Mary looked at herself in the mirror. Ann had convinced her to buy the new underwear and, whilst Mary accepted that at 38 she still had a good figure, she felt very self conscious in the white lacy bra, matching thong, suspender belt and stockings.

She hadn't meant to tell Ann about how Tony appeared to have gone off sex, it just came out. But Ann, as always, had an idea. At least sex was something at which Ann was a bit of an expert, having screwed any male she had come across since her husband left her.

Ann had said that Mary should dress to thrill and she should also masterbate.

"Get those juices flowing girl so when he comes in he can see in your eyes that you want him!"

Mary began to touch her breasts and imagined her hands were Tony's hands. She always imagined it was Tony touching her. She had read that some women fantasise about other men. The window cleaner or a movie star, but for Mary it was always Tony. No other man had ever touched her - she was his and his alone.

She lay on the bed and let her fingers slip into the thong, which barely covered her pussy, and began to stroke herself. She started to lose herself in her fantasy when she heard the front door and the voices of her 15-year-old son Tom and his friends.

Her pussy was wet but she just couldn't continue with the boys in the house.

Mary put on the dress she had bought when she got the underwear. It was a simple dress with a zip down the front. The type of dress that had really turned Tony on when the first got together. He loved to slowly slide the zip down, caressing her with his fingers as he revealed more of her body. Just the thought made her pussy juices flow and she so wanted to fuck. She had to plan a way of getting Tom out of the house when Tony came home because she was going to have him tonight.

Mary didn't pull the zip right up, she left the dress open enough so that anyone looking would see a hint of breast and bra, and she went downstairs.

As she walked into the lounge Tom's friends, Mike and Dave, stopped talking and looked at her. They always looked at her breasts, never at her face. As she spoke to them, their faces reddened and they looked away, murmuring their 'hellos' to the carpet.

Mary walked through the lounge into the kitchen and smiling that at least she looked good to a couple of adolescent boys. She made three glasses of juice and slipped the zip down a couple of inches so they could get a good look at her bra.

She carried the drinks into the lounge and squatted down to place the glasses on the coffee table. Her dress rose up above her knees slightly and, when she looked up, she could see all three of them gazing at her tits. She stayed in this position as she talked to them. "How was school?" and other inane questions. The boys, including her son, were red faced and fidgeting nervously, unable to properly answer or take their eyes off her breasts.

The phone ringing interrupted her game and, as she rose to answer the phone, the boys grabbed their glasses and rushed upstairs to Tom's bedroom.

As soon as she heard Tony's voice on the phone she knew that he wouldn't be home tonight. He was going on about some important client meeting but she never really heard, or even cared.

Mary muttered "Not to worry, I'll see you tomorrow" and hung up. She had to come to terms with no sex again tonight and walked slowly up the stairs to change her clothes.

On the landing, she saw Tom's bedroom door was ajar and could see them clustered around the computer. She had never seen the fascination with computer games and stopped to see what was on the screen.

"This is a new set of clips I downloaded last night." Tom was saying to his eager friends. "One day I'll get my Dad's credit card and download a complete movie instead of just clips"

It didn't register with Mary what they were talking about and, as she continued to watch the screen, a movie began to play.

The movie started with a woman talking to two men. Mary couldn't hear what was being said as the sound was turned down low. Suddenly the picture froze and a caption appeared across the screen.

"M.I.L.F. Mothers I Like to Fuck"

Mary was startled but continued to watch in silence as the next scene began. The woman was now in an apartment with the two men sitting either side of her. The first man had his hand inside her blouse. His trousers were undone and she was stroking his erect penis. The second man had removed his tee-shirt and was pushing the woman's skirt up. He pulled her legs gently apart and then positioned himself on his knees between her legs and thrust his face into her crotch.

The scene changed and now the first man was naked standing beside the sofa. The woman was also naked and she was sucking his cock . The second man, now also naked, had spread her legs even further apart and, as he licked her pussy, the camera went in for a close-up of his tongue in action.

The scene jumped again and the woman was now on all fours on the sofa. Man one was behind her fucking her hard and slapping her arse. The second man was in front of her, his cock in her mouth. The way he held her head and thrust his cock into her mouth suggested that the woman wasn't giving him a blowjob, he was fucking her mouth.

Another scene change and the woman is on her knees. The men standing either side of her, wanking. Man one suddenly cums and his spunk splashes across her face. As she turns towards man one, she grabs his cock and takes it in her mouth, letting him shoot the rest of his load into her throat. Man two cums and she releases man one and takes man two into her mouth.

Another scene change and the woman's face is in close up. She laughs as the spunk drools down her face and from between her lips. She starts to wipe up the spunk and feed it to herself when the movie ends.

Mary had been so engrossed in the film that she hadn't realised that she had unzipped the dress and was rubbing her crotch, which was now really hot and wet.

Her eyes turned to the boys, all of them desperately trying to control their erections inside their trousers.

Mary pushed the door open and stood in the entrance to Tom's room. Her dress undone and her body and underwear on full display. The boys turned and stared.

Mary walked into the room without speaking, let her dress drop to the floor and climbed on to Tom's bed. There was a porno magazine on the pillow and she picked this up and opened it at random.

"I think my body is as good as hers, what do you think?" she asked. The boys just stared and seemed frozen to the spot. She put the magazine down with the picture showing, removed her bra, very slowly, and laid back on the bed with her arms stretched above her head.

Tom and Mike were at the top of the bed and now had a topless woman lying between them. Dave was sitting nearer the foot of the bed and his eyes darted from her tits to her crotch and back again.

"Well" she said, "what do you think?"

She reached forward and took Mike's hand. She guided his hand to her breast and breathed in sharply as he squeezed her. "Gently Mike, they are attached to me." She giggled.

Tom's head was quite close to her, so she placed her hand at the back of his head and gently pulled him down to her tit. He resisted a little but she maintained the pressure and soon his mouth was sucking at her nipple.

Dave was rubbing his hand up and down her leg, enjoying the sensation of feeling the change from stocking to flesh. Each upward stroke getting closer to her pussy. At last he reached her crotch and began to rub gently. In his inexperience he was just rubbing and she wanted him to push his finger into her slit, but didn't want to disturb any of them as the explored her.

Dave was now pulling at her thong so she lifted her arse off the bed to show that she was a willing participant. He dragged her thong off quickly and pushed her legs apart. Momentarily he just stared at her glistening cunt before thrusting his finger into her.

She jumped at the pain inflicted by the jab of a finger inside her.

"Slowly and gently boys, there is plenty of time."

Tom had stopped sucking her tit and was staring at his friends finger sliding in and out of his mother's pussy. A look of confusion began to cross his face so she acted quickly. She grabbed his cock through his trousers and squeezed and rubbed. He was hard and, despite the fact that it was his mother, couldn't avoid the show of pleasure.

Mike couldn't wait to be asked so he stood up and stripped off. Mary watched as he removed his tee shirt. He pulled at his trousers and pants with such excitement she could hear the zip on his trousers snap as he pushed them down to his ankles. His young, hard cock wavered around like a flagpole. She caught hold and pulled him closer.

Grasping his shaft tightly in her hand, she licked the throbbing knob. Flicking her tongue around it, over it. Then she took the knob into her mouth and sucked and licked. She gently took more and more of his cock in her mouth it was burning and throbbing.

She released Mike's cock and turned to Tom. "Let me suck you" she said, staring into his eyes.

"Do it Tom" Mike urged, "she's fucking great"

As she continued to stare into Tom's eyes, he removed his trousers. As soon as his cock was free of his clothing, she grabbed it and began to suck. However confused he felt about his mother, there was no way he was going to resist being sucked off by a woman, even his mother.

Dave had been fingering her and watching her suck his friends while he pumped his cock with his hand. There was no way he could wait to get his clothes off. His trousers were down to his knees and he was ready!

He moved in closer and began to rub her wet pussy with his knob. He positioned himself at the opening to her cunt and began to push inside her. She moaned as his cock pushed into her and opened her legs wider to give him the opportunity to push in as deep as possible.

As Dave pumped her cunt, she sucked Tom's cock harder and squeezed and pulled Mike's cock. The boys loved the way she moaned and her tits bounced each time Dave thumped his cock hard into her. As Mike and Tom fondled her breasts, she released Tom's cock.

"Don't cum inside me boys. You can come on me or in my mouth, but not inside me, not today anyway"

To Dave the fact that she said the word cum while his cock was throbbing inside her was nearly too much. He pulled out quickly and squeezed his cock to try and prevent himself cumming at all. He wanted more and he didn't want to shoot his load too early.

When Mike saw Dave pull out, he decided it was his turn and moved down the bed. He and Dave did an awkward manoeuvre but eventually sorted themselves out and Dave made his way to the top of the bed while Mike positioned himself between her legs.

Mike wasted no time placing his cock and thrusting it inside her. He quickly got into a rhythm and every now and again increased the speed and force. Mike took hold of her leg and raised it so that she was resting it on his shoulder and began to fuck her even harder and deeper.

Dave was standing beside her, wanking, and trying to direct his cock to her mouth. She had never let Tony put his cock in her mouth once it had been inside her. She had no desire to taste her own juices. She wouldn't even kiss Tony after he had licked her pussy. But Dave was getting desperate and she relented and opened her mouth. She sucked his cock hard and took the juices into her mouth. There was no time to think about the taste as Dave began to fuck her mouth and she needed to take hold of his cock and get him under control.

Mike had been thrusting hard and fast and suddenly pulled out so as not to cum inside her. Cock in hand, he moved up the bed and pushed Tom out of the way. Mary took Dave's cock out of her mouth and held it tight. She grabbed Mike's cock to maintain control.

She looked at Tom, his cock standing hard and proud.

"Fuck me Tom, fuck me now"

Her voice was low and urgent.

Everything seemed to stop while Tom moved down the bed and spread his mother's legs. He knelt between her legs, took his cock in his hand and stroked her pussy with the knob. At last his knob touched the entrance to her cunt. He paused, looked up at his friends and his mother, then rammed his cock into her. He pounded harder and harder and started shouting "You fucking whore, you fucking whore".

Mike and Dave laughed out loud and began to wank harder. Mike shot his load first. The spunk blasted her cheek and he pulled her head to try and deliver the rest into her mouth. She turned towards Mike and opened her mouth and watched as he jerked spewing spunk all over her face. At the same time, she felt hot jets of spunk hitting her ear as Dave finally let go. She turned now towards Dave and felt his load shoot into her hair and across her eyes.

Tom too had reached his limit and pulled out of her in time to shoot his load onto her breasts and stomach.

The boys began to fall away from her but she just grabbed Mike and Dave.

"Wait", she commanded.

She took Mike's cock into her mouth and sucked it clean. She turned to Dave and repeated the action with him. She released them and looked at her son, kneeling between her legs, cock in hand, still dribbling his juices onto her.

"Come here" she beckoned to him.

Tom worked his way towards her face by straddling her body. By the time he reached her face, he was sitting on her tits. She lifted her head slightly and he placed his cock into her mouth. She sucked and licked and swallowed and wanted more. Tom lifted himself off of his mother and stood at the side of the bed with Mike. Mary began to laugh as she looked from one to the other of them, still holding their cocks.

She got up from the bed, picked up her clothes and made her way to the door.

"You three ought to get a move on, you have football practise in half an hour"

Mary smiled and left the room, heading for the shower.