Mom's Nude Beach Gangbang by Cuckcaps,Cuckcaps

Disclaimer: This is a work of fiction, all characters portrayed are 18 years or older.

My name is Steven, and I am in high school. I’m not very popular but have a great group of guy friends that I have known since we were little.

This Saturday, my friends and me, were heading down to the local nude beach. We had never been to a nude beach before, and being typical horny teenagers, we were all stoked to see the women at the beach.

“Hey Steven”, My good friend Ben said “are you ready to go? I’ve got the beer and weed all packed up, let go catch some rays, brother!” He hollered cheerily.

Ben and I have been friends, since I was 10 years old, He is stocky, muscular and probably the most athletic out of all of us, and never seemed to have any trouble getting laid. He grinned at me, as I got in the car.

“You ready to see some hotties, at the beach today?” Ben asked enthusiastically.

“Hell yea!” I replied” I glanced in the back seat and my other three friends Tony, Ricky and Carl were jammed in the back. “I’m stoked! Is this it, or who else is coming?”

“Jeff, Raj, and Troy are meeting us there” Ricky replied. Ricky and I met at the beginning of high school and have been fast friends since. Ricky is an average height, pale and lanky teen, with curly brown hair. As we vied for dominance in your standard teenage hierarchy many of my other friends would often laughing at others expense. Ricky though, always took a backseat, he was just a really nice guy.

We drove down to the beach, over an hour away, cracking jokes and laughing the whole way.

Finally, we pulled into the parking lot and unloaded our cooler and backpacks.

There was a bit of a hike in to the beach, since it was surrounded by lush forest. We walked down the long winding trail, Tony calling Jeff on speakerphone so we could all hear.

“Hey Jeff, Where are you guys set up? We’re walking down the trail” Tony asked over the phone. Jeff’s thin voice, emerged from the phone speaker.

“We found a nice, secluded spot all the way at the end of the beach, you will have to walk for a ways” Jeff told Tony. “and you will never believe who we ran into down here!

“Dude why a secluded spot, all the tits are over here at the main beach?” Tony asked the obvious question.

“Just trust me bro, this is the best spot on the beach, you will see when you get here” He said mysteriously. With that, Jeff hung up.

We continued to trek down the beach going past the populated main area, glancing at the beautiful women along the way. Breasts of all shapes and sizes greeted our voracious gazes. As teens, our limited sexual experiences had all been with girls our own age, most of them as not as fully developed in the chest, as many of the older women we were seeing here.

Seeing all the variety of naked bodies, I questioned again, why Jeff, and the other guys, would choose a spot so far away from everybody else.

We went past the curve of the shore and then farther, we hadn’t seen anybody else for a few minutes. That’s when, I finally spotted Jeff waving us down. They had chosen a nice sunny spot of beach in a small hidden alcove, surrounded by trees. It really was a fantastic spot, if privacy and seclusion were what you were aiming for.

I spotted Raj and Troy sitting on the beach blanket. surprisingly there was also a lean woman lying face down on the blanket, completely unclothed and tanning. As we walked up, I wondered if they had managed to charm some random hottie into spending the day with us.

“What’s up guys?” Jeff walked up to greet us. “Good to see you Steven” he said to me with a tenuously awkward grin.

As we got closer, I couldn’t help but admire the backside of the women who was with them, she had a beautiful bottom, and I could almost see her vagina with the way she was lying down. You could tell she didn’t tan naked often as there were strong tan-lines, across her back, where her bikini would normally lie.

“Hey Steven, how’s it going” said Raj. “You’ll never believe who we ran into”

At this the women, lying face down tanning, lifted her head and turned towards us.

“Boys it’s so good to see you all!” said my mom.

I think I was in shock, at initially realizing it was my mother lying completely naked on a beach blanket in front of my friends.

To give you a little backround on my mother. Sharon is 45, fit and athletic, she has always been the free spirited, hippie type. Not saying that she was a bad mother because of it, she was actually a great mom growing up, and was considered the cool mom among my friends, as she was lenient with us drinking and smoking weed. Letting us have parties at our house, and fine with almost anything, as long as everybody was being safe. She would always say that she would prefer us to drink where she can keep an eye on us, instead of drinking outside and getting into trouble.

She was also considered the hot mom among my friend group. Yes that’s right the school MILF. As you can imagine, I was always hearing, your mom jokes, from all my friends growing up. With them telling me how hot she was, how they would love to see those big tits, telling me what they would do to her if they ever got the chance. I which case I would always respond with something like “fuck off man, that’s my mom your talking about!”

I couldn’t blame them really, my Mom was recently divorced from my dad and back on the dating scene, so would often dress provocatively in a way that she wouldn’t when she was married. We would often see her around the house in lowcut shirts, emphasizing her cleavage. Wearing bra’s that push her large 38DD breasts up until they look like they are going to explode out of her top.

I still remembered the previous week when I had my friends over. They were talking with my mother in the Kitchen. She was grating cheese as she talked and her cleavage was wildly jiggling giving my friends the show of their life. All of them acting soooo interested in what she had to say while none of them were able to take their eyes off of her precariously contained breasts. After that little episode, we went back into the basement and I suffered a whole new slew of, man your mom is hot, comments, and what I wouldn’t do to your mom’s titties.

So you can image, the mixed feelings and slight humiliation of seeing my mother naked in front of my friends, knowing this was a dream come true for them and that I would never hear the end of it. That…. Probably, until the day I die, I’m going to be hearing about that time they all saw my hot mom, naked at the beach.

I was in a shocked daze as my mother jumped up from the blanket smiling. Everything seemed to move in slow motion as she stood. Her large pear shaped breasts hanging down and then bouncing to a standstill as she came fully to her feet. I feel like my friends were equally as shocked, here was the women of their dreams standing completely naked in front of them, large mature breasts, with silver dollar size areolas, hanging down for everyone to see. Her perfect triangle bush on display.

“Tony it’s so great to see you” said my mom as she walked over and gave Tony a hug, pressing her naked breasts against him.

Tony is my best friend. I have known him the longest and my mother practically raised him considering how often he was at our house growing up. He is blonde and fit however he is the shortest of us at 4.9 feet tall and tends to get a lot of jokes about his height.

Tony looked over at me as my Mom pressed against him. He had the decency to look at least a little chagrined. My mom went around and gave everybody a hug in greeting as if she weren’t completely naked, all while I was still in a daze.

Finally, my Mom turned to me, and said “Steven, this is so fun! a beach day with you and your friends, I hope you don’t mind if your mother crashes your beach party. I was supposed to meet a date down here but he had to cancel. So I decided to stay and work on my tan.

“uhhh yeaa but mom….”I stuttered I gestured to her top area. “Don’t you think you should put on some clothes…. it’s a little weird that your naked in front of my friends”

I heard a groan of disappointment escape one of the guys but it was drowned out in my mom’s quick reply.

“Honey this is a nude beach, and nudity is completely natural. I will not be shamed for my body, and besides I don’t think your friend’s mind.” She glanced around at the group. “What do you think boys, if I am making any of you uncomfortable I can put my clothes back on?”

My friends let out a series of assurances

“No it’s fine Sharon, we don’t mind at all” Said Carl

“It’s just nudity, nothing we haven’t seen before” reinforced Ricky, as he gazed sidelong at my mother’s exposed tits.

My mom turned her stare back to me,

“See Son, your friends don’t mind.” she said with a warm smile. “If it makes you uncomfortable, you’re just going to have to deal with it. It is completely natural and I think we are all mature enough here to handle a bit of nudity”

With that she sat back down on the blanket. We all got situated in a circle and started passing around the beers. Tony was sitting next to me, He leaned over and whispered in my ear “fuck man, your mom is hot”

I shot him a glare as he grinned at me.

Everybody else was having a good time drinking and talking but I was having a tough time relaxing knowing that all my friends were ogling my mother’s naked body.

She sat cross legged on the blanket directly opposite from me talking with Ben. Even I couldn’t help peaking glances, as from my vantage I had an almost unobstructed view of my mother’s vagina. She of course had a tangled bush of pubic hair, but from her cross legged position I could also see her bare pussy lips. It was odd seeing the vagina that birthed me and even more akward knowing that all my friends had the same view.

“Do you boys mind if I drink some of your beer?” asked my mother.

Ricky was quick to reply ” Of course Sharon, you can have as many as you want, I don’t know if anyone ever told you this, but you are the cool mom in our friend group, it’s the least we can do, since you let us hang out and party at your house all the time.”

“Awe that’s so sweet Ricky, thank you. Am I really the cool mom?”

All my friends replied with a chorus of agreement, as they eyed her naked chest.

“well I hope you don’t mind if I party with you boys today, I’ve been burnt out lately, running my business and feel like I need to cut loose”

For the next few hours my mom continued to drink beers with us, and I could tell she was getting more and more intoxicated, as her eyes were a little glazed over, and she was laughing more with the guys. Every time Mom laughed mini tremors would run through her pale sagging breasts, and I could tell all my friends were watching my mom, trying to commit this image to memory. The sight of their friend’s mom completely naked, the school MILF completely on display for all to see. I knew they would all be jerking off to the memory of my mother as soon as they got home.

My mom was basking in the attention she was receiving from my friends, as everybody wanted to talk with her. Eventually we passed around a joint, when Ben offered the joint to my mother she hesitated.

“I don’t know boys I haven’t smoked weed in a very long time, last time was in college, and I stopped because I found it impaired my judgment, I don’t really make sound decisions when I’m high” My mom told us

“Come-on Sharon don’t be a prude, I thought you said you wanted to cut loose” Carl encouraged her.

“Well I guess I am the cool mom” she giggled as she took the joint from Ben and took a big puff” Mom coughed animatedly, causing her breasts to jolt around and giving my friends another mini-show.

“Wow, weed these days certainly is a lot stronger than when I was in college!” coughed my mother, oblivious to the all the eyes glues to her mammaries.

After that… things settled down a bit, as my mom laid down on her stomach to tan her backside. We continued to drink and joke around. Now that my mom was lying down with her breasts concealed, and everybody wasn’t watching her, I was able to relax a bit and enjoy myself. That is until Mom asked my best friend Tony to put sun tan lotion on her back.

“Hey Tony, I think I am getting a bit burnt, do you think you could put some sun tan lotion on for me?”

Tony was almost drooling, at the chance to put his hands on my mother’s body. “Sure Sharon, no problem” he said as he winked at me.

What an asshole I thought to myself, I know he’s had a crush on my mother since grade school, but he’s supposed to be my best friend, and I felt like he shouldn’t be taunting me like the rest of the guys.

Tony squirted the lotion onto my mother’s back and slowly worked it in, taking his time.

“Ohh Tony, you have such strong hands” said Mom, obviously enjoying the experience as he massaged in the lotion. “don’t forget my butt”

Tony grinned even wider as he squirted more lotion onto her buttox. He vigorously worked it into the skin of Mom’s pale ass-cheeks, making sure to shake them a bit as he slathered them.

“Tony not so forcefully” Giggled my mom.

Tony laughed and slowed down, repeatedly working my moms ass cheeks with his hands, as the lotion sank in. Once he had done her backside my Mom flipped over and lay on her back.

“Do you mind putting lotion on my front as well, Tony?” asked Mom. I don’t think Tony could have been any happier to help.

“It’s so bright!” exclaimed my mom. Blinded by the midday sun, she grabbed a towel and draped it over her head, completely covering her face.

All eyes were back on Mom now that she had flipped back around. Her juicy sagging breasts hung down to each side of her, as gravity did its work. Now that she was essentially blindfolded by the towel, none of my friends had to hide the fact that they were staring at my mother’s naked body. No more furtive glances, no more sneak peaks. My Moms body was on exhibit like a piece of art. My friends ran their eyes over the visual buffet, taking in her perfect mature breasts, lean body, and hairy bush.

Mom’s breasts had strong tan lines where her bikini usually sat, creating a sharp contrast between the V shaped cleavage tan line and the pale, veiny, boob-flesh that normally never saw the light of day.

Most of my friends wouldn’t even look at me, no doubt feeling awkward that they were ogling my mom right in front of me. I never thought something like this would happen, and I’m sure they never thought they would be lucky enough to see my mom naked. But now that it was happening, there was a definite awkward tension building. They didn’t know how to mentally deal with the situation. They must know it was humiliating for me, but a dream come true for them. Teenage boys getting to see their friend’s mom naked, and not just any mom but the school MILF, the hottest mom on the block, the mother they had fantasized about for years.

I knew they would tease me about this forever, that’s part of what made it so humiliating. I would have to go the rest of my life knowing all my friends have seen my mother naked, and they were never going to let me forget it.

Tony sprayed lotion onto her stomach and legs and rubbing it in, enjoying every second of running his hands over my mom. Just as it looked like he was finishing and putting away the lotion my mom protested.

“Tony you forgot my breasts” protested my mom from beneath her face towel “you don’t mind do you?”

I don’t think Tony’s grin could have gotten any wider, he looked over at me his eyes wide, as if he were daring me to say something. “No Sharon.. I don’t mind, I don’t mind at all” he replied slowly in an almost smug tone.

“Oh thank you Tony your such a gentleman, I don’t usually tan there so my breasts will need extra attention.” Said mom.

“Mom!” I exclaimed “you’re really going to let my friend touch your tits? I’ve known Tony since grade-schoo….”

“Steven!” my mom cut me off in in a stern tone. She slightly lifted the towel covering her face so she could look at me “we already went over this, mister, they are just breasts, completely natural and normal, and I will NOT be shamed for my body. If nudity makes you uncomfortable you will just have to learn to get over it, because in my household we do not shame women for their bodies”

“Do you understand, mister?”

“But Mom!..”

“No buts… tell me you understand?” she cut me off again.

“Yes mom I understand.” I said resignedly, feeling embarrassed about my mom dressing me down in front of my friends.

I could tell my friends were trying not to snicker at the display, as my mom placed the towel back over her face, trying to shield herself from the blinding sun.

I couldn’t believe I was about to have to watch, my best friend Tony feel up my mother. She lay exposed, flat on her back, oblivious to the fact that she was fulfilling a fantasy, for all these horny teenage boys.

“Here Tony put some lotion on them” requested my Mom as she took both her hands and slightly pushed her massive natural breasts together. “You have to make sure to get the sides as well” as her hands elevated her breasts from where they were settled, they flowed together into two perfect jiggling pancake globes on her chest. I could see the blue veins running through pale untanned flesh of Mom’s breasts. Soft mounds of white capped with large areolas, centering around her proud nipples as they pointed towards the sky.

“And Remember Tony, I don’t usually tan my breasts make sure you give them extra attention” I don’t want to end up with a sunburn”

“You got it Sharon! extra attention on the breasts, no problem” confirmed Tony a little too eagerly.

Tony was looking around at all the guys, silently mouthing “Oh my god, I can’t believe this” as he leaned over Mom’s magnificent rack. My best friend grabbed the lotion and erratically squirted it onto my mom’s breasts, silently making jerking motions with the bottle and scrunching up his face as if he was cumming.

Many of my friends snickered at this, and as I looked around some of the guys were looking at me, while miming jerking and cumming motions, in my moms direction. A feeling of mortification set in. This is exactly what I feared…. they are never going to let me live this down. For years they will be talking about time that Tony groped my mother in front of me, and how I didn’t do anything to stop it.

I just could hear Ben now, “hey man if that was my mother I would have put a stop to that shit right there and then, I can’t believe you just sat there and let Tony feel up your mother” followed by bouts of laughter. These were the kind of comments I could expect in abundance from my friends, from now on.

But my mother had made herself very clear, and even though she was typically a hippie free spirit type, she could be strict when she had to be, and could be especially stern when she felt strongly about something, such as “not shaming women for their bodies”.

All I could do is watch as Tony squirted rope after rope of white creamy suntan lotion onto my mom’s tits.

The first thick stream of lotion hit my Mom’s soft pillows, draping itself over her right nipple, like a thin white worm. Tony had squirted it out of the tube from high enough that the impact slightly jiggled her pale globe as it landed.

Toms erratic motions sent the second stream arcing down into her cleavage, forming a small pool in the deep crevasse between her tits. The third and largest stream struck her left boob clinging there in a long white line.

“Make sure you get underneath, too” Mom requested as she lifted her saggy breasts up further towards her face, allowing Tony to access the underside of her boobs.

Tony looked at me with his mouth open, sporting an incredulous and slightly ridiculing expression, as if he was daring me to say something, or try and stop him. Not breaking eye contact with me, he squirted a big smilie face shaped line of lotion underneath each of my mom’s uplifted breasts.

Mom took her hands off her breasts and let them slide back into a resting position.

“allright Tony that should be enough lotion for now, we might need a second layer in a bit though” “do you mind?” she slightly thrust her chest into the air as if to indicate he should rub it in.

“I don’t mind at all Sharon” replied Tony sleazily,

She must not have noticed the tone of his voice, because mom just thanked him again.

“Such a gentleman Tony, I really appreciate you doing this, I hope it’s not too much of a chore to put lotion onto your friend’s mom”

“Sharon, I’ve known your son for years, I’m always at your house, I mean you practically raised me, anything I can do to help, you just have to ask” Replied Tony in such an overbearingly polite way I almost gagged. He was always sucking up to my Mom acting like such a goodie two shoes. Always offering to help out around the house, always complimenting her… Mom thinks it’s because he’s “just such an outstanding and polite young man”, I happen think he acts that way around her because he thinks she’s a MILF. Here he was now, his dream come true, all those years my mom unknowingly teased him around the house with lowcut cleavage, and scanty outfits, driving his teen hormones crazy, and now he was finally going to put his hands on those glorious MILF melons.

Tony put on a show for us cracking and stretching his hands as if he was about to play a piano. A master musician preparing for the performance of his life, making sure his hands were limber and ready. My best friend grinned at me as he lowered his hands onto my mom’s melons and started slowly smearing in the white creamy lotion. First, cupping the right breast and spreading the lotion on her nipple around with his palm, he quickly progressed to methodically kneading and slathering her mammaries. Mom’s tits were wet from the aggressive amount of lotion Tony used, his hands just glided over the soft breasts accompanied by slick sounds as the excess lotion was splashed around.

“Don’t forget the sides Tony” said my mom as she arced her back

Tony ran both hands up my mother’s rib cage, sliding them beneath the sag of her beautifully aged breasts, so that the L of his hand ran up snug against underside of her boobs. with his thumbs resting between her cleavage, he slowly cupped his fingers around the sides. My Mom’s large naturals were flopping over the back of his hand almost obscuring it.

Now that he had a firm grip around the base of her breasts Tony started squeezing, Mom’s breasts were so saggy and long, that as he squeezed at the bottom, he was almost able to close his hand all the way around. This of course caused both of Mom’s tits to bulge obscenely at the top of his fists like wobbly baseballs balancing on a stick. He looked around at the guys as he gripped them, gently banging the inflated globes together. Mouthing “Holy Fuck”

“That’s good, now massage it into to sides, Tony” said my mom questioningly. Probably wondering what Tony was doing, as he certainly wasn’t working any lotion in, by gently banging her boobs together.

From the base Tony let them slide through his gripping hands until they flopped to the side, and continued to do it methodically giving us all a show of my mom’s big tits as they shimmied through his hands. I watched mesmerized as my mom’s tits went from tightly restrained, nipples and pale flesh, bulging out above my best friends clenching hands, to completely limp, each breast hanging to its respective side.

All my other friends had their eyes glued to my mom’s tits as Tony massaged them, occasionally one would make a comment to make it seem like we were just still just hanging out and drinking. But in reality, Mom’s wet glistening tits had everyone’s attention, as they flopped and jiggled around her chest with Toms manhandling

As he did this, my best friend looked at me and silently mouthed, “I’m feeling up you Mother dude!” This was accompanied him miming silent laughter “Fuck man, your mom’s tits feel great!” I read his over-exaggerated mouthing as he continued to noiselessly taunt me.

My Mom had no idea my best friend was making fun of me, as she still had her towel over her face and could only hear, what was going on around her.

It seemed like the rest of my friends were starting to take their cues from Tony on how to behave towards me, because every time I would make eye contact with one of them they, would kind of smirk, and make breast grabbing motions, or find other little ways to make fun of the fact, that I was sitting here awkwardly watching my best friend grope my mother’s breasts.

Ricky was sitting next to me now, he leaned towards me and whispered quietly enough that my mom wouldn’t overhear “dude I’m so jealous of Tony right now. What I wouldn’t give to feel your mom’s rack. I mean just look at those MILF jugs.”

“Chill man, That’s my mom your talking about” I whispered back embarrassedly, almost pleadingly. Ricky just gave a small chuckled and then proceeded to ignore me as he turned his attention back to the show.

Just a bunch of horny teenage boys watching, their friend’s mother get her tits molested. “Perfectly normal and natural” as my mom would say.

Normal my ass, I thought to myself. I could tell all my friends were enjoying themselves immensely. Never could they have imaged the school MILF, would be performing for them at the beach today.

I looked over and saw Carl taking pictures on his phone, snapping shot after shot of my mother’s naked body. It wasn’t long before the rest of the guys caught on, and everybody was taking pictures and recording videos of my mom on their phones.

Mom didn’t have a clue, with the towel still completely covering her face. Everybody had turned their phones to silent, conversation around the circle had fallen still and all we could hear was the sound of waves crashing on the beach.

“This is so nice and relaxing” sighed my mom as Tony worked the lotion onto her chest ” I’m so glad you boys don’t mind your friend’s mom crashing your beach party. You’ve all made me feel so welcome, this is just what I needed to unwind.”

She said this, like she was in a state of zen. Completely unaware of all the horny teenage boys surrounding her with their phones. Taking pictures and video, big grins on their faces.

Troy crept over silently with his phone, and hovered it between my mom’s legs, so he could get an unobstructed view of her pussy, for his spank bank.

To tell you a bit about Troy, he’s short dark hair, he’s always super polite to my mom she practically thinks he can do no wrong, he’s a foster kid so my mom kind of treats him like a dove with a broken wing. She believes he turned out so nice and kind, even with his hard upbringing. The truth is he’s an asshole, arrogant and always belittling others. If there was a bully in our group it would be Troy.

Anyways, Troy was taking pictures of my Mom’s unobstructed pussy, while everyone else recorded Tony’s mauling of my moms tits. I thought… this was enough, I wasn’t about to just watch all my friends disrespect my mother like that, taking pictures while she was unaware.

As I stood up to put an end to this madness, Ben stepped in and firmly grabbed me by the arm. leading me away from the circle, I hesitantly let him guide me torn between stopping them immediately and wanting to hear what he had to say. As we passed out of hearing distance, I looked back to the circle to see some of my other friends trading places with Troy to get better pictures of my moms bare vagina.

“Dude whatever you’re about to do… don’t do it!” Ben said forcefully “you are not going to ruin this for the rest of us.” I started to reply but was cut off

“Just imagine how long we’ve wanted to see your mom naked, she has been teasing us for fucking years, walking around the house in those skimpy outfits. This is our dream come true and I am not going to let you mess it up” I didn’t like how he had emphasized you, with a hint of disdain as if I were beneath him.

“What do you mean your not going to let me?” I asked darkly.

He just gave me an ominous stare

“This is wrong Ben you can’t just take pictures of my mom’s naked body, without her consent” I continued to protest.

“What do I mean… by I’m not going to let you? What I mean is, you can’t take me in a fight, so unless you want trouble, we are going to let this play out and see where it goes.” Ben replied threateningly.

I stared in shock at one of my oldest friends, as he threatened to essentially beat me up, if I didn’t let all the guys continue to take pictures of my exposed mother.

“I thought we were friends, Ben?” said a little hurt.

Ben softened his tone a bit “Yea well… I’ll still be your friend after this, but really just chill man, I know this is hard for you, but let us enjoy our moment… I’ll tell you what, just don’t say anything and I’ll make sure none of the other guys share the pictures at school. We wouldn’t want those pictures getting into the hands of those guys who bully you everyday. You know Donny and his gang”

At this my pulse went cold, Donny was literally my worst enemy. Everyday at school he would bully me and make my life a living hell. Him and his asshole friends Damen and Brad, were always beating me up, stealing my lunch money, calling me a pussy, looser, and their favorite was to call me a little bitch. Right to my face everyday as they humiliated me. My mom was well aware of the situation, and had complained to the school countless times, as I came home with black eyes and bruises.

The principal and teachers had had done everything they could to stop the bullying but it only made them come after me worse. Saying things like “Ohh did little bitch, have his mommy call the principal on us, boo hoo” they would laugh and mime crying tears at me.

One day they saw my mom drop me off at school, that’s when the taunting reached a whole new level, mostly centering around my “whore mom” and what they would like to do to her.

I could absolutely not live with torment of knowing my school bullies possessed naked images of my mother, I didn’t want to imagine the obscene things they would say, with that kind of ammunition.

With this in mind, I resignedly nodded to Ben,

“okay dammit… just make sure those images don’t start circulating, Emods older brother Damen, is in Donnys little gang of assholes, so I would appreciate it if you could talk to him and make sure he knows not to share…. but how the hell are you going to get Troy to shut his mouth and keep the pictures to himself, he’s an asshat I don’t think he’ll listen to you”

Ben just gave me an evasive sidelong glance as he replied, “you just let me worry about Troy, you just shut up and watch”

With that we went back to the circle of camera’s surrounding my mother.

As Tony finished rubbing in the last streaks of lotion, Mom said “okay that’s good enough Tony, I hope that wasn’t weird at all for you.”

She sat up and pulled the towel from her face, as she started to move my friends hurriedly put their phones away as if nothing had happened. But they didn’t have time to hide the fact that they were awkwardly surrounding her, some standing, some sitting, but most of them much closer than they had been before.

“Ohh my!” exclaimed Mom, as she futilely covered her breasts with one arm, one jugg spilling over her forearm and the other pale breast concealed with her hand. “Maybe my son had the right idea about putting clothes on, I can’t believe you boys crept up on my like that” How inappropriate, I’m your friend’s mother…”

“Wait Sharon!” exclaimed Troy, let me explain please. She looked offended but didn’t object as he continued. “It’s just… Just… he said shyly, starting to stutter.”

“Well out with it Troy” demanded my mother, clearly disturbed. “how do explain this” she gestured at the odd positioning of the boys surrounding her.

It’s just we’ve never seen big natural breasts like yours before, most of the girls our age aren’t developed in the chest department” Troy blurted out “it’s just curiosity…. Sharon, nothing sexual I promise” He lied “We just have never seen a mature woman’s breasts before.”

At this my mother’s expression softened

“Is this true boys… you are just curious about breasts?” She asked as she looked around at my friends.

I couldn’t believe that my mom was this gullible, but she was eating it up from Troy, her golden child, that could do no wrong. It seemed like he was saying all the right things, because Mom slowly lowered her arm exposing her naked breasts everyone to see again.

“I should have realized that you boys have never seen mature breasts before, of course your curious. But boys, you have to be careful with how you display your curiosity, staring and what you were doing, can be considered predatory behavior and can get you in a lot of trouble” my mom lectured them looking concerned.

“As the cool mom, I think I have an idea of how we can get this curiosity with big breasts out of your system, I don’t want you boys to run into problems or even get arrested later in life, for looking inappropriately at women.”

“Do you boys think it would help if I let each of you get a closer look, and maybe even touch my breasts? My mom asked innocently as she looked around the circle with caring eyes “That way you will know what natural breasts look and feel like, curiosity sated, yes?”

This was greeted by a chorus or agreement from my friends,

“As long as my son doesn’t mind” said Mom as she looked at me.

I was about to object when I caught Ben’s sharp glare, and remembered the looming threat of my bullies getting their hands on those pictures.

“ahhh no Mom it’s fine” I replied sufferingly, still feeling torn about my decision.

“Well that decides it boys” she gestured to Jeff “clear out boys give us some room. Jeff you come here and sit directly in front of me. They sat across from each other cross-legged. Jeff looking a bit nervous as he position himself in front of my naked mother.

“Don’t be nervous Jeff, they are just breasts…” Mom gently coaxed him “here let me..” she reached out and took his hands slowly lowering them to rest on her hanging mounds.

“it’s okay Jeff you can squeeze. Do you feel how soft and pliant they are in your hands. That is what a mature women’s breasts feel like. Mine are bigger than most girls, and after I had Steven they put on a little sag.”

My mom looked around at my friends as Jeff squeezed. “Take note boys, you probably won’t see a women with breasts this saggy unless she has had children.”

She continued to lecture them on different sizes and shapes of breasts, and how all women are beautiful and we should respect their bodies. All while one of her son’s friends fondled her chest for the rapt audience.

“All-right Jeff, let the next boy have a turn” commanded my mother. She gestured to Raj as Jeff disappointedly moved so someone else could sit.

Raj I met early in high school, He is from india, short and skinny with a light brown complexion. Always quick to laugh, we’ve definitely had some good times together.

Now I watched his dark brown hands descend onto my mom’s pale globes, He was more adventurous than my other friend. Jiggling Mom’s breasts and lifting them up by the nipple to let them fall back down again.

“Woah Raj!” exclaimed Mom “your so aggressive. But I guess it’s important to let you see what breasts look like in action” Mom quickly glanced at me to see how I was handling the sight of Raj attacking her tits. Catching her gaze I felt like it was another chance to put a stop to this, to signal her that it should end. But I looked over and saw Ben watching me and supressed the instinct. I once again resigned myself to letting this happen, under the threat of the photo’s making their way into my Bullies hands.

I hoped Ben had already talked to Raj about not sharing the pictures. Raj’s older brother was part of my bullies little gang. Not only did I know my social life would be over if the pictures spread around the school, but my bullies would also use the images to further taunt and torment me on a daily basis.

Gnawed with worry, I watched on silently as Raj battered my moms breasts, slapping them around playfully.

“Allright Raj that’s enough” Let the next boy have a turn.

As Ben took his place my mother looked at me “hold on boys I just want to check with my Son. Honey is this still okay, I don’t want to make you uncomfortable. You don’t mind if your friends feel mommy’s breasts do you?”

At this a round of laugher burst out around the circle.

“Yes he still calls me Mommy sometimes, don’t laugh boys, be nice” my mom reprimanded them. As the snickers died down everyone looked at me, including Ben, there was a message conveyed in his frown, saying don’t fuck this up for me bro.

“Yes Mom it’s fine…” I said as I put on a feeble grin.

Upon hearing my confirmation, Mom turned back to Ben and let him have his fun, his strong hands kneaded my moms soft tit-flesh. He was aggressive like Raj, letting his aggression loose on her tits with busts of wild shaking, and slapping the heavy pendulums together.

My friend was having the time of my life, as Mom just sat there with a serene expression.

Next up was Carl. I couldn’t believe my mom was about to let Carl feel her up. She didn’t even like him, she thought he was a compulsive liar, and she would often rave about that Carl, when my friends weren’t around, saying he was a bad influence on me. I guess being the cool mom meant, she didn’t want any of my friends to feel left out.

She beckoned Carl to sit down in front of her. As he settled she took a moment to look him in the eyes and say.

“Okay Carl, I know we have had our differences, but I think this will be as good for you. Go ahead you can touch them”

“Oh Thank you so much Sharon” said Carl smirking “I’m just so curious about big breasts” He said with a hint of sarcasm. Carl started off slow, resting his hands on Mom’s generous bussom. “Ohh they are so warm Sharon!” Carl exclaimed with an almost dazed look on his face.

“Yes go ahead, heft them in your palm. You see how heavy they are?” my mom encouraged him as he bounced once of her breasts in his palm, He alternated, letting Mother’s breast settle like a gelatinous pancake on his hand, before snapping his hand shut and giving them a hard squeeze. After that he got rougher with my mom’s tits, buffeting them and slapping them around.

Mom just waited patiently, enduring the inexperienced teenage groping, with a look of tranquility on her face.

The next of my friends to have the honor of feeling up my mom was Troy.” He gave me the most arrogant smirk as he went past me to sit in front of her. God what an asshole I thought to myself, If Mom knew what a bully Troy was, I knew she would never let him touch her. Unfortunately, he had always been on his best behavior around her and had never once slipped up.

Troy groped my mother enthusiastically occasionally looking over at me to make sure I was watching him defile my mother. All of a sudden he burst into a sob which I could tell was fake but my mother must have thought it was genuine.

“Oh Troy, Honey what’s the matter?” my mother asked soothingly “It’s okay this is a safe space you can share your feelings”

“It’s Just.. Sharon.. it’s just.. well you know how I’m in foster care, I never knew my mother. I just wish I had a mom just like everybody else, especially a cool mom like you” He said through fake sobs.

“Oh Troy, you know I think of you as a part of our family, you can consider me your mother” She consoled gently.

“Oh thank you Sharon” Troy wheedled ” I was thinking of something that might help me feel more close to my mom, she passed away when I was very young and I only have subconscious memories of her. I was hoping if I could suck on your nipple, it would make me feel safe like I was with her again.”

Mom didn’t even hesitate.

“Oh of course I can do that for you! Troy, come here.” I watched incredulous as Troy lowered himself into my mothers lap and positioned his face next to her hanging breast. He gave me an evil smile as he took my Mom’s nipple into his mouth sucking gently. He kept eye contact with me as he suckled on my mom harder and harder, occasionally playing with her nipple in his teeth and squeezing Mom’s breast as if real milk would come out.

For her part my mother stroked Troy’s head cooing softly to him, oblivious to the fact that he was a total asshole and feeding her a load of complete bullshit.

Still looking at me with my mom’s tit in his mouth “Troy said “Mommy, Mommy” in an infantile voice. Eliciting a bout of laughter and snickers from the group.

“Hey boys don’t laugh” She reprimanded them. “And Troy, you don’t have to make light of your feelings or try and turn them info a joke. I’m so glad you shared. I feel like we’re having a healing moment here.” Mom said warmly.

Troy continued to suck and slurp nosily on my mom’s teat. I watched my asshole friend. He flicked at her nipple repeatedly with his tongue before trying to slurp up as much of her boob into his mouth as possible. He shook his head back in forth with her breast lodged between his lips, causing it to ripple with his jerking head motions.

“Okay I hope that made you feel better Troy” said Mom, as her nipple slipped out of his hungry mouth.

My remaining friends finished getting their turn to feel up my mom, and after that things quieted down. We continued to drink beers and enjoy the sunshine. Eventually, one of my friends, sparked up another joint.

As it got passed to my Mom, I hurriedly protested “Don’t you think you’ve had enough weed Mom?”

She giggled “Oh don’t be such a buzz kill, Son. We’re having such a great time.” With that she proceeded to take a few more puffs of the joint, totally disregarding my concern.

I could see Troy going around to the rest of my friends, and whispering in their ear. This would be followed by snickering and furtive glances at me. I wasn’t sure If he was planning something else or just making jokes at my expense, but I didn’t like it.

After a about an hour of basking in the Sunshine, Mom reclined as she hid her face under her towel again.

“I wish I had remembered to bring my sunglasses” Her slightly muffled voice came from beneath her towel, as she lay there completely naked. With her face concealed, Mom’s luscious mature body was a feast laid out for their starving eyes. The horny teenage boys surrounding her once again pivoted their gazes to drink in the sight of her. Drawing their stares up and down her lithe body, they relished the sight of her natural 36DD breasts as they sloped to either side of her gently rising and falling chest. My friends couldn’t get enough of it, they no doubt wanted to cement the image of my nude mother into their memories.

All those times she had walked around the house in low cut shirts, cleavage madly jiggling, as she brought us lunch, or cooked dinner in the kitchen, had driven my friends mad. I couldn’t really blame them for always talking about how hot my mom was, she certainly dressed the part.

She was lying on her back, face still beneath the cover of her towel, when she asked Tony to apply more suntan lotion to her breasts.

“Yes I told you Tony, we would need a second coating. Since I usually don’t tan my breasts, they need extra love.” She clarified cheerily.

“No worries Sharon, I can give your breasts some extra love” Tony said with a wink to me. “Let me just get the lotion”

As if on cue all of my friends stood up and pulled out their dicks, I was shocked, I had no idea what was going on. Were they all going to jerk off this time, as Tony massaged suntan lotion onto my mother’s breasts? This must have been what Troy was plotting earlier, I realized with a tingle of dread.

Again, I felt another panicky wave wash over me, along with an overwhelming urge to stop my friends, I really didn’t want to see where this was leading, but didn’t know what to do.. Ben must have seen the internal struggle on my face because he came over to sit beside me. As Ben sat, he leaned close to quietly whisper in my ear.

“Don’t even think about it Steven!” he said stealthily, I talked with the guys…. we won’t share the pictures around school but…..” His tone hardened “If you do anything to fuck this up, we will ensure, that your bully gets his hands on those nude pics of your mom. So just sit back and watch, don’t say a fucking word, you understand bro”

I my felt fragile emotions bruised by him again, Ben one of my oldest friends, was threatening me. In a state of anxiety, I replayed his words in my head. He was going to ensure that Donny and his gang, got their hands on those pictures, if I didn’t just meekly comply with whatever the hell was going on here. It made me angry that he would treat me this way, that after all these years he would just discard our friendship for a chance to jerk off to my mother.

“All it takes is one text from Raj to his brother, and you will never hear the end of it from your bullies at school” Ben reinforced.

I nodded weakly, to show him that I understood. He slapped me on the back and stood up, as he returned to his previous position closer to my mom.

Despite my pent-up anger and frustration, the terror I felt at the thought of my school bullies getting that kind of leverage, completely sapped my determination. I started making excuses in my head, “It’s okay if your friends jerk off to your mother, I tried reasoning with myself. It’s not like they weren’t allready going to jerk off, to the pictures and videos they recorded. It’s not any worse than it already was… whats the difference if they masturbate here while watching, or at home on their phones?

The teenage boys were jerking in furious silence with Tony standing directly above my mom. He had a bottle of sun lotion in one hand and was jerking his small cock with the other.

“Sorry Sharon, I’m just having some trouble getting the lotion out of the bottle, there’s not much left in here” Said Tony as my mother waited. “Do you think you can hold your breasts together like you did before, there’s not much left and I wouldn’t want to miss.”

I watched as my mother presented her glorious breasts cupping them together both dark areolas staring up at Tony as he silently but vigorously jerked his cock.

“Here it comes Sharon! said Tony in an oddly stifled voice “I watched in disbelief as my best friend of years dumped his load on my mother’s waiting breasts. His cum squirted out in three proud jets the first two hitting her left breast with the last streamer striking my mother’s right tit, dribbling down into her cleavage.

“Ohh it’s so warm Tony!” said Mom surprised “Yea sorry Sharon, I guess the lotion bottle has been sitting in the sun for a while”

Apparently, my mom accepted his rationalisation “Well we’ll need more lotion than that” said my mother from underneath the towel covering her face.

“Yea sorry Sharon… I think my lotion bottle is out, but I think Ben has some more” Tony replied with a grin”Right Ben?”.He asked

“Yea for sure I’ve got you covered” Ben snickered at his inuendo, as he approached my mom jerking his big cock, He stood over her and pretended to also have trouble getting the lotion out.

“Uhh yea…. not a lot of lotion left in this bottle, either Sharon, you’re just going to have to hold on a second while I try to get some out” Ben informed her.

I watched in disbelief as my muscular friend stood over my mother wanking his big dick. Mom was still holding her big natural breasts together to catch the “lotion” and I could see more of Tony’s cum sliding down into her cleavage.

“I think I got some Sharon” Ben grunted “ohh yea it’s coming out now”

Ben shuddered as he proceeded to bust all over Mom’s already cum splattered mammaries.

Standing over her, Ben sent sticky streams and globs of jizz dribbling out of his penis, falling sporadically, onto my Moms upheld tits, like he was an artist making some sort of abstract painting, just flinging paint randomly at the canvas.

Ben looked towards me and mouthed “fuck man I can’t believe I just came on your mother”

Ben beckoned to the next guy, as he continued to talk pretending he was trying to get more out of the bottle.

Carl was next up to the plate. He definitely had the largest cock out of all my friends, standing at a hard 11 inches and thick as a pole. Carl beat his massive meat stick over my mother, staring at her cream splattered tits intently.

I still couldn’t believe my mom was just lying there with a towel over her face completely oblivious to the fact that my friends were ejaculating on her. She just compliantly held her tits pressed together to catch the suntan lotion. Completely relaxed, jizz all over her, never imaging that something sexual was going on here.

When Carl unloaded, it may have been the biggest load I’ve ever seen. My friend ejected five thick torrents of his baby batter onto my mom’s waiting chest. The first glob hammering into her right breast, causing the soft malleable flesh to gently ripple from the impact. The second blob of nut splashed right into, the deep crevasse, between my mothers jugs, contributing to an already gathering puddle of cloudy mixed semen. The next three streams glugged out of Carl’s cock with less force, dripping directly down in the same place on Mom’s left breast, completely concealing her large areola and nipple in a quivering white gelatos pool.

My friends must have had blue balls from watching and groping my mom all day because it didn’t take them long to cum. Rapidly all eight of my friends came on Mom’s breasts. One after the other, silently jerking over her and painting her tits in slippery white cum.

Ben would make comments like “Oh… Ohh.. there I got a bit more of of the bottle” and “Hold on don’t move Sharon, I think we still need a bit more lotion”

I could not believe that In the span of 3 minutes I had watched eight of my friends cum on my mother. I was utterly humiliated as they silently high fived and congratulated themselves for turning my mom into their cumbucket.

As the last of my friends finished, Mom spoke up, still ignorant to the fact that she was wearing the cum of her son’s friends.

“Okay Ben I think my breasts are quite drenched, now which of you boys want to rub the lotion in?” She asked us.

There was an awkward silence in which nobody volunteered…

My friends all pulled their shorts back on. Now that they had drained their cocks, and the evidence was splattered all over her, all Mom had to do was take the towel off her face and she would see it wasn’t suntan lotion covering her breasts. There was no mistaking the thick streams and globs of white substance, slowly gliding down in wet streaks as Mom readjusted her grip on her breasts.

I wondered how they were planning on getting out of this. Either one of my friends had to bite the bullet and massage in the “lotion” or my mom would take the towel off her face, and do it herself. I felt a twinge of petty satisfaction knowing that one of my friends was going to have to humiliate themselves, to keep up their façade.

About time I thought to myself, after sitting here and shamefully just watching my friends manipulate my naïve mother, I was eager to no longer be the only person, whom would be the butt of their jokes for years to come. Allready I was thinking about how the next time they brought this up, I would say, “Yea whatever maybe you guys came on my mom, but Tony had to rub it all in” At least that’s how it played out in my mind. I would have some, however small, life-raft, I could use to deflect their taunts.

“Really Boys, No one wants to help me out?” my Mom asked the group again from beneath her face covering.

Still, no one jumped at the opportunity.

At this point I was grinning ear to ear looking around speculating, which one of my friends was going to have to rub in all that nasty jizz.

“Tony will you rub the lotion in?” my Mom asked

“Oh sorry Sharon my hands are a bit tired, but maybe Steven will rub them in” He suggested.

My heart stopped when Tony suggested I do the honors, no way was I going to rub my friend’s cum into my mothers breasts!

“See Son! my little treatment earlier, worked so well that none of your friends even want to touch a pair of big breasts anymore, I would definitely say I exhausted their curiosity” Said my mother proudly.

“She exhausted something” I heard a whisper, as a few of my friends snickered.

“Will you rub the lotion in for your mother, dear? My mom asked me with the towel still covering her face”

“Yea Steven, help out your Mom!” jeered Carl.

Ben came over and grabbed my arm, as he yanked me up from where I was sitting. He forcefully tried to push me towards where Mom was lying on the blanket.

“ahh Mom, I’d rather not” I choked out

All the guys were chipping in their comments now.

“Dude your mom’s best, why wouldn’t you help her out,” Ricky chimed in

“I wouldn’t hesitate to give my mom a hand if she needed it!” Jeff offered.

Searching for a plausible explanation, I went with a half truth.

“I just feel like it would be weird for me to touch your breasts Mom” I blurted out.

“Son, I thought we went over this, they are just breasts, completely natural and normal, nothing to be ashamed about, or get weirded out by” my mom reprimanded me, still shielding her face from the sun with a towel.

She removed one hand from where it was holding her breast upright to lift a corner of the towel so she could look at me. I felt the collective intake of breath from my friends as she went to move the towel from her face. But she didn’t it lift up enough to see the mess the guys had left on her, only peaking out the side enough to speak to me directly.

“This is a safe and open place Steven, you can be honest about your feelings” my Mom said gently “don’t be afraid to speak up in front of your friends”

“Yea Steven”said Tony in an exaggeratedly sympathetic voice “We’re all friends here”

After addressing me, Mom lowered the towel to fully cover her face again, as she moved her hand into position to push the breast that she had let slip.

“I want to get to the bottom of this. Son, look at my breasts and tell Mommy what makes you uncomfortable about a woman’s chest.” As she demanded me to stare, my mom slightly arced her back, as she slid her hands to cup her breasts more from the bottom. I watched as she gently shook them in small lifting motions causing the top of her soft mounds to roll like a wave, making them sway as if to say “Here, this is what you are supposed to look at.”

Mom’s juggs were of course covered in the combined jizz from my friends. They glistened in the sunlight covered in creamy streaks of nut. Cloudy clusters of my friend’s splooge had collected in certain places, leaving slick, translucent, trails of wetness behind them.

Since they were essentially big saggy half-filled bags, when Mom lay on her back and held her breasts centred on her chest, gravity did its work making the top of Mom’s soft globes, pancake into a nearly flat surface, like two trembling mountains with evenly leveled peaks. Large globs of cum moved freely across her flattened peaks, balanced precariously and skating around her nipples, synchronizing with the wave like motion she produced with her gently bouncing hands. Occasionally a gobbet of cum would slip over the edge, and glide down the rounded sides of Mom’s wobbling platforms.

She once again dropped one breast so she could lift the towel just enough to look me in the face. All my friends tensed, worried that the jig was up, except Mom still neglected remove the towel far enough to see the streaks of teenage cum splattering her chest.

“Well Son, What is it that makes you uncomfortable?” Mom demanded again as she looked at me. “breasts are perfectly ordinary, nothing to be ashamed of”

“Mom it’s not women’s breasts that makes me uncomfortable….” I answered awkwardly feeling embarrassed and red in the face. “It’s just that your my mom, it’s weird”

If only she knew what was really going on here, she would never speak to any of my friends again. I thought to myself.

Troy picked this as his moment to chime in “Steven, don’t lie to your Mom, it’s okay you can tell her”

My mom looked at me expectantly and when I didn’t respond she asked “Tell me what, Steven?”

“There’s nothing to tell Mom” I quickly protested still feeling flushed.

“Well that’s not exactly true” said Troy, in a super caring voice as he looked around the circle of guys. “We’ve all noticed that your Son has an almost subconscious, aversion to big boobs, he might even be afraid of them.” He explained to my mom. “There is no denying it. the older girls at school, the teachers, we’ve all seen him avert his gaze countless time. If there’s any cleavage showing, your Son will awkwardly find something else to look at. He can barely meet their eyes or talk to women with large breasts, if left untreated I’m afraid this could develop into a self-esteem issue for him later in life”.

My friends around the circle muttered agreements, playing along with Troy’s sick narrative. I couldn’t believe Troy was turning this into some reality TV show intervention, pretending like all they had my best interests at heart.

But my mom was gobbling it up. She was looking at me with caring eyes, from beneath her slightly lifted towel covering, unconscious of the fact that it was piles of gooey spunk on her tits and not just sunscreen waiting to be smeared.

“Is this true, Son?” she asked me.

“No Mom I swear they are all lying..” I objected. I tried to sound calm and collected but I heard my voice emerge as an embarrassed plea.

I was angry and humiliated that all my friends would gang up on me like this, following Troy’s lead. What an asshole I thought to myself, my resentment towards Troy growing.

Unfortunately, Mom thought the expression of mortification written on my face, was because Troy had exposed something true about me I didn’t want to admit. She assumed I was being defensive, evasive, and lying about it.

Of course Mom would believe Troy, over me, I thought to myself angrily. The golden child around my mom, but always an arrogant asshole and a bully with everybody else.

“Mo..” I tried to protest again but she cut me off before I could get a single word out.

“Steven don’t deflect, we can talk about this kind of thing openly, everyone here cares about you, and it saddens me that you aren’t mature enough, to admit when you have a problem” chided Mom as she regarded me with disappointment in her eyes.

My eyes flicked down at the sticky mess covering her saggy aged breasts. Her chest sheened in the sunlight as all their cum continued to sluggishly ooze across the surface of my moms soft pillows.

Disgusted, by the sheer amount of jizz, I looked back at my mom’s face as she watched me, she must have seen the disgust stamped my face when I glanced at her breasts. She took it as an irrefutable admission that I had a problem with big breasts. Concrete proof of the lies Troy was telling her.

“Come here Son, you are going to have to get over your fear… or anxiety, or whatever the hell it is around big breasts” my mother commanded me in stern tone that brooked no argument.

“You are just going to have to rub the sunscreen into your mother’s breasts. I want you to take your time, and get to know what a mature women’s breast feels like” she demanded. “I don’t want you to feel awkward or weird around big breasts anymore and this is the only solution I can think of.

“But it’s just weird that you’re my Mom, I don’t have a problem with big breasts” I argued in a last ditch attempt to avert disaster.

Look.. if you have a chance to explore them a little Honey, I’m sure you will see there is nothing to be afraid of. Breasts are completely ordinary” She added in a gentler tone.

“and… if that really is your objection, I’ll have the towel over my face the whole time. Pretend I’m just some random girl on the beach who’s asked you to apply lotion to her chest area.” With that, my mom dropped the lifted corner of the towel back over her face so she was completely obscured.

Some of my friend’s started snickering, but my mom quickly put an end to that.

“No laughing boys! this is serious, you all had your healing moment earlier, now let me help my son with his issue.” She chided them. “Come here Son, rub the lotion into my breasts” My mom instructed me, not realizing what she was actually asking me to do.

As Ben pushed me again towards my mother, I felt hot-headed and my vision narrowed into what felt like pinpricks focused on Mom’s cum splattered rack. As I sank to my knees next to her I was greeted with an even closer view of the mess my friends had made.

Carl’s load was still the largest collection of manjuice perfectly pooled in a substantial boot-shaped glob. Somehow Carl’s load was still balancing on the white creamy plateau of my mother’s upheld left breast, occasionally sliding around as Mom adjusted her grip.

When she had moved her right hand to adjust her face towel covering, Mom had let her right breast slide to the side, which allowed all the spunk that was hanging on, as she presented them to my friends, slink down between her tits like a small river.

Her sagging right breast now rested, hanging sideways toward her armpit. Sitting directly beside Mom looking down, I had crystal clear vision, seeing the how the cum had gathered in a creamy line thick that ran all the way from her cleavage to the underside of her boobs.

It had only taken about five minutes for Troy to construct his elaborate lie, get all the guys to back him up, and now convince my mother to make me rub in the sunscreen. I could just hear the jokes now. “Hey Steven, don’t forget to put on some cum-screen” my friends would probably say every time we went to the beach from now on.

“Hey bro just let me know if you run out… I can squeeze some more out of my bottle for you” followed by laughter. They would haunt me with constant inuendo’s referring to the time they jerked off all over my innocent mom, never letting me forget that I just sat there and watched.

And then the cherry on the cake! This final ultimate humiliation.

“What’s taking so long Son?” asked my mother “put your hands on my breasts already, don’t be afraid they won’t bite you”

“no need to be afraid Steven, reinforced Troy in a sickly sweet tone, “we all support you, getting over your issue”

In a daze of disbelief that his was actually happening, I lowered my hands onto my moms wet glistening breasts, and felt the combined cum of my friends slick on my palms, as I slowly squeezed Mom’s funbags, some of their creamy goo started to squelch out between my fingers, I almost gagged as my Mom’s soft bussom slithered through my hands lubed with the nut from eight teenagers

Ohh..Ohhh My GOODNESS! this sunscreen has such a different consistency from the other one, It almost feels wetter… slicker” Probed my mother. And sure enough, my friends jizz felt nothing like sunscreen as I rubbed it into her chest

I stopped unable to continue, but then glanced up and saw Ben looking threateningly at me, conveying with his frown that he considered me objecting again, as messing this up for him. Ben’s hostile voice replayed in my head, as he threated to share the nude pictures of my mother with my school bully. Reminded of what was at stake, I continued to massage my mother’s slick breasts.

“Yea Sharon it’s a different brand than your sunscreen, this one is organic, all natural” Ben offered none of us missed the extra emphasis on “organic”. The guys all looked at each mouth’s gaping in silent laughter at his double meaning.

“Ohh I love organic” chimed in my mom cluelessly “There’s far to many chemicals in products these days.” She conversated with Ben as I defeatedly rubbed their cum around her chest, feeling my moms slick wrinkly sacks slide around in my hands as I tried to work it in.

I was so humiliated, sitting over my mother, my hands coated in my friends baby batter, most of them just looked on and made faces of disgust, probably in equal disbelief that this was actually happening. But this was the only way to cover up their little bukkake from earlier, and none of my friends wanted to take my place.

While some of the guys were disgusted, I know at least that asshole Troy was enjoying himself immensely. I glanced up to see him smirking at me. He slowly lifted his arm and pointed his finger at me, and then proceeded to give me a series of silent Ha Ha Ha’s, not in response to anything funny, but just because he wanted me to know he found this hilarious. Just to taunt me with his smug face, as if to say “ha ha I’m better than you, weak bitch!”

I tore my gaze away from Troy mocking me, and continued to spread their wet cum all over Mom’s rack in abject shame.

“Now remember what I said Steven “my mom paused in her conversation with Ben to address me “Make sure you take your time, examine and feel my breasts thoroughly, I want you to be comfortable around women with big breasts. We are going to put this odd aversion you have to bed once and for all, just don’t be afraid to fully explore Mommy’s breasts”

My Mom tittered, “Oops, that right I’m not supposed to be your Mom! Sorry Honey just keep pretending I’m someone else”

But I couldn’t as I groped her soft bags, despite her covered face I knew with certainty that I had my hands on my mothers aged breasts. Mom’s big pear shaped floppies slipped and writhed in my hands as I desperately tried to rub in the cum.

My friends had just left too much of their juice on Mom. it wasn’t soaking in and was instead just working up to a creamy lather, smeared over her tits. Frantically, I rubbed the spunk into her malleable knockers, but only succeeded in bathing her magnificent rack in a sticky white white film.

My mom paused her conversation with Ben again reminded me to get the sides

“Yea bro don’t forget the sides, said my best friend Tony subtly taunting me.

At this point the cum had turned sticky and made sickening suctioning noises as I ran my palms up and down my mother’s breasts. My friends creamy baby batter had gathered in foaming lines along the edges of my hands and between my fingers, The excess amount that had refused to soak into my mother’s skin now making its home on me.

I submitted to Mom’s request, sliding my hands around the side of her boobs to lift them upright on her chest. Her knockers wobbled uncertainly as I held them together. Mom’s large cream covered areolas and soft nipples stared up at me. Her sandwiched mounds started to bob in lurching fits, as I hastily tried to spread the creamy residue all over the sides.

I looked around the circle of my friends as I struggled with Mom’s boobs. That’s when I saw Carl recording the whole thing on his phone. He saw me look over at him as he filmed, and gave me a little wave. He had a self-satisfied expression on his face as if he were saying “Yea I got that on camera bro and we are never going to let you live it down”

My moment of wretched shame immortalized on film, forced to lather my friends seed onto my Mom’s jubilies. I didn’t know how long Carl had been recording but I could only assume that every second of my humiliation had been captured.

As more of the thick cream streaks started to disappear and soak in completely, My Mom must have thought I had learned my lesson, because she asked “Okay Steven do you think you’ve got that out of your system? Did rubbing lotion onto mommy’s boobs help with your little aversion?”

“Uhh yea mom” I conceded just wanting this to be over as soon as possible. “Thanks for helping” I said through clenched teeth trying to make it more believable. “I definitely feel more comfortable around breasts now”

Mom lifted the towel covering her face and studied me. “I knew that was just what you needed Honey. You have to remember, I’m your mother and you can talk to me. After all, I’ve learned a thing or two in my years, I know how to help.”

I smiled weakly and said “Gee thanks mom” I held up my hands to show her, still smeared with a thick residual paste on my palms and creamy white foam between my fingers. It was now of course almost indistinguishable from what a thick sunscreen might look like.

“I’m just going to go wash the sunscreen off my hands” I reeled away from the group and stumbled down to the water dipping my hands and scrubbing furiously, tying to clean the disgusting slimy feeling of my friends jizz from my skin. I didn’t know how I was going to go back and face them, just sit there with everyone and pretend like nothing happened.

I bolstered my courage as I stood back up, both hands finally clean. It can’t get any worse I told myself. That was about as humiliating as it get. I resolved to try and go back and have a good time. As I returned to the beach blanket I saw Carl pass another joint to my naked mother who was now sitting back up. She coughed as she took a hit looking a bit glassy eyed. We continued to drink, the atmosphere loosening up a bit. Ricky even managed to hold a conversation with me as if the events from earlier never happened.

After a while my Mom stood up “I need to use the ladies room boys, I’ll be back soon”

My friends watched my mom’s naked ass bounce as she walked away down the beach towards the public restrooms.

As soon as she was safely out of earshot, all my friends jumped up roaring and high fiving.

“Can you belive that just fucking happened guys” Hooted my best friend Tony.

“Hell YEAH it did” cheered Ben pounding him on the back.

Carl was standing next to me and he gave me a kind of awkward sidelong glance

“Sorry dude… he started off, sounding almost sincere “but we bukkaked your fucking Mom! His voice rose in excitement as he finished. ”

“FUCK Yea we did!” Ben shouted looking ecstatic. “We fucking did it boys, a dream come true!”

The teens continued to holler and jump around until they died down a bit, settling themselves with reminiscing and making the occasional rude comment about my mothers private parts.

Tony announced he also had to use the restroom, and strode off down the beach. Now on my fifth beer, I started to feel natures call and announced I was going to the washroom but none of my friends even glanced at me. I could have just pissed in the bushes, but I was tired of hearing them celebrate over what they did to my mom anyways. I quickly walked away in a brooding stride.

It was about a 20 minute walk to the restroom so it helped clear my head a bit from the booze. Once again the reality of my situation sank in as I brooded over what had happened. Images kept flashing through my mind, of my friends ejaculating on my unsuspecting mom. Followed by a nauseating sensation as I recalled how warm and slippery their combined jizz had felt as I grasped at my mother’s melons.

I finished at the washroom and started on my way back. I resigned myself to at least try and get through the rest of today pretending like nothing happened. About three quarters of my trek back I heard Mom’s voice drifting out from in the woods off the beach. Curious I drew closer and Toms unmistakable voice resolved itself as well.

“Thanks Sharon for agreeing to walk back with me. I kind of need to get something off my chest and was hoping that I would have a chance to talk to you alone” I heard Tony say.

“Of course Tony, you are my Son’s best friend, you can come to me with anything” reassured my mom.

“Well Sharon” its kind of embarrassing and I’m afraid you will judge me for it.

My mom objected “Oh I would never Tony, I promise I won’t judge you can talk to me about your feelings.

I had drawn closer to their voices through the trees and a sense of unease was forming. I wasn’t sure if I was interrupting a legitimately vulnerable moment, or if my best friend had planned something more nefarious.

As I came around a cluster of trees I saw my still nude mom standing across from Tony in a small clearing surrounded by thick bushes. I circled around trying to get a clear view, their voices lowered to a murmur and I had to sneak up through the foliage to hear what Tony was saying.

I was now only 6 feet away from them in the bushes, with an unobstructed view of their little clearing.

“Well Sharon, you know how, when you let us feel your breasts… how none of that was sexual for for the other boys.” Tony confided in her, his voice wavering uncertainly “It kind of was sexual for me” he blurted out. “I’m sorry Sharon it’s just that I’ve had a crush on you since grade school, I can’t help it you’re the women of my dreams”

“Tony I’m flattered that you would be interested in an old woman like me, but you should be going after girls your own age” said Mom

Tony looked crestfallen “it’s just, that I’m so short, I get made fun of by all the guys for it, none of the girls my age want to be with a short guy… also. He flushed a bit in the face as he gestured to his crotch “I’m not exactly packing in the size department”

“When you’re older, I promise women will appreciate you for more than your height.” My mom reassured him with a sympathetic gaze. “The girls your age are just too immature to see how special you really are”

“I’m sorry Sharon I shouldn’t have said anything, it’s just been driving me crazy seeing you naked all day, I feel like I’m going to explode” Tony said fidgeting nervously.

“You should have said something earlier Tony, I had no idea that today has been such a torture for you” said my mom apologetically.

I chuckled to myself. I didn’t know what Tony had been expecting to happen after he professed his attraction to my Mom. I laughed to myself again, As if she would be romantically interested in a teenage boy. I knew my Mom would let him down gently, trying not to hurt his feelings but to be honest I was looking forward to seeing his expression as he tried to cope with the rejection.

“Your my Son’s best friend Tony. I’m flattered that I’m your teenage crush, but I’m also more than twice your age”

“ahh…. Sorry Sharon… like I said I shouldn’t have said anything” Tony squawked out awkwardly red in the face.

As Tony turned to leave his, shoulders hunched in defeat, I saw a wistful expression flicker across my mom’s face.

“Wait Tony!” my mom called out to him. He turned back to my naked mother “I have to say… I feel partially responsible for your predicament” she said as she gestured down towards his crotch.

There was a pause of silence as a sequence of indistinguishable emotions flickered across her face.

Mom’s voice was a little uncertain and shaky “I think know how to help fix the way you’re feeling… come here Tony and stand in front of me” my mother beckoned.

Of course, my mother wouldn’t just let him leave feeling dejected. She was too much of a kind-hearted person, to let my friend walk away mortified. I wondered if she was going to give him a shoulder massage or some other petty consolation prize as she continued to soothe his wounded self-esteem.

As my best friend move to face her, Mom steadily descended to her knees, the twigs and leaves of the forest floor giving off a faint crunch as she sank down. Mom looked up into Tony’s eyes as she grabbed his trunks and began to slide them down his legs.

Her mature hands drew his waistband down exposing his stark white pecker to the forest air. Tony’s modest manhood sprang free of it’s constraints, as his shorts puddled around his ankles.

My best friend’s cock was already hard, standing just over three inches, Tony’s little pecker waivered in front of my mom’s face as she look up at him.

“It’s not that small Tony” My mother said kindly “You will find the girl for you… one day. I understand that at your age, girls are into older and taller men. So I can help you out this time, but you need to promise, to never tell my son about this.”

“I won’t tell Steven, I promise Sharon” Tony replied in a daze. As he looked down at my mom he was treated to a view of his small cock hovering over her upturned face.

With that, Mom slowly lowered her mouth around my best friend’s tiny flagpole.

“Oh my god… Sharon!” Tony groaned as she fully enveloped him. Fitting and holding his entire penis in her mouth, her lips pressed against his curly blonde pubic hair, my mom kept eye contact with Tony, as she just held his cock in her piehole.

I watched Mom’s cheeks pucker as she unhurriedly constricted her mouth around my best friend’s dick in suctioning movements. She tenderly worked Tony’s manhood, his cock was tiny enough that Mom was easily able to keep his modest length fully engulfed.

I looked up at the expression of euphoria on my best friend’s face, as my mother blew him. I felt betrayed by Tony. He was supposed to be my best friend. But how could I blame him, this was his dream come true. He’s had a crush on Mom for longer than I can remember.

I was more upset with my mom! I mean how could she do this to me? Sucking off my best friend in the forest like some kind of hippie slut. I could have never imaged, my sweet innocent mom would do something like this. I mean… he’s less than half her age, just a teenage boy. I didn’t know how I would ever hold a conversation with Tony again. I felt like from now on, every time I saw my friend, I would just see the image of my mom on her knees pleasuring him.

I was afraid to move. In my overzealousness to witness Tony’s rejection, I had crept too close, in the underbrush, and couldn’t shift without giving myself away. I played the scenario of confronting them through my head… but didn’t want the confrontation. I felt like It would change my relationship with my mother forever, not to mention my best friend.

As I anxiously resolved to wait, I was mesmerized in dread, by the sight of my sweet innocent mother on her knees.

“Sharon, I can’t believe this is actually happening!” Tony gasped as Mom continued to hold eye contact with him. His teenage cock was still entirely engulfed, in her wet orifice, as she made gentle gagging motions.

Mom compressed her lips around his trunk and started to draw back on my friend’s prick. Sensually slurping from the deepthroat position she had held, up his shaft, until his saliva covered head popped out of her mouth with a kissing sound.

“Remember, you can never tell my Son about this.” my Mom reaffirmed as she grazed his wet head along her lips.

“I promise, not a word” Tony said seriously. At this my mom gave a small nod and seemed to relax a fraction more.

“Tell me what you like Tony? Since this is your biggest fantasy I want to make it perfect” She asked him

“Sharon it’s so good already…. but there is one thing” said Tony nervously “could you… could you talk dirty to me?”

“Tony!” my mom exclaimed “You’re such a bad boy! Talk dirty to you? I wouldn’t have imaged you to be so sexually advanced at your age” she said in a sultry voice.

“I would really appreciate it Sharon… it’s a big turn on for me” Tony said still a little uncertain. “There’s another thing, but it’s kind of weird…” He flushed as he tried to work up the courage to tell her what he wanted.

“There’s no need to be ashamed of your sexuality, you can tell me what you like, I promise I won’t be judgemental” My mother comforted him, as she teased the tip of his penis with her tongue.

“Well…. It would really turn me on if you referred to yourself…. as Steven’s mom” Tony requested, still tense despite her assurances.

My mom frowned at this, his cockhead still resting on her lips. “That is a bit of an odd request Tony, I’m not sure how I feel about that”

“It’s just that, before I knew you as Sharon, we just knew you as Steven’s mom.” Tony hurried to explain. “When I first started fantasizing about you, I didn’t know your actual name yet. Please Sharon it really would make this perfect?” Tony begged.

“…Okay” my mom said hesitantly “I guess that makes sense, I can do that for you Tony.”

With that Mom plunged her head down my best friend’s length, giving three glugs on his shaft before rapidly releasing his cock. As she pulled her head back, Mom looked up at Tony and wrapped one hand around the base of his cock, to steady it in front of her face.

Staring intensely into his eyes, my mom started talking dirty to him.

“Do you like having your dick sucked by Steven’s mom?” she said like a filthy slut. She wrapped her mouth around just the head of his small cock and suckled it, before pouting her lips in a motion that caused it to slide out.

“Does it turn you on seeing Steven’s mom naked on her knees blowing you?” she breathed huskily onto his hovering manhood.

Toms head flung back as he gasped, almost unable to handle the incredible view of my naked mom, subserviently squatting on her knees, determined to fulfill his teenage fantasy.

Wet sucking sounds joined the forest ambiance, as Mom started to give him a proper blowjob. Her head bobbed up and down steadily as she serviced her son’s best friend, occasionally withdrawing it from her mouth, to give him another dosage of slutty commentary.

“Do you want to drain your balls in my mouth Tony?” she teased hotly “That’s it Tony…. cum in Steven’s mother’s wet hole”

Mom continued to beg my best friend for his cum, sometimes even while he still had his cock jammed down her throat.

“Cu…ah..ah..um, down Steven’s Mo…uggk….ugggk..m’s throat” Mom garbled, as his little willie continued to plug her face.

“Steven’s mom!” groaned Tony, overwhelmed by the lavish treatment she was giving him. “Yes that’s it, beg for my nut like a whore, oh god! your going to make me cum soon”

I could tell Tony was close. His expression was strained, but before he could find his release, they were interrupted.

On the opposite side of the clearing from my hiding place, there was a rustling from the bushes as Ben and Carl pushed their way through the foliage.

“Well what do we have here!” Exclaimed Ben in a piping high pitched voice.

Mom whipped her head to the left, at the sound of Ben’s voice, releasing Tony’s cock from her mouth. She had a look of panic on her face, caught in the act of giving her son’s best friend a blowjob.

My anxiety spiked, I knew Tony wouldn’t have said anything to the other guys, about his little episode in the woods, but there was no way Ben and Carl were going to keep their traps shut. As soon as they got back to the larger group, they would tell everybody how the school MILF, my mother, just sucked her son’s best friend off in the forest.

My friends little bukkake sneak attack, earlier was one thing. I knew my mother was unknowing and unwilling in their shenanigans. But this was different…. this was her willing…. on her knees pleasuring her son’s best friend. Now my friend group would have all the ammunition they needed to call my mom a whore and a slut to my face.

No longer would I be able to reply “fuck off man, that my mom your talking about… you know she’s not like that” because here she was in a small clearing in the woods, caught red handed.

Ben was grinning wildly, and Carl had a look of astonishment his face, his mouth hanging open slightly, My two friends stood five feet from my mom, trading incredulous glances at each other. Still unable to believe they had stumbled across my sweet mother in her act of depravity.

“Holy shit I can’t believe it!” said Carl.

There was a large pregnant silence, after his comment. My eyes flickered back to Mom as a range of emotions flitted across her visage, Horror that my other two friends had witnessed it, dread as she considered the ramifications of her actions, and shame that she had put herself in this embarrassing position.

“Nice work Tony!” Ben congratulated him, breaching the silence.

For his part Tony had his teeth clenched in a “Yikes!” like expression.

“uhhh….” Tony said, not knowing what to say.

Mom was naked on her knees in the forest clearing with the chitter of birds filtering through the trees, Her son’s best friend stood directly in front of her, pants down, wet saliva soaked cock, hovering in front of her face. Two more of her son’s good friends staring on from five feet away.

I watched as a look of calm acceptance settled on Mom’s face, as she came to some sort of conclusion. She beckoned my two friends forward.

“Come here boys” she said with composure.

As the boys approached, she continued to direct them “Ben stand here. She pointed to Tony’s left and Carl… you come stand here. My friends followed her instructions without pause, perhaps already sensing what was about to happen.

As Carl stood on Tony’s right, I barely dared to breath. The clearing was small enough as it was, and with the boys standing side by side, Carl was now only three and a half feet from my place of concealment in the bush. I tried not to make a sound, not wanting to give away my presence.

Mom was looking up at my friends as they stood before her in semi-circle. Tony in the middle his small pecker still at attention.

“Look boys I really don’t want word of this to get around. It could damage my son’s social life with the other boys, and it would crush him if ever learned about this.” Mom said calmly. “if I include you in……. this” She couldn’t quite say it, instead softly gesturing towards Tony exposed penis.

“If I include you both, will you agree not to tell any of the other boys about this when we get back?”

Ben had a huge grin on his face as he responded “mum’s the word Sharon” in fact he was already dropping his shorts to the ground, cock dangling in front of my mom.

She gave him a hard look at his innuendo “don’ get smart with me mister! I want a sincere promise”

Ben adopted a more solemn expression. “Promise Sharon, I won’t tell the other guys”

My Mom looked to Carl, intently staring him in the eyes “Carl we haven’t always got along but I need your word, that if I do this for you….” She grimaced slightly as she paused “you will not tell a soul”

My friend’s eyes shone with glee, a big smile plastered on his face. He put his lips together and made a zipping motion across them with his fingers. “Not a soul, Sharon. I promise the other guys will never hear about this from me”

Carl followed Ben’s lead as he dropped his swim shorts down to his ankles. My mother was now surrounded by three teenage boys with their cocks out. Since Ben and Carl had just joined the party, their teen penises hung limply in front of her.

Mom gasped when she saw the size of Carl’s dick, even soft it dangled a full six inches.

“Carl… It’s so big…” Mom said, looking at him as if she as was reappraising. “I mean for your age… I just never would have thought.” His big meatstick hung flaccid in front of my mother’s face, as she watched it with a glazed look in her eyes.

“You like big cocks, Sharon?” Carl asked, smirking down at her as Mom intently studied his manly package. That snapped my mother out of her daze.

“Okay let’s get this over with” Mom said determinedly. “Remember I’m only doing this so you two will keep your mouths shut.”

“If I find out you’ve told my son, or the other boys about this…..” she trailed off as she failed to sound acceptably threating “…You….you will be in big trouble boys” she finished weakly, mesmerized by Carl member.

My mom glanced to Tony with a sympathetic look. “I know this was supposed to be your biggest fantasy Tony, but you’re going to have to share me”

With that apology, Mom dipped her head down low, to one side. Dipping under, she grabbed the tip of Carl’s hanging schlong with her pursed lips. In a slow slurping motion, Mom inch by inch, gobbled up my friend’s soft manmeat. Twisting her head upright as she inhaled my friends cock. Mom managing to fit almost five inches of his soft pipe down her gullet. She held it there, mouth stuffed, cheeks blown out, eyes wide.

I couldn’t believe this was happening. My mom didn’t even like Carl. Numerous of times around the house she had ranted at me, about how she thought he was a liar, and on occasion, had even described him as a sociopath. Yet here she was looking up at him, with his massive limp cock filling her oral cavity. Ready to go to work to drain the teenage cum from his gigantic salami. I was ashamed that my mother could behave like such a whore, offering to give BJ’s to three of her son’s friends in the woods. My reality was shattered as I watched mom choke on Carl’s flesh.

Mom shook her head lightly back and forth, trying to shove Carl’s dick deeper, softly grunting, offering him minuscule vibrations on his encroached member. occasionally trying to suck in a little more, but only succeeding in quietly gagging.

Then with a flourish, the school MILF whipped her head back, letting Carl’s thick noodle slurp out of her orifice, until she held just his head in her mouth tenderly. I watched my friend’s pale white snake stretch out to it’s limit. The whole ten-inches of soft rubbery man-meat, pulled taunt like some sort of giant earthworm.

When Mom reached the apex of her motion, she reversed direction and plunged back down gobbling his cock right back up again.

“uhh” Carl grunted, as my mom methodically worked his cock in and out of her mouth in irregular jerking movements. My friend’s schlong was starting to get hard now, swelling as Mom fought to hold his expanding firehose, in her wide-open piehole.

Bird song continued to filter through the trees, accompanied by wet gagging sounds as Mom banged her head down on my friend’s joystick. Now fully erect Mom could barely fit any of his colossal cock in her mouth. I watched Mom gag like a slut only able to deepthroat an inch past his helmut. Her eyes slightly watered as she stared up at my friend.

“Ohhh yea Sharon” Carl groaned as she worked him heartily. My mom’s saggy pears bounced lightly on her chest, as she ricocheted on his massive hammer. On her knees surrounded by three of her son’s teenage friends, an innocent beach day turned into a BJ fest in the woods.

I never could have imaged that my 45-year-old mother would perform like such a slut for my high-school friends.

Carl, perhaps thinking the same thing, looked over to Tony and Ben “I can’t believe Steven’s mom is actually sucking our dicks!” he said grinning ear to ear. Carl and Ben high fived over my mother’s head congratulating each-other on their luck.

My mom had an exasperated look on her face, at their male showboating. Finally releasing Carl’s massive member from her mouth, she frowned.

“That’s not very respectful Carl” my mother chided him. “Just because a woman offers to perform oral sex, that doesn’t mean you have permission to treat her like your conquest.” She said frankly, before turning to Tony and wrapping her lips gently around his cock.

Mom gazed at Tony with much kinder eyes than she had used on Carl. She held my best friend’s stare compassionately as she worked his tiny pecker with her kisser. She made Tony moan and groan as her wet tongue swirled around him. In glaring contrast to Carl’s jungle snake, Mom could easily fit Tony’s entire penis in her mouth.

“Keep going Sharon I’m going to cum!” Tony groaned, staring intently at Mom as she pleasured him.

He was already well worked-up from my mother’s previous attentions, so I wasn’t surprised he was already going to explode. Mom had other ideas, as she withdrew my best friend’s cock from her mouth.

“Not yet Tony” my mother said smiling gently at him. “I want to save the best for last” she said in a sultry tone, likely an attempt to reinforce his sensitive teen ego. My mom wanted him to know that she preferred his cock, over that of his two, much bigger friend’s.

“Ugg Sharon I need to cum so bad” Tony grunted, no doubt frustrated to have been brought to the edge twice now and denied.

“Trust me It will be better this way” my mom reassured him before turning to Ben’s hovering cock.

Ben was already hard from watching Mom blow his two friends. His proud pecker stood at seven inches tall. Mom ran one hand down his chiselled abbs, while she grabbed his man-meat by the shaft with the other. Feeling my muscular friend’s body, she started stroking his pipe. I could tell from the look on her face, Mom was appreciating how fit Ben was.

Ben lifted weights regularly. He had strong arms, ripped pectorals, and shredded abbs. Looking like a Greek god he never seemed to have any issues getting laid.

Mom placed his fat cockhead in her mouth, and bobbed up and down, sucking the top while jerking the shaft in rotating motions. She withdrew for a second and pursed her lips, spitting saliva on his head, then letting it drip down the shaft.

“Sharon you are such a MILF!” Ben complimented her.

Mom rolled her eyes at him, as she engulfed the top two inches, bobbing rapidly, while at the same time, placing both hands around his shaft to resume her pistoning handjob.

Mom’s jerking hand motions caused her big breasts to bounce jarringly on her chest. My mom’s saggy rack reminded me of two water-filled bags shaking, wildly sensitive to the slightest tremor. Soft Sunlight filtered through the trees, falling on her pale, areola capped cans as they danced.

She alternated between the teenage boys in front of her, teasing Tony by pulling away every time he was about to explode. Between the other two guys, Ben was the first to reach his climax.

“That’s right Sharon, take my Nut!” Shouted Ben as he erupted in her piehole. I watched my friend’s girthy member pulse steadily. Mom gazed him in the eyes, head held tilted upwards, his long pole twitching between her compressed lips. After the fourth spurt Mom had trouble keeping it all in her mouth, and Ben’s cum leaked out from between the corners of her lips.

Thinking he was done, Mom slipped his cock out of her spermy orifice, but one more splatter escaped Ben’s contracting member.

His jettison draped itself in a long semi-translucent stripe over my mom’s upper lip and nose, for the most part sticking there stubbornly, like some sort of whorish badge of honor.

“Let me see Sharon!” commanded Ben, as he shook his cock out over her face, splattering her with the last few drops of cum. My mom must have known what he wanted because with another exasperated roll of her eyes, she opened her mouth as if to say “ahh”, to show my friend his fat load swirling around in her oral cavity.

“Now swallow it like a slut, Sharon” Ben ordered demandingly. My mom just kind of snorted at this.

“Such a rude boy” she said with his cum still on her tongue “I don’t swallow young man, that is one of my boundaries” she denied him.

Ben looked a little surprised and flushed that she had taken back some control in their exchange.

“Don’t leave Ben. I need to have a word with all of you together… before we head back to the beach blanket” My mom told him, but she needn’t have worried, even though his balls were now emptied, my friend wasn’t about to miss the rest of the demonstration.

I watched my mother in disbelief, the long line of cum streaked across her face starting to drip, as she turned to take my friend Carl’s, porn-star sized penis into her sloppy mouth.

Mom was still holding the majority of Ben’s ejaculate, in her piehole as she tried to fit Carl’s massive member down her maw. My friend started thrusting his hips. I watched the remnant of Ben’s load rapidly stream out, where his cock met Mom’s lips. Carl’s cock pushed the cum out and down my mother’s chin in a small river, causing liquid splatters to fall onto her slightly jolting melons.

My mom’s tits bumped softly, timed with the thrusts of Carl’s hips as he bottomed out in her wet convulsing throat. My friend stared down at her as he pummeled away, eyes shining with delight, ephoric that he was face fucking the school MILF, his friend’s hot mom.

“Uhhh yea that’s it you fucking MILF whore” Carl grunted at her as he grabbed the back of my Mom’s head so he could repeatedly jam his pike deeper down her throat “Do you have any Idea how many times I told your son you were going to suck my fat cock” Carl taunted as he forcibly fucked my mom’s face.

Mom garbled trying to protest his rude commentary but couldn’t get out a reprimand, with my friend firmly holding the back of her head.

“Yea that’s It Sharon, keep complaining, feels good on my dick” Carl laughed like an asshole as he massaged his giant cock with her vocal chords. Mom looked irritated now as Carl abused her face, as if it were nothing but a sloppy hole, existing solely for his pleasure.

When Carl finally erupted there was no way my Mom could contain the flood that gushed from his firehose. The first gust filled her mouth completely, cheeks blown wide, look of surprise on her face as she struggled to hold it in the confines of her mouth.

The second burst was too much for Mom to handle and cum literally exploded out of her mouth splashing down in gooey streamers onto her soft pillows. Carl forcibly gripped my mom’s hair, grinning as he forced her to look at him.

He pulled his convulsing cock out of her overflowing oral cavity, to spray the last five streamers of spunk in arcing fountains onto her mature face. My friend’s cum splashed onto Mom’s skin glazing her like a donut.

Mom slightly grimaced at the sheer amount Carl was unloading on her. Her eyes were clenched tightly shut, as it dripped down from her forehead. Once she was sure, my friend was fully finished, Mom squinted one eye open. Cum was stuck in her lashes and after a moment of using her fingers to clean the corners of her eyes, Mom was able fully open them.

“My God, Carl!” exclaimed my mother “Firstly, you should never talk to a woman that way!” she said finally able to chastise him.

“Secondly that was an abnormal amount of cum, you could have at least warned me” Mom admonished, scowling up at him, as slow trailing lumps of white semen trickled down her spattered visage.

Carl just laughed. Using his finger, he wiped one last dollop of cum from the tip of his cock and leaned down to disrespectfully wipe it on my mother’s naked tit.

I was still frozen unable to move, so close that even the slightest shift would alert them. Treated to an unwanted first row seat. Forced to watch as three of my oldest friend’s despoiled my mom like a back-ally whore. Her mature face was a glazed canvas, iced with teenage frosting.

More dollops of cum dripped from her chin onto her jutting breasts leaving clear wet trails behind on Mom’s wrinkled bags as they continued to descend. She glared at Carl sullenly.

“Don’t sulk Sharon, you look so pretty, plastered in my jizz!” Carl said obscenely.

My mom turned to Tony “I’m sorry, I was saving you for last so I could take my time, but now I’m a complete mess” she sighed regretfully. I hope this doesn’t ruin your fantasy”

“Ahh no Sharon not at all…. I actually kind of like it” Tony assured her “I liked seeing them, use you and…. I need to cum so bad Sharon, please finish me off” he hurried in anticipation.

“You liked it seeing that…. did you?” A warm glimmer entered her eyes, as Mom saw her chance to still give my best friend, the blowjob of his dreams.

Tony was the boy Mom liked the best out of all my friend’s, he was the one who had been around our house the most growing up. Mom had always been impressed by his work ethic, despite his short stature he was a goal setter. She would say, “Son, you should be more like your friend Tony, if any of the guys you hang out with are going places it’s him” Always praising him for his achievements, Mom would often compare my grades against Tony’s, asking me why I couldn’t just work hard like him.

“Okay Tony it’s your turn now, are you ready? Mom breathed steamily on his small white cock. Three inches of raging boner levitated over Mother’s cum splattered face. Tony’s petite missile eagerly awaiting entry before her jizz glazed lips. As Mom tenderly wrapped his cock in a kiss, my best friend groaned noisily.

My other two friends couldn’t take their eyes off Mom. Shorts forgotten, still around their ankles. They stood to either side of Tony, their gradually deflating ponies, wilting, defeated from the draining she just gave them.

At a snail’s pace, Carl’s residual cream drops continued to track down Mom’s forehead and cheeks. Her face was filthy, as she sucked Tony’s cock. A small, but growing, cum moustache started to form on my mother’s upper lip as she drove down on him.

Tony was moaning steadily “Sharon, could you talk dirty like before” he begged between gasps.

Mom withdrew his pecker from her messy maw, glancing uncertainly between my other two friends watching on either side.

“In front of them? Tony I don’t know” Mom her eyes downcast. “Please this is my biggest fantasy, Sharon” Tony pleaded. As she peeked back up at him nervously, my best friend flashed her his puppy dog eyes.

Mom’s expression melted “of course Tony” she smiled reassuringly “I know you are a genuinely good guy, I want to make your fantasy come true” she whispered”

Ben and Carl looked on in awe, at how Tony had my mother wrapped around his finger, the school MILF willing perform for him. My mother glanced at the other boys.

“Remember not a word of this to my son” she reminded them.

Naked on her knees in a peaceful forest clearing, my previously sweet innocent mom, proceeded to dirty-talk my best friend into an orgasm.

“Did you like seeing your friends use my mouth like a whore, Tony?” Said mom wetly. “Do you want to feed Steven’s Mom your cum as well” she breathed, as she drew in closer to his cock

“Feed your friend’s mom your cum, I need It please” My ordinarily innocent mom begged like a complete trashbag.

I was ashamed to see my mother debasing herself for Tony. Forever the image of her looking up, begging my best friend for his load, would be ingrained in my memory. A frosty sperm goatee rimming Mom’s mouth as she pleaded, a single hanging filament of cum trailing down, from her chin onto her naked breasts.

Mom spat some saliva mixed with leftover cum onto his dick. Slow and sultry, she slurped it back up, her suctioning hoover pulling him in deeper. Mom’s tongue lapped the bottom my best friend’s cock in as she engulfed him, like a red carpet laid down for royalty. And Tony was loving the treatment he was getting. Groaning and squirming, I could tell my best friend was getting dangerously close to releasing.

“That right Tony! give your load to Steven’s Mother” she shouted loudly, apparently not caring about the volume. Rapidly plunging back down on his tiny pecker, Mom’s soft lubed lips, slathered him lavishly. Tony groaned in rising volume as he started to offload his cargo.

Take…….That……..Fucking………Nut …..Sharon” Tony punctuated, in perfect time with the convulsions of his little cock. His seed spilled into her hungry mouth giving my mom her third load of the day. Mom held Tony in her mouth until he stopped shuddering, then pushed deeper so her face was pressed into his pubes, holding eye contact with him until his willie grew soft.

Mom released him, then took a moment to patiently smooch, Ben’s dangling man meat. Then she pivoted to Carl for a quick slurp. Cleaning them with a final pop, Mom sucked out any last drops remaining in their wilting teenage cocks.

She looked up at all three of them solemnly, “Remember you boys can never tell anyone about this” Mom eyed each one. “Now trousers up” she instructed. My friends hastened to pullup their swim shorts in an almost comical display,

Tony tripped over himself, nearly bowling Carl over into my hiding place. Luckily, Carl caught his balance before he fell. After much grinning and elbows the boys had their shorts tied back on.

Mom looked at them “We are going to go back to the beach blanket, and pretend like nothing happened, I obviously have to go clean off first” She looked down at her cum speckled breasts as she wiped a hand across her face, wiping away the ring of cum surrounding her lips.

“I want you boys to promise that you won’t let this change your relationship with my son. I don’t want you to treat him any differently than you do now, Okay?” She entreated.

My friends agreed, and they proceeded to slowly filtered out of the clearing together. I let out a breath I hadn’t known I’d been holding in, allowing myself to relax a fraction now that they were gone. I waited there in the bushes for the next ten minutes trying to cope with what I had just witnessed. Eventually I rose, leg muscles cramping from holding myself in a crouching position for so long. I made my way back to the waterline feeling hurt.

As I stumbled back into the secluded area where our beach blanket was set up, I was in a daze, I couldn’t believe I had just witnessed my mom blow three of my teenage friends in the woods.

My only small consolation prize was she had made them swear not to treat me any differently. Maybe I could still have friends if I just pretended this never happened. I told myself.

When I got back and sat down the other guys, they saw the stunned look on my face, and took it as a sign I was perilously drunk. Ricky walked over, and grabbed my shoulder.

“Hey buddy, you’re looking a little pale, maybe you should lay down for a bit” he recommended like a concerned friend. I lay down and closed my eyes, not want to be there anymore, not being able to process what had just happened.

Visions of the scene in the woods kept flashing through my minds eye.

Mom fully nude on her knees cramming Carl’s log down her throat.

*flash*

Tony twitching in her mouth, face convulsing, as he erupted.

*flash*

My loving mother’s loving face bejeweled with pearly globs of cum.

I twitched slightly on the beach towel, recoiling internally as the mental horror show continued. Ricky reached over and shook my shoulder trying to wake me, “Hey bud, you passed out… or what?”

I kept my eyes closed and pretended be unconscious, not wanting to talk with anyone, I hoped to shield myself from the outside by willfully ignoring it.

I heard some of the guys announce they were walking to the liquor store, more than an hour away for a second beer run. As my other friends departed, Ricky and myself were left, absorbing the rays on the blanket.

The cool ocean breeze swept across my body, helping me relax. The peaceful sound of crashing waves and seagulls cawing

That’s when my two lucky friends, followed after a short interval by Mom and Tony, arrived back at the blanket, undoubtedly timed to seem inconspicuous.

She must have cleaned up because Ricky didn’t gasp in shock, when he saw her.

“Hey Sharon” Ricky greeted her “where did you go, that was a long time?”

I squinted through my lashes to see mom trounce up, boobs gently swaying with each step. but quickly shut my blinkers as Tony took a seat across from me, looking towards my face.

“Well….I saw Tony up by the washrooms and we decided to go for a nice walk, along the shoreline” Mom lied. “This really is my favorite beach around here, the views are just so stunning”

“Agreed, fantastic views” Carl said sarcastically as he side-glance at Mom’s naked breasts.

Mom shot him a reprimanding glance, his double meaning not escaping her this time.

As Tony took plopped down on the beach blanket directly across from me, he looked over.

“Hey buddy, how’s it going…. enjoying the rays” he said to me cheerily, as if he hadn’t just betrayed me by ejaculating in my mother’s mouth.

I ignored him feigning, my usuall, over-drunkness. The thing about me is, when I drink too much I will pass right out. I cannot be woken for the life of me, or for at least a couple hours, as some of the alcohol wears off. Just last week Tony and Ricky and carried me out of a high-school house party where I had gotten too smashed, I didn’t remember a thing just waking up in my own bed the next morning.

All my friends knew my tendency to drink too much, and as a result, I become unawake-able. Since we often drank at our house under the supervision of the “cool mom” my mother had seen this happen more than a few times as well.

“Steven drank too much again” Ricky informed Tony and my mom. “He’s out like a light”

“He didn’t drink that much, did He?” Tony inquired frowning.

“I guess so” answered Ricky “Steven was looking awfully pale, “before he passed out”

My mom gave a little gasp of worry and leaned over to touch my forehead. I lay on my back with my face spilled to one side as I tried to imitate drunk deadweight, my mother cooing over me and gently stroking my head.

“Awe my little baby drank too much” she fussed maternally. “We’ll let him sleep it off” Mom said glancing up at my friends. With that confirmation, the group settled in to enjoy the day.

My best friend Tony lay back, hands laced behind his head as he looked up at the blue cloud specked sky. Mom sat next to him, and after a short while, she also lay down to enjoy the peace. Mom kept shifting uncomfortably, trying to rest her head on her bony arm as she lay flat on her stomach.

Finally giving a sigh of frustration, my mom eyed Tony, as he lay comfortably on his back. Tony do you mind if I rest my head on your stomach I just can’t seem to get comfortable? My mom asked.

Tony lifted his head to glance over “Sure Sharon no problem” said my best friend patting his teenage abs in invitation.

With that Mom reclined resting her head on my friend’s midsection, both of them facing up towards the sky eyes closed. They were across from me, in my direct line of sight, that is, if I had bothered to crack my eyes open.

The bottom’s of Toms feet were facing me about 5 feet away, toes pointing upward as he lay on his back. My mom eventually shifted, rolling over, so she was lying face down, head still resting on Tony’s abdomen, serene expression angled in my direction.

She had a peaceful look as she rested there, dozing off, no doubt tired from her exertions in the woods. Mom started snoring gently.

“Hey any of you guys want to take a walk down to the other end of the beach” Ricky invited as he stood. Carl and Ben glanced at each other and shrugged. Now that they had explored my Mom, they likely wanted to see some of the other naked women, here at the beach.

“I could stretch my legs” replied Ben, rising. Mom was gently snoring with her head resting on my best friend’s stomach. Tony waived them away with a raised hand.

“Nah, I’m good” he answered lazily, dropping his hand back down.

Ricky came over and tried to shake me awake again “Hey Steven you want to come for a walk bro” he tried to rouse me, but I continued to be unresponsive, just wanting to be left alone.

“Man he really overdid it this time!” Ricky exclaimed “I hope we won’t have to carry him out of here…. it’s a long way back to the parking lot.”

Carl and Ben grunted in agreement. I listened to their voices fade away as they left.

Now It was just the three of us. Mom was resting her face on my best friend’s abs, mouth parted, in a light snore. Tony was cushioning his head with his laced hands, contemplating at the sky.

I peaked through my lashes, watching my mom’s face still unable to believe what I had witnessed. Tony lifted his head marginally down looking at me, while I was pretending to sleep.

After frowning for moment, my best friend looked to his left. He reached over grabbing a water bottle, then hucked it at me, the plastic bottle thumping off of my back with a whump. “Pssst Steven” he whispered, trying not to wake my mom.

I continued to ignore him, He obviously couldn’t tell, my eyes were open just a peak. I watched accusingly through my shuttered lashes, as he tried to gain my attention.

My best friend nodded to himself as if confirming something, before glancing down at the back of Moms head in his lap. I watched a slow mischievous smile spread. Tony reached down with his left hand, to slowly shift the waste-band of his trousers down, exposing his soft two-inch penis to the afternoon sunlight.

Tony glanced back at me, his manhood resting limply on his blonde pubes in front of Mom’s sleeping face. Her mouth parted in a small O, as she snored gently. I watched through squinted eyes in disbelief as he imperceptibly shifted, positioning his teenage shrimp before her opening.

Since Mom was facing me and Tony couldn’t see exactly where he was aiming, he fumbled a bit firstly gently rubbing his flaccid penis, on her cheek before managing to pilot his dongle to her unsuspecting lips.

As my best friend’s cockhead hovered in front of Mom’s gently snoring mouth, he gave me one last glance. with a faint smirk that quirked only one corner of his mouth up, He raised his hips ever so gently and penetrated my mom’s wet orifice. His teenage cock stealthily plugging her open mouth in barely perceptible rocking motions.

I couldn’t believe Tony was face-fucking my sleeping mother right in front of me. What a perv I thought to my-self. I knew when she woke up, she was going to be incensed at how he had taken advantage of her. Especially doing it right in front of me? What an asshole move!

Through my heavily batted lashes I watched an expression of confusion flicker across Mom’s face as she started to wake. Unable to stay asleep while my friend badgered her she slowly came too, eyes flickering open in a daze.

Mom’s brow furrowed as she realized there was a cock in her mouth, as she tried to jerk back, my best friend Tony grabbed the back of her head, holding it there. The school MILF’s eyes widened in surprise as, Tony began to plug her mouth more forcefully with his boner.

“ah…ughh… Tony!” My mom protested from around his cock, now gazing towards me with an appearance of panic on her face. She had just realized, Tony was face-fucking her directly in front her son.

After a moment of watching me and seeing that I was unresponsive, my mom relaxed a fraction, remembering I had passed out from drink earlier, and was sleeping it off. Realizing that all the other boys were gone as well, Mom relaxed a little further.

Through squinted eyes, I watched Mom’s expression transform from initially irritated to patiently exasperated. I guess she decided to comply, because she quit trying to pull away, and let my best friend continue his violation. Tony’s three inch, now hard pecker prodded in and out of my mother’s wet mouth.

Thrusting methodically Tony had the biggest smirk on his face as he banged Mom’s mouth in front of me. Occasionally his self-satisfied expression would turn towards my sleeping form, as If to say “Ha ha, Now your mother is my slut!”

I couldn’t believe my Mom was letting Tony do this to her, right in front of me. Never mind that I was supposed to be passed out. Tony reached over with his left hand to caress my mother’s naked ass, leaning over slightly for better access, I watched him slip his hand, between her legs forcing them open slightly so he could rub her sex.

Mom moaned on his dick, my best friend running his fingers up and down her mossy cleft. She arced her back slightly, lifting her butt to give Tony’s probing fingers a better approach. Mom was now making soft submissive whining noises, as his manhood jerked in and out of her mouth.

She finally succeeded in pulling her head back enough to let his prawn fall out of her whimpering cove.

“No Tony, we shouldn’t……my son is right there” My Mom said cautiously whispering.

“Don’t worry Sharon…. you know how Steven gets when he drinks, nothing can wake him. We’ll be fine.” My best friend assured her, still rubbing her pussy, with his hand reaching over her lifted butt.

“I want to have sex with you so bad Sharon” begged Tony, “this is our chance, the other guys won’t be back for over an hour.”

My mom watched me closely, as I clenched my eyes shut, wishing I was anywhere but here.

My act of being blacked out, must have been convincing, because Mom didn’t stop Tony’s hand from massaging her. Instead she arced her back more, rotating against his fingers, gasping as he slid his index digit, into her wet box.

“I just don’t want my Son to wake up and see us” My mom protested, as my best friend fingered her.

“Hold on I have a blanket, we can get underneath” said Tony reached over to his right and grabbed a folded beach blanket that had been lying next to him, with a flourish he flung out the thin sheet, the silk light material catching and billowing as it caught in the wind.

Mom pushed herself upright leaning over my friend’s stomach. She reached out and helped Tony grab the billowing blanket. It settled over them, in a flapping wave.

I watched appalled, as my mom’s silhouetted form, pivoted up to straddle my teenage friend. She was facing him as he lay on his back, thin blanket over her shoulders. Mom had her back to me and my best friend’s small feet, poked out from the bottom of the linen.

Mom lifted her left leg a bit getting into position to accept his pecker into her hairy love tunnel. With one last testing glance over her shoulder at me, My mother slowly descended, sliding my best friend’s teenage cock into her hungry snatch.

“Sharon, you feel amazing!” Tony gasped. My mom emitted a throaty husk, as she fully sank onto her son’s friend. Settling there just savoring the taboo feeling of having this teenage boy’s three-inch pecker wedged up her mature beaver.

Mom started working her hips in a rotating motion, milking him with subtle shifting, as she kept him fully inside of her. My best friend breathed heavily, relishing the slick hold of her mature kitty clamped around his willie.

“Fuck Sharon your pussy feels so good!” Tony moaned loudly. “I’ve always wanted to fuck you”

“Shhh Tony!” my mom hushed him “You might wake up my son”

Through my barely cracked right eye, I watched my mom look over her shoulder at me lying there pretending to sleep. Mom had an anxious yet fevered look in her eyes as she briefly paused riding my friend, to monitor my condition.

Seeing that I still hadn’t moved, my mom relaxed and started grinding her hips against Tony intensly. Resting assured, I was still out cold they began to increase their pace. Loud.. skin on skin slapping sounds, filled our little beach alcove. Mom steadily accelerated, bouncing wildly on my best friend’s cock.

A gust of wind came and caught the thin blanket they were using for cover. It slipped down past my mom’s shoulders and briefly caught on her rapidly bounding ass. She came down hard on Tony’s cock causing the last scrap of blanket to become dislodged fully exposing the sight of my best friend’s cock going into my mother’s pussy.

Her hairy nether regions welcomed his small white flagpole. He slid into her experienced snatch with ease and her mature lips hugged his pecker every time it tried to escape. Mom rode Tony cowgirl as I lay directly behind them, pretending to sleep. Unfortunately, my face was hanging to the side that presented an unremitting view of my mom as naked ass, twerking on my best friend’s cock.

I could see Tony’s elbows crooked to the sides, as his hands fondled my mother’s pear-shaped hangers. His arms came together in a clapping motion, cuffing her natural rack together, as he gripped her tits tightly, like a squishy boob sandwich between his hands.

“Ohh fuck I love your breasts, Sharon, they are so dam soft and big!” He said sounding mesmerized.

“That’s it… you can be rough!” My normally sweet mom hissed at him. “manhandle them Tony”

My best friend shook Mom’s aged tits tightly in his grip, grunting, as she galloped her booty up and down on his pecker. Lost in the throes of passion, Mom only just realized the blanket had come loose.