What's a MILF? Pt. 11

"Wow! How big is this place?" Mark blurted out. "Holy crap, it even has a hot tub." Looking around the suite seeing the stairs to the left, hallways to the left and right and a huge living area with the steaming tub in the center.

The other boys walked in, jaws dropped while their mothers spread out giggling at their son's reactions.

"Great, they brought our bags up, we're going to have to find out who and get him a tip." Jeannie said, "I really need to get out of this dress." Hearing the eager groans from the boys, she laughed. "You perverts would love to watch, wouldn't you? Sorry, I'm going to change in private." Jeannie grabbed her bag and headed upstairs.

Sue and the others grabbed theirs also and headed up the stairs. "You boys going to keep wearing the tuxes? Your bags are right there." She said indicating the assorted duffles and backpacks.

After the women disappeared, the boy shrugged and grabbed their bags and changed out of their tuxes and into the casual clothes their mothers packed for them. Putting away the dress clothes in the closet, they heard the moms coming down the stairs giggling to each other. Turning, they were stunned to see their mothers all dressed...or not dressed exactly, in sheer negligees, teddies, gowns...

"Holy fuck." Chris said looking at the beautiful babes and then down at his tee shirt and jeans. "I feel under-dressed." He said laughing, "Though I'm not sure how I'd match you guys."

Elaine loved seeing the boy's penises snake up their pants and shorts showing their appreciation. Turning to Jeannie, "See, I told you no one was going to laugh at you." She took Jeannie by the shoulders and turned her around. "Chris, ever see your mom look like this? Better than the olive drab and camo?" She stroked the Marine's muscular ass appreciatively before turning her back around and reaching up and cupping the lace covered breasts.

Speechless, Chris nodded his head checking out his mother's exposed ass, and when she turned back, her hard nipples, bald pussy, everything totally visible under the see-through teddy. He went over to his mom and took her in his arms, "God, I love you, mom. I know this makes you uncomfortable, but fuck! You are the hottest woman here." He whispered in her ear while stroking her back. "Would you mind if I put some music on? I really want to dance with you again." Releasing her, he turned to the four other women, "I don't know how you did it, but thanks. I've always know my mom was a babe, but wow!"

Chris walked over to the radio and tuned into a soft rock station and went back over and took his mom back into his arms and held her as they swayed to the music. Soon, the other four couples were all holding each other.

Ashley held her son feeling his hands on her back, her ass, up her sides. She reached up and wrapped her arms around his neck allowing free access to her breasts and moaned when he cupped her breasts and gently pinched her sensitive nipples. She turned her head and met Bill's lips. Opening her mouth, she felt her son's tongue inside her mouth and groaned in pleasure as he began grinding his hard cock against her. She stopped, hearing moaning coming from the other couples and looked around and the grinding, humping, writhing pairs all seemingly oblivious to anything else but each other. She smiled at her son and whispered in her best southern drawl, "Perhaps we should mingle, you see anyone you'd like to press that hard cock of yours against?"

Bill grinned back at her, "I've always had a thing for redheads, but I saw you looking at Mark's tent in his shorts. Is that who you want pressing against you?"

"You naughty boy, you think a lady would notice those things? Think I'd let a nasty boy like that push his hard penis against me? I'm hurt, deeply hurt that you'd think so." She whispered before giggling in Bill's ear. "Perhaps a lady wouldn't do that, but she'd miss out on a lot."

Bill went over to Stacy and Jeff and tapped on Jeff's shoulder. "Can I cut in?" Jeff reluctantly nodded and backed away as Bill pulled Stacy close.

Jeff headed over to Sue who was now watching Ashley and Mark. "Can I have this dance?" He asked and welcomed into his arms, feeling her massive breasts press against his chest. He saw her face press against his shoulder as she was 4-5 inches shorter than his mother. He felt her move against him and moan when he stroked down her back to her ass and squeezed those cheeks that he fantasized about fucking, then again he fantasized about fucking every part of her.

"I know what you're thinking," Sue purred, "You'd like to fuck my tits, your mother told me." Looking up at Jeff, she reached up and pulled his face down and kissed him deeply and as her body pulled away from his, welcomed his eager hands on her large mammaries. "Hmmmm, so nice. Honey, before the night is over you can have anything you want, any woman you want. This is your after-prom, anything and everything goes." She sighed in his mouth, "Yesss. I see that makes you happy." She said as she felt his cock hump against her stomach.

Chris reluctantly stepped back and watched as Larry wrapped his arms around Jeannie and went over to Elaine, who looked eagerly at the strong boy. Chris took her hand and pulled her close, burying his face in her luxurious hair. He remembered her dancing against him at the prom, twerking her ass against him, so he reached down and grabbed those incredible glutes and pulled her hard against his cock.

"You like my ass? I'll bet you would have cum in your pants if the song hadn't ended. I know, because I felt you when you grabbed my hips." Elaine cooed in his ear. "Sweetie, if you're up to it, you're about to experience the best after prom any guy has ever had."

Groaning, Chris pulled the thin nylon up so he could better feel this ass that drove him nuts on the dance floor, and he thought back how close he came to exploding in his pants. Feeling the velvety ass and feeling her pussy grind against him, he thought he might cum again, so he released Larry's mom and spun her around. Pressing his bulge against her ass and reaching up and cupping her small tits, he whispered in her ear, "Should I drop my pants and stick my cock in your twat? Your ass?"

Holding the strong boy's hands against her tits, she groaned, "Your choice. I can suck that cock of yours, you can fill my womb with your sperm or you can pound my ass." Turning to the other couples, she said loudly, "Chris and I are going to use the bedroom down the hall here, he has something to show me." She grabbed his hand and pulled him quickly down the hall in to the bedroom.

Hearing what Bill whispered to her, Stacy pulled away, "I agree. Hang on honey." She went over to Sue and put a hand on her shoulder, "Sue, I think you should take my boy and let him fuck those tits of yours, but if it's alright, Bill and I would like to join you." Turning back to Bill, "I like your thinking. The four of us can easily fit on a bed."

Bill, Stacy, Jeff and Sue all traipsed upstairs, though, being the gentlemen they were raised to be, the boys let the ladies go first. Bill looked and Jeff with a grin seeing the bouncing asses and pussies clearly through the sheer fabrics.

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Ashley pulled Mark's hands out from under her silk top. "Is that cock of yours as big as it feels?" She said, as she dropped to her knees and tentatively pulled his shorts out, then down to his ankles. "Fuck me! This is a very nice cock, your mother wasn't lying."

Ashley began licking the head, tasting the fluids leaking out. Opening her mouth wide, she sucked the large head in and wrapping her lips around it, began pushing her face against his cock. Pulling off, she worked her jaw, "Baby, I'm not sure how long I can strain my jaw, but I'm thinking the hot water would make it better." She stood up and pulled Mark's tee shirt off and stepped back to admire him. "Christ, you're beautiful. Perfect youthful body..." She groaned.

Mark sheepishly grinned at being admired, but reached forward and grabbed the silk top and pulled it carefully off Bill's mom. He stopped and slowly reached out and cupped the perky tits with the puffed nipples. Groaning, he softly ran his thumb over the spongy areolas, watching as the nipple sank into the pink flesh as her stroked across them. "My God, these are beautiful." He said looking at the beautiful blonde with her eyes closed. He gently pinched and pulled the nipples out and let them snap back. Mesmerized, he listened to her moans and watched the breasts bounce in response to the nipples snapping back. Finally, he knelt down and lowered the tiny bottoms revealing the perfectly bald, clamshell pussy. He felt Ashley's hands on his head as he leaned in to inhale the arousing aroma. His hands stroked her smooth thighs and up onto her small, handful sized cheeks and pulled her moist lips to his mouth.

Ashley groaned and took over stroking her nipples when she felt the boy's tongue begin to probe. When his wiggling tongue spread her lips, she sighed, "That's it baby, your tongue feels so good." She opened her legs to allow him more access and was rewarded feeling his tongue spread her lips and drive into her tunnel.

Mark pushed his tongue as far as he could into the panting woman and felt his upper lip press against her clit. He pushed his face hard against her while licking her velvety hole, drinking her flowing juices. He felt Ashley get wobbly and knew she was going to cum, so he pulled his tongue out of her and clamped his lips on the aroused button and drove his middle finger into her, holding her up as he pushed his hand hard into her.

Ashley began bucking and pushing back against the boy as she gasped loudly and jerked against his hand and face as her legs gave out. "Oh, God! That's it...yesssssss." She panted as he laid her on the floor.

Mark looked down at the flushed skin, the sopping, engorged labia and the spread legs eagerly. Grinning down at her, he lay between her legs and kissed each of her nipples. As he sucked each one, he felt her pelvis humping against his stomach.

Ashley pulled the boy up to her and reached down, grabbed his cock and lined it up with her excited pussy. "Come on Mark, I know you've been waiting to stretch my poor cunt out. Put that thing in me, but take it slow. Oooohhhhhh." She groaned feeling the head spread her labia as wide as they'd ever been.

Jeannie looked at Ashley kneeling in front of Mark and looked at Larry. "I guess you're stuck with me, but feeling that bulge pressing into me, you're ok with that." She said smiling. "Come back to the bedroom and let me taste this thing that's been bruising me." She turned and led the grinning Larry down the hall into the other bedroom.

Larry watched the taller woman walk ahead of him into the bedroom with an ache in his stomach down to his balls, wanting to see this tall goddess naked. Watching her move fluidly and with incredible grace, he imagined her wrapping herself around his naked sweating body and...

"Are you going to stare, or are you going to join me?" The now naked Jeannie said patting the bed. "I promise not to hurt you, much." She grinned. "But, I think you'd be more comfortable without the jeans." She said, nodding towards his waist.

Larry ripped off his shirt and quickly unbuckled his pants and yanked them down and stepped out of them. He saw Jeannie was focused on the rod tenting his underwear so he slowly pulled them off and stepped out of them. He stared at the strong woman spread out on the bed, her shaved cunt looking swollen and ready, her ripped abs, her pert, tight tits jutting up from her ribcage. Those long, muscular legs, opened invitingly...those legs he desperately wanted wrapped around him...

Jeannie looked at the stick pointing at the ceiling and groaned. She rolled over to the edge of the bed and swung her legs to the floor. Signaling the boy to come closer, she grabbed the hard rod and with a pang in her stomach thought how fun it was going to be letting this boy put this in her married pussy...perhaps her ass. But for now, she needed to taste it.

Larry looked down as his cock was devoured by the toughest women he'd ever seen. Her mouth forming an O as she bobbed her head up and down his dick, groaning when she sucked hard on his super-sensitive head with each pass. He had to feel those tits, those small, but perky tits tipped with those hard, dark nipples. He cupped one and felt the firm musculature underneath, juxtaposed with the soft spongy glands and again, juxtaposed with the rock-hard tips. Squeezing, pinching each one, he closed his eyes feeling the slithery tongue caress his pulsating penis. Jeannie, stop, I'm going to cum." He moaned.

Jeannie pulled her mouth off the boy's cock. "Just once? I'll let you cum in my mouth if I can cum on yours." She purred. Seeing the eager look on his face, she said, "I thought you'd be up for that." And dove back on the pulsing cock. Cupping his ass, she pulled him deeper and deeper, until she felt her nose being tickled by his pubes. She reached down and began rubbing her clit as she felt his cock begin to jerk in her mouth and opened her throat as jet after jet of salty semen shot into her gulping gullet. Milking all the remaining juices from his still frim shaft, she did one last slurp and swallowed the last creamy drops. "Thanks, that was very tasty." She said as Larry's knees gave out and he slumped to the floor.

"Christ, that felt great. My balls actually ache. I can't believe how good that felt." Larry said as his eyes dropped to the open legs, spread wide as was sitting on the bed. He leaning in and ran his tongue along those silky smooth inner thighs and stopped just before arriving at the prize. He kept licking and nibbling on each side until he felt Jeannie grab the back of his head and pull him into her humping cunt. Lapping up the leaking juices he wiggled his tongue between her tangy lips and into her hole.

Jeannie didn't release the boy's head and in fact pulled him in tighter as he explored her hole with his tongue, grinding against his upper lips hard. Finally, she released him and pulled him up onto the bed and threw her legs over his face and lowered her sopping cunt onto his face. She closed her eyes as she humped against his mouth and invasive tongue feeling close, so close. She looked down at the cock recovering and doubling in size and knowing she was approaching a crashing climax, collapsed down with her face on the now hard cock. Groaning with pleasure, she felt Larry's finger push against her ass and felt all her aroused nerves, burning for release.

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Licking her lips, Elaine crawled over and when Chris stood by the bed, she reached out and stroked the ungiving, fleshy rod sticking straight out. "Hmmm. Nice. So fucking hard." She said gripping it. Getting on her hands and knees she opened her mouth and bathed the head and shaft with her tongue and lips before sucking on the whole thing.

Chris groaned feeling he tight lips take more and more down her throat. He was fascinated watching the shapely babe writhing as she pushed against him and groaned when she pulled off his cock.

"Let's try this, I think you'll like it." Elaine said with a grin. "You should be able to fit that nice cock of yours all the way down my throat. Please, cum in my mouth, I want to taste you." She sat up and pulled off her teddy revealing her compact tits and flawless body to the eager teen before flopping on the back, her head off the bed with her mouth open.

Chris could not wait to shove his cock in and couldn't get enough of the naked female form laid out below him...her tits sticking up, nipples pointing at the ceiling, her bald pussy, open and exposed to him as he leaned forward. Grabbing his cock, he looked down as he lined himself up with the mouth eagerly opened. Groaning with pleasure as he slid his cock into her mouth, throat, and feeling the woman's tongue massage the shaft as he pushed in, he was thrilled when he felt her hands on his ass pulling him all the way in. He immediately began fucking that mouth, being guided by her strong hands. He looked down at the spread legs with the eager cunt air-humping below him, and reached down and slid his finger along the slippery slit. He pressed back as she thrust up against his middle finger probing her hole and pushed hard against her bucking clit.

Rhythmically fucking her face, he felt himself on the verge and groaned he was going to cum and exploded feeling Elaine begin clenching her throat on his cock while popping a finger into his ass. "Ohhhhh...ooohhhhhhh...uuhhh...uuhhh..uuhhh...Fuck!" He groaned collapsing onto the soft, sensuous woman beneath him. He raised his hips and pulled his cock out of Elaine's throat and mouth, hearing her gasp. "Sorry, I didn't mean to choke you." He mumbled looking at the nice, wet pussy. Chris leaned down and put his mouth on her pussy and flicked his tongue up and down the bald slit, and then attacked her clit when she responded by wrapping her legs around him, pulling his face hard against her. He reached under and grabbing her ass, pulled her against his face. He could feel her pant and gasp, her face pressed against his cock and balls. His tongue eagerly tasted every part of her vagina, swallowing every drop of leaking cum. Taking his teeth, he gently scraped them across her hard button and heard the young mom loudly moan.

Feeling on the verge of cumming, Elaine pushed Chris off her and begged him to fuck her, "I want to cum on that nice cock of yours, and I want you to fill me with your hot sperm." She groaned in pleasure when the young boy spun around and drove his recovered erection into her in one hard thrust. She humped back against each thrust and soon felt all her nerves peaking and as she pulled on her nipples and wrapped her legs hard around his flexing ass, exploded in an exquisite release.

Chris felt a surge of testosterone seeing the beautiful woman brought to climax by his cock and rammed his cock as deeply as he could and came for the second time in 30 minutes, feeling like he spewed more cum this time than in the hot brunette's throat.

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Jeannie was lost in the manly smell pressed against her face, the boy's tongue attacking her clit and the finger deeply probing her ass, she writhed against his face, her groaning muffled by his hard cock and his balls against her face. "Oh yes...yessssss...yessssss..lick me, that's it...ahhhhhhhh ah ah ah ah ahhhhhh."

When she finished humping against his face, Larry rolled off Jeannie and turned to kiss her. "I hope I didn't crush you." He said.

"I like be crushed by a man, that was great. You want to put that thing where your mouth was?" Jeannie said pushing Larry onto his back and climbing on. "God, I miss 18 year-old boys and their recovery time." She said as she lowered herself onto his recovered cock.

Larry was entranced seeing the lithe woman grab his stiff cock and push it into her tight cunt. He knew he was in heaven as she torqued her hips against his cock and leaned forward with those perfect tits right in front of his face. He raised his head a sucked hard on the erect nipple and reached down grabbing her ass. Her ass was so hard, so firm, he almost came just feeling her muscles flex.

As Jeannie began humping on his cock faster, she clenched her cunt muscles around the boy's cock and saw his eyes widen. Rising up on her toes she rapidly bounced her pussy up and down on the hard rod and groaned when she saw his eyes squeeze shut and a guttural gasp escaped his lips as he ejaculated into her tight cunt.

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Sue and Stacy entered the bedroom and waited for the boys to enter. Sue kissed her friend, letting their tongues play with each other while their hands roamed the lingerie covering each other. Stacy pulled back to allow Sue to pull the lacy fabric over her head, and watched as Sue pulled hers off. She reached out and cupped the blonde's impressive rack. "God I'm so jealous Jeff is going to get to fuck these." She said bouncing them up and down, letting then slap against her palms. She turned to the boys watching, "Jeff, Bill, get undressed. I know you both need convincing." She laughed as they tore their clothes off. She turned and sucked a nipple into her mouth, teasing it with her tongue before releasing it with a pop. Smiling at her buxom blonde friend she purred, "Let me get your tits nice and slick for Jeff's cock." She pushed Sue onto her back and grabbing both heavy breasts, marveled at the mass and lowered her face back down between them. She ran her tongue all over the large cleft and bathed the entire area with her spit, while pinching and pulling the hard nipples.