ress, it was a photo of her wearing a small bikini on a beach from a holiday we'd been on the previous year. I pulled off my trousers and then got my boxers down to my ankles. ooking at the photo of my mom i started to rub my now erect penis. Now my mom doesn't have the best figure at 46 her breasts are on their way down, and she's quite curvy, but theres something clasicly atrractive about her.

About 5 minutes into my wank i was lost in a fantasy, so lost infact that i hadn't heard my moms footseps coming up the stairs, suddenly she knocked on the door and i was brought back to reality, 'Can i come in.' she said. Now at this point i was in a state of pure lust, with my dick hard in my hands and slippery with pre-cum. There was no way i could cover myself up in time and i couldn't come up with an excuse for saying not to enter, and looking back im glad i couldn't, so i simply said, 'yeah, come in.' The door opened and i just continued to rub one out. My mum stood at the door, in just a towel. She had a pile of my clothes in her hands that she was dropping off on her way to her room. At first it was dfinatly a look of shock on her face, and she didn't say anything. But after noticing that i was still going, whilst staring at her cleavige above her towel, to my great surprise she walked in and closed the door.

'So' she said, 'it looks as though you wanted mommy to catch you doing this...am i right?' I wasn't sure how to answer, 'urgh' that was about all i could get out. 'Hmm, well this is very serious, you know that.' she went on. By this point i was just waiting for her to throw me out of the house. 'mmm, do you like that picture of mom' she asked, pointing at the photo of her that i held in the hand that wasn't gripping my cock. At this point i had no idea whether she was pissed off or dissapointed, it was so hard to read the expression she had on, and she seemed to have a weird tone in her voice that i'd never heard her use. 'I like that picture too, i think it makes me look young, i havent felt young in a long time you know.' She sat beside me, id now stopped rubbing and my cock was going limp as a thousand thoughts were going through my head, is she going to tell dad? is she going to kick me out? Then she reached over and grapped my cock in her hand and began to slowly rub it, 'Can you make mommy feel young again, can you do that for me with your big young hard on?' I was speechless so i just nodded. 'O.k, well first of all mommys going to make you feel good' She got down and took my dick in her lips and began to suck, i couldn't belive what was happening here. She lapped at the head of my dick like it was a lollypop, so much wilder than any girls my own age that i'd been with. She took more and more with each lap until she was deepthroating me, going wild covering my cock with her saliva and working it with her tounge. 'Oh, im cumming, oh, ohhh, i felt my balls well up and my mom just looked at me cheekily as i blew load after load in her mouth. 'mmmm, did you like that sweety?' She asked. 'Oh yeah' i said, 'Now your turn.'

She stood up and dropped the towel, my mom stood there naked before me, Her breasts were sagging slightly but it added to their size, she had a typical figure for a woman her age and a thick black bush surrounding her pussy. She lay on the bed and simply said 'Fuck me', 'Make mommy feel young inside' I got ontop of her and started passionatly kissing her, grappng her breasts and squeezing and pulling them in my hands, i moved down, saliva dripping off her chin, as i broke away from her lips, i started to suck and bite on her nipples, moving down, i got off the bed and onto my knees so that my face was level with herhairy pussy, i threw my self at it, lapping at her juices and occasionally moving my hand in to rub her clit. She began to thrust a little and moan,'Shhh' i said, 'Dad's downstairs, he cant catch us!' 'MMMM, ok' she said sucking her finger, i'll try my hardest.' After a few minutes offranticly working her cunt, she grabbed the pillows behind her and bit her lip, her body began to tense and thrust as she came hard biting her lip to stop herslf from screaming.

I Pulled myself back onto the bed and ontop of her, 'You taste great mom.' 'mmm, thankyou, unfortunatly your father seems to disagree, he's not seen to me like that in years, now lets get down to fucking shall we.' She spread her legs and i pushed them up as far as they would go, 'should i wear a condom' i asked, 'No sweetie i nee you right now, just be sure to pull out of mommy as your about to finish, ok.' she instructed. 'ok' i replied. I pushed my penis against her wet pussy lips and sho made the sexiest quiet moans, as i rubbed my dick aginst her lips without entering her. Then i began to Push in, 'Ugh, your tighter, ugh, than i expected.' I said as i  forced my way into her surprisingly tight cunt. 'Well, like i said, your dad and i rarely does this, infact we rarely have done ever.' She said whie clenching her face as i our groins pressed against each other as i was all the way in. I puled out again, then in again, about 5 of my 7" going in each time, every so often id pull right out before thrusting the whole 7" in agin. We explored each others bodies as we thrusted together, my penis was soaked in her juices and the room was filled with the sounds of skin slapping on skin, heavy breaths and the light rocking of the bed, fortunatly none of thiscould be heard downstairs over the sound of the guitars.

I pulled out and rolled her over, she lay with her face on the pillow and raised her end in the air, i got behind her and as i pushed my cock again towards her lips i could feel the warmth glowing from her pussy. I entered again, thrusting harder and faster in this position, i grew faster as i came closer to climax, and her heavy breaths grew heavier, occasionally letting out a small moan or a yelp. We were both in ecstacy, sweat dripping from each of us, Her pussy tightened it's grip on my dick, and i was thrusting so fast i thought the bed would break as we both started to climax, i couldn't bring myself to pull out and with a a few final hard slow thrusts i filled my moms womb with my hot semen. We both stayed in that position, my dick still in side her as we caught our breath, shaking with every breath in from the intensity of what had just happend. ' Oh baby, your going to have to make mom feel young alot more often now.' She said as she stood up wrapped her towl around her and walked out of the room, with my cum oozing in a trail from her pussy to her leg. I simply lay there in disbelief, thoughroughly pleased with myself.

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