She was that hot. I noticed how hard i was and how hot she looked in her black satin bathrobe. Mrs. Benson was my friends mom, but boy was she hot!

As the clock on the wall told us it was 12:30 am, we decided it was time to go to bed. Mrs. Benson turned off the TV and her light. I reached to turn mine off and it didnt. Mrs Benson smiled at me and said,

"That lamp is different, you need to turn it off like this......."

She leaned over me and as she did her robe came undone and i saw that she was only wearing a black satin bra and panties under the robe. She, with her hand half over to the light noticed where I was looking.

Instead of covering herself up, she opened her robe a bit wider. My eyes must have bugged out because she jiggled her breasts.

"I know you like me. The way you stare at me when nobody else is looking." Said Mrs. Benson.

"I........" I Stammered.

Smiling again she slid her left arm off her hips and toward me. (I was on the right side of the bed she, on the left had rolled onto her right side and was facing me) I stared at her smooth hand.

Mrs. Benson was in her early thirties. She had Blonde hair that fell to her elbows, and had a thin, curvy body with bit tits and ass. She liked to dress like a younger woman however, in tight jeans and small sweaters and stuff.

"Michael, you know Mr. Benson is eight years older than me. He really isint exciting anymore......we havent......you know........for awhile now and........I dont know......you just seem hottish to me. If you want to........we can.........you know.......but just dont tell anybody!"

I stared in disbelief. It was as if one of my fantasies had come true! I put my right hand on her left and I stared her right in the blue eyes.

"SURE!"I yelled.

Mrs. Benson smiled and removed her robe. I removed my shirt. She lay on her back, her large tits still wobbling even though they were in a tight bra. I placed the middle finger of my left hand on Mrs. Benson's lower abdomen, then lower, and under the waistband of her panties. She began to breathe faster and faster as my finger approached its destination.

I felt my fingers slide over her large smooth pussy lips. Mrs. Benson was breathing heavily and fast from her mouth, as my finger slid in the opening, she moaned and i felt her vaginal muscles tighten. I slid my finger in to the next knuckle on it, and she moaned louder, i could feel her pussy getting wetter as i proceeded up her love tunnel.

Her hands came up on my shoulders and said,

"FINGER FUCK ME YOU KNOW YOU WANNA!!!" and gladly I proceeded to move my finger rapidly up and down inside her panties. I felt her about to cum and i pulled my finger out in time to pull off her panties and watch the clearish fluid dribble out. It seemed to come and come and go on and on. I watched the sheets get damp and I noticed how open and vulnerable she looked now. I reached for the front opening on her bra and unclasped it. Her monsterous tits were unleashed and i knew what to do. I pulled off my boxers and i collapsed against her. I fondled her breasts and nipples as the large brown nipples grew large and hard. I got up, and slowly inserted my penis into her hole. She moaned and moaned happily and cummed again. I felt my dick tighten and seem to grow warmer from the inside out as i cummed into her.

She pulled my dick out and sucked it. She licked the cum and precum off it and then i inserted my dick again and began to hump her like crazy. The bed creaked, the floor groaned and she yelled a mad yell of pleasure and exhileration. Our sweat dribbled down our bodies and met around our loins. She was having a better time than Mr. Benson could have given her in a million years. Later we cleaned up both our puddles of cum and got into bed nude where we lay feeling each other through out the night, unfortunately this only brought more cum but we didnt care just laying in the dark.

My friend and his father never found out what Mrs. benson and i did that night. We occasionally meet in a bathroom or something and i might pop a load in her once in awhile, and still nobody knows......................