was awake, wouldn't be able to see me checking myself out since the angle of the bed and the bathroom door didn't line up. Not bad for a forty-five year old, I thought. My stomach was still flat and my boobs had just a bit of sag to them, but still held up nicely, I smiled. I turned and looked at my butt. It wasn't the butt of my teenage years, but, thanks to my yoga workouts and occasional spin classes, I thought it looked better than almost all of the other moms that I knew with college aged kids. I ran my hands over my boobs and my nipples immediately got hard. They have always been very sensitive, none more so than this morning.

I put on a yellow thong and peeked around the door to see if Matt was awake yet. He was lying on his back with the sheet covering his lower half. I could see the outline of that beautiful cock under the sheet.

I toweled off my hair some more until it was only damp and reentered the room. I put clothes on and head to the kitchen to make us a delicious breakfast. As I was preparing eggs, at that moment all that I could think of was "I wonder what Jill will think when I tell her about this?"

When breakfast was ready, I went to wake up Matt. As I entered the room he stirred, and I smiled.

"Thought you might need some nourishment," I said. "You used up a lot of energy last night."

He sat up and laughed. "I think I still have some more energy but could probably use a little pick-me-up."

I let Matt finish his breakfast. Neither of us had a lot to say as he ate. I think both of us were digesting the events of not only last night, but of the past several weeks.

"Honey, are you okay?" I started. "I mean with all of this? I know it's not the typical mother / son relationship. And if you are having second thoughts I understand."

"Oh no, mom," he said, finishing the last gulp of his orange juice. "It's not that. Actually, I was thinking how hot it is that you're sitting here next to me wearing just your panties, and shirt with no bra. This is like some kind of dream or something."

I stood up and grabbed his plate and take it to the sink.

"So... when you 'accidently' put those panties in my bag," he started, emphasizing "accidently." "Was it really an accident, or did you mean to put them in there?"

I blushed. "I guess we don't have any secrets from each other anymore do we?" I said. "Okay. I confess. I may have put them in there," I laughed. "But it wasn't my idea."

I added the part about it not being my idea to be lighthearted and try to make myself appear to be a little less slutty. But as soon as I said it, I regretted it. I knew he wouldn't miss it.

He didn't. "Really? Who's idea was it?" he asked.

I knew that I was busted. And also knew that the truth would come out sooner or later. So I decided to be honest. I confessed to him the whole story of how I had confided in Jill after discovering that he had been "playing" with my panties. And that she was the one that suggested that I include them in his bag that weekend.

"I'm sorry, baby," I offered. "It may have been her idea, but I was the one that actually carried it out. I know that it was deceitful. Will you promise that you won't hold it against me? Or Jill?"

"Seriously?" he questioned. "It's like the hottest thing that has ever happened to me," he laughed. "Remind me to give Mrs. D a hug the next time I see her," he grinned. Mrs. D was Matt's shorthand for Jill, short for Mrs. Duncan.

He leaned over and kissed me. I felt a weight leave me, knowing that all of my secrets from Matt were now known. Well, almost all... I still hadn't told him that Jill had listened in on one of our phone chats and that both of us had cum while listening to him masturbate on the other end of the line. But that could wait.

Matt went to shower, and I heard the phone ringing. I answered it before even looking at the caller ID to see who it was.

"Did I catch you at a bad time?" Jill said on the other end of the line.

"Oh no," I answered. "Matt just stepped into the shower." I glanced at my watch and it was almost 1:00 in the afternoon.

"Hmmm," she smirked. "Busy morning with Matt?"

I laughed and said vaguely "We've just been enjoying each other." Jill knew how excited I was about Matt's visit this weekend.

"I bet you have, you naughty girl. You know you are going to have to dish all of the details when he goes back to school."

I looked back at Matt, drying off just outside the shower stall, his muscles still slightly damp and glistening in the sunlight coming through the opaque windows of the bathroom. God, he was handsome, I thought to myself. If he only knew what we were talking about right now...

"We are having fun," I laughed. Then in a whisper I added "And I promise that I'll share the details with you." And then, back to my normal voice level, "but I need to run for now. Matt told me about a dinner that he has to go to next week and I promised him last night that I would take him to look for some new clothes."

"Okay," she laughed also. "I understand. God, I am so jealous of you right now."

"I know," I chuckled. "We'll talk later."

When I hung up I told Matt to get dressed and that I was taking him shopping.

It was a beautiful, sunny day and we walked close to each other wandering around the outdoor shopping center. Occasionally he put his arm around me and at times I felt almost like a school girl again. Somewhere along the way we stopped and each enjoyed an iced frappuccino sitting outside one of the local coffee shops.

"So," Matt interrupted my impractical thoughts. "I'm guessing that was Mrs. D you were talking to on the phone before we left?"

"Yes," I answered, suddenly back in reality.

"Do you think she knows about us?" Matt asked, looking a little embarrassed, but also inquisitive.

Oh god, I thought. I don't want to lie to my own son but, at the same time, I didn't know if he would be mad at me for sharing – at least what he thought was our own secret – with my best friend.

"Why would you ask that?" I answered, deftly.

"I dunno," he stammered, stirring his drink with his straw. "I guess... I mean... I know you told me about her suggesting that you leave your panties in my bag... and I guess... I don't know... I guess I was just wondering how much she knew."

I sat silently for a few moments, trying to find the right words to say. "Would that bother you if she did?" I asked, in a non-committal answer.

His eyes lit up. "God no," he said, excitedly. "Actually I think it's kinda hot."

"I told you that Tim has the hots for her, didn't I? I can see why. I've even seen her panties," he laughed. "Tim and I traded one time. She's a pretty lady... of course, not as pretty as you, mom," he added quickly.

I laughed at his awkward attempt to make sure he hadn't offended me. "It's okay if you think she's pretty," I smiled. "I do too. Sexy even," I blushed. "As long as I know that I am 'your girl' I don't care if you think my best friend is 'hot'," I laughed, using my fingers to indicate quotation Matts around "hot."

Matt laughed. "So, back to my earlier question... do you think Mrs. D knows? About us I mean?"

I smiled inwardly. I could see he wasn't going to let me try and evade a direct answer.

"Well... kind of," I said slowly, blushing. "I'll tell you a little secret but you have to promise me that you won't tell Tim or anyone else."

Matt's eyebrows rose. "Wow, this sounds juicy. I promise that I won't tell anyone mom. Not even Tim."

I took a long gulp of my frappe and looked around to make sure we were out of earshot of anyone. Even though I knew no one was listening in on our conversation, I leaned in toward Matt and he leaned in as well.

"Remember the night when you and I chatted on the phone and I told you Jill had just left?" I started.

Matt nodded, a hint of a smile appeared on his face as he remembered. "Absolutely. That was very hot."

"Well," I continued. "It was hot for me too. But in a different way. Now remember that I had a little too much wine that night," I stalled. "But I had asked Jill if she wanted to stay and listen in while you and I chatted."

There it was. I now had no secrets from my son. I stared into his eyes to see his reaction, hoping he wouldn't be mad at me for letting Jill share in our intimate conversation, especially since I had been so adamant that he keep our phone conversations to himself and tell no one about them.

Matt looked from side to side, I think to make sure no one was looking, then grinned and leaned in and kissed me square on the lips.

I closed my eyes and savored that split second of our first public kiss like that. When I opened them, Matt was still grinning from ear to ear.

"I take it from your reaction that you aren't mad?" I laughed.

"I would say pretty much whatever the opposite is of being mad," he answered. "Did she enjoy listening in?"

I laughed out loud this time. "I would say she did," I smiled. "When I initially asked her, I was planning on just playing along with you and letting her listen in. But we got so turned on that we both ended up cumming in front of each other listening to you. The other part of the secret is that I knew that Jill had been fantasizing about Tim for some time... but he doesn't know that. I think for her that night was a way that she could indulge her fantasy by listening in on us without actually carrying on with her own son."

"Do you think that she really wants to hook up with Tim?" Matt asked seriously.

"I know that she would," I answered, recalling several conversations Jill and I had on this subject over the past few weeks. "But she's afraid to initiate it. And I can understand that. So I think she lives vicariously through you and me."

"But you never asked her to listen in after that one time?" he asked, sounding somewhat skeptical.

"No, the opportunity never presented itself," I answered honestly. "We talked about it a couple of times after that, and I know she would do it again, but the times you and I have spoken on the phone since then, she hasn't been over like she was that night. That's the only reason. Well that, and the fact that we both probably had a lot of wine that night," I smiled.

"And... did you just watch each other cum... or was there more?" Matt asked hesitatingly, recalling my earlier confession of my experimentation in college with another woman.

I blushed. "No. That was really pretty much all we did," I said, shading the truth a bit by omitting that Jill had fed me her finger soaked with her own juices.

Matt laughed. "Well, if she enjoyed listening in so much, maybe we should invite her over tonight and let her listen to us through the bedroom door," he joked. At least I think he was joking. He was looking at me kind of funny and I could tell the idea turned him on.

Truth be told, it turned me on as well. I still had a clear mental image of Jill masturbating that I had called on as I approached my own self-induced orgasms more than once since that night.

I smiled a naughty smile at my son and got my phone out of my purse. "Hey Jill, it's me," I said when she answered. Have you made plans for dinner yet? Good. Matt and I are going to stop by the market and get some steaks. Come over and join us."

Matt sat wide-eyed looking at me, his jaw dropping listening to one side of the conversation.

"Don't be silly. We are both looking forward to having you over. I won't take no for an answer. We are headed to the store now, so we'll see you in about an hour? Good. See you then."

I hung up, sat back in my chair and looked at Matt. "We are having a guest for dinner," I smirked.

After stopping by the store, we hurried home.

We changed our clothes, and it was almost time for Jill to arrive. I knew her fantasy was her own son, but I also knew that she derived a certain pleasure from hearing about Matt and me. It was her way of living out her fantasy.

Matt threw on some gym shorts and a t-shirt from his favorite baseball team. Even though it was cooler, it was still warm enough that I could wear shorts and a halter top. When I looked in the mirror, I could see my nipples poking through the thin fabric and smiled to myself. Nothing subtle about that, I laughed silently.

A few minutes later, Jill came walking through the back door.

"Knock, knock," she yelled. "Everybody decent?" she laughed.

"Hi Mrs. D," Matt said, walking over to give her a hug. "Good timing. I was just about to fire up the grill."

"My, you look even more handsome than the last time I saw you," Jill said, eyeing Matt.

"Hey, control yourself," I smiled, walking into the room. "He's already spoken for."

I gave my best friend a hug and she laughed. "So I hear," she said.

Matt blushed and went outside to start the grill.

Jill watched him from the window. "I can see why you can't keep your hands off of him," she said wistfully. "He and Tim are two good looking guys."

She handed me a bottle of wine that she had brought and we opened it and began putting dinner together. Matt handled the steaks and Jill and I made a salad and twice baked potatoes.

Dinner was delightful. Jill, Matt and I laughed and told stories and finished the bottle of wine and opened another. She caught us up on Tim and said he would be home in a couple of weeks. By the time we cleared off the table and put the dishes away it was dark. I asked Matt to put some music on outside and the three of us adjourned to the patio to enjoy the evening air.

The stars hadn't appeared yet, but there was a nice breeze as the three of us continued our conversation.

Jill and I were beginning to get a little tipsy from all of the wine while Matt obviously loved being the center of attention of two adoring females. There was a lot of laughing between the three of us and touching between Matt and me as the night went on and the wine bottle emptied. When we finished the second bottle, I asked Matt to go in and open another.

When he went inside, I immediately turned to Jill and said "Listen. I need to tell you something," I started. "I told Matt about the time that you were over here and listened in when he and I were talking on the phone."

"Seriously?" she gasped. "What did he say?"

I laughed. "Let's just say that he took it well. I don't think his dick has gotten soft ever since I told him."

We both giggled like school girls at a slumber party. The wine was obviously having its effect.

"Does he know that I have fantasized about Tim the way you have about him?" she asked in a hushed tone, as though Matt could hear us through the door.

I smiled. "I think I may have mentioned that too," I coyly laughed. "But it was only after he told me that he knows Tim has the same thoughts," I whispered.

"Oh my god," she sighed.

At that moment Matt reappeared and topped off our glasses. For the first time all night the conversation was muted as both Jill and I daydreamed about fucking our boys.

After a few minutes, Jill stood up and said "I think I better get going. I will leave you two to catch up some more."

"Don't go," I begged. "Matt and I were about to get in the hot tub. Why don't you join us?"

I looked at Matt and he had a wide-eyed look on his face. "We were?" he asked, laughing.

"Sure. Why not?" I offered. "It's beautiful night. Honey, go turn the heater on and get the hot tub toasty for us."

Matt wasn't the only one looking at me wide-eyed. As he scampered off to warm the hot tub, I turned to Jill and saw her still standing with a look of incredulity on her face.

"What are you doing?" she whispered. "Don't you want to spend some 'alone time' with Matt?"

"Of course," I smiled. "And after you leave, I plan on doing exactly that. But I also know that he would love having two over-sexed women fawning over him. Come on, it'll be fun," I coaxed.

"I don't know," Jill said, sitting down and taking another deep gulp of her wine. "I'm guessing you aren't planning on me borrowing one of your swimsuits, are you?" she smirked.

"Hey – wear whatever you want," I started. "In fact, if you want, just leave your bra and panties on. But something tells me the general idea is working for you," I smiled, looking at her nipples now clearly hard through her shirt and bra.

We both laughed as Matt returned, the hot tub roaring in the background.

"What's so funny?" he smiled.

"Oh nothing," I said, smiling at Jill. "Tim's mom was just showing me that she kind of likes the idea of the hot tub."

She and I both started giggling like school girls again. Matt didn't seem to get the joke until he looked at Jill's chest and could see how she was "showing" her pleasure. He actually blushed.

We all sat for a few more minutes, waiting for the spa to heat up. Matt was now shirtless, wearing only his gym shorts. I could see that his dick was tenting in his shorts even though he was trying to be discrete in front of Jill.

"So, Jill, when Tim comes back home for the weekend we need to plan a get together... just the four of us," I prodded.

"Yeah, that would be cool," Matt said. I could see him still eyeing his Jill's tits.

"I'm sure you boys have some catching up to do," Jill offered. "Maybe swap some stories about college life?"

"More like swap some panties," I laughed. "I bet you didn't know that our boys have traded our panties with each other, did you?"

Matt looked at me quickly, blushing, and then at Jill to see her reaction.

Jill took another gulp of her wine, smiled and said "I guess Tim failed to mention that. I hope you liked them Matt."

Poor Matt. He didn't know what to say. He mumbled something incoherent as Jill and I laughed.

"I'm sure that he did. I know that you enjoyed mine, didn't you baby?" I said, putting my hand on Matt's thigh.

I could see Matt's cock jump in his shorts when I touched him. And then he smiled, sensing that he was being ganged up on. "Many times," he laughed, silently acknowledging that he was outnumbered here.

I stood up and peeled my halter top off, my breasts now free in the night air. "I think the hot tub is warm enough for us now," I said, feeling a little wobbly standing up so quickly.

Both Matt and Jill sat for a second, looking at me topless not knowing what to do next. I stepped out of my shorts and stood there in my cranberry red thong.

Jill was the next to move. She stood up and took off her shirt and shorts, standing in her matching pink bra and panties she said "Well, I think that I'm drunk enough. Let's go Linda." She took my hand and we walked hand in hand to the hot tub. Matt sat rooted to his deck chair with his mouth slightly agape, watching me and my best friends asses sway on the way to the spa.

Jill looked back over her shoulder and let out a small laugh at his dumbfounded look. "Come on Matt," she said, taking her hand from mine and giving me a light pat on my butt. "I know that you want some of this."

I blushed at her brazenness, but we both laughed as he sprung from his chair and almost caught up to us as she and I stepped into the hot waters of the spa.

I like to think Jill and I had tried to keep at least some sense of decency as she was still in her lingerie and I was, at least, wearing my thong even though I was topless in front of my son and her.

Matt made no such pretense. As he stepped to the side of the spa, he yanked his gym shorts down and his hard cock stuck straight out in all its glory.

"Sorry ladies," he smiled. "I didn't have a clean pair of boxers to wear under my shorts."

As he stepped in, I could see the look of lust in Jill's eyes. And I am sure, had she torn her eyes away from his beautiful body, that she would have seen the same in mine.

We all settled in to the hot tub, each with our wine. Jill sat across from Matt and me in the hot tub, watching us with a voyeuristic look in her eyes. I could feel my leg rubbing against Matt's and looked down to see my hard nipples were barely visible right at the water's edge.

I reached down with my free hand and put it on Matt's leg under the water. My movement was obscured by the bubbles of the water and the lack of light in the pool, but Jill knew something must be up because Matt suddenly gasped when I touched him. I smiled and moved my hand slightly up his thigh until I felt his balls against my little finger and I heard him let out a soft moan. He turned to me and smiled and then leaned in to kiss me.

I didn't care that Jill was watching as I took his tongue into my mouth and we kissed like two lovers. When I opened my eyes, I saw Jill setting her wine glass on the back of the spa and lean forward to take her bra off. She threw it over the side and I saw one of her hands begin to caress her left breast. My hand went higher on Matt's leg and I felt his hard cock. This time his moan was audible enough for both of us to hear.

I put my glass down and maneuvered so that I was straddling his leg, facing Jill, grinding my pussy into his thigh, my hand still on his dick. I looked back at Jill and saw her watching my every move, her eyes glazed over, playing with her tits now with both hands.

God, my pussy was on fire. It felt so good to rub my clit against the muscles of his leg, I knew I could cum if I kept this up. But I wasn't ready for that just yet.

With my hand, I beckoned her towards me. She held out her hand and grasped mine. I pulled her from her seated position to move so that she was now standing inf front of me. I put my hand behind her head and drew her into me, kissing her. At first it was just our lips touching, but after only a few seconds, our tongues were deep inside each other's mouths. One of her hands reached up and palmed my tit, her fingers closing around my nipple. With that movement, now I was the one moaning audibly and she increased both her tongue action in my mouth and her movements with her fingers.

Matt's hands had been still to that point, keeping one hand holding his wine glass and the other on the bench of the spa. Now he set his glass down and began to rub his left hand on my bare back and the part of my ass that he could reach while I still ground my clit against his thigh. With his other he tentatively reached out and put it on Jill's back, stroking it and moving down to the small of her back, barely grazing against her panties and back up, not sure how far he could let his hands go with his best friend’s mom.

Jill helped him define the boundaries – or lack thereof. She broke off our kiss, leaving me breathless for a moment and yanked her panties off, dragging them across Matt's face with a smile as she threw them to the side. She then straddled his other leg as I was doing and leaned toward me offering me her nipple to suck on. She looked me in the eyes and said, "I'd feel bad about asking you to share your son with me, but I hope you're okay with this."

I grinned and could feel Matt's hard cock twitch in my hand. "As long Matt doesn't mind," I said, now leaning down to take her nipple in my mouth.

Jill smiled also, knowing – as I did – that not only did Matt not mind, but he was also loving watching two "hot" women play with each other's tits. I could see Matt out of the corner of my eye intently watching me suck on the nipple of my best friend. "Oh god," Jill sighed. "That feels really good."

I felt the movement of the water roiling as she rubbed her naked pussy against his leg faster now. I knew she wanted to cum.

I got off his leg and, to Jill's chagrin, stood Matt up and moved him behind me. "Take mommy's panties off baby," I said breathlessly. Jill had returned momentarily to sit in the hot tub facing us now and watched as my son pulled my panties down my legs as I stepped out of them. Matt handed me the panties and I smiled as I handed them to Jill. She took them and put the wet crotch to her nose, trying to smell my arousal through the chlorinated water-soaked lining.

"Move up here," I told her, patting the limestone cap surrounding the top of the hot tub.

She sat on the cap, now totally out of the water except for her feet. I put both of my hands on either side of her hips on the cap. "I want you to have a good seat for this," I breathed, leaning forward so that I was now bent at the waist, Matt still standing behind me.

I looked over my shoulder at my son, alternately staring at my ass that was still submerged in the water and Jill's pussy that was clearly visible as she spread her legs in front of my face. "I think we need to show Jill how a son fucks his mom baby," I said huskily. "Fuck mama now."

With that I felt his hard dick enter me with no resistance on my part. My pussy was soaking wet and it had nothing to do with the water from the hot tub. "Oh god," I moaned, leaning forward some more as he rammed his dick in me as far as he could go. My face was now just inches from Jill's pussy and I saw her fingers from her right hand move to her clit and began to move it in a circular pattern.

I was so close I could smell her pussy and couldn't contain myself from tasting it. I moved forward a bit more, my son moving with me, still fucking me, water splashing on the sides from his rocking in and out.

My tongue replaced her fingers, and I tasted another woman's pussy for the first time in twenty years. I have to admit that ever since that night that she offered me her cum soaked finger, I had been thinking about doing exactly this. It tasted heavenly. Even more so because this time I tasted her while my son watched.

Jill groaned deeply and used one of her hands to support her on the cap of the hot tub and the other went behind my head to make sure I didn't change my mind. But I had no such intention. I loved the dual ecstasy of having my pussy fucked by my son and tasting my best friends' pussy at the same time.

I felt my stomach begin to tighten and I knew that I was very near an orgasm. I moaned into Jill's pussy as I felt the waves inside me start to crest. Jill tightened her grip on the back of my head and held me tightly against her pussy, my tongue flicking wildly back and forth up and down on her clit. She closed her thighs around my head and let out a low guttural moan and came hard, her body and legs shaking. I could taste her juices as they seeped from her pussy.

Her orgasm pushed me over the edge, and I felt my pussy muscles contract around Matt's cock, still sliding back and forth in me and I came in an intense orgasm. This caused Matt to be the last in our three-person domino to fall and he grabbed my hips and jammed his cock in as far as it could go and began to shoot his sperm in me. I took my mouth off Jill's pussy long enough to gasp when I felt the force of his orgasm and my legs began to buckle. He stayed inside me until he could cum no more and I felt him soften until he couldn't stay inside me anymore.

Jill must have been watching all of this unfold because as soon as he slipped out, she took my hands and pulled me to her. She sat my spent body on the limestone cap, and sucked Matt’s sperm, along with my juices out of my pussy. In less than a minute of her tongue lashing, I was cumming again, almost falling out of the hot tub.

When my orgasm did end, I sat beside her on the capstone, both of our swollen red pussies on display for my son, who had collapsed back and sat on the far side of the spa watching his mom get his cum sucked out of her by his best friend’s mom. It must have been quite the sight. As Jill and I tried to regain our breath I looked at him and we both smiled at each other.

I turned to Jill sitting next to me. "Aren't you glad you didn't go home now," I smiled.

She laughed and kissed me on the lips. "You have no idea how glad I am," she said.

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