Mother's Seduction free porn video

There was no question, a part of me was shocked yet at the same time I have to admit, it wasn't as if the signs hadn't been there and for that matter, for some long while. I guess the truth was I'd hoped it was little more than my imagination.

I eased back a little from my vantage point at the top of the landing, sure I couldn't and wouldn't be seen. For one, the two of them would have assumed I had gone to bed. The second reason being, sitting as they were on the sofa, pretty much with their backs to me, not only would they have had to look up, they'd also have had to turn around almost a full one eighty and even then, concealed as I was, I was comfortable enough of not being seen. As it was, neither was showing signs of wanting to know my whereabouts.

Looking down at the two of them I found myself checking out my mum's body, or at least as much as I could see. At fifty years of age it's my bet, most guys might assume a woman that age would be on her way out. It's probable many are but, not so my mum. She had always looked much younger than her true age.

Don't get me wrong. It wasn't I'd ever looked on her in any sexual way. Sure, over the years there had been times the sight of her body had caused a few hormones to kick in. I guessed most young guys may have experienced that much but that's as far as it had gone. Now, checking her out in her current situation, it kind of showed her in a new light and it wasn't hard to see why my friend Mark would be interested.

Mark and I were at the same college. At twenty, he was a year older and in the year above and, like me, he was into the numerous sporting events the college had to offer. Athletically built and physically fit it was an area that gave him something of a following of girls. The truth was, I'd hoped it would have been the same for me but for reasons I'd yet to discover, where it worked for him it didn't work so well for me.

The fact was he didn't seem to have any problems getting himself a date despite his reputation for treating girls badly. He'd think nothing of relating details of his first dates with his friends. Of course to me, embarrassing the girls never seemed right and at times it didn't seem fair but then where was it written life was meant to be fair?

In all, though we pretty much mixed with the same group of friends, our particular friendship was more to do with the sporting side of things, this being the reason he would spend time at mine....... Lately though, I'd noticed he'd been spending more time hanging out here than usual, as I saw it, often with little reason.

At first I'd put it down to him tiring of his usual friends...of maybe needing a break from them as can happen to all of us, but thinking back over these past few weeks and of the number of visits he'd made, and now looking down at him as he sat with my Mum on the sofa, no longer did I think it the case he'd tired of his friends. Instead I believed he was looking for a new challenge and right then, I was as certain as I could be he saw that challenge as my Mum.


As for my Mum, for reasons I couldn't fathom, it seemed she was oblivious of his intentions. The strange thing is, she's no dumb broad. She'd done the university thing, qualified in her subject with honours and had worked her way into an accountancy firm. For a number of years now she'd held down a highly paid job in the financial sector. Yet where Sean was concerned she didn't seem to be able to see past the end of her nose. These past few weeks she had seen almost as much of him as she had me for of late, it was as if he'd treated our place like his own, coming and going pretty much at will.

There were times I would arrive home late after a college activity only to find him already there. Other times I'd get home early and find no one home. An hour or so later Mum's car would pull into the driveway where, surprise surprise, Mark would be with her. He'd get out and help her into the house with the bags of groceries or shopping where she'd weakly explain Mark had kindly offered to help. Why someone usually so sensible would believe someone his age would want to help her out with her shopping was beyond me. I just knew I sure as hell didn't, leastways, not without good reason.

The truth was, she was a great Mum but in my opinion, far too trusting of others

I continued to watch from my hiding place, my eyes still drawn to my mother's shapely figure sat alongside Mark

She wasn't a big person in the height department. Only five three in stockinged feet but she's one of those women who seemed to have to do only the bare minimum to keep herself in good shape.

True, she didn't belong to a gym and I had only occasionally seen her work out at home yet she always looked in great shape. Tonight, wearing a deep red coloured, fine knit top that accentuated her natural, 36c curves. (I'd once had occasion to check out her bra size in the laundry).I had to admit, she looked in excellent shape. Indeed, her figure had not been lost on me when the three of us were sat together in the lounge and I knew without question, those same shapely breasts of hers hadn't gone un-noticed by Mark. Several times I'd caught sight of him eyeing her up and down, in particular, those breasts of hers. Those were times I was sure he was almost undressing her with his eyes. I think I pretty much felt then, my presence was all that was stopping Mark from trying his luck. Hence why I was now sat at the top of the stairs, hidden from view. These previous few weeks watching him with my mum had been playing havoc with my head. Tonight it was time to see if my concerns had been right and if so, how far he was prepared to go.

To be fair, I seriously doubted if Mark had ever tried it on before with someone as old as my mum, but with having dated and discarded most of the girls his own age, I could see why Mark might view her as his next sexual challenge. The fact she was as old as she was would only serve his purpose more for, if things worked out, he'd like nothing better than to boast about it amongst our mutual friends. It was how Mark worked. It was something he enjoyed doing.

Of course, this was not at all what I wanted and it was my hope, come the moment of truth...that were he to pluck up the courage .....my mother would rebuff him.

Quite how she would do this I wasn't too sure. Maybe tactfully...maybe more forcibly. I didn't yet know. So far as I could tell these past weeks, she seemed to have fallen for his charms. I could only hope, if he made his move, she would finally see through him and when she did, she'd do it forcibly. Friend or not, in my Mum I was sure Mark had met his match and nothing would please me more than seeing her put him firmly in his place. I guess I kind of saw it as a kind of revenge for all those girls he'd treated so badly.

The three of us had been half hour into watching.a film when I felt it was time to make my excuses, explaining I was tired, before adding it was time to hit my bed.

Up to that point, the two of them had been sat on the sofa seemingly, watching the film with some interest while I'd been sat on the sofa chair opposite, mulling over the many things drifting through my head.

For me, it had seemed a pretty dull film anyway, not that I'd paid it too much attention. While they were watching the film I'd spent much of my time watching them, not that anything had happened. My being there had put paid to that, though I had been surprised at how close Mum had allowed Mark to sit.

Be that as it may, having made my excuses I got up ready to leave the room. Mum's parting gesture was to wish me a 'Goodnight' and to tell me, she too was tired and wouldn't be long behind me. I wondered if it had been a hint from her it was time for Mark to go. If it was he certainly hadn't taken notice.

The movement of Mum getting up from the sofa bought me out of my thoughts. I heard her say something about drinks and saw Mark give an affirmative nod of his head.

Again I suspected this was my Mum's way of suggesting, once he'd had his drink it would be time for him to go but having left the room it was clear Mark hadn't seen it that way for I saw him move more centrally on the sofa. I nodded to myself, aware he was probably covering his options by making sure, whatever side she chose to sit on her return, he'd remain close.

It was a few minutes before she returned. She handed him a cold beer while she'd poured herself a glass of wine, so far as I could recall, her third so far this evening. She sat back down on the sofa just as the commercials finished and the film started up again.

Mark took a good swig of his beer then leant forward to place his glass on the small coffee table. When he sat back I noted how he'd edged himself even closer to my Mum. Again, if she'd noticed at all she did nothing to object.

For the next few minutes the two of them continued to watch the film and for the first time I was beginning to wonder if maybe I'd got this all wrong The doubts were starting to creep in. Maybe he wasn't intent on hitting on my mum, maybe it was all in my head, but when I saw him reach out his arm and rest it along the top edge of the sofa, inches from my mother's shoulders, my doubts disappeared.

I held my breath, wondering if it was now he was going to make his move. If he was going to pluck up the courage to lower his arm down onto her shoulders and if so, what her reaction might be.

I didn't have long to wait. No more than a minute passed before I saw him lower his arm down off the sofa yet, rather than place it around her shoulder as I expected he might, he instead began teasing the back of my Mum's neck lightly with his fingers. I continued to hold my breath, at any moment expecting her to say something...to object. Instead, I was sure I heard a soft moan escape my Mum's lips. Moments later my thoughts were confirmed.

"Oh that's nice Mark!" I heard her tell him. "It's been a long time since I've enjoyed a massage."

This was definitely not at all what I would have hoped for, nor was it moments later when she lowered her head, baring more of her neck for his fingers..

Whatever opinions I had about Mark, being slow wasn't one of them. He immediately recognised the lowering of her head indicated a willingness for him to continue. He turned slightly on the sofa so as to bring his other hand into play.

I looked on as he used both hands to massage each side of her neck.

Once more my mother let out a quiet moan of pleasure, tilting her head even further forward where for several minutes she allowed herself to enjoy whatever pleasure his fingers were giving. Needless to say, no longer did either of them appear to be taking any notice of the film.

I was amazed at what was happening. I can't begin to tell you how many thoughts filled my head.

Surely by now my mother must have realised what he was up to. It was obvious to me so why couldn't she as much? Why hadn't she put him in place? Why would my Mum allow this?

As I wrestled with these thoughts I felt annoyed with my mother, angry she was acting as she was and not in the manner I'd hoped for. I bit down on my lip, frustrated things were not happening how I had wished, though still enough of my wits about me to know I needed to stay hidden. The truth was, at that precise moment, both Mark and my mother were pissing me off and I was finding it hard not to reveal myself and put a stop to what was happening below once and for all.

I leaned back a little, still watching what was taking place and it was then another thought struck me.

Until this point in time I had only been seeing events from my own and Mark's perspective. Mark's, because I was sure his only interest was almost certainly to try and seduce my mother......a pleasure until tonight he'd almost surely felt out of his reach. Mine, that I had wanted this evening to be about seeing my friend put firmly in his place...his ego and pride more than a little dented. The last thing I wanted was Mark recounting his sexual achievements to his friends. The very idea appalled me but I knew Mark well enough to be certain, he'd take great pleasure informing them of how he had bedded my mother.

Yet she too had feelings and now it occurred to me, at fifty years of age and with no regular guy in her life, aside from me of course, she was probably more than a little flattered someone like Mark would show an interest in her.

So far as I knew, despite the fact she was still a very good looking woman, she hadn't dated in some while. Now here she was, albeit a little the worse for drink, sat on our sofa with a young guy who was clearly attracted to her. It was an opportunity I knew my mother rarely encountered.

I began to wonder what must be going through her mind. She was obviously flattered by his attention or she'd not have allowed him to do what he was. But what of the fact he was only a year older than me? How does a fifty year old woman handle that fact? I chewed that thought over for some moments before deciding, there was probably very few of us, when sexually aroused, could honestly say they would really give much credence to a difference in age, especially when the attention my mother was getting was probably the first in a very long while.

Now as I edged forward once more to gain a better view, more thoughts started to enter my head.

Maybe Mum was too wrapped up in what was happening. Without a date for so long maybe this was what she felt was needed, some attention.

She wasn't foolish. It had been clear to me and I am sure to her how Mark had been paying her an unusual amount of attention of late. Now here she was, alone with him. Alone with someone keen to let her know she was still desirable. But why Mark? I wondered. Surely Mum too had heard about his reputation. About how he treated his girlfriends.

That was when another thought abruptly hit me.

I looked down at my mum, her head tilted forward, clearly enjoying his attentions.

Maybe Mum had indeed heard of his reputation and maybe now, partly due to the influence of drink and partly from her lack of dates she was hoping to find out for herself if any of what she'd heard about him were true.

I edged closer still, as close as I could without risking being seen. Mum's head was still lowered. Mark was still massaging each side of her neck, it seemed to me, more assuredly now. Just then he leaned closer and I watched as he started to plant light kisses against the back of her neck. All at once, what had been a simple neck massage had suddenly taken on a new, sexual overtone.

My mind immediately raced, filling with the thoughts of a recent blue movie clip I had watched on the net. Of an older, sexy M.I.L.F. who's sole aim had been to seduce a good looking, much younger guy.

It had of course amounted to no more than a movie, the kind often found on the web and one which, if I am honest I had thoroughly enjoyed. Yet movie or not, who was I to argue against something like that happening in real life.

Suddenly, even though the annoyance I felt towards my mother was still present, it was as if the scene I had watched a few weeks earlier was coming to life right before my very eyes. The fact, in this instance the young guy was the one doing all the seducing was irrelevant. Of more concern was the knowledge, this was no ordinary M.I.L.F. This was my mother.

I saw my mother turn her head and look back over her shoulder towards Mark.

"Hmmm! That's naughty Mark. It's hardly what a massage calls for. Is it?" I heard her tell him.

He leant forward, pressing his lips close to her right ear. I had no way of hearing what it was he was saying to her for his whispered reply was clearly meant for my mother's ears alone. Whatever it was caused Mum to giggle like a schoolgirl and when he lowered his lips to continue kissing against her neck once more, she made no further attempts to stop him.

I could still sense my residual anger, but now, just as it had been that day watching that film clip, witnessing my friend coming onto my mother like this was getting me aroused. Down below I could feel myself begin to stir and I started to wonder if it were Marks actions or simply the presence of my Mother was getting me aroused.

On the sofa, the fact Mum had allowed Mark to kiss the back of her neck, clearly had the effect of boosting his confidence for now he had begun kissing his way up along the side of her neck and onto the lobe of her ear.

Again I heard my Mum moan and though I couldn't be certain, because his body was hiding much of what was taking place, I felt sure he had started kissing and licking in and around her ear.

"Mark. You really are a naughty boy. How about you just stick to the massage," she told him. This time he said nothing and when he then nudged forward to continue working his lips against her neck and ear, she again made no attempt at stopping him.

The fact she was barely resisting him was now causing me conflict.

Moments before I'd had no doubt about what it was I'd wanted. To see her put a stop to his advances. To see her put a huge dent in his ego. Now though, with my cock steadily hardening and with the memory of the recent film clip still fresh in my mind, I wasn't so sure

On the sofa, Mark eased back a little where for now at least he appeared to have stopped kissing at her neck.

I looked on, waiting, wondering what he was going to do next. I saw him lower his hands from her neck and begin working his fingertips down over her back, over the body hugging red top she wore and all the while my mother's quiet moans were evidence she was more than enjoying the subtle change to the sensual nature of his massage.

He massaged part way down her back, his fingers kneading the soft fabric of her top firmly against her flesh, no doubt more than a little pleased with himself the quiet moans his actions elicited from my mother's lips were proof he was gaining the upper hand.

He continued like this for some moments before I witnessed his hands move outwards from the centre of her back, his fingers smoothing their way over the soft material, towards her sides where, all at once he slid each of his hands between her arms. Mum's moans immediately rose several octaves before turning into a somewhat strained, "No Mark!"

Though I couldn't see all that was happening, I didn't need a first in science to understand, my friend now had my mother's tits in his hands.

This time, accompanied by her vocal objection my mother raised her head and turned to look back over her shoulder at him. At the same time she reached up and taking a hold of his hands pulled them away from her body.

"I think you're getting way ahead of yourself here Mark." I heard her tell him. "The neck and back massage was lovely. Why don't you just continue with that?"

Again Mark made no comment. Nor did he seem at all put out she was spoiling his fun, instead, complying with her wishes her returned his fingers to her neck and began massaging it once more.

I guessed, having now been made aware my mother was no "pushover" he would want to take stock and somehow try re-affirm his position. It therefore came as no surprise to see Mark was happy to spend the next few minutes alternating between his fingers massaging and his lips kissing over both her neck and back.

For her part my mother remained where she was. I of course had no idea what it was might now be going through her mind. However, the fact her head remained tilted forward together with the obvious lack of objection to his fingers and lips, told me she was more than enjoying what he was doing. Even so, despite this seemingly comfortable, "impasse" I knew Mark had gotten as far as feeling her tits and I was as certain as I could be, he was never going to leave matters there.

Sure enough it wasn't long before my thoughts were proved correct when his hands moved outwards, exactly as they had done before, towards the sides of her body.

This time though, he showed patience, his fingertips dancing lightly yet firmly up and down the sides of her body.

I found myself holding my breath, waiting for his next move, a move I was sure would come. Nor was it lost on me, my mother too would know this too.

That one thought alone was enough for me to think back to the video I'd seen and of how keen the M.I.L.F. had been for the younger guy.

The recalled images reminded me of how aroused I'd been and as its images stirred my mind I wondered all the more what it was my mother was thinking. If a part of her might be hoping Mark would try it on again with her.

I reached down and for the first time, stroked at my cock, aware I was as aroused now with the scene unfolding before me, as I had been watching the clip.

I shook my head, trying to rid myself of these thoughts but knew it was pointless. It was as if I were still watching the film except now I wanted to see more. I wanted to fast forward. I wanted to see how far Mark would push my mother and in turn, how far she would let him.

On the sofa Mark continued to caress his hands up and down her sides.

A short time before I'd been willing my mother to put a stop to this. Now, having recalled the video, its images clear in my mind, I couldn't help but feel aroused as she continued to allow his fingers to tease her like this and I knew right then, what I really wanted was for him to reach forward and take a firm hold of her breasts once more. When he did just that a few moments later, I wasn't the least bit surprised to feel my cock stir..

I held my breath as again a moan escaped my mother's lips where she again reached for his hands with her own.

"No Mark! I've told you....Let's just enjoy the massage!" but this time as if reading my mind, as she tried to pull his hands away Mark was more insistent and held firm.

"I can't help it Mrs B. You've got such an amazing body. You're easily the sexiest woman I've ever met. I just want to touch you. Besides, you can't tell me you haven't been enjoying how I've been massaging your back?"

My mother was silent for a few moments before letting the word, "Yes," escape her lips.

"Well then! What harm could there be my giving you an all over massage?" He asked, adding, "Or is it you don't like me?"

My mother turned slightly in order to look back at him. She was clearly both a little taken aback and flattered at his words.

"It's nothing to do with that. You know I like you. I enjoy your. It's just, we shouldn't be doing this. You're not foolish Mark. You know as much as I do what we're doing is all wrong. You're far too young." She paused before adding, "Besides. I'm old enough to know better!"

I sat and watched, waiting to see if Mark was going to accept her argument.

"Maybe so. Maybe we should both know better, but that wouldn't alter the fact I find you so sexy. Besides, as you've just agreed......aren't we both enjoying what's happening? What harm is there having a little light fun?"

Mark was being as smooth-tongued as ever and I could see now why he was so successful at dating girls. His comment had clearly been designed that my mother should stop and think. It had the desired effect. For a moment she sat there contemplating his words. It was obvious to me Mark was still hoping to convince her, what was happening was ok.

My mother was plainly wrestling with her conscience. I reasoned this was why she'd so far made no further attempt to remove his hands from her breasts.

My eyes remained fixed on the two of them a big part of me hoping that Mark might turn her around to face me for right then I wanted nothing more than to see what it would look like, my friends hands on my mother's 36 inch breasts. It was a slim hope, I knew, but the fact his hands were still there meant he'd already crossed a line with her. It was enough that down below my cock pulsed.

"I'm sorry Mark I can't." She told him as this time she pulled his hands away. "It isn't I'm not tempted. I am. The truth is I'm more than a little flattered you'd be interested in me. But the reality is....I'm old enough to be your mother."

Mark put both hands on her shoulders and again began kneading his fingers lightly into her body. This time I could see my mother was not so relaxed, though again she chose not to move away.

He continued with his massage and as the minutes passed I saw her head lower, a sure sign she'd relaxed once more. Mark too was quick to notice and even quicker to lean close where he begun to kiss at her neck once more. I shook my head, amazed at my mother for, despite having just heard her voice her objections, here I was listening to her soft moan once more. Moans which clearly implied she was enjoying the caress of both fingers and lips.

In the space of little more than a few minutes, having seemingly ceded to her wishes, Mark had already got things moving along once more. He eased back a little.

"You can't tell me you're not enjoying this Mrs B."

My mother didn't reply. She merely sat there, head bent forward, allowing his fingers to continue their caress.

Both Mark's hands moved out along her shoulders and I watched as he used them to turn her towards him.

Despite the dimly lit room, for the first time I could see my mother's expression and though my view was partially obscured by Mark's body, I nevertheless caught a sight of her breasts .

They appeared firmer, more rounded than I could recall and the left breast (the side I could most see) was showing definite signs of a nipple pushing out beneath her soft top.

For some moments neither of them spoke. They just sat there looking at one another.
I had no idea what could be going through my mother's mind, nor indeed Mark's. All I did know was, in my minds eye I was now willing him on.

It was Mark who broke the spell. He leaned forward to press his lips over hers.

I felt my cock instantly twitch. This was the moment I had earlier hoped she'd rebuke him. Now, the sight of my friend kissing my mother I found myself urging him on

The kiss was light, brief and he quickly pulled back.

I could sense their indecision. His, for not wanting to push things too far, too fast. Hers, in the knowledge, how wrong this all was. Aware she needed to stop this once and for all but though she hadn't responded to his kiss, neither had she pushed him away.

Again I watched, transfixed, as the two of them looked into one another's eyes. Still they hadn't spoken yet the sexual tension filling the room said it all.

The truth was, I could sense my mother willing herself to stop yet the look written on her face told a different story.

He leant forward and for a second time pressed his lips over hers. He kissed her.

Again there was no reaction. Her body remained stiff, unmoving, her mind clearly a mix of emotion. He eased back once more but this time, reaching up with his hand, he used his index finger to pull down on her bottom lip. When he leant forward this next time, it was to push his tongue between her lips.

He held her there for what seemed an age, as my mother, motionless, allowed his tongue to probe gently between her lips. I couldn't believe she would allow him to do that.and even now, at this late stage a part of me had still expected my mother to have rebuked him. To have given him a slap and brought him to his senses. Instead, suddenly the sounds of their lips smacking together was confirmation she'd started kissing him back.

Mark didn't hesitate. He reached forward to place both hands on her waist, pulling her body closer, which in turn caused her body to turn to face his. She reached her arms up, to wrap them around his neck as they embraced in a long, passionate kiss.

Instinctively thumbing the head of my cock, as I watched my mother kissing my friend I knew any hope of her sending him packing was long gone.

For the next few minutes I sat there, trying to come to terms with all that was taking place, in the full knowledge, the sight of my sexy mum in action was turning me on. I thought back to the film I'd watched and now, more than ever, it seemed it was all being reconstructed before my very eyes.

It's hard to describe how I felt as I witnessed Mark slip his hands from her waist and up over my mother's breasts. Aroused seems to small a word as I watched him knead his fingers into the soft fabric covering her breasts, my arousal complete by my mother doing nothing to object. Indeed if anything, for the next few minutes their kiss grew in passion.

Eventually, Mark eased his lips from hers and for some moments just sat there. For all his experience, I doubted very much if he'd ever really expected to be in a situation quite like this. I certainly hadn't and for now he appeared happy just to sit and watch as his hands played seductively, back and forth over my mother's full, rounded breasts.

My mother's gaze met his. I saw the smile she gave him then saw her look down at herself, seemingly content to watch as his young hands continued to work her over. I wondered then, what she would think if she realised there were three of us enjoying this sight.

I thumbed even harder over the tip of my cock. Not for a moment had I dreamt, watching my mother like this would get me so turned on. This was so much better than any film. The reality was, this was real and what's more, it was my mother playing the starring role.

I continued to look on and with no objections Mark's confidence grew.

I saw him pluck at her nipples and heard her cry out. It was a yelp both of surprise and delight. Suddenly I was unable to suppress the desire, it was me there doing that for her.

It had been some minutes since either had spoken. Just then he leaned forward to whisper something into her ear. I of course had no idea what it was he'd said but heard my mother giggle in response, like some innocent little schoolgirl.

The next minute he leant forward, lowered his head and started moving his mouth over her breasts. kissing them, flicking out his tongue to tease at the nipples now pressing outwards beneath her top. I had to stifle a groan as I watched him use both hands, massaging them as he sucked at her left nipple, over her top.

Again my mother offered not a single protest, instead her lips emitted a long, languished moan and, clearly sensitive to this new approach she reached around the back of his neck with her hands and held him there. moaning and sighing softly, further encouragement for him to dine.

Taking his time, he switched his attention from one breast to the other, each apparently expert change met with further, encouraging cries from my mother's lips. I could see now, why Mark had always been so successful with the opposite sex. Though only a year older than me, he was clearly light years ahead in the seduction stakes. Someone who instinctively 'knew' what it was a female desired. If I needed proof, I had only to look at my mother. Older.....wiser, she should easily have resisted his advances, yet the expression on her face said it all. She was revelling in his attention.

It was some minutes later, satisfied, at least for the time being, he eased back to admire his handiwork.

I sat there, stroking my cock mesmerised by the sight before me. Had anyone told me this would happen I would never have believed them. Now that it had, I had to admit, I'd never seen my mother's breasts looking so good.

Breathing heavily from the enjoyment of his caress, each firm, rounded globe seemed to undulate like liquid. Each rising and falling in unison....sexily, beneath her soft red top, a top which now clung to her body like a second skin.

Looking closer still, I could see the areas around each nipple were unmistakably damp from the attentions given by his lips and mouth, each damp patch depicting a perfectly formed bud which in turn, strove to press its way through the thin fabric to the outside world. I closed my eyes, allowing myself to imagine how they must have felt, moments before, between my friends lips.

I could picture the softness. I could almost taste the firm, erect buds that were her nipples against the softness of her full breasts. At that precise moment I felt the first jealous twinge that it had been Mark and not me, playing with my mother's breasts.

A movement below abruptly snapped me from my thoughts. My eyes wide open I watched as Mark reached out to slide a hand to the back of my mothers head where, pushing his hand into her hair he pulled her into yet another, steamy, passion filled kiss.

This time there was no hesitation. My mother immediately responded, wrapping her arms around him in what I can only describe as a lovers embrace, their lips smacking together first in a fiery passion, then as tongues duelling, first his in her mouth, then hers in his, their heads bobbing, twisting, turning. It was as if they were fighting, each trying to outdo the other.

My thoughts turned to a few minutes earlier, to her voiced concern of her "old enough to be his mother". I wondered now on hearing the whimpered moans of pleasure coming from her mouth, what she might make of that statement now?

Certain they were too involved with one another to notice my presence I edged forward, my eyes demanding a better view, where finally, the two of them relinquished their hold on one another, my mothers breasts heaving, her face flushed from their embrace.

"Oh My!" I heard my mother gasp, clearly taken aback by what she'd just allowed to happen.

"Oh Mrs B. You truly are one hot M.I.L.F."

I saw the quizzical look my mother gave him and was not the least bit surprised, moments later, to hear her question his meaning.

I looked on as Mark leaned in close to whisper into her ear. She started up that schoolgirl giggle once more before using a hand to ease him away.

"My goodness! Is that really what you think?"

"Yes!" I heard him answer.

"Hmmmm! Then I suggest it's time you started to behave." She told him. "Making out a little is one thing but that........that would be going too far.......Which indeed I think we've done already." She added.

I looked at her and though I had to admit, what I'd witnessed so far had gotten me more than a little aroused, I was nonetheless pleased, my mother was at last coming to her senses. Sure, she'd allowed things to go further than I'd either wanted or expected but now she seemed ready to put Mark in his place.

"Well ok Mrs B. If that's all that's on offer I will gladly take it," he said as he pushed his hands back onto her waist.

I held my breath, any moment expecting her to reinforce her words of moments earlier.

"No Mark. I didn't say it was on offer." she chastised him.

She made to push his hands away but this time he resisted. He began pushing his hands up beneath her top.

"Stop this Mark! We've already gone too far!" She told him, yet continuing to take no notice he eased his hands further beneath her top, steadily making his way upwards towards her breasts.

She again reached for his arms, I suspected, with a mind to push them away but if I still believed she was having second thoughts, I was wrong.

He continued to resist, easing his hands higher still where I heard her whimpers as his fingers alighted on the fullness of her breasts. My eyes opened wide for, his hands having pushed up her top, I caught my first glimpse of her bra. He leant in close to whisper something into her ear.

"You really are a naughty boy!" She scolded, laughing as she did, before lifting her arms high above her head, allowing Mark to remove her top completely.

I shook my head amazement, unable to believe the ease with which my mother had allowed him to do that. One minute, there she was telling him no, the next, she's taking off her top. Yet any anger I felt quickly dissolved when my eyes took in the sight of her wonderfully rounded globes, each in it's own perfectly fitted hammock, the thin bra material offering little resistance against her straining, cherry like buds.

I had little chance to admire the sight before Mark leant forward to begin kissing at her breasts once more. This time as he did, so his hands slid up behind her back where his fingers began fumbling to unfasten the bra.

As he struggled with the task my mother started to giggle then, again much to my surprise, she reached around to undo the bra for him. Wriggling free of its straps she tossed it onto the floor.

The shake of my head was again through disbelief. The truth was, it had been little more than a short while ago my mother had been spurning his advances, telling him 'No'....That it was wrong. Now here she was, both her top and bra discarded, incredibly, exposing herself to him.

Mark looked on, wide eyed, like me admiring my mother's body, but unlike me, he was able to reach out his fingers and begin petting at her full, rounded, lush breasts. Mum, her eyes closed just sat there, resigned, as I saw it, to letting him have his way.

He moved closer, lowered his head and for the second time that evening, went to work with his lips and tongue, this time against bared breasts. I heard my mother groan as she reached for the back of his head, using both hands to pull him in close.

"Ohhh Mark! Yeeees! ...........Ohhh Yes Pleeeeesee!" She moaned.

Whatever he was doing with his lips it was clearly something my mother enjoyed. She held him there, the murmured soft moans escaping her lips, encouragement for him to continue.

After a few moments he eased back giving me a second chance to witness my mother's delightful breasts. Full, each nipple proud and erect, I watched as she pressed a hand against each, squeezing them together to form a perfect cleavage, before letting them go and running her fingertips over each, swollen bud. I had to suppress yet another groan as this new sight caused my cock to throb hard. I closed my eyes, finding it increasingly easy to imagine it was me my mother was doing this for.

Mark too took the time to admire what she was doing but unlike me, he was the reason she was acting as she was. He reached out putting both hands on her shoulders and eased her down onto the sofa .....onto her back. He was quick to follow, his body covering hers, his right hand joining hers to fondle over her firm breasts as he pinned her there. Not that I could see she wanted escape for her free hand reached behind his head, her fingers gripping tightly into his hair, pulling him down to force his lips against her breasts.

I grew more and more aroused watching her lay there. Her hand was still on her breast and it was she, my mother, was fondling her tit as he sucked and licked and nibbled. She was whining out loud now and whether it was her own caress or his, it no longer mattered. Whatever she'd thought about his being too young, this was no longer the case. She was clearly loving every moment.

I saw Mark's hand move from her breast and on down her body towards her legs. He slid it onto her thigh and began moving it upwards, his fingers slipping beneath her skirt. My mother was quick to respond. her hand promptly groping down to take a hold of his wrist, pulling his hand away, pressing his fingers back towards her breasts..

"No Mark!" She moaned.

He offered no argument, his hands and lips quickly resuming their work on her breasts, his kisses and nibbles bringing forth further cries of pleasure.

Spurred on as she moaned and writhed beneath him, it was no more than a few minutes before he was again trying his luck, managing to slide his hand further beneath her skirt this time but yet again she reached down to pull him away.

"I said no Mark. Let's just make out. Ok?" She pleaded, pressing his hand over her breast once more.

This time, climbing higher, he pressed his lips against hers. I heard the inevitable moan, then saw her comb her fingers once more into his hair, using her grip to pull him into the embrace.

Continuing to watch, I was spellbound as Mark ground his body firmly down onto hers. It did little to reduce the passion as minute by minute the kiss gained in intensity.
It was as if each were fighting for control, one moment their lips crushing together, tongues buried deep, heads twisting, turning...the next they would pull apart, their breaths ragged...gasping...each of them sucking in air before they'd once again resume their attack on one another's mouths.

Finally, after some long minutes, it became too much even for them. Mark rolled to one side leaving one leg between hers. They both lay on the sofa, their bodies flushed, their breathing ragged and with their faces side on to my view, I was able to watch as they openly French kissed one another, the kiss more sedate, languid, their tongues duelling gently mid air before their lips met in a sloppy, open mouthed kiss.

It was then I saw my mother raise her right leg and wrap it around his body, pressing her heel into his thigh. Almost at once she began to move her body in slight, near imperceptible thrusts until a few moments later, her thrusts were beginning to match those of his. I held my breath, incredulous at this new sight before me.....My mother dry Fucking my friend.

Using the term loosely, though it's how I saw it at that time, as they continued to 'Fuck', I saw Mark lower his hand and begin sliding it up along her thigh.

It quickly disappeared under her skirt. I exhaled and didn't take a second breath as I waited, expecting a repeat of how my mother had acted before and though their bodies continued to move against one another's, it was still some surprise that so far, my mother had made no attempt to stop him.

He pressed on, no doubt encouraged by the very idea she was still grinding herself into him. His hand moved upward where in no time at all I could make out the outline of his fingers, beneath her skirt as they played over my mother's sexy arse.

Again I shook my head in an attempt to dispel yet more jealous thoughts as the very idea of his fingers playing over my mother's panties filled my mind.

I reached down and as I continued to watch, I pushed my hand down over my shaft, smearing my precum along its length. I began stroking myself, more than aware it was to thoughts of my mother.

Down below Mark moved slightly on the sofa, adjusting his position so that my mother was slightly to one side. I saw him withdraw his hand from beneath her skirt, then watched, enthralled as he began pushing it up from the hem, each moment that passed revealing more and more of my mothers thigh..

Returning attention back to her lips, he kissed her deep and hard. As my mother responded so Mark pushed his hand onto the front of her panties where he began pulling them down. I knew all at once it was what Mark had planned. That the kiss was his way of taking her mind off what his hand had been doing..

"No Mark! Nooo!" my mother cried out. But Mark persisted, tugging at her panties until a surprisingly, nicely trimmed bush came into view.

She continued to struggle as Mark's hand disappeared in through the top of her panties.

"No Mark! Please!" she pleaded, but even before her words had faded I could see she was already moving her body against his probing fingers.

His fingers explored deeper, inside her knickers and now he was running his lips against the side of her neck and down onto her shoulders.

"Ohhh Mark. We shouldn't!...We mustn't!" She mewled, as her hips rolled from side to side under the caress of his fingers.

Moments later Mark pressed his lips close to her ear.

"No Mark. I couldn't!" I heard her tell him.

I watched as Mark got off the sofa and stood.

"Do it Mrs B. You know it's what you want."

My eyes returned to the form of my mother, lying on the sofa, wondering what it was he'd whispered into her ear. Moments later it all became clear when I saw her reach down to her panties, lift herself from the hips, then begin sliding them down her legs.

She pushed them down as far as her knees where it was Mark who reached forward to remove them completely, tossing them onto the lounge floor.

Smiling up at him my mother laid back down where, aside from the skirt bunched around her waist, she was naked.

Both Mark and I, each from our own perspective positions, gazed down upon my mothers bared cunt.

I closed my eyes, for as much as I wanted to see this particular jewel, it was easier for me to close my eyes and imagine what it would be I would do, if it were me there and not Mark. I could picture myself going down on her. Kissing and licking and sucking her pussy to a climax.

Again I had to bite on my lip to stifle a groan as these thoughts played like a film in my head and when I next opened my eyes, it was to see Mark had dropped down to his knees by the side of the sofa and was already running his fingers over my mother's cunt.

"Oh Mark. We shouldn't!" I heard her tell him.

The words held no conviction, especially given, it had just been her who'd removed her panties. In any event, Mark took no notice, instead he began rubbing his thumb against her clit. I heard my mother moan then witnessed her bite down upon her lips before ever so slightly, beginning to move her hips.

Mark too noticed her movement and began to rub his thumb more firmly over her clit, bending down as he did to kiss at her lips...her neck...then down towards her breasts.

"Oh God!...Oh Mark! ..You're so naughty......We shouldn't!" I heard my mother cry, yet despite her continued, vocal objections, she again did nothing to stop him instead, when his fingers pressed more firmly still against her pussy, her response was to open her legs.

Mark didn't need a second invitation and though my vision was somewhat obscured, I knew, if not then, then certainly the moment when my mother began lifting her body up from her hips, her moans filling the room, that Marks fingers were no longer playing on her pussy lips but instead, buried deep inside my mother's cunt.

"Ughnnnnn! Unhnnn! Ughnnnnn!" she grunted aloud, her legs now spread even wider as her body sought release. Mark reached up to press the palm of his left hand over her mouth, causing her eyes to open wide. He removed his hand almost immediately.

"Careful Mrs B. You need to remember who's upstairs."

I saw my mother nod as the realisation of his words dawned.

"Yes! I know I must be quiet." She told him. "But that feels just sooo good!" she moaned. "Kiss me Mark. Keep me quiet with those lips of yours."

I watched as Mark's grin widened into a smile. He leant in, closing his lips over hers for the umpteenth time that evening, his fingers immediately working their way inside her cunt once more.

"Ummmm! Ummmm! Ummmm!" she moaned, her cries as loud as ever, but this time muffled by his lips on hers.

If someone had told me my mother was capable of this, I could never have believed them. Sure, she wasn't someone who went to church regular but like I said, so far as I knew, she didn't even have it in her to date anymore. I shook my head in the knowledge I was seeing her in a whole new light. A short while ago the three of us had been watching a film together. Now here I was, watching, my mother on the sofa with my friend. Though the film was still showing, no longer were they taking any notice, instead, almost completely naked my mother was laid on her back, humping her pussy onto his fingers.

Her body began to squirm against his fingers and I could sense, whatever he was doing to her with his fingers, she was close. Mark too, I was sure could sense it. He eased his lips away from hers and turned to look down between her legs. As he did, so his fingers drove deeper...harder....faster between her legs. It was clearly his wish he should bring her off and I too now found myself willing him on

"Ohhhh Fuck! Fuck! Fuck!" she hissed, her words shocking me as her body convulsed beneath his where I heard, rather than saw her pussy emptying its juices, for as Mark continued to drive his fingers hard into her cunt I could hear the tell tale sounds of squelching. of fingers being driven into sloppy cunt forcing her juices out and over her pussy lips.

I stroked my cock. I was as hard as hell now and I couldn't believe how wet my hand was, thanks to all the leaking precum. Still looking down at my mother, I smeared my juices back along the length of my cock.

She just lay there...spent, her eyes closed, wallowing in the after effects of her climax. I guessed it had been a while since she'd had that happen and I wondered if she had any regrets. The smile dancing across her lips suggested otherwise.

I saw Mark, still at the side of the sofa, fumble with his trousers. Next thing I saw was him standing and kicking them off. He stood there, as yet, unseen by my mother who still had her eyes closed, thumbing the tip of a bone hard dick.

I thumbed my own, imagining it were me as I watched him climb on top of her body. Her eyes opened wide the moment she realised what he was doing. It wasn't until he straddled her, she realised he was no longer wearing trousers.

"No Mark. We can't! Ungnnnn!." She moaned as she pressed her hands down onto his shoulders, forcing him to a kneeling position.

Mark didn't protest, he simply knelt astride her legs, reached out and began squeezing her breasts in the palm of his hands, gently at first, then more firmly.

My mother, her eyes closed once more, let out a moan and I remember thinking he was handling her a little too roughly. His hands mauled, his fingers dug and squeezed into her flesh. His palms pushed one breast firmly against the other where every now and then he would pinch a nipple hard between finger and thumb causing my mother to cry out, yet not once did she complain or try and stop him.

"Ohh My!.....Oh yeeeessss!" she groaned and as he continued to maul at her tits her arms flailed above her head, causing her breasts to push upwards to meet his rough caress.

Mark leant forward, flicking his tongue lightly over a pair of nipples which were begging for release. He started to suck. He started to bite and I saw my mother's hands twist into the sofa fabric, her pleasure intense.

Mark saw his chance. He reached forward and pinning her outstretched arms down above her head with both hands, he quickly moved so his legs were now between hers, moving his body downward.

It had all happened in the blink of an eye. One minute my mother was moaning and groaning, her arms outstretched, pleasured by both his fingers and tongue, the next, her body was being pinned down under the weight of his.

He pushed down then thrust his hips up towards hers, my mother gasped at her first realisation his cock had nudged up into her wet cunt.

"Oh No Mark.....we can't.........uugghhh!" she gasped, finally wriggling free of his hands, pressing hers onto his shoulders as she tried to push him away but this time he was having none of it. Instead he slid his arms beneath her back, and gripping pushed further forward, pushing more of his meat into her cunt.

"No! Pleaseeee! Stop Mark!.....No!" she gasped as her hands continued pushing down on his shoulders.

He smiled then leant forward and opening his mouth he closed it down over her left breast. I could hear the sucking sounds all the way up the stairs. I looked on as he began edging his way slowly into her.

"No. Pleaseeeeee Stop this Mark....Now!" she pleaded, still pressing down on his shoulders but with far less conviction now as he eased his hips back and forth, pushing his cock up into her cunt at a nice, slow, leisurely pace.

"Oh No! Please Mark....We mustn't......." she moaned. But while her lips still protested, her body had all but given in. Her hands, no longer pushing him back, slid from his shoulders, back behind her head causing her chest to arch upward into his face.

"Ohhh My! ...Oh God!....Oh Yeesssss!" she moaned as Mark leaned forward to kiss and lick at her neck, his cock moving ever deeper into her now willing cunt.

I looked down at myself, my hand still firmly wrapped around my shaft, amazed I had lasted so long. I slid my fingers up to the underside of my knob, aware I would not last too much longer.

I saw Mark ease back slightly to look down at my mother.....his prize. He knew then, his cock in her cunt, the last barrier removed..., she was without question his for the taking.

My mother lifted her leg from the side of the couch and wrapped it around his thigh Mark drew back then pushed forward hard, burying his cock balls deep inside her, causing my mother to open her mouth wide in a silent scream of pleasure.

He eased back to repeat the action and this time as he thrust, so his was met with one of her own.

"Mmmmmmm! Mmmmmm! Mmmmmm! Mmmmmm!" She moaned as the two of them rocked together in unison.

I couldn't help but wonder what she would have thought had she known her own son was watching her get laid.

Their pace eased. She reached up wrapping her arms around his shoulders. Pulling his body towards hers she opened her mouth wide.

They kissed their bodies no longer moving. I'd lost count the number of times the two of them had kissed. It was almost like they couldn't get enough of one another and each time the passion more intense than before. This time was no different as they took turns to push a tongue into one another's open mouth.

It was pure lust, my mother pulling him down to suck and slurp on his tongue, her moans of pleasure louder than ever. Then it was Mark's turn where he too murmured loudly as he sucked hers into his willing mouth until finally, reaching a crescendo, I had no idea who was doing what to whom as their open mouths mashed together in a frenzy of passion. I stroked at my cock, inwardly urging the two of them on.


It didn't last. My mother pushed his head away and uttered a single, breathless word..."Fuck!"

Just hearing her say such a word had me stroking at my cock. In the past, on the few occasions I'd let slip and cursed, my mother had left me in no doubt it wasn't something she wanted to hear, yet here she was, freely cursing out loud, no doubt all thanks to Mark. I wondered then just what else she was capable of.

The truth was, neither Mark nor I were sure of its meaning.. If she was asking to be Fucked or if it were simply an expression of pleasure. Mark, on hearing the word decided on the former and returning his lips to hers, ploughed his cock deep into my mothers cunt.

If he had any doubts about his choice, he was rewarded moments later with her answer.

"Awwww Fuck!" She cried. This time the words leaving no doubt. Her open mouth, her tightly closed eyes spoke volumes and as Mark began to rock, so she began matching him thrust for thrust until once more, they were kissing and Fucking one another to a steady rhythm.

"Oh God! Uunnghhhhh...Oh yessss!.. Uunnnnggh.....Oh Mark! Uunnngggh...We have..Uunnnghh.....to be. Uunnghhh......quiet....." She gasped between thrusts.

Mark ploughed on, taking no notice of her pleas now, her cries of pleasure now matched by a satisfying grunt of his own on each downward thrust.

"Oh yes! Ohhhh God!....Do it! Do it!" she cried as she squirmed beneath him and as her cries filled the room I could sense my mother was about to cum.

But just then Mark stopped thrusting and pulling out of her, sat back on the sofa.

"What's wrong?" She asked, reaching out, trying to pull him back onto her body with little success.

He reached forward and taking hold of her wrists, pulled her into a sitting position before sitting back against the sofa.

"Come here!" he told her, pulling at her wrists once more.

Realising what it was he wanted she didn't hesitate. Climbing off the sofa she stood before him for no more than a few seconds before climbing back on, this time to straddle him on the couch. I shook my head in disbelief, amazed once more at the ease she'd allowed herself to be seduced, for here she was, my own mother, pandering to his every wish.

She squatted above him, smiling down at his face. She was facing the back of the sofa, facing my direction as she hovered there, inches from his upright cock. I stroked at my own, unable to believe I was about to watch my fifty year old mother lower herself down onto my twenty year old friends prick. Slowly but surely she begun lowering herself down.

"Oh Yes! Awwww! God that feels sooooo good!" she moaned as she eased herself down onto his thick, waiting shaft.

Mark slid his hands onto her thighs and waited, patiently, until she'd adjusted to his size. She lifted her body then lowered slowly back down, a soft moan escaping her lips as his meat begun filling her pussy.

She leant forward placing her hands on the back of the sofa, steadying herself as she began riding his cock. I gripped my shaft harder, stroking myself in time to her thrusts as each downward plunge caused her tits to jiggle and bounce.

"Oh God!......Such a long.....time....." she gasped between thrusts. "So good........So big.......! Soooo nice......." She cried.

Mark reached up and grabbed one of her breasts where leaning forward he began sucking on it as his free hand slipped under my mother's arse to grab firmly at its cheeks.

"OH....OH.....OH...OH.....OH!" She continued to moan as she bounced up and down on his cock. "Oh God I'm Cumming! Awwwww Fuck Mark I'm cummmmmiiinnnngg!" She cried, tilting forward, pressing her tits firmly into his face, her body shaking, wracked with the pleasure of her climax.

He held her there as her body shook, allowing her to come down from her high, her face buried into his neck.

He eased her back to look into her eyes.

"Turn around Mrs B. I want to do you from behind." I heard him tell her.

He grabbed at her waist, turning her around, his still, bone hard cock slipping from my mother's wet, sloppy cunt. He'd always bragged about his staying power and if I'd had any doubt I was now witnessing it for myself. I couldn't believe he'd just Fucked my mother like that and still hadn't cum. I thumbed my own cock aware, just watching I was only moments from blowing my load and now as I looked down it was to see the cheeks of my mothers arse lowering downwards towards his thick, upright pole.

She straddled him with her knees on the sofa. I watched as she lowered herself down and back, impaling herself firmly onto his waiting cock. He reached forward, pushing his hands through her arms to grab a handful of bouncing tit as he pushed his cock forward. She cried out as she started to lift herself up and down.

"Uunnngghh! Uunnngghh! Uhhhh! Uhhhh! Uhhhh!" She grunted as she fucked back at him, humping herself up and down, Mark holding onto her tits while her shoulder length, auburn hair flailed up and down to their fucking rhythm.

"Ohhh Christ Mrs B! I've wanted this so long! Take it.....Take it all bitch!" He cried out.

My eyes opened wide at his choice of words. I held my breath once more, wondering how she was going to react. She continued to lift herself up and down on his prick, spitting her own words back as if in some form of retaliation.

"Yes! Yes! Fuck me Mark! Fuck this little bitch!"

He thrust harder, using his hands on her breasts to pull her down onto his cock.

"Ohhh Fuck! Ohhh Fuck yooouuuuuu!" she cried out as he pulled her backward, onto his chest, driving his cock deeper while he played with her tits.

He held her there, bouncing her up and down onto his cock and letting go of her breast he reached down between her legs and started rubbing her clit. She squealed with delight and finally exploded.

"OHHH MYYY! OHH FUCK! FUCK! FUCK! FUCK!" she cried, as she wildly bucked back and forth. Her legs shook uncontrollably and her head tilted backward, her mouth opening wide as her orgasm threatened to swamp her.

With one last long "OOOHHHHHH," she slumped forward and started to pant, her body still gripped in a climax. She was exhausted, that much was clear but edging her forward, off of the sofa and onto her hands and knees, it was Mark the one now Fucking her.

Knelt behind her, his seduction of my mother now complete, he held onto her waist and thrust. He pinned her there, mounting her like a wild dog would mount its bitch..

"Ohhhhhh, Shit," he moaned as he gripped at her shoulders and thrust harder still.

"Ahhhh fuck, I'm cumming," he groaned as he pushed deep and hard into her wet, sloppy hole, squirting her pussy full of his cum. He continued to hold her there, their bodies now both still, the look on his face pure ecstasy as he emptied himself into her willing cunt until she could milk his cock no longer.

"Oooohhhhh... ummmmm..." she said as she relaxed on his cock and laid back on his chest. He squeezed at her breasts a couple times before motioning her off of his soft prick.

My mother got up and immediately reached over to pick up her clothes. He sat there, on his knees, watching with a broad grin on his face.

"My mother stood, pulling on her lace panties.

"This is so crazy. So stupid," she said as she slid her panties up over her thighs. "What were we thinking? What was I thinking? My son is just upstairs; he could have woken up."

"Relax, everything is fine," he told her as he stepped closer. She was now facing him and her breasts were swinging in his face as she pulled up her skirt.

"Oh, this is so bad," she murmured as she now reached for the bra that was sprawled out on the floor next to her top. "You need to leave now... I just... I don't know what got into me, but we have to keep this between us."

"Trust me." He soothed as he ran a hand over her cheek. "I won't tell a soul," he said as he adjusted a now flaccid cock before pushing back into his briefs.