Watching Mom Fuck My Friends Ch. 02

I had to stop dead in my tracks...

Mrs. Nelson, my best friend's mom had woken up from her drunken state, and was standing near the door to the master bedroom.

She had a look of complete shock on her face.

I don't know how long she had been standing there (or what all she saw) but at this very moment she saw me, her son's best friend, standing in her family room completely naked.

Just feet away from my own MILF mom, who was completely naked except black stockings and red high heels, covered in cum, and laying back spread eagle on the couch.

Her husband John was completely naked on his knees just below us, with a look of sheer panic on his face.

She began to walk forward, wobbling slightly as she was still drunk and foggy from being drunk and passed out for the last hour.

"This has to be the most disgusting, repulsive, disrespectful thing I have every seen in my life" she said slurring a few of her words. She had a very serious look in her eyes.

Mrs. Nelson kept walking until she was about 3 feet away from me, and just stared down at my mom, who had now sat up on the couch and closed her legs.

I wasn't sure if she was going to start screaming, or what she was going to do.

"Jen, you fucking slut. What the hell has gotten in to you?! You fucked my husband, in my own house, at my fucking Christmas party?!" She stared blankly at my mom.

"Even worse, you fucked your own god-damn son!! What the fuck is the matter with you!?" She continued.

She then turned to Mr. Nelson.

"And you! You dirty bastard! How dare you go behind my back and do this to me."

"WITH MY BEST FRIEND." She emphasized.

"You end up fucking my friend at a party, with a kid half your age and you don't even fuck me, your own wife."

"Looks like you finally got what you wanted, John. You got to fuck your best friends slutty wife." She said this and looked at my mom.

"Hey!" my mom yelled back angry at her friend.

Things were really starting to get interesting. Mrs. Nelson is usually a very prim and proper woman and I could clearly tell she was saying some of these things only because of the alcohol.

I didn't move an inch. Nervous as heck, but also getting slightly turned on hearing Mrs. Nelson talk that way for the first time.

Mrs. Nelson looked at my mom with a teasing grin.

"Did he fuck you good Jen? You know, you are a big part of his sexual fantasies. Ever since Hank told him about the way you suck on a dildo while he fucks you and pretend it is another guy, he has been asking me if I would ever have a threesome with another guy." She was purposely trying to embarrass Mr. Nelson.

"He's always wanted to, in his words, fuck those big tits of yours, or cum all over your pretty face. That might be the reason he has only been able to fuck me for 2-3 minutes before cumming these past few months." She glared in the direction of her husband.

"I would never even be able to cum if it wasn't for my vibrator..." She continued her comments as she looked blankly at Mr. Nelson.

I was staring intently at Mrs. Nelson. My cock tingling below hearing her talk about getting fucked or using her vibrator.

Mrs. Nelson continued.

"I have tried to spice things up in the bedroom, buying sexy thongs and sending you naughty text messages. But all you do is work, work, work. You barely look at me anymore." She said.

She closed her eyes with a strong look of disappointment.

I was standing only a few feet away, and stared blankly at Mrs. Nelson. I was trying my best to avoid getting a boner, but being very tipsy myself, and so turned on from the events of the night, I could not avoid it, as I suddenly got over the shock of getting caught and realized how sexy Mrs. Nelson looked.

Ever since I can remember, Mrs. Nelson has been a part of my jerk off fantasies. She is an absolute MILF. Unlike my Mom, she is a brunette, but stands about just as tall, and has a similar body, just a bit more accentuated. She is thicker than my mom, with 34DD tits, long sexy legs and a plump round ass that can barely be kept in a dress.

Tonight she was wearing a tight red skirt with a silk leopard top that stopped well below her shoulders (she had on a jacket earlier that made it more modest). She paired that with black stockings, and a pair of red high heels that which were taken off when she passed out in the bedroom earlier.

She was an absolute smoke show, and I could not help but stare at the cleavage showing above her leopard top, or how sexy her long legs looked in the stockings.

Mrs. Nelson was so focused on berating her husband and my mom, I think she forgot I was standing right next to her.

She turned her body to face me, but instead of maintaining eye contact and beginning to yell as I thought, she stayed quiet, as her eyes traced down my body.

"Rob! What are you doing!?" Mrs Nelson asked.

She was staring at the huge hard on between my legs.

She locked her eyes on my cock, staring in amazement, as if it were the first one she had seen.

"Your cock is fucking huge!" She exclaimed.

She looked back up into my eyes, then down back on my cock.

"Did you really fuck your own mom with that thing tonight?!" She swayed back and forth with an eager look on her face.

My cock twitched as soon as she finished her sentenced.

"Well...ahh...it sort of was a mistake" I said.

"What do you mean?" she asked quickly.

"Well I had passed out on the couch myself, and woke up to mom getting fucked. I was so shocked, I didn't want to move, so I just sat there and watched." I explained to her.

She continued staring, "AND?"

"And I was getting turned on, which led to my dick getting out of my pants, and then Mr. Nelson just dropped her into my lap, and she started riding up and down making my dick feel really good." I said.

"I thought I was fucking John!!" mom shouted.

I saw her eyes move down between my legs before quickly looking back up at us.

One thing I was more than blessed with was a huge penis. I was about 9 inches long, with a decent amount of girth, and always got the same reaction when a girl saw it for the first time. Not that I had been with that many girls.

All of a sudden, Mrs. Nelson got an angry look in her eyes.

"JOHN...is this true?! Did you carry Jen over to Rob's lap while they were both naked?" Mrs Nelson said sternly.

John didn't move or say a word. He just sat on his knees looking directly at the floor in front of him.

"You sick fuck! What are you some sort of pervert?!" Mrs. Nelson said, she clearly look flustered.

She began talking out loud to herself.

"Jesus Deb. What in the hell happened tonight. First I get so drunk that I pass out before the Christmas Party is even over. Then I wake up to an orgy between my husband, best friend, and her son?!"

She then looked at mom.

"Look at all of the cum on you."

My mom looked like a pornstar at the end of a gangbang shoot.

She was sweaty, her perfect blonde hair disheveled with random drops of cum. You could see globs of cum on her tits, around her pussy, and on face still.

Mrs. Nelson continued to stare, and then she started to look inquisitively, running her hand up behind her hair, up and down her neck.

She looked down at her husband, then me, then looked up at my mom with a mischievous grin.

"You know Jen, I don't think Hank would be very happy with your actions this evening."

Her tone had totally changed.

She stepped forward confidently, grabbing my cock in her left hand.

She started slowly stroking down the length of my cock, all the way to my balls, as she continued talking to my mother.

"Do you think he would like to know what his wife has been up to? That his wife is sitting on the couch, covered in cum, freshly fucked by her own son and husbands best friend?"

She emphasized the word FUCKED, and she was now talking in a sexy voice teasing my mom as she began twisting her hand up and down my cock.

I watched as her small hand with freshly manicured red/green nails, was moving up and down, her wedding ring shining up at me.

It felt amazing.

Mrs Nelson looked hard at my cock and then up at me.

"You probably are really enjoying this aren't you? Watching your own mom get fucked in front of you, then "accidentally" fucking her?"

She began to stroke me faster.

"Did you ever think about stopping when she first sat down on your lap, Rob?"

She moved her head closer to mine until she was about a half an inch from my face.

"Or was the feeling of mommy's pussy wrapped around your big cock just too much for her little boy to handle?"

She stroked faster and began to teasingly lick my lips.

Mom stared over at me with a shocked look on her face.

Mrs. Nelson, my ultimate fantasy milf was giving me a hand job, in front of my mom, and her husband, and I was enjoying every second of it.

Mrs Nelson began to kiss me deeply, our tongues swirling together rapidly.

She then quickly dropped to her knees in front of me, and took a good 6 inches of my cock into her mouth.

She continued sucking my 9 inch dick, and looked over at my mom. "I'm going to fuck your son" she laughed.

She lunged forward taking the head of my cock in her mouth quickly before popping her lips off of it.

She turned her head at mom. "And your going to sit there and watch."

Mrs. Nelson lunged back down on my cock one more time, then turned towards Mr. Nelson.

"And you, my dear husband, you are going to watch too. You are going to watch this hot young stud fuck me with this huge cock," she said as she started stroking my dick rapidly with both hands.

"This is payback for the fucking you already did tonight." She continued.

She then pushed my cock up towards my stomach, and like a slut in heat, started licking my balls and sucking my balls into her mouth.

"Holy fuck!" I moaned.

I reached down with my right hand and began groping her tits through her top. She took that as a sign and began to open her blouse, pushing it down so her tits were now fully exposed, hanging over her shirt. They looked even better than I imagined. I pinched one of her nipples, and she let out a loud moan. Then I stood back up as she continued with her amazing dick sucking skills.

I looked over at Mom who was staring at the scene in front of her. Then I saw Mr. Nelson, who was staring as well, trying to hide an obvious hard on in his pants. He was turned on watching his wife pleasure the Dick of his son's friend.

I couldn't believe how good she was sucking my cock. She continued bobbing her head up and down smacking her lips as she got to the tip, and making moaning sounds as she continued sucking my dick. Her gorgeous brown eyes staring up at me.

She kept talking dirty to me, trying to make me squirm above her.

"You have such a nice hard cock. This has to be one of the biggest cocks I have ever had in my mouth. I bet your mommy was happy to see how big her boy has grown."

She continued bobbing her head up and down. I could tell she must have been soaking wet in her panties. I kept reaching down from time to time feeling her boobs.

"I bet you are the biggest dick that has fucked your moms pussy. She will probably never feel that full again, and I bet she thinks of your Dick the next time your dad fucks her with his 6 inch cock"

I was getting horny as hell. I could see Mom beginning to move restlessly on the couch in front of us

Mrs. Nelson continued sucking my dick for a minute or two longer, before she jumped up to her feet and we began making out aggressively. Our tongues twirled around each others as she held my face closely to hers, and I began to continue exploring her body with both of my hands.

I felt her naked tits, and put my hand under her skirt grabbing her ass.

Then, I lifted her red skirt up to her waist so it was out of the way, and began squeezing her ass cheeks, letting my fingers play with her holes. I quickly realied she was wearing no underwear with her stockings.

We kept kissing and exploring our bodies before Mrs. Nelson couldn't wait any longer.

She clearly wanted to get fucked, and she moved quickly over to the couch next to my mom, and laid back spreading her legs.

My mom quickly crossed her legs, trying to be modest on the couch next to her.

There she was.

My best friends Hot Mom, laying on the couch spread eagle, 100% naked besides the red skirt around her waist and black stockings.

Mrs. Nelson moved her hand between her legs, and spread her pussy lips to tease me.

I could see the pink of her pussy gleaming at me while she opened her slit.

It looked better than my wildest fantasy.

She then looked at me and commanded: "Get over here and eat my pussy"

My mom was staring at me with a look of shock on her face like, "are you really going to do this?"

I smiled, then moved down quickly between Mrs. Nelsons legs.

I launched my face forward and start eating her pussy like crazy. Licking up and down and sucking on her clit, savoring the taste. I began fucking her pussy with my tongue.

"Oh FUCK, ROB!" she blurts out.

She moaned lightly as I continued licking her clit.

"You really know how to eat pussy. Oh yes baby!" She continued lightly moaning with every lick.

"John, you better be watching this so you can learn a thing or two." She was taunting her husband.

Mrs. Nelson then reaches out and starts feeling moms breasts. She was pinching moms nipple with her fingers as Mom watched reluctantly.

"Your son really knows how to please a woman with his tongue."

I ate her pussy for a while longer, until she had a mini orgasm, grabbing my moms other tit with one hand, and my head with the other.

She then gasped out, "I need to be fucked!"

She was looking up at me in complete lust.

I didn't have to be told twice.

I stood up and positioned my hips in front of hers.

I start rubbing my cock head around her lips, teasing her clit.

She whimpered.

Then I lined the head up against her opening, and thrust forward until I was balls deep in her tight and warm pussy.

"OH FUCK YES!" she moaned loudly.

It was absolute ecstasy. I looked down and watched my cock moving in and of her tight pussy.

I grabbed her huge tits that were bouncing up and down as I fucked her, and I just kept pumping and pumping my dick in and out.

She let out a few high pitched moans every time I bottomed out, and was really getting into it.

I turned my head to the right and noticed my mom was now laying back lower on the couch. Her eyes staring intently at the fucking happening right beside her.

Her legs were no longer crossed, and she was pinching her nipple discretely with her left hand, and gritting her teeth, not noticing I was looking at her.

I turned my head slighly further away from the couch to see Mr. Nelson sitting back against the wall, slowly stroking his cock in his hand. He looked like he was enjoying this.

Mrs. Nelson started moving, and I could sense she wanted to change positions.

She stood up, and motioned for me to sit on the couch next to my mom.

I sat down, and she quickly straddled my legs.

Then she rose up, lined my cock up against her wet pussy, before putting her body weight down on it.

I slid right in.

She began riding my dick like a pro.

She rode up and down rapidly, her big tits bouncing wildly above my face. I took one in each hand and began licking her nipples as she bounced on my cock.

"Ahhh. Oh Fuck Rob. Your dick feels so fucking big. It is really filling me up."

"Ughhh, Ughhh, Oh god! This is amazing"

"Show your mommy how good you are fucking Mrs. Nelson!"

My mom let out a light moan.

I looked over and saw her legs spread slightly wider, and her hand moving back and forth over her clit. She pinched a nipple and was biting her bottom lip.

Mrs Nelson began to talk dirty again.

"John, are you watching this? Look how big his cock is inside of me! Are you watching the big head get buried in my pussy?"

I was grabbing her ass cheeks as she continued grinding on my dick.

She continued taunting her husband.

"This guy is the age of your son, and he is fucking me so good. He is filling me up more than anyone else I have ever been with!" she said.

She moved her hands back behind her ass and spread her cheeks.

"Here let me spread my ass for you so you can see how much he fills me up."

She rode up and down slowly now.

"Does it look good baby? Do you like watching me ride Robs big dick?"

I couldn't believe she was teasing Mr. Nelson like this. It was so fucking hot.

I moved my hands down to her ass and begin groping her huge ass cheeks.

I gave her ass a big smack, and continued to explore her big butt with my hands. I held her ass spread wide, and began to sneak my middle finger down until it was pressing up against her asshole.

She let out a loud moan.

If Mr. Nelson was watching, he was getting a great view.

I brought my hand back up and spit on my middle finger for lube.

I then brought it down to her ass and began fingering her ass hole.

She kept her steady pace of grinding.

"Keep playing with my asshole! My husband never does that." she said.

She lunges her face down to make out with me.

Grinding faster and faster, she moves her head to start kissing my neck and burns her head on my shoulder as she focuses on the amazing fuck session.

I adjusted up slightly to get a better angle and continued fingering her tight butthole. Suddenly I saw something move in the distance.

It was Brad and Sean.

They were no longer sleeping on the floor. They were both on their knees, naked, hard cocks sticking out, about 15 feet from the couch facing directly at me.

They both look a little out of it, but from the lust on their faces I would guess they have been watching us a while now.

Sean began stroking his cock slowly. He was staring at Mrs. Nelson's big ass. He was a good 8 inches, and medium girth.

Brad had his cock in his hand as well, staring blankly at his moms big ass in front of him. This was probably the first time he ever saw his mom without any clothes on. He was rock hard, and he was only about 6.5 inches with medium girth.

Mrs. Nelson stopped kissing my neck and sat up to continue riding me.

I rolled my head left to see my mom staring right at me still rubbing her pussy now rapidly. She leaned in closer. Our tongues found each others, and we began making out while Mrs. Nelson kept grinding up and down on my cock.

"You are such a slut Jen" she said with a grin.

I was playing with my moms tits, while we continued making out, when she all of a sudden mom moaned in my mouth.

Mrs. Nelson continued riding my cock, but was now fingering my moms pussy. She kept riding my dick more aggressively.

I stopped kissing Mom. She moaned loudly as she flung her head back into the couch as Mrs Nelson brought her to an orgasm with her fingers.

For a moment I forgot about Brad and Sean watching. We had all fucked my mom and cum already once that night, but Brad's mom played no part in our fun earlier.

He didn't leave the room or say anything to object to the fucking I was giving his mom. Was he so turned on he was enjoying it?

All the times he would get so pissed when me and the guys at school would talk about his moms big tits (she always worked as a supervisor during school lunch at our High School) or all the times we talked about how good her ass looks in the tight pencil skirts she would wear every week, I wouldn't have thought he would be enjoying this.

It was turning me on to think about it.

I imagined being Brad. He is naked, cock out, watching his Mom's huge ass bounce up and down his best friends dick. His dad was in the room jerking his dick to his slutty wife, while she talked dirty, not knowing her son was watching. Brad had to be so turned on.