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Your friend Bill is going to visit his mother in Southern California and wants you to come along. It's just for two weeks and he would love for you to meet his mom. She s really cool and has a house on the beach. What an offer! You've seen a picture of his mom too. She is pretty well built for a lady in her late forties...long hair, trim build except for those tits...whew! She swims in the ocean every day.

"Yeah, Sure, Bill! I'll go. When do we leave so I can put in for vacation?"

The time seemed to crawl by. The more you thought about going to a nice warm climate and seeing all those girls in their bikinis and getting a look at Bill's Mom's tits up close the longer it seemed to take!

Finally! Time to get on the plane. It's a midnight flight and you both have been up since 6.... you settle back and take a nap...in your dreams you are laying on a beach soaking up some warm sun...beautiful girls in all shapes and sizes are walking around you...you can almost see their pussies in those bikinis!

Then there is Bill's mother...she is looking hot...she stands above you...you reach up to her bikini bottom to untie it...

"My Mom's looking forward to seeing you, Jeff. I told her all about you. Even sent her that picture of us we took at Jenna's birthday party. "The one where you were totally messed up and took off your shirt and was standing around in your boxers!" He laughs thinking he has embarrassed you...

WHA? HUH? Bill was talking to you. you wake up, looking around. A beautiful Asian flight attendant comes up. She glances down at your lap and then back in your eyes and smiles at you and places a hand on your shoulder for just a moment and walks away. Puzzled you look at your own lap. You have a hard-on...oohh shit...you laugh at yourself. Maybe she wants to help with this? You start to get up to go find her when the seatbelt lights come on. The Captain announces that you will be landing in a few minutes at LAX and welcome to sunny California. The weather here is a balmy 72 degrees enjoy your stay. Please remain seated until the plane comes to a complete stop at the gate and the door is open.

Damn...you look around to see the flight attendant in the back. She winks at you and smiles...next time you think to yourself...

Off the plane and to the baggage check, out the airport door and into the night air...warmth...even at midnight California is warmer than Pennsylvania...

"There she is!" Says Bill. A white sedan pulls up and parks. She gets out to unlock the trunk. hmmmm She looks even better than her pictures. White shorts, tight red and white striped top that clings to her tits and slim waist. Tan legs...tight ass...

"Hi Honey!" She runs up to Bill and hugs him. "Hi Mom! Good to see you too. This is Jeff. "

She turns to you with a beaming smile..."Hi Jeff! I'm glad you could come!"

Was that a wink?...nah

She hooks her arms into both your elbows.

"You must be tired. Let's get you home and into bed we have a busy day tomorrow. "

Everybody in the car it is only about a twenty minute ride to her house. It is only a two bedroom but it is gorgeous...You all get out and into the house with your luggage. "Jeff, you have the couch. It is really comfortable and Bill you can sleep in the office. (There was only room for one futon in there. )

The couch is all made up with sheets and blankets and pillows. Nothing ever looked so good. You were tired. It is hard to sleep in a strange place, though so you end up waking up early. You find your way to the bathroom and take care of that hard-on and wash up. you put on shorts and a t-shirt and head to the kitchen to make some coffee. Provided you can find it. Into the kitchen...Bill's mom! Can you remember her name? Noooo not now...she is wearing a bikini...bending over getting something out of the refrigerator...that tight ass...firm but soft...you can almost see her pussy lips...you can see most of her ass cheeks...you can feel yourself getting hard...oh if you could put your cock in between those cheeks...up into her pussy...she probably knows everything. I bet she could suck cock like nobody's business.

"Oh! Hello Jeff! I didn't know you were up!. " It's a good thing you were standing behind the island in the kitchen or she would see how "up" you were. Her hair is wet. That is right! She swims every day.

"Hello Mrs. Hendrix"

she giggles. "You can call me Marie...and I haven't been a Mrs. for years. Are you hungry? Can I get you some breakfast?"

"Sure!" You knew Bill wouldn't be up. He never gets up before 10 and it was only 7:30 now.

Marie moved about the kitchen getting some fresh chilies and chopping them with tomatoes and onions...you watch her as she works and even offer to help (so long as you didn't have to come out from behind the counter). She says no and gets you a cup of coffee.

Watching her chop the peppers and things was something else! Her big tits jiggling inside that bikini top...Her nipples are huge...big enough to suck on...she makes a Spanish omelet like an expert. Serving it with sour cream and salsa. You both eat at the counter. She looks at you quizzically.

"You always parade around in your underwear at parties?" She asks while taking a sip of her coffee.

You almost spit your omelet out! The picture! Damn Bill! Be cool.

"Only when I'm asked to. " you wink at her trying to be your charming self...wondering is she coming on to me? No way...maybe...

"What if I asked you to? Just for me. " She is looking at you levelly.

No, Man...that's your friend's mom. You can't touch those big breasts...or put your mouth on those sweet lips. you can't let her touch your cock or suck...

You are looking her straight in the eyes as you remove your shirt...it's truth or dare, now. If this is a game, you aren't going to lose. You put the shirt on the counter and remove your shorts and place them there as well. Now all there is left is a pair of Speedos you brought just for this occasion. You come out from around the counter never breaking eye contact...she looks down and sees your big hard bulge...

"For such a young man, you sure do have confidence. What if I were to scream?"

She wants you, you know it. stay cool.

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"You'll be screaming my name soon enough..."

"Let me show you a thing or two, boy. " She says as she steps up to you...her tits brushing lightly against your chest...she walks around you never losing her touch. Her hands touching around your waist...then your lower back...down as she circles your ass.
She stops in front of you again. She reaches up and puts a hand on your cheek and pulls your head down to kiss you.

That KISS!! Her mouth moved in ways unimaginable! Teasing your tongue...her nipples hard against your chest.

Jesus! She's going to fuck you right here in the kitchen!

She releases your mouth..."I've been waiting for you a long time, Jeff"

You've been waiting for her too.

You put your hands on her midsection to lift her to the counter but she takes them away placing them on her huge tits...directing them to the ties in the middle. You pull the string...the top falls open and out burst her tits... Oh my god...your cock jumps they are beautiful!! Her nipples stand an inch high! you put your mouth to them hungrily sucking and licking.

"OOooooohhh yes Jeff suck my tits...good boy...lick them, bite them...uunnnhhhh"

Her soft hands are in your hair and you bring one hand between her legs...she is wet...her bottoms are soaked at the crotch. you start to rub gently through the material to her clit. She gasps...

You can hardly believe it!! Marie...Bill's Mom! She tastes like heaven...so beautiful...

She pulls your mouth from her..."Now Jeff, let me show you how it can be. "

She gets to her knees slowly and pulls your cock from your underwear and takes them off. she is massaging your cock expertly...gripping tighter here and there up and down. Then she lowers her mouth to you. Taking your whole cock in her mouth...MY GOD!! Her tongue moving around inside of her mouth...sucking hard!! Her tongue is pulsing like a nursing kitten...it feels better than anything you have ever felt! Your whole cock immersed in hot warm and wet...strong pulling and pulsing tongue...ooohhh...she sucks hard on you and fondles your balls with one soft hand and rubbing her clit with the other.

Your hands in her soft hair you want to fuck her mouth hard...your hips moving in and out fucking her mouth...she looks up at you...and pulls her mouth from you...your cock still wet with your juices and her saliva she raises up and puts your cock between her tits...she is looking in your eyes. She squeezes her tits together and starts fucking you...moving up and down on your cock. holding her tits tight around it and licking the head when it appears above them...Now you are going crazy...she looks so hot holding her tits around you. She is fucking you...you are fucking her tits!! You have a hold of her shoulders pumping her tits...fuck...FUCK It's so good!!!

"Fuck me" She says standing up and pulling the string on the side of her bikini bottoms letting them drop to the floor. Her pussy is soo sweet-looking!! completely smooth shaven...small...she lays down on the floor ready for you...you get to the floor faster than you ever had and dive onto her pussy with your mouth! She is so wet! She tastes so good...you lick and suck at her clit like a hungry desperate man and you put two fingers inside her...she is wailing and whimpering with delight...

"Fuck me!" She screams and she pulls you up...You put your cock at the opening of her pussy. Then push in...slowly...she screams with pleasure...Her pussy is so tight! How can that be? OH god she is tight and wet and you fuck her...she wraps her legs around you squeezing the life out of you she wants it hard...go wild on her...you pump harder and harder and faster and faster and she is screaming OOOOHHHH FUCK!!! I"M CUMMING!!! FUCK ME Jeff OOOOOOOMMMMMMMMM AAAAAUUUUUUGHHHHHHHH!!!!

She bucks against you, scratching your back with her nails...her cum runs out of her in a warm wet flood...you both are sweating...

She is still breathing hard but she says..."Put it in my ass, Jeff"

You know it is going to feel so good in her tight ass...she raises her legs up high and wide to expose her pretty pink hole...you are wet from her cum and you put the head of your cock against her asshole.

"Put it in...PLEASE>>"

You push it in and the head disappears just inside her. Her ass closes down around you as you push in. She moans and plays with her clit..."OOOOooooohhhhh, Fuck my ass, Jeff...fuck it hard fuck me!!" You can't take any more you plunge into her ass and it closes around you like a tight glove and you pump while she moans...watching her face you see her eyes are shut tight her pretty pink lips open she is rubbing her clit faster now...you lean over her and kiss her mouth hard she moans against your lips as you fuck into her hot wet hole.

You can't hold back any longer and as if she read your mind she shouts Give it to me Jeff...fill my ass with your cum!!! Oh GOdddd your cock gets even stiffer and swells and then explodes!! you are jerking inside her she is screaming and coming again you slam into her twice more and then stay there...deep in her ass...your big hot cock filling her with cum. She quakes and quivers and bucks against you.

You pull out of her ass...you cock has subsided...she's beautiful laying there smiling at you...Her face amazingly smooth for her age...her eyes...half closed... contentment showing on her face...You lay there on the kitchen floor just looking at each other you give her a tender kiss...a door closes somewhere...Bill! He must be awake! That was the bathroom door, he will be in the kitchen soon. You both stand up and get your clothes on and sit at the table with your cold breakfasts as if nothing had happened. Bill comes into the kitchen in a few minutes in his boxers and a robe. "Hi guys" he kisses his mom on the forehead. She is still smiling at you.

Bill sleepily pours a cup of coffee and sits down at the table. "I see you've had mom's Spanish Omelet’s, great aren't they?"

"Yeah, they sure are. Your mom's real good in the kitchen."