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It was only May but it was hot as if it were summer. Our house was two stories with a basement. It was cool in the basement. So that was where I was this Saturday afternoon. I am seventeen and trying to save a few dollars for my first car. Old Mr. Wallace down the street has a nice car that he wants to sell. There is still two months of school and I sure would like to earn enough money to buy that car by July. So here I sitting in the only cool spot in the house twisting small wires for a guy that installs fire alarms. The small wire adapters, if made up ahead of time saves him money on the job. I make money, he saves money and everyone wins.

Mom is also working this afternoon down at her office. She wants to make a few extra dollars so she can go on vacation this year. Mom has a girl friend she went to school with that she wants to visit in August. I can not go so I will stay with the lady that works for Mom. This lady, Grace is her name is over fifty and a widow like Mom. I like her and was happy to agree to stay with her during Mom’s absence.

Red wire, green wire and a blue then twist. Red, green and a blue and twist. This has to be the most boring job but I agreed to do it and I am getting paid so twist it is. All the material was on a card table and I was getting sleepy by the minute. I laid down on the fold out sofa down here and was asleep in seconds. I don’t know what woke me. But I saw it was getting dark already. I looked at my watch, “Shit” I missed going to the movies with my friends. I was supposed to meet Tony an hour ago. Oh, well if he called I would never hear it down here any way. I may as well go up stair and see what Mom is doing. Besides she thinks I am at the movies. So I better let her know I am home.

Have you ever noticed how sometimes you feel something rather than see or hear it right off. That was how I felt as I came up the cellar stairs. I don’t know why I was so cautious. I eased the door open and listened. I heard sounds more than voices. They were coming from the den. I was very quiet as I made my way to the hall were I could see into the Den.

The drapes were drawn. Something we almost never do. But then I saw why. Mom was naked, something I had never seen before. I jerked my head back and damn near let out a scream. Seeing mother naked was one thing. Seeing her straddling a mans lap was altogether some thing else. She had her head pointing down, her long dark hair was falling down over her shoulders. I could see her heavy pointed breasts bouncing and swinging from side to side.

The nipples were dark pink and they were wet as if the man may have been sucking them. I know how that is, because I love to suck my girl girlfriend Helen’s tits when ever I am getting ready to fuck her. The thought of my Mom fucking some guy or some guy fucking her just never entered my mind. I mean I know my Mom is a fine looking lady. Tall, slim, large breasts and an ass that protrudes to fill out a pair of jeans just right. I had noticed it and I know other men have noticed it. But I just never though of her fucking. I guess Mom’s are always so good, they just don’t do such a thing. I watched shamelessly. I did not know the man. He looked tall and heavy. He looked older from what I could see. Mom is only thirty-eight and this guy looked maybe fifty. Why would she be fucking such an old guy I wondered. He was saying. “ Go, Sherry, Go Baby, ride my fucking cock. Cum for Daddy, give it to me baby.” All of a sudden Mom, jerked her head up and moaned loudly. “Oh, God, I am cumming, Walter, Oh, God Walter I am cumming.” Mom, was jerking back and forth, and now she was bouncing up and down, Helen likes to do that too. It makes my cock go up in her deeper. Gee, my Mom was fucking this guy the same way Helen fucks me. I watched as he reached down between them and took a grip on his cock. Mom lifted her ass up and off his cock completely.

Holly shit, this guy had a cock a foot long and as big around as a base ball bat. I was dumbfounded as I watched Mom, move back and drop her mouth down over the head of this monster of a cock. The guy jerked and arched his back lifting his ass off the floor. Mom took almost half of that fucking cock in her mouth. The guy was moaning, “ suck, it Sherry suck it all, here it cums you fucking cock sucker. Your getting my cum and you got my contract too. Suck it.”

So that was it, Mom was doing this for some crazy business venture. The guy jerked a few more times and seem to faint. No his eyes were opened and he was looking at Mom as she milked his long cock and licked away every drop of his cum. Wow, now that had to be the sexiest thing I had ever seen. Let alone it was my Mom that was looking so fucking sexy. Mom sat up and smiled down at the guy.

She said, “Paul it is a real pleasure doing business with you. Then she laughed and said, “You have got some kind of cock I can only stand taking it once a year.” Then they both laughed. I made my way back to the cellar and out the cellar door into the back yard. I walked down the alley in darkness. My mind was racing and visions of what I had seen were feeding a voyeur side that I never knew I had before. I had really liked watching, I got so hot my cock as still hard. Without knowing it I had gripped my cock all during this wild and crazy session.

I had damn near cum when Mom did and then to watch her suck this guys cock as he cum drove me wild. God all fucking mighty my Mom was one hell of a cocksucker. I had only ever had a couple of blow jobs and Helen had given me both. It was her first cock sucking also so neither of us knew what she was supposed to do, but I had cum in her mouth but she spit it out. Checking my watch I saw it was about time for the movie to let out. So I walked around there and saw Tom coming out. I told him I was sorry I missed it, but if my Mom ever ask I was with him the whole time. He only smiled and agreed to my request.

I was coming in the front door some twenty minutes later. Mom was all alone in the living room. “ Hi, Ted, did you and Tony go the movie?” she ask. “ Hi Mom, Yes it just let out. What did you do tonight?” “ Oh, I was having a business meeting, It was very nice. But I am tired so I think I will go to bed early. Did you eat Ted?” “Yes, I am fine. You go up I’ll watch a little TV and see you in the morning.” I said,

She was wearing an old thin dressing gown, It was thin and the material kind of clung to her figure. Up till this very moment I had never looked at my mom with lust and desire in my eyes. My cock was getting hard, I felt sure if Mom turned around she would see it. But she did not, but I sure as hell watched her slowly walk up stairs. The outline of her fine plump ass, was arousing me. The bulge of her tits made my cock jump with each step she took her tits swayed and bounced, I think the nipples were still hard from the fucking she had done. I was going nuts over what I had seen. Damn I wish Helen had not gone out of town this weekend. Helen was in for some serious fucking as soon as she got back. That night I had dreams of my Mother, sucking guys off. None that I knew just men of all sized and ages.

Then I saw her in my room standing naked next to my bed. I was surprised yet I did not let it take my mind off the fact that she was naked. I pulled back the covers and let her see I had a hard on. She was smiling as she bent down over me and sucked my cock into her mouth and I felt the head go into her throat. Deep throat I had only read about it. God it was so exciting I started to cum. Cumming all over myself woke me up but not before I cried out. “ God, Mom, suck it I am cumming, Suck my cock Mom.” I could hear my words reverberating around the room. I lay unmoving believing my Mom was asleep and did not hear my crazy ranting. Over the next couple of weeks I had some more crazy dreams but by July when I bought my first old car I was no longer dreaming.

Mom, was ready to go on vacation and I had packed a bag to take to Mrs. Ringers. Mom dropped me off and kissed me good by. I held her a bit too long and kissed her a little harder on the mouth than I should have. She gave me a strange look smiled and drove off.

Grace, put around my shoulders and said, “ come on in and we’ll get you set up in my extra bedroom. It was on the second floor and across the hall from Grace’s master bedroom. Grace was short, buxom and a little broad in the hips, but she had a pretty smile and was easy to talk to. She had been married but never had kids. She said, ‘ Mom, had told her that during the summer I did pretty much as I wanted to. But I was still supposed to report in and let Grace know where I was when I was not there with her.


My girl friend had again gone off with her parents for three weeks so I really did not have much to do. So I spend a lot of time there with Grace. We got to be good friends and I was soon helping around the house. I cleaned out her garage. I took her for a drive in the country on Sunday. Later we sat side by side eating popcorn while we watched a video we got from the store. Monday was a holiday so Grace did not have to open the office. During the movie we sat close and she acted scared just joking I thought. It was one of the movies I had picked out and it was of course a thriller. I laughed as Grace closed her eyes every time something happened. We were joking around and I knew a scary part was coming up so I put my arm around her shoulders and hugged her to me. She buried her face into my chest. After the scary part was over she did not move out of my arms. So I held her close. She started to feel me popcorn since my arm was now holding her. I bit her finger tips and licked the salt off of them. She lifted her head and I let my mouth cover hers.

We were not kissing just our mouths were together. After what seemed like a long time I did kiss her and I let my tongue glide along her lips. She opened her mouth and our tongues started playing tag. First my tongue would dart into her mouth and then her tongue would come looking for mine. I took her chin in my hand holding her mouth tight to mine. My other hand came up and caressed one of her generous tits. I felt the nipple stiffen under my grasp. I was not surprised when she moved a hand into my lap and found I was fully erect and hard as a rock.. I said, “ Grace, I think you are one hell of a sexy lady and if you don’t mind I would love to take you to bed.” Her grasp on my cock tightened around my hard on. She slowly jerked it up and down and seemed to be pleased with what I had to offer. “Oh, Ted, you are such a bad boy getting an old lady all up set.” This was said, with a little smile on her lips. I kissed her again. I started to stand with the idea that we would go to her bed hand in hand.

But Grace let me know she was not ready to do that yet. She was still sitting and I was now standing. Grace pulled me so I was standing in front of her. She reached up and caressed my balls through my underwear. I closed my eyes and visions of my Mom sucking that large cock came into my mind. Grace pulled down my shots and I was naked form the waist down. My cock was standing out like a flag pole with one of those large knobs on top. “Ted have you ever had your cock sucked?” Grace ask. “ A couple of times.”

I told her. “Good, that’s good I guess you have a girl friend, was it Helen, did you tell me.” I did not answer. I could not talk with her mouth slipping around the head of my cock. Grace was as good as my Mom seem to be at sucking cock. I remembered how Mom reacted to the guy calling her a “Cocksucker” so I told Grace she was a fucking good cocksucker. I was surprised at her reaction. Grace moaned and took all my cock down to the hair above it. Grace had my whole cock in her mouth and the head I thought was actually in her throat.

I went on, “Grace I want to cum in your fucking mouth, can I cum in your mouth?” Grace moved her mouth faster on my cock , I did not last very long, I shot hot cum down her throat, I filled her mouth and some ran down her chin. “ Suck it Grace, suck my fucking cock.” I grabbed her head and forced my cock back into her throat and cum some more. Grace fell back across the sofa. My legs were about to give out so I sat down. Grace’s legs were parted and I could see she had been fingering her cunt as she sucked my cock. Her pussy was small with just a slim pink pair of outer lips. The hair was thick above it but not around the opening of her pussy. I just leaned my face forward and pushed her legs wider apart. The tiny thin lips parted and I could see the wet inner part. I pulled it wide open with my finger and pushed my tongue as far in to her cunt as it would go. I was going to give as good as I got. I was going to lick Grace’s cunt and try my damnedest to give her a climax.

Besides I wanted to taste her pussy juice. She seem to quiver at the first touch of my tongue. I lifted her ass up and licked from way down near her rose bud ass hole to the top of her cunt and over the soft mound that was her clitoris. Her hands were in my hair. She did not pull me closer at first, just a touch to let me know she was liking what I was doing. I pressed my mouth tight to her cunt and ran my tongue into it as fast as I could. I was literally fucking her with my tongue. A finger tip found her ass as I lifted her cunt up to my mouth. I twisted my hand so I could get my finger deeper into her ass. She let out a moan and I knew that was all right with her too. I licked and sucked her clitoris and pushed a finger up her ass.

She went kind of crazy. She pulled my hair and rammed her cunt tight to my mouth. She said, “ Oh, God Ted, make me cum, lick my cunt baby, Make me cum, Oh, My Oh, god, Oh, shit,,,,. I am cumming I felt a sweet flow of cream fill my mouth, it was so sweet I had never tasted any thing like it before. I drank and licked and darted my tongue as deep as I could. This was great Grace had the best pussy I had ever had. But on the other hand I had only had three in my life.

I rested my head on her thigh while Grace fell silent and seem to be very relaxed. We somehow made it up to our respective rooms. I showered and fell asleep on my bed. I did not know anything till Grace woke me the next morning. Sometimes things look different by the light of day. However, I looked up at Grace and she looked even more appealing to me. I reached up and pulled her down to my side. I kissed her and she kissed me back. I caressed a tit and she bit my lip playfully. I said, “ That was some kind of great fucking blow job.”

She smiled and said, “ well that was some kind of great fucking cunt licking.” We laughed and hugged. We made it down to breakfast with out any more sex. After eating we moved out on to the back screen porch. Coffee in hand we sat next to each other on the swing. I said, “Grace, when I licked your cunt last night, I had a finger in you ass and I got the feeling you liked that. If I am right I was thinking how exciting it would be to fuck you in the ass. Would you like that?” Grace looked at me and said, "Ted, you like to talk dirty don’t you?” “Yes I guess I do like to talk SEXY, not dirty.”

I had a lot to think about, my Mom and how sexy she was. What more I wanted to share with Grace. Then I thought about telling Grace about Mom and her guy. I was really enjoying Grace but I had an idea I would like my Mom even better. Or maybe both, yes both would be great a threesome. I wonder if Mom and Grace would like to play together. I am sure if I think about it long enough I will come up with something. But I’ll save that for next time.
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