Welcome Home

Justin had to juggle to close the hatch on his Corolla, his arms occupied by the overflowing laundry basket in his hands. He turned and staggered towards the shaded porch having to curve left and right along the silly meandering brick path that led from the drive to the front door. He blinked at the stinging sweat running down into his eyes and then had to struggle to manage to push the doorbell.

Justen waited impatiently and glanced in the windowpanes that went from a few inches above the ground all the way to the top on both sides of the door. After a minute without any movement inside he hit the doorbell a second time.

"Oh, come on," Justin said in exasperation after another minute of waiting and sat the laundry basket down to fish out his keys from his shorts.

He unlocked the door and pushed it open before lifting the laundry basket, a pair of jeans slipping off to land on the ground. Justin glared at the offending garment and kicked at it before taking a step into the blessed coolness of the airconditioned foyer. He let out a sigh and kicked at his jeans a second time to send them sliding across the hardwood floor, his toe catching at the front door to swing it shut behind him.

"Mom! I'm home!" Justin called out, the house quiet and still.

His mom's Model S was in the drive so he was sure she was home but still surprised that she hadn't heard the doorbell or his shout.

"Mom?" Justin yelled and began to walk towards the kitchen while still kicking his jeans ahead of him.

He glanced around on his way through without noticing anything odd or out of place and after a few more kicks of his jeans arrived at the laundry room that made up a breezeway from the kitchen to the garage.

Justin thumped the laundry basket down on the dryer and then reached down to retrieve his jeans to add back to the precarious pile of clothes before returning to the kitchen. He made his way to the double wide refrigerator to peer inside, reaching out to claim a Tupperware bowl of cantaloupe before letting it close.

"Hey, Mom!" Justin called out after tossing the lid of the Tupperware container into the sink.

Justin walked back to the living room and glanced around before heading up the stairs to the second floor. He poked his head into his room, much of the clutter and nic nacs still there if much more neatly arranged than he had ever bothered with before walking down past each of his two sister's rooms to the master bedroom while absently eating pieces of diced cantaloupe.

"Mom?" Justin said after giving a knock and pushing the door open.

Justin shook his head with an exasperated look at how neat his mom's room was, the bed made without a wrinkle to be seen, nothing laying anywhere on the off white deep pile carpet, and only a few pictures Lana, May, and himself sitting atop her dresser. To Justin it looked more like a hotel room that had never been lived in, a complete one eighty from the cluttered, lived in mess that persisted until his dad had started one to many affairs and his mom had kicked him out.

He turned and shut the door while wondering where his mother could be, the last piece of cantaloupe disappearing before he returned downstairs. He walked into the kitchen to toss the empty Tupperware bowl into the sink and glanced out over the back yard, a bright red beach towel draped over one of the loungers.

"Ah," Justin said with a smile and turned to hurry back to the living room and over to the sliding glass doors. The moment he stepped back out in the bright sunlight and oppressive humidity he froze in shock.

The back yard was just as immaculate his as his mom's bedroom, the pool a crystal clear blue with a half dozen white loungers arranged artfully around the deck, the shrubs and rose bushes not daring to offend by sending out an errant branch. But what froze him in place was the sight of his mom laying on a blanket beneath the shade of an oak with her best friend lying on top of her, both women completely naked with their heads buried between each other's thighs.

Justin had a perfect view of Ali's ass and back covered in a sheen of sweat. He couldn't see between Ali's thighs since the top of his mom's head happened to be blocking the view, but he could see Ali's puckered rosebud that was contracting repeatedly while his mom's hands held Ali's cheeks spread apart. Both's women's heads were in constant motion and with the sliding patio door open he could hear the loud moans of pleasure that neither was trying to contain.

Justin stared in shock, eyes wide and watched one of his mom's fingertips tracing over Ali's asshole, the petite Asian's body jerking and pushing back against the soft caress.

"Mom!" Justin exclaimed when he finally unfroze, "What the fuck!"

"Wha..!" Justin's mom said in shock, "Oh, my god! Justin!"

"Justin?" Ali said in surprise, her head pulling back from between Susan's thighs and quickly rolled to the side after glancing behind her to see him standing in the door.

"What are you doing home!" Susan exclaimed at the same time as Justin yelled, "Mom, what the hell!"

Susan scrambled to sit up and use the towel she had just been laying on to cover her nakedness.

"Jesus Christ, mom!" Justin exclaimed again and then turned to storm into the house.

Both women sat in stunned silence until Ali burst out laughing.

"Oh, shut up!" Susan snapped.

"That... was awkward," Ali said while still laughing as she leaned back in the grass, her hands supporting her without ever bothering to try to cover herself.

"Shut up, Ali!" Susan shot back, her face a bright red before she suddenly started giggling, "He never said anything about coming home for the weekend!"

"Yea, well, he's in college, he probably wanted to eat something besides pizza or Raman and get his laundry done," Ali replied and then leaned towards Susan, "And I want to finish what I was eating!"

"No!" Susan gasped and quickly stood up using the beach towel to wrap around her body.

"Please?" Ali begged and licked her lips while slowly and intentionally spreading her legs apart to display herself to Susan, "I can still taste you and you were soooo close, you still need to finish so I can lick you clean."

Susan gave a soft moan and bit her lower lip while staring into Ali's green eyes.

"Ali, I have to go talk to Justin!" Susan protested, "I have to try to make him understand!"

"Susan, he's in college, he's a big boy, I'm sure he's heard of lesbians," Ali replied and reached down to slip her fingers slowly through her puffy, swollen inner lips while looking up, "I bet you he's even watched a few lesbian porn videos online while jerking off."

Ali bit her lip and used a fingertip to stroke around the mouth of her vulva to lubricate the pad before beginning to circle her clit, her eyes never leaving Susan's.

"That... is not a mental picture I ever wanted to have!" Susan said with a glare, "I have to go talk to him."

"Well, hurry back," Ali said and reached down to pull and tug her inner lips before slipping two fingers inside of herself and then returning to circling her clit.

Susan gave another soft moan, her thighs squeezing together while she worried at her lower lip.

"You are a bitch," Susan said breathlessly and then turned to go back inside the house.

Ali sighed, her fingers still toying with her labia and clit while she watched Susan close the sliding glass patio doors and then stood up from the grass to lay on one of the loungers without ever bothering to get dressed. She closed her eyes, the sun soaking into her skin, the soles of her feet pressed together while she continued to play with and spread the nectar from her arousal around her puffy, aroused inner lips and clit.

Justin had stormed inside and then up to his room, his mind in a turmoil and stomach clenching painfully. He could still picture Ali's body, her small, conical breasts tipped with dark read areola and small strip of dark black hair between her thighs when she had rolled to the side, but what had Justin even more conflicted was the view of his mother laying back on the beach towel, her legs still parted with her mound and inner thighs still glistening wet.

He had never thought of his mother in a sexual way. There had been the times his friends in high school had informed him that she was a MILF, that they found her hot, but it had always something he had just dismissed out of hand.

Until now.

Even while still picturing Ali's body, he could easily see his mom's full, D cup pendulous breasts, dark areola and large marble like nipples. He shook his head at the remembered glimpse between her thighs below the patch of sandy blond hair of her bush, the dark opening of her vulva and long inner lips still parted from Ali's attentions, the dark caramel skin glazed with her arousal.

Justen slammed the door to his room behind him and reached down the front of his pants to adjust his hard cock while hating himself for even having an erection. He couldn't understand why his mom would be having sex with another woman, couldn't believe that they were making love out in the backyard in the open, and was almost sick to his stomach that he found his own mom exciting enough to have gotten an erection.

Justen stormed over to his window and glared out, Ali still naked but now lying on one of the loungers. Intentional or not, Ali had chosen one of the loungers that faced his window so that Justin licked his lips while looking down at her. Ali had her sunglasses on now, her hands clasped above her head, but what instantly drew his eye was the way she had the soles of both of her feet pressed together so that her legs formed a diamond. Even from the second floor he could make out the trimmed black hair of her bush as well as the crease of her sex without being able to make out details.

"Fuuuu..." Justin moaned and reached down to rub the swell of his cock through his jeans.

Justin swallowed, his eyes never leaving Ali's parted thighs and after a few firm rubs over his cock his fingers unzipped his jeans to reach inside. Justin fished around until her managed to slip his dick out of his boxers, his hand squeezing himself while still watching Ali avidly. She brought a hand up to shade her eyes even with her sunglasses, Justin's hand stroking up and down his length while he watched her. He jerked in surprise when she smiled and waved at him.

"Shit!" he exclaimed when he realized that she could see him standing in his window staring at him.

"Justin?" Susan asked after knocking softly and then walked into his room.

"Jesus Christ, mom!" Justin exclaimed in shock and spun around to see her stepping into his room.

"Justin we need to ta..." Susan began and then froze at the sight of her son with his dick in his hand before he suddenly let go to cup himself beneath both of his hands.

"Mom! Get out!" Justin yelled.

Susan froze just as solidly in place as what Justin had been frozen only minutes before. Even with both of his hands hiding himself, she could see the tip of his glans jutting above, the smooth flesh along the bottom of his head divided in two equal halves, his slit weeping precum and making his skin slick and wet.

Susan pulled her eyes away from his crotch to glare at him and then quickly walked over to his window to glance outside, Ali still shielding her eyes with one hand and waving at Susan the moment she saw her.

"Mom, would you please get out!" Justin yelled.

Susan turned around, suddenly very aware that the only thing that she had on was a towel wrapped tightly around herself. Something that never would have garnered a glance or a comment in the years Justin had lived at home now seemed entirely inappropriate as she glanced down at Justin's hands still trying in vain to cover himself.

"We... we need to talk," Susan stammered, her eyes never leaving the view of Justin's glans poking up above his cupped hands.

"Get out!" Justin demanded.

With a final lingering glance at Justin's glans that had a large, clear drop of liquid beaded at the tip Susan turned and nearly ran out of his room to slam the door behind her. She leaned back against the it and closed her eyes, her heart hammering in her chest. Justin's father had been an asshole with so many affairs that Susan couldn't even begin to make a guess at how many, but he had also been an amazing lover able to please her again and again every time they had made love. The glimpse of Justin's glans made Susan recall all the many times she had spent using her open mouth and tongue on just her ex-husbands glans while he had his head between her thighs, made her remember just how long it had been since a man had been inside of her body. She felt her sheath squeeze at the thought of being stretched open, a soft moan escaping her at the remembered glimpse of the drop of Justin's precum beading the tip of his head. Ali hadn't lied when she had said Susan had been close, so close that Susan could feel the throbbing ache in her clit and the way her sheath squeezed at just the thought of the tip of Justin's glans beaded with a drop of precum where it had poked up above his hands.

"Shit!" Susan exclaimed at the revolting, stomach churning realization of how wet, of just how aroused seeing her son's cock had made her and pushed away from the door.

She stumbled forward to head downstairs, her head spinning so much that she wasn't even sure where she was planning on going when suddenly Ali appeared at the foot of the stairs still without having bothered to put on any clothes.

"Sue?" Ali asked in concern when she saw Susan's expression, "What happened!"

Susan glanced up in surprise and then covered her mouth with her hand, her face a bright red and tears starting to form in her eyes.

"Sue!" Ali said in alarm and hurried up to embrace her before Susan reached the ground floor, "What did he say to you!"

"He didn't say anything," Susan replied with a shake of her head, "It's nothing like that at all. I... walked in..."

"You walked in.... what?" Ali pressed and reached up to tilt Susan's chin so that she could look up at her.

With their normal height difference and Susan standing one step above Ali she had to tilt her head far back to look up.

"I knocked!" Susan insisted, "I knocked, but when I came into his room to talk to him he was at his window looking at you and he had..."

"I saw him looking," Ali admitted, "And then I saw you, but what did he have?"

"He had his... penis in his hands," Susan replied after a moment.

Ali's eyes widened and she smiled broadly while still staring up at her friend.

"You mean he was jerking off?" Ali asked with a smirk, "To me?"

"Yes!" Susan exclaimed.

"Is he thick?" Ali asked breathlessly, "Is he nice and long and big?"

"Ali, he's my son!" Susan shot back.

"I know!" Ali said with an ear to ear grin, "Who better to ask if he's nice and long and thick!"

"I can't even!" Susan said, her voice raising in her anger as she pulled away and stormed past Ali and into the living room.

Ali's eyes widened in hurt and surprise and after a moment followed Susan down. Susan stomped over to the L shaped divan before throwing herself down in a huff, barely looking up to glare at Ali when she came over.

"Why is this bothering you so much?" Ali asked softly as she sat on the couch next to Susan.

"Because Ali, he's my son!" Susan shot back.

"And?" Ali asked softly, "How many times did you complain to me that the little shit was hiding his nasty, crusty shocks at the bottom of the hamper or all over his bedroom for you to find days or weeks later? It's not like you didn't know what he was doing to fill those socks up!"

Susan glared at Ali for a moment before looking away, her arms crossed tightly in front of her chest. Ali reached down to take one of Susan's feet in her hands, Susan resisting for a moment before Ali pulled it up to place on her bare stomach and begin kneading Susan's instep.

"Tell me exactly what happened," Ali said after a minute of massaging Susan's foot.

Susan took a deep sigh unaware of the way her towel had parted to expose her stomach and the swell of her mound, Ali glancing at her cleft while she continued her massage.

"I knocked and walking in," Susan replied, her eyes closed while she enjoyed Ali's expert attention, "Just like I've done... god... hundreds of times before."

"And?" Ali prompted when Susan trailed off without continuing.

"He was at his window looking out," Susan said softly, "When he turned..."

"He still had his jeans on?" Ali prompted.

"Umm hmm," Susan replied and pulled her left foot out of Ali's hands before letting Ali claim her right foot, her legs parting when she placed her left foot on the ground.

Ali glanced from Susan's mound, her moisture coating her inner labia where her lips were just peeking from between her cleft and up to Susan's face, understanding suddenly beginning to stir.

"Did he have his pants pulled down in front?" Ali asked softly while massaging Susan's right foot, Ali's hands guiding Susan's legs to spread her friend open.

Susan shook her head no without saying a word, her breathing slowing and becoming deeper as Ali moved from massaging Susan's instep to each of her toes.

"What was he doing?" Ali asked softly.

"He... had himself out through the front of his pants," Susan confessed.

Ali guessed that was probably when she had caught a glimpse of Justin standing at his window staring down at her, her stomach fluttering at the thought of him stroking his hard dick while staring at Susan's slit that had a growing drop of liquid beaded at her lower lip next to her perineum.

"Was his hand moving?" Ali asked softly when it became obvious that Susan wasn't or couldn't continue on her own.

Her head gave a jerky nod while she bit at her lower lip, her eyes still closed.

"He's... he's bigger than Dan," Susan said softly, "Thicker."

Ali ignored Susan's reference to her ex-husband while taking it in turns to hold Susan's foot in one hand while running fingernails up and down Susan's calf before resuming massaging her instep and toes.

"Then what?" Ali asked, her fingernails running slowly up the ack of Susan's calf to her knee and back.

"He covered himself up with his hands," Susan replied with a sigh, "I could see him though."

"See him?" Ali pressed, "How?"

"He had both his hands covering himself," Susan continued in barely a whisper, "But... he still poked up past his hands."

Ali leaned forward to allow her fingernails to graze lightly over the inside of Susan's thigh and then all the way back to the sole of her foot before repeating, each time she leaned forward going a little higher.

"And?" Ali whispered.

Susan gave a low moan, her legs spreading a little wider as Ali's fingernails reached the swell of her mound.

"What then?" Ali repeated.

"He was wet," Susan added, "I could see a drop of liquid at his tip, just a drop right at his tip where the sun reflecting in it."

"He was dipping precum," Ali said breathless and then glanced at upstairs railing when she caught a glimpse of movement.

After Justin had yelled at his mom she had turned and ran from his room, his door shutting hard enough to make the pictures that were still hanging on the wall jump. He stood panting, his hands still cupped over his raging boner for another moment before hurrying over to look at the window.

"Shit!" Justin exclaimed when he saw Ali missing and leaned forward to press his forehead against his window to see if maybe she was closer to the house.

Justin stood back up, his erection still jutting out before him, his hand dropping to begin stroking up and down his length without even thinking about it. Justin watched for a moment still hoping to catch another glimpse of Ali, his mind picturing the way her legs had been spread in a diamond, her cleft and even the dark circle of her vulva displayed for him. He couldn't believe his mom had caught him jerking off, something that had never happened when he had still lived at home, and then instead of Ali, he pictured his mother laying back on the towel in the back yard, her inner thighs, mound and inner lips glazed and wet.

Justin moaned, his hand moving faster, his thumb slipping over his tip to smear the precum that was flowing from him over his glans. He tried to keep picturing Ali, but images of his mother, her D cup breasts so much larger than Ali's, her cunt still glistening from Ali licking her and moaned louder.

Justin could feel the pressure quickly building as he thought of his mother's wet inner lips. He wondered what his mother smelled like... what she tasted like and envied Ali all the more for having got to sample that forbidden fruit.

"Shit!" Justin exclaimed just before he gave himself the release his body was craving and stepped back from the window.

"Fuck!" Justin panted, "What the fuck am I doing!"

He stumbled back while trying vainly to stuff his still erect cock back into his pants. The back of his knees struck his bed and he fell backwards without even trying to catch himself.

"You are fucking sick, dude!" Justin exclaimed while shaking his head, "No fucking way you can think about..."

Justin couldn't even bring himself to say 'mom' and refused to reach down to touch himself. He lay on the bed trying to think about his upcoming finals, the hike he was planning for next weekend, and the field work that he kept pushing off for his anthropology class.

Anything but his mother laying naked on a blanket in the back yard, her pussy wet from their next door neighbor going down on her.

"Damnit!" Justin gasped, his erection which had began to let up springing back to attention the moment he let his mind strayed to Ali and his mom making love in the back yard.

He glanced down at himself, his erection just as hard as ever but now with a snail trail of liquid from the tip of his glans down to his crotch where he was still weeping precum.

Justin lifted his hips and shoved his erection back inside his jeans and boxers, wedging his length up against his stomach so that the elastic of his boxers held him in place. He angrily yanked his zipper up and got up off his bed. He'd have to find his mom and apology for what she had caught him doing, his face heating at the embarrassing thought of not only admitting that he had been jerking of, but also jerking off to their neighbor that they had known since he was just a kid.

He shoved what he had caught Ali and his mom doing out of his mind while focusing on the apology. He checked himself to make sure his erection was still contained as best he could and then headed for the door. Justin opened his door and stepped out, Ali's voice saying 'What then?' carrying from the living room.

Justin froze, remembering Ali laying naked in the back yard next to his mother and then waving up at him from the chaser. He took a deep breath and eased towards the railing just as he heard Ali say 'He was dripping precum'.

Ali was still naked sitting on the couch, his mom laying back with her towel open to expose her stomach and mound. Justin stared at his mother, her eyes closed and a foot resting in one of Ali's hands, Ali's fingers from her other hand slowly stroking up and down the inside of his mom's leg and even reaching as high as the swell of her mound. Ali looked up when Justin reached the railing, their eyes meeting and a smile playing over her lips.

"It made you wet looking at your son's cock leaking precum, didn't it," Ali said a little louder to make sure Justin could hear.

Susan moaned, her body jerking and back arching when Ali traced a fingertip between her wet outer lips. Ali pulled her hand away slowly, Justin able to see the clear thread that connected his mom's body and Ali's finger.

"It makes you wet thinking about your son's hard dick right now, doesn't it," Ali said and then brought her wet finger to her lips to suck while staring up at Justin.

"Ali... don't..." Susan whimpered, her body writhing beneath Ali's touch.

"Why not?" Ali asked, "Look how wet you are."

Ali reached between Susan's legs using two fingers now to stroke up and down between her wet folds. Susan's back arched as she let out a loud moan, Ali's fingers gliding easily into her body. Justin bit his lip hard, his erection throbbing painfully in his pants while he watched Ali's fingers fucking his mom, plunging slowly in and out before Ali pulled them out to suck clean.

"You liked looking at your son's hard cock, didn't you," Ali said, her fingers finding Susan's gaping hole and slipping back in.

Susan gasped and moaned, her back lifting up off the couch while she moved her hips in time with Ali's fingers.

"You liked looking at your son's hard cock," Ali repeated, "Say it."

"Oh, god, Ali," Susan moaned, her hips thrusting and forcing Ali's fingers deeper into her body, "Yes!"

"Yes what?" Ali demanded while staring up at Justin, "Tell me!"

"I liked looking at Justin's cock!" Susan gasped.

"Was he bigger than Dan?" Ali asked while still staring up, Justin jerking in shock at the mention of his dad.

"Ohhh, fuck.... yes!" Susan moaned.

"And longer?" Ali asked.

"Yes!" Susan moaned, "He was sooo much longer than Dan! So much harder than Dan!"

'Show me' Ali mouthed without making a sound while she looked up at Justin, 'Show me your dick.'

Justin swallowed while he stared down at the couch, Ali now fingering herself while she continued to finger Susan, the towel that had been wrapped around his mom falling away to reveal her breasts.

"You want to watch Justin jerk his nice, hard dick, don't you," Ali said aloud while staring up at Justin.

"Oh, god, yes!" Susan moaned, her hands lifting to tangle in and pull at her hair.

"You want to see him cum, don't you," Ali gasped, "You want to see him shoot all his warm cum all over your tits, don't you!"

"Yes! Yes! Yes!" Susan cried out.

Ali was still looking up intently at Justin when she pulled her fingers out of Susan again, Justin involuntarily reaching down to rub his crotch at the clear threads of liquid that clung for a moment from Ali's fingers to his mother's crotch. Ali smiled and bit her lip before slipping the two fingers into her mouth to suck clean and then gestured to Justin to come downstairs.

'No!' Justin mouthed, his eyes widening in alarm while he shook his head.

Ali brought her hand down between Susan's thighs again but now palm up, her fingers easily gliding into Susan's body. Susan's back arched off the couch with whatever Ali was doing inside of her, her moans quickly growing louder.

"He's watching us," Ali said out loud, Justin and Susan both jerking in shock, "He's watching me fuck you with my fingers and lick your juice off them, and he's been rubbing his cock too. I can see how big he is from here."

Justin realized that he still had his hand on the front of his jeans rubbing his erection, his face a bright red.

"Justin, get down here," Ali demanded while Susan gasped and tried to look back over her shoulder to see him at the railing.

Justin hesitated, his eyes drawn to both of Ali's hands, one between her own thighs and one between his mothers.

"Get down here!" Ali demanded in a voice he remembered from years before when he had misbehaved, "Now, Justin!"

Justin found himself moving even before he had completely processed what Ali had demanded.

"Ali, no!" Susan cried out but without trying to pull Ali's fingers from inside her body.

"Hush," Ali replied and used her thumb on Susan's clit while her fingers were pulling upward inside of Susan's body.

"Oh! Just like that!" Susan gasped just as Justin came down to the first floor.

He froze while watching Ali's hand that was vigorously pleasuring his mother, Ali glancing over at him to see him standing, eyes wide.

"Well, get over here right now, young man!" Ali demanded.

Justin jerked in surprise and pulled his eyes away from Ali's hand to stare at her and then quickly walked over to the couch.

"Do you like watching me finger your mother?" Ali asked and then slipped her fingers out of Susan to suck clean before slowly and deliberately slipping them back inside of her, Justin's eyes focused like a laser on Ali's every movement, "Justin, answer me! Do you like watching my fingers inside of Susan?"

Justin found himself panting, his eyes jumping from Ali's eyes to her hand, palm up and covered in his mother's juice. Ali watched him intently, her fingers moving and rapidly pulling upward inside of his mother, Justin's eyes flickering rapidly from Ali's eyes down to what she was doing to his mother and then back to Ali's eyes.

"Justin!" Ali snapped.

"Yes!" Justin said, Susan giving a loud moan, her fingers still pulling at her hair.

Justin looked over to see his mom watching him, her back arching off the couch while she bit her lip painfully hard.

"Susan likes looking at your dick too, Justin, you heard her yourself," Ali said with a wide smile, "Take your pants off!"

"What?" Justin asked in shock, his head snapping back to look at Ali.

"Don't make me keep repeating myself, Justin!" Ali shot back angrily, "Take your jeans and boxers off! Right now!"

Justin glanced at his mother who was staring back at him while she panted and gave him a tiny, jerky nod.

"My shoes..." Justin said when he looked back at Ali.

"What did I say, did I ask about your shoes!" Ali snapped, "Take your jeans and boxers off now!"

Justin gave a jump and then quickly toed out of his shoes, his eyes returning to what Ali's fingers were doing inside his mother. Ali seemed to know he was watching and quickly inserted a third finger to stretch his mother's vulva open, her thumb rubbing against Susan's clit while her hips rose up in time with Ali's pulling. Susan's loud moans filled the living room without her even trying to control herself. Without ever looking away from Ali's fingers Justin unbuttoned his jeans and then in a single motion pushed both his jeans and boxers down his hips.

"Oh my," Ali said when she saw Justin's cock spring free, "He does have a nice cock, doesn't he Susan.

"Look how hard he is watching me finger you, Susan, watching his mother get fingered by her lesbian lover!"

Susan and Justin moaned in unison, Susan looking down at her son's cock just as intently, just as avidly as he was gazing at his mother's wet pussy. Justin kicked his jeans and boxers off his feet and without even thinking reached down to grab his cock.

"Don't you dare!" Ali declared, Justin jumping in shock when she smacked his hand away from his erection, "You don't get to touch your dick in front of your own mother! Jerking off while your mom watches! How disgusting and perverted is that!"

"Wh... what?" Justin gasped, his dick jumping in time with his heartbeat and aching more than he had ever experienced.

"Look at how wet his head is!" Ali said much less severely while she looked at Susan, "His poor dick leaking so much precum, isn't his nice, long, thick cock beautiful, Susan?"

"Yes," Susan gasped, Ali's fingers still jerking up into her G spot while her thumb circled Susan's clit, "Oh, my god, his dick is so much better than Dan's!"

"You hear that, Justin?" Ali said and then shocked Justin by leaning forward to take his glans in her mouth to suck on for a moment, "Your mother likes your nice dick more than she liked your dad's dick!"

"Ahh, shit!" Justin gasped at the feel of Ali's warm mouth enveloping his glans.

"He tastes good too, Susan," Ali said while she looked at Susan, "Do you want to watch me suck your son's cock? Do you want to see if I can get him to cum in my mouth?"

"Oh, god, yes, Ali, suck him, make him cum!" Susan moaned.

Justin's eyes bulged and before he could say or do anything Ali leaned forward to take him back in her mouth. Instead of only sucking on his glans Ali reached around with her free hand to grab his bare ass and pull him towards her, his dick pressing deep until he could feel himself against the back of her throat. She made a choking, gagging sound, but still pulled Justin towards her, forcing his length deeper into her throat.

"Oh, Ali!" Susan moaned, Ali temporarily forgetting her fingers still inside of her friend.

Ali suddenly retched and pulled Justin all the way out of her mouth, saliva dripping off her chin while she first grinned up at him and then over to look into Susan's eyes. Ali coughed for a moment and then turned her head back to suckle on Justin's glans before pulling him out with a pop.

"You like watching me suck on your son's dick, don't you Susan," Ali said and then used one hand to stroke Justin's length while her mouth slipped up and down his shaft at the same time and her other hand pulled upward inside of Susan in the same rhythm.

"Does it feel good, baby?" Susan moaned, her eyes fixated on Ali's mouth slipping up and down Justin's wet shaft, "Do you like Ali sucking you?"

"Ohhh, mom, shit!" Justin exclaimed and took the back of Ali's head in his hands.

Ali pulled Justin's dick out of her mouth and glared up at him.

"Answer your mother, young man!" Ali snapped, "Does it feel good having your dick in my mouth?"

"Yes!" Justin gasped and tried to pull Ali's head forward for her to take him back in her mouth.

"Tell her!" Ali snapped, "Tell her how good my mouth feels!"

"Ali's... if feels really good having my dick in Ali's mouth, mom!" Justin blurted.

"Her fingers feel so good too, baby," Susan moaned while she thrust her hips in time with Ali's fingers, "Ohhh, if feels sooo good, baby! She knows exactly where my G spot is inside of me!"

Ali smiled at them both and then allowed Justin to pull her head forward, even letting him start thrusting into her mouth at his own pace. Ali moaned louder without any other protest when he forced his cock into the back of her throat, saliva quickly covering her lips and chin. While Justin fucked her face Ali kept using her fingers inside of Susan, pulling upward into Susan's G spot ever time Justin shoved his dick down her throat. Instead of trying to be quiet, Ali was as vocal as she could be with a dick slipping down her throat making a loud 'Ungh! Ungh! Ungh!" sound and intentionally drooling saliva to drip off her chin.

"Ali, you look so hot!" Susan moaned.

Suddenly Ali placed her hand on Justin's stomach and pushed him back. He let go of her head and pulled his wet, glistening dick out of her mouth while she looked up at him.

"Wait..." Ali gasped and then pulled her fingers out of Susan's body.

Ali stood up and completely shocked Justin by rubbing her wet, slippery fingers on his upper lip to smear his mother's juice below his nose. He breathed in his mom's aroma, a strong, musky smell with a hint of shellfish a moment before Ali shoved her fingers in his mouth.

"Look at your son, Susan," Ali demanded, her fingers twisting and plunging in Justin's mouth as his mother's musky flavor with a coppery bite covered his tongue, "Your son is tasting your pussy and I think he loves it!"

Ali pulled her fingers out of Justin's mouth and then leaned into give him a quick peck on the lips before quickly sitting back on the couch. She took one of Susan's legs, guiding it as she climbed between Susan's thighs. It took a moment for Justin to even understand what Ali had in mind until the two women's legs were scissored together, Ali lowering herself down to press her pussy down against his mother's gaping slit.

"Yessss," Ali moaned, her hips moving and thrusting in time with Susan's hips, the two women's mounds and lower stomachs quickly coated in their nectar.

Justin was momentarily forgotten, his eyes traveling from the intimate kiss the two women's bodies were sharing to his mother's breasts that were rocking in time with their movements.

"Come here, Justin," Ali gasped after a minute, "Get closer!"

Justin took a step closer to the couch while still watching his mother's breasts bouncing and moving with the motion of Ali's body, their pussies pressed together while they moved in opposite rhythms. He looked up to see his mother's eyes focused not on him, not on his eyes, but on his wet cock that was still thrust out in front of him.

"Shit, Sue!" Ali gasped, her body covered in a sheen of sweat, "Feed me! Feed me your son's hard dick!"

"What?" Susan said after looking away from Justin's dick.

"Grab his cock and shove it down my throat!" Ali gasped.

Susan glanced from Ali's flushed face to Justin's cock and then up to meet Justin's eyes.

"You can..." Justin said hopefully, "If you want to..."

"Grab his dick, Sue!" Ali insisted, "Feed me your son's cock! I want to taste his precum on my tongue again!"

Susan reached up almost hesitantly until her fingers touched Justin's shaft. Both he and Susan moaned together, Susan's fingers slipping around his girth before squeezing him and stroking up and down, his soft skin gliding over his rock hard core. Justin watched his mother's hand move up and down his shaft while he panted, his hips giving small involuntary thrusts forward each time his mother stroked down his length. He wanted to tell her how good it felt, how hot it was to watch her stroking him, but couldn't bring himself to say the words. His eyes strayed from his mother's hand to her eyes still watching his dick intently while she bit at her lower lip and realized that she seemed to like it as much as he did.

"Feed me his cock, Sue!" Ali demanded while still pressing her open, gaping vulva against Susan's and thrusting her hips for the two women to slip and glide against each other.

Susan's hand was suddenly pulling Justin forward, guiding him and bending his hard length to the side until he was inches from Ali's flushed face. Instead of leaning forward she only opened her mouth, her lips even with his tip and his mother's hands still wrapped around his shaft.

"Shove your son's dick down my throat!" Ali demanded, Susan pulling on Justin a little more until he took a stumbling step forward so that she could caress his glans over Ali's nose, cheeks and lips.

"Ohhh, damn, mom!" Justin exclaimed, Ali glancing up to catch his eyes and then sticking out her tongue.

Susan kept running Justin's glans over Ali's face but now used her tongue and even guided Justin inside of Ali's mouth to catch and stretch at her cheek as she pulled him to the side. Justin found himself thrusting his hips to press his glans harder against Ali's soft skin, Susan still guiding him slowly and deliberately over every inch of Ali's face. Justin could only stare as Ali's face was smeared with his precum until Ali finally pulled away.

"God damnit!" Ali blurted, "Quite teasing and fuck my throat with his dick, Sue!"

Ali leaned forward until her lips were just brushing across Justin's glans, her breath making him shiver in pleasure while his mother squeezed his shaft. Susan pulled him forward, his dick slipping into Ali's mouth until he felt himself pressed against the back of her throat, Ali's lips touching Susan's fingers still wrapped around his girth. Susan began to stroke up and down Justin's dick, Ali's lips staying in contact with her fingers so he was slipping in and out of her mouth, his glans pressing against the back of her throat each time she took him all the way in.

Justin reached out to take the back of Ali's head, her eyes watering and tears streaming down her cheeks as she looked up at him, his hand pulling her head forward, his dick pressing deep down her throat with his mother holding his cock in her hand. Ali's lips remained pressed against Susan's fingers as his dick plunged in and out of her mouth, Susan squeezing his shaft hard every time he bottomed out in the back of Ali's throat.

"Are you going to cum, baby?" Susan asked after a minute, Justin's hips thrusting in time with Ali's bobbing head to press even deeper down her throat with Ali gagging and drooling saliva.

"Fu... Mom... I'm so close," Justin moaned, his mother reaching out with her other hand to cup and gently squeeze his balls, "Ohhh, shit, mom! Do that! Just... like that!"

Susan grinned up at what her son had started to say, the absurdity of him not wanting to curse in front of her while she had her hand wrapped around his cock while she looked up at her best friend giving him an amazing, sloppy wet blowjob not lost on her.

Ali couldn't say anything as she gagged on Justin's length that he repeatedly pressed into the back of her throat, saliva now covering her chest, breasts and stomach from where she purposefully let it run out of her mouth and off her chin. If she had any complaints it didn't show, her body still rocking against Susan's, their pussies still pressed hard together.

"Mom, I'm gonna....!" Justin suddenly cried out and then held his breath, the pleasure surging through him building as he kept thrusting down Ali's throat, trying to hold back until he couldn't stop the inevitable a moment longer.

"Unnnggghhh!" Justin cried out, his body stiffening with the first spurt of his seed into Ali's willing mouth.

As soon as she tasted him filling her mouth she pulled away and reached up to take his saliva covered dick in her hand. His second spurt covered one of her eyes and nose, but she quickly angled Justin down towards his mother.

"Ali!" Susan protested, but Justin felt his pleasure surge again when he realized what Ali intended.

A spurt just as strong, just as pleasurable as his first jet shot out of his tip, his white cum arching down to land on his mother's breasts while she stared up in shock. Ali quickly angled his dick upward so that his next shot spattered on his mother's shocked face with some even managing to land inside her open mouth. His final remaining spurts only managed to land on his mother's stomach, her eyes still wide in shock with his sperm covering her nose and chin, her tongue flicking out to lick his cream from her lips.

"That is sooo hot!" Ali exclaimed and quickly leaned forward to suck the long rope of cum hanging from the tip of Justin's glans with a slurp before pulling him back out, "Justin just came on your face and tits! Your son just came all over you and now you're licking his seed too!"

Susan's tongue had been licking at the edge of her mouth where Justin's cum was running down her cheek and jerked in shock at Ali's accusation. Without hesitating Ali reached down to scoop Justin's cum up from where it was pooled on Susan's stomach after slipping down her breasts and just as she had shoved her fingers in Justn's mouth, now shoved them into Susan's. Justin stumbled back, his legs shaking while staring at his mother and Ali. He watched his mother with her eyes closed and giving a long, low moan while she sucked on Ali's fingers, both women suddenly remembering the intimate kiss their bodies were locked in and staring to move and grind together again.

Ali used her fingers to scrap Justin's cum from her own face so that she could lick them clean and then reached down to place her hands on each side of Susan's stomach. Justin was all but forgotten as the women ground their bodies together, their moans growing louder as the speed of their rhythm increased.

"Ohhhhh, I'm cumming!" Ali cried out a few minutes later, Susan's body arching up off the couch while she gripped Ali's arms to pull them tighter together.

Justin had been standing transfixed as he watched his mother and Ali make love, both women's skin covered in sweat, their nipples hard points affixed to their breasts that were so dissimilar and yet equally beautiful. Justin was amazed to see the moment hismother came, her body stiffening, her eyes tightly closed while she pulled Ali down to press their bodies together. Susan jerked several times, her face scrunched up as she cried out, her hips thrusting upward with enough force to lift Ali from the couch until she finally collapsed. The moment both women had climaxed with Ali laying on top of Susan who wrapped the much smaller Asian woman in her arms, as soon as they began kissing, their tongues slipping into each other's mouth's Justin realized what had happened, what he had just done with his mother and took a quick step backward.

"Where do you think you're going, young man!" Ali demanded when Justin turned and began to hurry towards the stairs and up to his room.

"Ali... maybe..." Susan began hesitantly.

"Oh no!" Ali shot back and glared at first Justin who had frozen in place to look back at her and then down at Susan, "There is no way I'm letting either one of you go run off and sulk to convince yourselves this was a bad thing!

"Justin, get over here and sit down!"

Ali untangled her legs from Susan's and then scooted over on the couch to make room for Justin, Susan sitting up and looking everywhere but at Justin as he slowly came back over.

"Sit!" Ali demanded and patted the spot between herself and Susan.

Justin gave an almost apologetic look to his mother, his hands once more covering his cock and sat between them.

"Hands up!" Ali demanded, Justin glancing at her in confusion until she tugged at the bottom of his shirt.

He raised his hands, Ali pulling his polo shirt up over his head before tossing it aside and then reaching over to run her palm over his chest.

"Much better," Ali purred and placed her left leg over Justin's right, her fingers caressing the inside of his thigh while he sat stiff and uncomfortable with his thighs pressed against Ali and his mother.

With her other hand Ali trailed two fingers slowly over her inner lips, the fingertips coming away with a thick, clear glaze while trailing a long thread still attached to her inner lips.

"Taste," Ali demanded and brought her fingers up to Justin's mouth.

He parted his lips without any thought, Ali slipping her fingers into his mouth. He moaned at the musky, coppery, seashells and oysters taste, Ali smiling while she stroked the inside of his thigh.

"See how much he likes our taste, Susan," Ali purred, "Just as much as you liked the taste of his cum."

Justin glanced over at the sound of his mother's moan, her eyes focused on Ali's fingers still twisting and plunging in and out of his mouth.

"Put your leg over his, Sue," Ali said.

Ali pulled her fingers out of her mouth to run up and down between her damp inner lips, Susan hesitating while she bit and worried at her lower lip before finally complying. She draped her leg over Justin's who gave a moan of his own, his hands reaching out to stroke both women's thighs.

"There's nothing wrong with making each other happy," Ali sighed and brought her fingers up to suck clean before reaching back down, "Making each other feel good.

"Isn't that what you want?"

Ali brought her fingers back up to Justin's lips to smear the thick, clear glaze that coated them over his upper lip before slipping them back into his mouth. Justin moaned as he breathed in both women's aroma and sucked on Ali's fingers. He glanced down to watch his mother's hand reach down to begin stroking her fingers between her own damp inner lips.

"Let him taste you," Ali said breathlessly and pulled her fingers out of Justin's mouth to return to her pussy.

"Ali..." Susan whispered, Justin's eyes watching intently as she slipped three fingers into her vulva, her body stretching and accepting them as they glided deep into her, "This... we can't..."

"We can," Ali insisted and brought her fingers up to suck clean, eyes focused on Susan, "I know you want to.

"Let Justin taste his mother."

Susan moaned, her eyes going from Ali to Justin who was watching her fingers move and glide in and out of her vulva. After a moment he glanced up to catch her eye, his tongue licking at his upper lip.

"Do you want to taste me?" Susan asked softly, her voice husky with her need as she continued to slip her fingers in and out.

"Yea..." Justin said breathlessly and reached down to squeeze his cock.

Susan pulled her fingers out of her vulva and lifted them, a thread clinging between her fingers and her inner lips while a clear pane of liquid clung between her index and middle fingers when she spread them apart. Even her hand was wet, her juice running down her three fingers in thick threads to form a clear puddle in her palm. Justin licked his lips, his eyes focused on his mother's hand.

"Go on," Ali said, "Look how much he wants to taste your juice, feed him Sue, let him taste your pussy."

Susan glanced at Ali for a moment and then brought her fingers towards Justin who opened his mouth in anticipation. Justin moaned in pleasure, the taste of his mother's fingers stronger and more pungent after she had just pulled them out of her pussy. He sucked greedily, his tongue swirling around her fingers while his dick quickly swelled to the point he was able to begin stroking himself. Justin even surprised himself by reaching up to pull his mother's fingers from his mouth so that he could lick her palm, her smell and taste his entire focus until she pulled away to slip her fingers back in his mouth. He looked at Susan whose entire attention was focused on her fingers in his mouth so that he was surprised when Ali reached up to playfully swat at Susan's hand. Susan pulled her fingers out to quickly be replaced by Ali's glazed fingers, Justin obliging by sucking her digits clean.

"Let us do that for you," Ali said and reached out with her other hand to swat at Justin's fist squeezing and stroking his dick.

Justin let go of his cock, Ali taking over squeezing him and only occasionally stroking up and down his length, his mother and Ali both taking turns to slip their fingers inside themselves before feeding those same fingers to Justin to suck clean.

"Come on, Sue," Ali said after several minutes, Justin moaning with his mother's fingers in his mouth and Ali's hand squeezing his cock.

"I..." Susan whispered, her eyes glancing from her fingers in her son's mouth to Ali's hand squeezing and still only occasionally stroking up and down Justin's length.

Ali let got of Justin's cock, his hips thrusting up slightly when she released him. Ali smacked playfully at his erection, knocking it against his stomach and then leaned over him to reach out and grab Susan's free hand. Ali pulled gently, but without any give when Susan tried to hold back.

"Ali, I can't!" Susan protested, her voice breathless while she stared down at her son's cock.

"You already did," Ali pointed out just before Justin found both Ali and his mother's hands gripping his shaft.

He moaned louder at the feel of his mother's thumb smearing his precum over his glans, Ali's hand gripping and squeezing his shaft without stroking him at all. Justin quickly lost track of time, Ali and his mother squeezing and fondling him, taking turns smearing his precum over his glans and occasionally even tasting his lubrication and all the while both women using their fingers to masturbate, two and even three fingers thrusting into their glistening wet holes only to shove those same fingers in his mouth. He could feel the tension and pressure building in his balls and stomach, could feel his pleasure building, but both Ali and his mother seemingly intent on only teasing and edging him, denying that final release while they continuously feed him their nectar from their fingers.

"There's so much..." Susan said softly as she used a fingertip to toy with Justin's slit, his precum weeping from his tip to run down along his shaft that Ali was squeezing.

"Is he really nicer than Dan?" Ali asked intently, "Is your son's dick better than your ex's?"

"Yes," Susan whispered, her fingers making a wet squishing sound as she thrust them into herself.

"Is he longer?" Ali pressed, "Thicker?"

"Yes," Susan replied.

"Would he feel better inside of you than Dan?" Ali asked.

Justin jerked in surprise, his mother not responding while her fingertip smoothed his precum over his glans.

"Justin, do you know what your mother told me?" Ali asked.

Justin jerked again and pulled his eyes away from Susan who was staring at his cock intently and over to Ali. He tried to speak but had to clear his throat twice before simply shaking his head.

"All the times your mother and I have made love, your mother told me that the last time she made love with a man was with your father," Ali said and gave his cock and extra hard squeeze, "That the last time she's had a dick inside of her pussy was over two years ago."

"Ali, please," Susan moaned, her fingertip still circling Justin's glans.

"Please... what?" Ali asked, "Please... shut up? Or please, tell him to...."

Susan moaned out loud, her teeth biting painfully at her lower lip.

"Do you want to make your mother feel good, Justin?" Ali asked, her hand now moving up and down his shaft, "You do, don't you?"

Justin's head gave a jerky nod of agreement without him being able to say a word.

"Of course you do," Ali said with a smile, "You love your mother, and you want to make her happy, make her feel soooo good."

Justin was panting at the pleasure of Ali's hand stroking his shaft and his mother's fingertip still circling his glans and could only nod in agreement. Ali smiled and let go of Justin's cock to stand up, her hands reaching out to grab his and pull him up off the couch and into an embrace. Her short stature meant that the top of her head only came to his chin and she had to reach up to pull his head down into a kiss, her tongue slipping into his mouth that still tasted strongly of the ocean and seashells. She made no protest at his hands wandering over the smooth skin of her back, his fingernails tracing down her spin to cup and squeeze her ass, their kiss lingering for over a minute until she pulled away.

"Scoot down on the couch and lay back," Ali demanded when she turned to face Susan, Justin's hand still clasped in hers.

"Ali..." Susan said breathlessly, her fingers still thrusting inside of her vulva, "What are you doing?"

"Scootch!" Ali demanded.

Susan glanced from Ali to Justin and back and then scooted down towards the center of the couch before laying back onto the cushions. Ali smiled and pulled Justin forward while reaching down to spread Susan's leg a little wider.

"She's wet," Ali breathed, "Justin, look how wet your mother is thinking about having her son's cock inside of her."

Susan moaned and closed her eyes, her hands reaching up to pull at her hair.

"She wants you Justin, she wants to have her son's cock back inside of her body again after giving birth to you!"

"Ali!" Susan moaned desperately.

"I... I can't..." Justin protested while letting Ali guide him closer to the couch.

"Of course you can," Ali whispered and stepped around behind Justin, "You want to make your mother happy, you want to make her feel good."

Ali reached around Justin's waist to take his cock in her hands, stroking his length while using her slight weight pressing against his back to push him forward closer and closer to the couch.

"I've never..." Justin gasped.

Ali's hand froze on his dick at the same moment Susan's eyes flew open to stare at her son.

"Ali, no!" Susan said and began to close her legs, "I can't do that, I can't take that from him!"

Ali hesitated and then slipped around so that she was in front of Justin again.

"Susan's right," Ali said, Justin both relieved and intensely disappointed at the same time, "Your mother shouldn't take your V card.

"So you're going to put your nice, hard, thick dick inside my pussy, you're going to fuck me, and then you're going to give Sue what she wants... what she needs even if she can't say it out loud."

"What?" Justin gasped, Ali grabbing his cock and sitting down on the couch.

Ali leaned forward to suck hard on Justin's glans for a moment before pulling him from her mouth.

"Get on your knees," Ali demanded as she scooted her ass closer to the edge of the couch and lifted her legs and spread them apart.

Justin stared down at the view of Ali's pussy opening, her inner lips spreading apart to reveal her gaping vulva with the pink flesh within already glazed with her arousal.

"Get down here and fuck me, Justin!" Ali gasped.

Justin glanced at his mother to find her looking at his dick intently. After another glance down between Ali's thighs, her arousal leaking from her vulva to wet her perineum before he finally relented and knelt.

"Do you want to watch your son fuck me, Sue?" Ali asked hoarsely, "Do you want to watch your son lose his virginity when he sticks his dick in my pussy? Do you want to watch your baby boy become a man?"

"My god, Ali!" Susan moaned, her attention still focused like a laser on Justin's dick while she began to pick up the speed of her fingers plunging in and out of her pussy.

"Get closer, Justin," Ali moaned the moment Justin was kneeling between her legs, Justin glancing from Ali's dripping wet pussy over to his mother's with her fingers plunging rapidly in and out.

Justin shuffled forward on his knees until he was close enough for Ali to lean forward and grab his cock, her hand guiding and tugging him even close until she began to rub him up and down between her wet folds.

"Ohh, that's nice," Ali gasped as she continued to stroke Justin up and down, the tip of his glans catching and hanging against the edge of her vulva with every stroke, "I'm going to fuck your son, Sue, I'm going to take his virginity and make him a man!

"Do you want to watch your son's dick slip inside of me, Sue, do you want to see the instant he becomes a man?"

"Ali, god, Ali... just do it!" Susan moaned, her eyes still focused intensely on Justin's dick, his head now coated in Ali's arousal.

"Look at your dick, Justin!" Ali snapped when she looked up to see him watching his mother's fingers plunging in and out of her body, "I want you to watch, to see the moment you stop being a virgin!"

Justin's head jerked towards Ali, his eyes going down to her hand holding his dick while she continued to slip him up and down between her wet inner lips. Every time she reached to top of her slit she would hold him pressed against her clit while her hips thrust and moved before again slipping him up and down.

"Are you ready, Justin?" Ali moaned.

"Yea..." Justin gasped.

"Ready for what?" Ali moaned while allowing just the tip of his glans to enter her vulva before pulling him up and down to stretch the edges of her woman's mouth.

"I'm ready to..." Justin began and had to swallow and start again, "I'm ready to be inside of you."

"You mean you're ready to fuck me," Ali corrected while still using Justin's glans to toy with the edges of her vulva, "Tell me Justin!"

"I'm ready to fuck you!" Justin exclaimed.

"Watch," Ali moaned and then placed Justin's glans at her entrance and let go of his shaft.

Justin could feel Ali's wet heat on the tip of his dick, could see her pink flesh accepting just his tip and hesitated for only an instant. His hips thrust forward, three moans filling the living room, three eyes watching his shaft slip into Ali's willing flesh.

"Oh, shit!" Justin gasped and pulled out, his shaft now coated and glistening with Ali's arousal.

"You're a man now, Justin," Ali moaned while gripping her ankles in both hands to hold herself spread open, "Are you going to fuck me like a man, are you going to pound your nice, hard dick into my pussy?"

Justin's eyes never left his wet dick as he grunted and thrust back into Ali who cried out, her body rocked up onto the couch. He reached out to grab her hips and thrust again, and then again, and again, a gasp of pleasure escaping both of them every time he bottomed out inside of her.

"Ohh, fuck Sue, he's fucking me so good!" Ali cried out, "Your little boy is fucking me soooooo good!"

The living room was filled with the moans and the wet slaps of Justin's body slamming into Ali's, her hips lifting and thrusting to meet him every time. Justin could feel himself rapidly getting closer, the pressure and tautness of his balls and stomach reaching a peak while he stared down at Ali's pussy swallowing his wet dick with every single thrust.

"I'm gonna..." Justin exclaimed and then was completely shocked when Ali used her feet to push him backwards, his dick instantly slipping out of her before he tumbled to the floor, "What the hell!"

"You do not get to cum inside me!" Ali said severely while glaring down at him, "Not yet! You need to make your mother happy and fill her full of your seed first!"

Susan moaned loudly, the fingers of one hand strumming over her clit rapidly while she had three fingers from her other hand pressed and held deeply inside of her vulva.

"See!" Ali declared while standing up, "It's been so long, it's been years! She needs you to fill her full of cum!"

Ali held out her hands for Justin to take and boosted him up before shoving him bodily towards the couch.

"Hurry!" Ali insisted, her hands in the small of his back while she pressed him forward.

After being so close Justin didn't hesitate to even think before climbing onto the couch and laying down between his mother's thighs.

"Oh, god, baby," Susan moaned and wrapped her arms around him an instant before they kissed.

Justin felt Ali's hand take his cock from behind and guide him, felt his mother's hot, wet embrace when Ali pressed him into Susan's vulva and while his tongue fought Susan's he thrust forward. Justin could feel Susan's sheath squeezing his length while at the same time Ali's hand was fondling his balls and thrust harder. Mother and son moaned into each other's mouths, tongues clashing, lost to everything but the pleasure that they were giving and receiving.

"Your sons dick is inside you Sue!" Ali moaned while she cupped Justin's swaying balls, "It looks like it feels sooo good with him stretching you open!"

If Susan even heard she made no indication, her mouth latched onto her sons, her legs wrapped tightly around his waist, her hips bucking up off the couch to meet him thrust for thrust.

Justin's orgasm took him completely by surprise. After the long buildup, after tasting both women, having both of them playing with his cock, after making love with Ali and being so close, after the tightness and pressure never having slacked form the moment he had slipped from Ali's warm, wet, tight embrace and into his mother's it happened before he even realized he had begun. Justin grunted into his mother's mouth, her moan filling his and thrust forward to hold his cock deep inside of her body.

"Ohhhhh, god, Sue!" Ali cried out with his balls still in her hand, "I can feel his balls squeezing! Your little boy is filling your pussy with his cum!"

Susan moaned and hugged Justin even tighter with her arms and legs wrapped around him, her hips rolling and thrusting while he held himself inside of her and released spurt after spurt of cum into his mother. Justin tried to pull away, but his mother wouldn't let him, holding him tight, kissing him and moaning into his mouth while her hips continued to move.

"He's leaking out of your pussy!" Ali said in delight, "I can see his cum dripping out of you, Sue!"

Susan moaned louder and then they both gave a jerk at the feel of Ali's fingers slipping inside of Susan alongside of Justin's shaft. After a moment Ali pulled her fingers out and they both could hear her sucking greedily. Justin and Susan jerked again at the feel of Ali's fingers slipping back in, Susan finally stopping her kiss to pull back and smile up at Justin.

"She's licking us both off her fingers," Susan said breathlessly while smiling up at Justin, her arms and legs relaxing without letting him go.

"Kinda hot," Justin said just as breathlessly with a smile.

"Are you... ok?" Susan asked while staring up at his eyes.

"I..." Justin began and then gave a nod, "Are you?"

"You felt really good inside of me," Susan confessed, "Better than you dad ever felt."

"But are you Ok?" Justin asked again.

"Better than Ok," Susan said with a smile and then pulled Justin down to resume their kiss.

"Get off!" Ali said a minute later, her hand smacking against Justin's ass with a loud crack.

"Ow!" Justin exclaimed and sat up, his flaccid dick finally slipping out of his mother.

"Get over to the side and kiss her," Ali demanded and shoved Justin off the couch and onto the floor.

"Why?" Justin demanded and got onto his knees next to the couch.

"Cleanup on isle 9," Ali declared with a grin and lay down on her stomach between Susan's thighs, her head dipping down so that she could run the flat of her tongue over Susan's gaping vulva with Justin's milky seed still spilling out. Justin's mouth fell open while he watched Ali's tongue lash at Susan's gaping pussy, Susan moaning for a minute before reaching out to take Justin's hand to pull him near.

"Kiss me," Susan said softly, Justin pulling his attention away from what Ali was doing to his mother to lean down.

Their kiss was tender without the heat of passion, their tongues touching and exploring, not thrusting and sparing, Susan's fingers caressing Justin's cheek tenderly that had minutes before been smearing his precum over his glans. More minutes passed with only the wet sounds of Ali's mouth between Susan's thighs, Susan's body slowly undulating with the pleasure she was receiving.

"Will you..." Susan asked and then bit her lip.

"I'll do anything you want, mom," Justin said and then leaned down to kiss her lips.

"Will you suck on my nipples?" Susan asked softly.

Justin smiled and moved down his mother's body. He took both her breasts in his hands and squeezed gently while giving them a twist. It was impossible for him to not look down at Ali, her eyes looking back while she used her hands to hold Susan's pussy open, her tongue slipping in and out of Susan's vulva.

"Justin..." Susan moaned.

Justin glanced up at his mother, her eyes closed, mouth partially open from the pleasure Ali was giving her. He leaned down and took one of her hard, round, marble like nipples in his mouth, his other hand pinch, rolling and pulling her other nipple.

"Ohhh, just like that!" Susan moaned, "Just like that!"

With his mother's nipple in his mouth he could turn his head enough to watch Ali who was looking up at him wile holding Susan spread open, the sight incredibly erotic and arousing. Ali alternated between lapping at Susan's gaping hole with the flat of her tongue to using the tip to trace up and down Susan's inner lips to using just the tip to circle Susan's clit. Susan's body moved and writhed beneath Ali's touch, Justin beginning to suck harder, to pull harder at his mother's erect nipples when ever Susan's back would lift up off the couch.

"Jesu!" Susan cried out after several minutes, "I'm going to cum again!"

Neither Ali or Justin stopped, Ali only grinning up at him and then slipping three fingers inside of his mother with the palm of her hand up. Susan began to make small mews of pleasure, her hips moving in time with Ali's fingers, Justin sucking and pinching harder every time his mother's back lifted off the couch. Justin stared at everything Ali was doing to his mother, Ali's nose, cheeks and chin wet while he wondered how much of that was from his mother's arousal and how much was from his own cum.

"Ohhhh!" Susan suddenly cried out, her hips lifting off the couch and holding there while her body trembled, Ali burying her face into Susan's pussy.

When Susan finally collapsed Ali pulled away to lean back on the couch without bothering to wipe her face.

"My jaw hurts so bad..." Ali panted with a grin.

"Thank you," Susan gasped and pushed Justin's head gently away from her breast where he was still latched on, "Thank you both, that was... that was wonderful!"

"I'm jealous!" Ali declared with a smile, "You got creampied!"

Susan laughed and lowered her legs to place across Ali's lap.

"I did, didn't I," Susan said softly and then smiled at Justin, "By my own son!"

"I... mom... it was..." Justin stammered.

"Baby, I wanted it as much as you," Susan confessed, "It felt good for both of us, there's nothing wrong, nothing to be ashamed of."

Susan leaned up enough to pat the couch where here head had just been resting, Justin standing up, his knees aching painfully and sat down where Susan indicated. As soon as he was comfortable Susan lay her head back on his lap and took one of his hands to place firmly on her bare breast.

"I think I still deserve some creampie too!" Ali said peevishly while beginning to rub Susan's feet.

"Mmmmm," Susan said softly, her eyes closed at the attention Ali was giving her feet and the soft, gentle, tender way Justin was fondling her breast, "Maybe."

"Maybe?" Ali shot back, "Just maybe?"

"Depends," Susan said dreamily.

"Depends on what, exactly!" Ali demanded.

Susan was quiet for a minute just enjoying Ali's hands on her feet and Justin's hand on her breasts.

"Depends on what?" Ali repeated.

"Depends on if a mother can get her son's dick hard after he's already cum twice," Susan said softly.

Justin had been glancing from Ali's hands massaging his mother's feet to his own as he squeezed and massaged his mother's breast but quickly glanced down to see Susan looking back up at him.

"What?" Justin asked.

Susan gave him a hesitant smile and the rolled over on the couch so that she was face down, her face now directly in his crotch. He realized he still had a semi, that even after having cum twice he had never really completely lost his erection and tried not to flinch at the feel of his mother's fingers touching and stroking him. He glanced up at Ali only to find her with one of his mother's feet still in her hand, but now had it pulled close enough so that she could slip a tongue between each toe.

"Ahh..." Justin gasped, his mother taking his flaccid still wet dick in her mouth and suckling gently.

Justin began to pant as Susan gently suckled his flaccid cock. She didn't seem to mind or care that he wasn't hard, taking his floppy length in her mouth, circling her tongue around his soft glans, even using her hand to cup and gently squeeze his balls.

"She loves her asshole fingered," Ali helpfully added and then pushed three of Susan's toes into her mouth.

"What?" Justin gasped and glanced down at the smooth, white globes of his mother's ass.

"Play with her asshole," Ali instructed, "Push the tip in her cute, puckered little ass and watch how she wiggles!"

Susan only kept suckling him without making any comment, Justin after a moment reaching out to caress her ass with a hand. Justin could feel himself just starting to stir, still no where near hard, but with the possibility starting to appear on the horizon. He stroked a finger up and down the crease of his mother's ass and was rewarded with a soft moan. Encouraged, Justin pressed his fingers deeper between the cleft of her cheeks, working slowly up and down while delving deeper. Susan flinched when Justin's fingertip touched her asshole, a grin flickering over his lips as he began to stroke up and down.

Besides when washing himself he had never felt another person's asshole and began to circle his fingertip around his mother's tight, puckered, wrinkled sphincter.

"Mmmmm," Susan moaned while still suckling Justin's dick.

"Put your finger in her ass," Ali said between sucking on each of Susan's toes, "Go on!"

Ali used her free hand to reach down to helpfully spread Susan's cheeks apart, Justin now able to see her puckered rosebud while he stroked it.

"Here," Ali said and let go of Susan's cheek to pull his finger to her mouth. Justin gawked at her as she sucked on the finger he had just been rubbing on his mother's asshole, slipping it into her mouth and then spitting on his fingertip before reaching down to spread her cheeks apart again, "Now stick in in her asshole!"

Susan was now giving a constant, low moan with Justin's swelling cock in her mouth, Justin closing his eyes for a moment to savor the feel of his mother's mouth wrapped around his dick before reaching down and smearing Ali's spit over his mother's asshole. Susan sucked harder for a moment, Justin gasping in surprised pleasure and then pushed his fingertip against his mother's tight sphincter.

"Mmmmmm!" Susan moaned a little louder, her asshole resisting for only a moment before surrendering and allowing the tip of Justin's fingertip to penetrate her.

"So tight," Ali said breathlessly while she watched intently, Susan's foot clasped in her hand with her toes pressed against Ali's face, "Your mother loves it when I fuck her with my strap on."

"Mmmmm!" Susan moaned even louder while Justin looked up in surprise.

"Your mother loves me fucking her pussy and her asshole with my huge black dick!" Ali continued, "I get your dick next, but I bet... no, I know your mother would love to have her son's dick in her asshole too!"

Susan's moan was loud and constant, Justin feeling himself swelling to the point where he was almost completely hard again while she sucked on him.

"Deeper!" Ali demanded while staring at Justin's finger, "Push it deeper!"

Justin watched Ali for a moment as she started slipping her tongue between his mother's toes and then looked down at his mother's ass with his finger already in her asshole.

"Deeper, Justin!" Ali demanded.

"Ohhh, fu...." Justin gasped, his mother's mouth wrapped around his hard dick and sucking harder than ever.

Slowly he began to push by adding just a little extra pressure every few seconds. Susan moaned, her body beginning to move even while he marveled at the sight of his middle finger sinking deeper into his mother's very tight asshole. After a minute he was at his first knuckle and continued to push, after another minute his mother's body accepting his finger up to the second knuckle. Justin experimented by flexing his finger, hooking it and moving it inside of his mother. Besides how tightly his mother's sphincter was squeezing his finger, the warm, soft feeling was remarkably similar to the one time he had fingered a girl.

Justin choked back a laugh at who that girl had been, how playing doctor in the basement with his older sister had led to 'I'll show you mine if you show me yours' had let to touching before they had both lost their nerve never to play that forbidden game again. He chocked back another laugh at the thought of what Lana would think about what he was doing now.

"What?" Ali asked, "You touch a turd?"

"What?" Justin asked in shock, "No!"

"Ok, Ali, he's hard," Susan interjected after pulling Justin from her mouth.

"Oh, my, he is, isn't he," Ali purred.

Susan reached around to gently pull Justin's finger from out of her asshole and then climbed up off the couch. She reached down to help Justin stand and then glanced around for a moment until she found his shirt.

"Keep touching yourself, keep yourself nice and hard," Susan said with a smile, "We're going to take care of Ali together."

"Oh, really!" Ali said gleefully.

"What are we doing?" Justin gasped while starting to stroke his length.

Susan reached down to grab Justin's shirt and then sat down on the end of the couch. Justin watched in shock when Susan reached out to grab Ali by the hair and pull her over.

"Get on your back!" Susan demanded.

"Why?" Ali demanded, "What if I don't want to!"

Susan reached out and slapped Ali's breast, Justin jumping in shock while he watched.

"Get on your back, Ali, I'm not going to tell you again!" Susan demanded.

"Make m... owww!" Ali cried out when Susan yanked her silky black hair and pulled her down.

Susan quickly took Justin's shirt and tied Ali's wrists together and then sat up enough to force her arms against the cushions of the couch before sitting on them. Ali tried to kick and twist away, but Susan had her pinned to the couch.

"You're fucking sick, Sue!" Ali spat while still twisting and turning, "You a fucking mother and you just fucked your own son! You're disgusting!"

Justin jerked and took a step back at Ali's sudden, instant change in demeanor and then gawped when his mom reached out and viciously pinched and pulled each of Ali's nipples, the flesh of her breasts stretching out into a cone before Susan allowed the nipples to pull free from between her fingertips.

"Owe, you fucking bitch!" Ali screamed and struggled to break free.

"Fuck her Justin," Susan said with a smile when she looked over at him, "Fuck her any way you want.

"You want to fuck in her in the ass, go ahead."

"Don't you fucking touch me!" Ali snapped and clamped her legs tightly together while struggling to free her arms.

"Justin, fuck her," Susan instructed.

"Oh, my god, you're both fucking sick!" Ali cried out, "You liked fucking your mother, didn't you!"

Justin was gasping for air, his hand still stroking his hard cock and glanced at Susan with a smile.

"I did," Justin admitted and nodded, "I really did love making love to you mom."

Susan smiled back, "I loved feeling you inside me again, you sucking on my breasts again.

"Come here and fuck her."

Justin took another step towards the couch only to have Ali twist both legs away from him while crossing her ankles and keeping her legs clamped tightly closed.

"Don't you dare!" Ali screamed, her voice filling the house, "Don't you fucking touch me!"

Justin glanced at his mother who gave him a slight nod while she viscously pinched and twisted her nipples before he quickly walked over to the couch.

"Justin, don't!" Ali demanded and started to kick at him, "You fucking disgusting mother fucker!"

Even as a freshman in college Justin still was taller than Ali and easily out massed her. After a few grabs he managed to catch both of Ali's ankles in his hands and then glanced up at his mother who had never stopped pinching and yanking Ali's nipples hard enough to make them a bright red.

"Go on, fuck her," Susan pressed.

"Get off of me!" Ali screamed and tried to pull her feet out of Justin's hands.

Ali did manage to pull one free and landed a solid kick to Justin's stomach who grunted in pain, but he quickly had her foot captured again and climbed up onto the couch and between her legs. Ali was thrashing back and forth on the couch, but with Susan having her hands tied while sitting on her arms and Justin still holding tightly to both of her ankles there was little she could do as he positioned himself. Ali only fought harder, Justin's dick bouncing against the swell of her mound without ever getting close to penetrating her, her body twisting as she screamed at the top of her voice.

"Shit... I can't..." Justin exclaimed while holding onto Ali's ankles and trying to slip back into her body.

"Here..." Susan said and leaned over to take his cock in her hand.

She quickly guided him to the mouth of Ali's vulva and pressed him against her wet heat, Justin instantly thrusting forward to impale her.

"Oh, my god!" Ali cried out while she thrashed and twisted, "You're fucking inside of me! Get your dick out of my pussy!"

Once he had himself wedged between Ali's legs and had his dick inside of her, he leg go of Ali's ankles to grab her hips, his weight pressing her down onto the cushions of the couch while he thrust into her.

"Ohh, fuck, mom!" Justin gasped, "She's so fucking tight!"

"Fuck her, Justin," Susan said while returning to pinching, twisting and pulling Ali's nipples, "Fuck her tight little pussy nice and hard for mommy."

"Ohhh, shit!" Justin exclaimed at those forbidden words and squeezed Ali's waist, his fingernails digging into her flesh while he pounded into her.

At some point and Justin wasn't even sure when it had occurred he realized that Ali was no longer fighting and struggling, that she now had her legs wrapped around his waist while he thrust into her, her ass bouncing up off the couch with the force of his passion. When he looked down he found Ali staring up at him, mouth open while she gasped for air, the only sound an inarticulate undulating moan. Susan watched his shaft coated in a milky fluid pluning in and out of Ali's pussy and never stopped pinching and pulling at her nipples, Ali's cries only growing louder every time her breasts were stretched fomr her body by Susan's fingertips. Minutes passed until both he and Ali were covered in sweat without him even slowing.

"You're making her cum, Justin," Susan finally said while still sitting on Ali's arms, "Keep going, baby, make her cum so hard!"

Justin glanced up at his mother who was staring down at his dick fucking Ali and then back to Ali, her eyes still focused on his face. He was surprised that he could feel his own pleasure building, the tension in his lower stomach growing while he fucked Ali who was helpless to his desires.

"Eeennnhhhhhhh!" Ali moaned while Justin continued to bounce her ass off the cushions of the couch with the force of his thrusts.

"She's cumming, baby, you're making her cum!" Susan told him, "Keep fucking her! Go on, baby, keep fucking her so hard!"

"Mom.... I'm going to cum too!" Justin gasped.

"Do it, baby!" Susan demanded, "Fill her pussy with your hot cum! Do it!"

"Shit... mom!" Justin cried out and then stiffened, his dick exploding for the third time that afternoon as he felt jet after jet of his cum spill into Ali.

"Ohhh, that feels soooo good!" Ali moaned while still staring up at Justin.

"Wait.. wha..." Justin asked in confusion.

Susan climbed off Ali's arms and untied her hands, Ali reaching around Justin's shoulders to pull him down to kiss him without letting him take his dick out of her.

"Owww! Fuck, what was that for!" Justin exclaimed in pain when Ali bit his lower lip hard enough to draw blood.

"Payback is a bitch," Ali said while pushing Justin off, "And remember, I have a strap on and a thing for fucking people in the ass!"

"What?" Justin exclaimed as he sat up, his dick slipping free of Ali's pussy an instant before she cupped a hand over herself.

"Ali likes non consent play," Susan said placidly from where she sat on the couch, "Ask nicely and she'll let you tie her up and use her as your free use sex slave for a day."

"Or don't ask," Ali said huskily and stood up, "You're turn, Sue, lay down."

Without even protesting Susan lay back on the couch, Ali quickly climbing up so that her pussy was hovering a foot above Susan's face.

"Open up and say ahhh," Ali said, Susan opening her mouth wide and sticking out her tongue as if trying to touch her chin with the tip.

"What the fuck..." Justin gasped as he watched Ali pull her hand away from her crotch and his cum flow in thick, white clots out of her body and straight into his mother's open, waiting mouth, with more than a little splattering her nose and cheeks.

"You like watching that?" Ali asked huskily while watching Justin stare at his mother's cum splattered face, "How about this?"

Ali reached down to spread her lips open and then sank down, Justin watching in rapt silence as she first shoved his mother's nose inside of herself, rubbing up and down over Susan's face before finally settling and sinking down on his mother's open, waiting mouth.

"Ohhh, god, get your tongue inside of me deeper," Ali moaned and reached up to pull her nipples just as hard as what Susan had been pulling, "Deeper! Lick up ever drop of your son's cum inside of me!"

Justin stood in amazement until Ali was satisfied with how well his mother had licked up his cum, his legs trembling while he squeezed his completely flaccid, wet dick.

"Oh my, I think we broke him," Ali giggled when she finally remembered to notice him.

Susan sat up, cum and Ali's juice still covering her chin and nose and smiled.

"Why don't you go jump in the shower and take a nap," Susan said and nodded her head towards the stairs, "Go on.

"Ali and I will be here when you wake up if you'd like to do more."

"More..." Justin stammered.

"We definitely broke him," Ali giggled.

"Go shower and take a nap!" Susan snapped, "I'm not asking!"

"Yea... ok, mom," Justin stammered and began to turn away before pausing, "You and Ali..."

"We'll still be here," Susan replied and stood up to walk over and give Justin a kiss, the fact that he could taste his chalky cum in her mouth not even bothering him when she slipped her tongue into his mouth for a moment.

"We'll still be horny too," Ali chimed in.

"Nap time!" Susan said repressively.

"And don't forget to drink lots of water!" Ali added helpfully.

"Ok, mom," Justin said and turned towards the stairs to head up to his room.