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Rebecca Palmer was concerned about a couple of boys her son, Danny, has been hanging around with. Being on the PTA (Parent Teacher Association) board at his high school she knows a lot about the reputations of the students, so it concerned her when he hung out with the well-known trouble-makers. Danny is such a nice boy and didn't need those kinds of influences in his life, but it was so hard for her to prevent it.

Mike Brantley and Ben Thompson were the two boys Mrs. Palmer was concerned with. They were both eighteen year-old seniors at Parkview High School. Although they were in school, the two boys ditched class a lot and didn't participate in any after-school activities for Parkview. Rebecca, or "Becca" to most people she knew, didn't like the fact that these two boys hanging out with her son didn't participate in sports, even though they appeared to be capable of doing so. They didn't participate in any other kind of afterschool-functioned activities that would keep them out of trouble. Danny played golf and tennis, so fortunately he kept busy in his spare time.

Her son looked up to them because they were older and popular. Even though Danny is a sixteen year-old sophomore, the boys showed a special interest in him, and he immediately gained status with his peers because of it. It wasn't long after becoming friends with the boys that Danny was going to parties and meeting more girls. How could he complain?

Becca was concerned, however.

"Honey, I think we should have a talk with Danny," Becca said to her husband while they were in bed watching TV.

"What is it Bec?" He asked turning the TV off and rolling over to face her.

"It's Mike and Ben. I don't think they're good influences on our son," she said with a concerned tone that let her husband know he needed to console her.

"Danny is a good kid and we have to trust that he uses good judgment," he replied. "He has to learn on his own, as he will always be faced with bad influences even at our age. If we prevent him from hanging out with them it could just make him more rebellious. He wouldn't understand and would be angry at us." Her husband cupped her cheek and kissed her forehead before rolling back over to get some sleep.

The truth of the matter is that Mike and Ben took to hanging out with young Danny mainly because of his hot mom. As soon as the two best friends saw her dropping him off at school, they couldn't get her out of their minds. Not long after seeing her, they were hanging around Danny hoping to get closer to the MILF.

Becca is average height at 5 feet 6 inches, but what she lacks in height she makes up for in bust. The two boys had snuck into her panty drawer one day while over at the Palmers' house and saw that she wears 34D sized bras. Her ass is pretty outstanding and she often wears thong panties, which make her ass cheeks jiggle when she wears tight pants. Not that she purposely tries to show her assets off, but she keeps up with the latest fashion and isn't opposed to wearing tight pants and low-cut tops.

Danny was born when his mom was only 23 years old. Becca married her husband in college and didn't wait to start a family. Now at 39, Becca has three beautiful children, Danny being the oldest. Even though she's had three kids, she has done an excellent job keeping her form. Because her husband is a well-paid executive, she has the luxury of being a housewife who has the time to work out on a daily basis. She used to model for a department store catalogue, but after having her third child she ended her modeling career.

The blonde wife keeps her hair straight and just past her shoulder blades, and her blue eyes sparkle with her warm smile. She is a natural at playing the soccer mom, PTA president role, and she is the envy of all the middle-aged women in their community who tried to maintain their figures with age. Men of all ages always turned their heads at the sight of her curvy, hourglass figure and child-bearing hips.

Back when they first started hanging out with Danny, Mike and Ben put the charm on Becca from the get-go, and she was so happy her son was making friends with older boys who could show him the ropes around school. They often came over to visit Danny, conveniently when Becca was home. She would make them snacks, have cookouts, and give them money if the boys wanted to go to a movie or a sporting event.

It wasn't long after getting to know the boys that Becca became skeptical of Mike and Ben though. Sometimes she would smell smoke or beer on them when they came over, and she found it odd that they didn't participate in any afterschool activities. She also noticed that as the boys got more comfortable with her over time, they gave her body looks and sometimes touched her inappropriately. She just didn't know how to react to this behavior, such as when one of the two boys would pat her butt when they walked by or caress her thigh when sitting next to her at the table or on the couch. She usually just gave them an uncomfortable glare, but didn't say anything because she shrugged them off as being harmless kids.

Not too long ago she finally decided to poke around about their reputations within the PTA members she had become close with. Sure enough the other moms said those two boys ditch school and attend parties with alcohol and sometimes drugs. Becca, being the church-going, naive housewife became concerned. Never did she think her son would become involved with such bad influences.

She spoke with her husband about this several times, but he was quick to point out that Danny has stayed out of trouble, kept his grades up, and strived in sports. It was hard to argue with that. Her husband reminded her that he had wild friends back in the day as well. He put her at ease, but she still remained very skeptical and cautious.

Mike and Ben didn't just use Danny to get close to his hot mom. Danny didn't drink alcohol, so he was always the designated driver. He also had access to younger girls. The mischievous boys took advantage of his desire to fit in with the older crowd.

Danny realized that Mike and Ben had the hots for his mother, but they were no different than the other guys at school. It bothered him that he constantly got pestered about her being a MILF, but he was so used to it that it stopped bothering him as much. Of course, he didn't realize the extent of Mike and Ben's desires for his mom. The boys had become somewhat bored with high school girls and set their sights on the mature housewife Becca, who they looked at as the ultimate conquest.

Mike was an average looking kid, with a medium build and scruffy brown hair. He had his fair share of women in his days, but most of the girls knew of his reputation as a player. It's gotten to the point where he has to search for incoming freshman and girls from other schools because his reputation is tarnished. While chasing the young girls was an adventure for Mike, it didn't compare to the lust and excitement he felt when thinking about Danny's hot, innocent mother.

Unlike Mike, Ben has always had trouble hooking up with girls. He is a boy who lacks manners and class. Although most of the girls liked him as a friend, they didn't find him an attractive suitor for love. He was popular merely because of his outgoing personality and carefree attitude.

Recently they had been going over to the Palmers' house more frequently because Danny was in-between golf and tennis seasons allowing him some free time. They have been hanging out right after school when he normally would be at practice. Whenever his mother approached him about what he was up to, he acted aloof and provided vague answers. "Just hanging out," would typically be his response. She simply didn't like that he was spending his free time with those two boys.

It all came to a boiling point the other day, which is why she was now expressing her concerns to her husband again. That day she had gone shopping in the early afternoon and bought some new clothes. Her kids were all at afterschool activities, so she had some time on her hands.

When she got home she went into her bedroom to try on her new wardrobes. She first tried on a new pair of jeans that hugged her ass perfectly. She blushed and smiled as she posed in front of the mirror looking at the profile of her body. "Even though I'm almost 40 years old, how can I complain about a butt like that!" she thought.

She slipped off the jeans and pulled her blouse off, then reached into her shopping bag to try on a new summer dress. Just then the phone rang, so she put down the dress and moved towards the phone wearing just a pair of white laced thong panties and bra set.

"Hello?" she answered.

"Hey babe, thank God you're home. I need you to do me a quick favor, it's important," her husband said flustered.

"What is..." she said before being cut off.

"Go into the kitchen drawer and get me Jack Lindell's phone number out of our address book. My client is on the other line and needs his number," he said trying to sound as polite as possible to cover up his current work-related stress.

"Can't you say 'please'?" she asked unhappy that he was acting so demanding.

"Please? Honey this is important!" He said impatiently.

"Ok, hold your horses, I'm in the bedroom," she said putting the phone down. Without thinking, she hurried out of the bedroom and headed to the kitchen wearing just her bra and thong panties. When she got to the kitchen she pulled out the address book, found his number, and used the kitchen phone to talk to her husband.

Just as she picked up the phone, her son came through back door having just gotten done with school. He was with Mike and Ben. The three boys headed straight to the kitchen before stopping dead in their tracks. There she was, the sexy, hot MILF standing with her back to them talking on the phone wearing just a bra and thong panties.

The way she stood putting her weight on one foot allowed for one of her butt cheeks to stick out. The small triangle of the thong disappeared into her ass crack. She had her back slightly arched as she spoke on the phone.

"Mom!" Danny yelled, shocked that she was in the kitchen in just her underwear. Not turning around, she held up her index finger to let her son know she would be a second, not realizing his two friends were staring wide-eyed at her voluptuous body.

"Ok honey," she said to her husband after he got the number from her. Then she put the phone down and turned towards her son who had come up behind her.

"Sorry I was on the phone with your fath..." she said before realizing two other pairs of eyes staring at her body.

"Mom! I have friends over, please go put some clothes on!" he pleaded, trying to block the view from his friends. She immediately covered her breasts with both arms.

"Oh, hi boys," she said flustered, as she brushed past her son and headed back towards her bedroom, but not before they got a great look at her succulent ass. They boys didn't take their eyes off her as she walked passed them.

"I hate to see you leave, but I love to watch you walk away," Mike said under his breath as Ben chuckled. Both boys stared at her ass jiggling with each step all the way towards her bedroom. Just before she got to the room she turned her head around and noticed Mike and Ben were still ogling at her.

Danny was embarrassed and upset that his mother was on such display, but he tried to push it out of his mind.

"C'mon, let's go up to my room," Danny said. Mike and Ben high-fived each other and appeared to be on cloud nine. Becca went into her room and tried on her dress, but she couldn't help feeling disgusted that Ben and Mike were staring at her like a piece of meat. She was so embarrassed too, and cursed herself for not remembering Danny didn't have practice after school. Good thing she wasn't naked, she thought.

Since that day she was convinced her son should not be hanging out with those two boys. She didn't tell her husband that she was caught prancing around the house in her underwear, but she was now sure to express her concern about the boys with her husband while lying in bed. Unfortunately he didn't seem to think it was a big deal, so as she lay in bed she decided that if the opportunity presented itself, she will have a serious talk with her son.

****

About a week later on Monday, Becca's husband left town for business and wouldn't be back until Sunday. Danny had been waiting for his father to leave town so that he seemingly would have a better chance at getting permission to go to a rock concert Friday night with Mike and Ben in a city two hours away. All he had to do was ask his mom, and hopefully she would be cool enough to let him go without having to gain approval from his dad. Little did Danny know that his mom was actually the bigger roadblock.

"Mom?" Danny asked walking through the kitchen into the living room where Becca sat on the sofa reading a book. She was wearing a t-shirt with no bra and a pair of short, cotton workout shorts.

"Yes sweetie?" She replied closing her book and scooting over so that her son had room to sit down.

"Remember that concert I was telling you about that's this Friday night?" He inquired innocently.

"Yes, that's your favorite band. I can already guess what you are going to say next," she said with a grin, while reaching up to put her hair in a ponytail, causing her big tits to jut in front of her like cones.

"Ha..." he chuckled. "Well, can I go?"

"Danny, that's quite a far drive, more than two hours. I don't want you making that drive late Friday night after the concert. The roads will be dangerous with drunk drivers. "

"No, mom, we got a hotel room!" he said excitedly thinking he had the solution to the only barrier that stood in his way. He was wrong though.

"We?" she asked curiously.

"Yep, Mike and Ben are going too," he said matter-of-factly.

Becca paused and looked off into space. Then she huffed and took the book off her lap, putting it on the coffee table before sitting up straight and taking her son's hands into hers.

"I'm sorry, but I'm not going to let you go," she said feeling bad for crushing his feelings, knowing it's his favorite band.

"Why? It's just for one night, don't you trust me?" he asked with a look of disappointment. He figured there was a chance his mom would not allow him to go, but he still played it off as if he was surprised and she was unreasonable.

"Yes, I do trust you, but I don't trust those other boys," she said with a scowl. Danny looked down at the ground dejectedly, knowing it was making his mom feel terrible.

"We are just going to the concert and then to the hotel, that's all. I promise I won't go anywhere else, and I promise I will come home first thing Saturday morning." He pleaded.

"I'm sorry," she said brushing his bangs out of his face and gripping his chin. She lifted his head up so that he was now looking her in the eyes. "I do trust you, but I'm not going to let you go with just those two boys. What kind of example would I be setting with your younger brother and sister? You're just not old enough yet."

"Fine," he said sharply before getting up and heading up to his room, leaving his mom to pick up her book and resume reading. Even though she was looking at the words in the book, she couldn't concentrate because she didn't like hurting her kids' feelings. Rules are rules though, and any chance of gaining her permission was squashed when Mike and Ben were added to the equation.

Meanwhile at Mike's house, Mike was in his room jerking off with a pair of thong panties he stole from Danny's hot mom's dirty laundry basket. He was looking at a photo of her in one of the catalogues she used to pose in. Just before he was going to blow his load, the phone rang. It was Danny telling him he wasn't allowed to go to the concert with them.

Mike figured Danny's strict parents wouldn't let him go, so he already had an idea in mind. A smile crossed his face as he looked at the photo of the MILF. While still on the phone with Danny, he put the crotch of her panties to his nose and took a big whiff of her scent, before putting them back down next to him on the bed.

"Danny, we are still going to that concert. We will just drive back afterwards."

"But, the concert will end after my curfew, and then we have to drive two hours to get back!" Danny exclaimed. Mike's motivation for Danny coming with them was because he wanted Danny to drive, while Ben and he could drink beer.

"Don't worry; Ben has some potent sleeping pills. Just slip them in your mom's drink before we leave. She won't have a clue what time you get home at," Mike said.

"I don't know about that. What if they don't work? I will be in deep trouble if I miss my curfew," Danny said worriedly.

"Rules were made to broken, Danny-boy," he said in a mischievous tone.

****

The next day Becca had to pick up all three of her kids from school, which was unusual because Danny always caught rides home from others after practice. Since it was the off-season for his sports, he needed a ride. She preferred to pick him up so that he wouldn't go hang out with riffraff instead.

The housewife finished working out and took a shower before going to pick up her kids. She looked cute putting on a tight, denim skirt that ended at her knees with a split in the back and a v-cut white blouse. She put on some makeup and put her blonde hair into a pony tail. Since her two other kids were in elementary school, they got out a couple hours earlier than Danny's high school, so she picked them up first and went grocery shopping in the meantime. They also stopped for fruit smoothies.

Danny was waiting out by the curb for his mom to pick him up when Mike spotted him from a distance.

"Hey man, what are you up to?" Mike said walking up to him.

"Just waiting for my mom to pick me up," he replied, a bit embarrassed to admit that.

"Cool, you want to hang out?" Mike asked, knowing his nice friend was unlikely to turn him down.

"Um, ok, what did you have in mind?"

"How bout I catch a ride home with you and we'll figure it out," he replied, hoping he could spend some time with his buddy's hot mom.

"I guess that's cool, but my mom has my sister and brother with her so I hope there's enough room."

Just then Becca pulled up in her Suburban. Danny opened the rear side door and asked her if it was ok if Mike comes along. She sighed, but didn't want to make a scene so she just nodded her head yes and put the car in park.

Since it was a Suburban there was enough room for all of them, so Mike and Danny climbed into the back.

"How are you doing, Mrs. Palmer? You look lovely today," Mike asked turning his polite tone on.

"I'm doing fine," she replied looking at the smiling young man in her rear view mirror.

"I want to compliment you on restricting Danny from going to the concert Friday," he said in a kiss-ass manner. "It's good that you have rules and standards that you stick by. It's a shame more parents aren't like you."

"What concert?" her daughter sitting in the passenger seat asked while chewing on the straw of her smoothie cup.

"Sweetie, don't talk with your mouth full," Becca scolded. "Mommy is not letting your brother go to a rock concert with his friends Friday night because he's not old enough to do those things yet. Once you kids turn 18, Mommy and Daddy will consider letting you go places without a chaperone."

Danny was so embarrassed his mom was baby talking him like that in front of his older friend. It made him angry that his mom was being so strict. At that moment he pondered Mike's idea of drugging his mom and going to the concert anyways.

Mike continued to make conversation with Becca and her children while they drove home, acting in his best behavior. Danny thought it was funny to see his buddy being such a kiss-ass around his family, although he didn't like when Mike flirted with his mom, which was quite often.
They got to the house and Becca asked the boys to help carry the groceries. Danny and his brother were the first to grab bags and head inside. Mike then reached through the back doors of the suburban to grab a couple bags when he heard Mrs. Palmer in front of him.

"Aggh, my kids are such slobs!" she griped to herself as she leaned through the rear side door and reached for her son's empty smoothie cup discarded under the seat. Not realizing it, her v-neck blouse gapped open as she bent and reached for the cup, treating her son's friend to a perfect view as he grabbed groceries from the back of the suburban.

Mike's cock immediately sprang to life as he peeked over the back seat where Mrs. Palmer was giving him a view down her top. He stood on his toes and leaned forward to get a birds-eye view, while he pretended to be shuffling with the groceries. He could see her big tits contained in her white-laced bra. The bra had fairly small cups, so her tan lines were visible from sunning in her bikini top. There was a stark contrast between her tan chest and the milky white cones over her breasts.

Becca sighed again as she noticed some of the smoothie had spilled on the carpet. She reached over to grab a napkin lodged in the side compartment of the back seat, and then she started scrubbing the spilled drink. She was so engulfed in the mess her son made that she was completely unaware of the show she was giving her son's perverted 18 year-old friend.

Mike reached down with one hand and rubbed his throbbing cock through his pants. The hot MILF's tits were jiggling as she scubbed the carpet. He was praying one of her tits would pop out of her bra cup so that he could see her nipple.

Just then Danny and his brother came back to the car to grab more groceries. Mike picked up a couple bags and headed inside before he would get busted ogling at their mom. He tried to cover his erection while he walked.

The boys went upstairs and hung out in Danny's bedroom for a while. It was at this time that Mike tried to sell Danny on going to the concert.

"Your dad is out of town, and by feeding those sleeping pills to your mom she will be asleep early. It will be a piece of cake," Mike told his friend in a rebellious tone.

"I'm just concerned those pills won't work," Danny said unenthusiastically.

"Tell you what," Mike continued. "I will tell Ben to come over here later with the pills. You can test it out on her tonight."

Danny remained indecisive, so Mike called Ben and asked him to stop by later.

****

Becca cooked supper for her kids before heading to take a bath. She was relieved Mike had left before he could invite himself to stay for dinner. The jets in the tub felt amazing as she melted away in the hot water with her eyes closed.

In the meantime Ben rode his bike over to the Palmer household with sleeping pills stuffed in his pocket. Mike had called him earlier instructing him to go over to the Palmers' house to show Danny how they worked. Ben didn't mind going out of his way knowing he would get to spend time with Mrs. Palmer.

Danny was scooping mint chocolate chip ice cream for dessert when Ben showed up. Danny escorted him into the kitchen and offered him some. Ben asked where his mom was, anxious to get the experiment started.

"My mom is taking a bath," he said while Ben showed him the pills.

"Perfect," Ben said handing him the pills. "Why don't you stick these into her ice cream?" Danny was very nervous about drugging his mom, but he really wanted to go to that concert and felt pressured to go through with their plan. He scooped his mom some ice cream and buried the pills into it.

The two boys sat at the kitchen table and ate while Becca dried off after her refreshing bath. She heard Danny shouting to her that her ice cream was ready. Ice cream was her weakness. It was too hard for her to turn it down.

"I'll be right there," she yelled out to him. Without realizing he had a visitor, she slipped a short satin robe over her naked body. As she left her room she haphazardly fastened the sash of her robe.

She entered the kitchen and was surprised to see Ben sitting at the table.

"Hi Mrs. Palmer," Ben said with a grin as he blatantly eyed the hot blonde wearing a short robe. She quickly reached down to tighten her sash, but it was still hard to conceal her sexy thighs and her big tits, which were creating cones under the thin satin material. It was obvious she wasn't wearing a bra.

"Oh, uh, hi Ben," she said timidly, wondering why he was over.

"Mom, your ice cream is melting!" Danny said. She contemplated going back to put something more appropriate on, but the ice cream looked so good and she didn't want it to melt.

Becca sat down and took a big scoop.

"Mmmm, this is so good...my favorite," she said. The three of them chatted for a bit while they ate. Ben's eyes were popping out of his head as he eyed his friend's mom. The bottom of the robe was so short that it didn't cover but a couple inches of her smooth thighs. She had her legs crossed and her left arm was lying across her lap, prohibiting Ben from getting a peak of her crotch.

Danny was too nervous to notice Ben checking out his mom. He couldn't believe he had just drugged her. As she finished her ice cream he knew it was too late to take the pills back. He just hoped she wouldn't find out what he did.

When they were all done eating, Danny quickly got up and told his mom they were going up to his room. He was getting pretty nervous that he would get caught, so he just wanted to get away from her. Ben reluctantly got up too.

"I hope to see you soon," Ben said, looking down at her chest. The robe was gaping open, so he got a nice view of some of her cleavage. She noticed where he was looking and immediately reached up to pull the top of the robe together.

"Goodbye," she said giving him a disgusted look. As he walked away, she shook her head.

"That boy needs to learn some manners," she thought. "After he leaves, I think I will have a talk with Danny. He needs to find some new friends."

****

About an hour passed and it was getting late, as Danny and Ben hung out in Danny's upstairs room.

"It's getting late man, I think you should head home before my mom gets mad," Danny said to his friend.

"You're mom will be sound asleep, don't worry," Ben replied.

"Well I'm getting tired," he said, wanting his friend to leave. "I think I'm going to crash. Before you leave, let's go check on my mom to see if those pills worked."

The two boys crept downstairs and headed towards Danny's parents' room. The door was shut.

"Wait here, I'll be back," Danny whispered as he knocked on her door. No answer. He knocked again, this time a bit harder. No answer.

Instead of knocking again, he turned the knob and gently nudged the door open. He slid into her room and saw his mom lying on her back, still wearing her robe. The lamp next to her bed and the TV were both on.

He walked up to her and called her name. No response. She was sound asleep, and her breathing was deep. He went up to her and shook her a bit. Still nothing.

He kept shaking her until finally she groggily picked her head up and mumbled something incoherently before putting her head back down. Danny left the room and closed the door.

"Dude, she's completely out of it!" he said to Ben, not worrying about being loud this time.

"I told you they would work," Ben replied. "She will be out for another several hours, but she will be fine when she wakes up."

Danny thanked his friend for the pills as Ben handed him a few more.

"I think our plan will work," Danny said, more relieved now that he knew the effects of the sleeping pills. "I'll spike her again before I leave Friday night."

"Sounds good, I'll see you tomorrow," Ben said walking towards the front door. Danny was so relieved the pills worked. He ran upstairs excitedly, looking forward to see his favorite band Friday night. He would just have to figure out a way to give his mom the pills again.

Ben watched his friend go upstairs. He opened the front door and pretended to leave, but instead of exiting, he remained inside as he shut the door. A mischievous grin formed on his face as he turned and headed back towards Becca's bedroom.

Ben quietly opened the bedroom door and slipped inside the room, closing the door behind him. Lying in the bed in front of him was the MILF of his dreams, sound asleep. He approached the bed rubbing his cock over his pants, which was rock hard at this point from just the thought of what he was capable of doing.

When he reached the side of the bed he looked up and down the sexy wife's body. She was lying on her back with her hands on each side of her hot body. Her long blonde hair was spilled all over the pillow and her mouth was open as she breathed heavily.

Ben reached his hand down and placed it on her thigh. He rubbed the silky smooth, freshly shaved skin, moving his hand further up as he caressed her. He slipped his hand in-between her thighs and moved up until he finally reached the thin robe. He moved his hand up under the robe and felt a warm crevice.

"Ooohh, fuck," Ben groaned noticing she wasn't wearing panties. His fingers moved to the folds of her pussy lips, and he felt a lot of hair as he moved his fingers up her slit. He couldn't believe his luck!

Ben rubbed her pussy, hoping she would get wet. He managed to stick two fingers into her, but unfortunately she wasn't lubricating, so he pulled his hand out from under her robe and put it up to his nose to smell her scent.

He proceeded to remove his shoes, pants, and boxers so that he was naked from the waist down. His cock was hard and throbbing as the horny teen drooled. He climbed up on the bed and straddled the hot mom.

"Oh god how long I've waited for this," he said stroking his cock with one hand as he looked down at her sleeping form. The lamp on her nightstand was still on, so he had a perfect view of the former model's near-naked body.

Ben stopped stroking his cock and reached down to unfasten the sash of her robe. Once he untied it, he pulled open the robe as if he were opening bedroom curtains on a sunny weekend morning. There in front of him was her incredible body fully nude.

"Oh fuck," he said as drool dropped from the side of his mouth. Even though she was lying on her back, her big tits pointed up like mountain peaks. Her nipples were pink and standing firm like little erasers. Her areolas were very big on top of the milky white skin of her tits. Her bikini tan lines were clearly visible.

Ben moved his eyes from her chest, down her stomach, and finally to the sweet motherly pussy that he dreamed of fucking since the first time he ever met the hot mom. The same blonde hair on her head covered it, and although it was bushy, she appeared to keep it trimmed. Typical that the conservative housewife kept a bush, he thought.

Ben started stroking his cock again until he could no longer wait. He wanted to taste the forbidden fruit that lay within his grasp. He slipped both hands between her thighs and spread her legs, while crawling between them.

Becca turned her head to the side and mumbled something incoherently while her son's friend began licking her pussy. He reached up and fondled her tits while his cheeks were buried between her smooth thighs. His tongue worked up and down, and occasionally it probed inside of her.

Becca squirmed a bit, but she remained passed out with her eyes shut. Despite the tongue bath she was receiving, her body didn't quite react to it. Ben didn't care; he was shaking with lust as he ate the hot blonde's pussy. After toying with her breasts for several minutes, he brought his fingers down to join his tongue.

He pumped his fingers inside of her while licking her slit up and down.

"Mmmm... you have a tasty pussy, Mrs. Palmer," he said before sucking the hood of her clitoris.

He sucked and played with her pussy for several more minutes until he could take no more. He needed to relieve his aching cock. The teenager climbed out from between her legs and knelt next to her on the bed, while grabbing both of her hands.

He wrapped her fingers around his hard, hot penis. He clamped his hands on top of hers and started stroking his cock. He could feel the diamond from her wedding band digging into his fingers as he guided her hands to jack him off.

"Oooohhh, fuck," Ben groaned as her soft, well-manicured hands pulled on his cock. He swung his leg over her so that he was straddling her stomach, now able to watch her tits wobble on her chest as her arms moved. Becca continued to show no sign of consciousness while her son's rambunctious friend used her hands to jack him off. He looked at her beautiful face and fantasized that she was awake and willing.

"Oh shit, unnngghhh," he moaned as his cock could take no more, shooting semen a couple feet in front of him on to the headboard. More globs of cum sprayed out of his young cock and splattered on her face, in her hair, and on her tits. He kept using her hands to stroke every last bit of his cum out. He couldn't ever remember spraying this much cum.

Finally the explosion subsided and Becca was covered in his cum from her hair all the way down to her chest. He let go of her hands and climbed off of her.

"Shit!" he exclaimed looking at the clock. It was getting late and he knew his mom would be pissed if he came home late. He hurried to the master bathroom and grabbed some toilet paper. Ben tried his best to wipe his cum off of her body, but there was certainly going to be some cum residue on her.

"Fuck it," he said, stuffing the toilet paper into his pockets while putting his clothes back on. After he buckled up his belt he leaned over and kissed Becca on the lips. He stuck his tongue down her throat and squeezed her big tits.

"You were spectacular, Mrs. Palmer," he said after pulling away from her mouth. He then quietly headed out of her room and let himself out of the house.

To be continued...

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