When a Mother Models SeXStoRY

Gwen couldn't believe her son's report card, as he stood there beaming happily in the kitchen. In high school he had been an average student at best, and that was mostly due to the fact that as a starting wide receiver on the school's football team. The 38 year old blond thought her son had often been given extra help by his teachers, just so that he wouldn't be kicked off the team for academic reasons. When he had been scouted by LSU, it was also clear to her that it had more to do with her husband being a legacy, and his own football talent than due to his academic skills. But seeing the GPA of 3.9 she felt as if she had unfairly underestimated her son his whole life. "Well, you did a great job encouraging me and giving me an incentive to apply more in class, mom." For a second, she looked a little confused. She didn't understand what he was talking about, but then remembered the little chat they had before classes started. Gwen had found out that Thomas had sold some of their holiday pictures to his friends for some extra cash. At first, Gwen had been a little shocked, but Thomas had explained to her that he had been teased for years at having a milf for a mom, and he would use the money to pay for school stuff like books, etc. Gwen dismissed it because, after all, the photos where just of her at the beach, and even if her husband had left enough money after his death for her to live comfortably, it wasn't a terrible idea for Thomas to make his own money. So, with a mind clouded by wine, flattery, and the idea that her son would have average scores at best in his school subjects, she told him that if he could maintain a grade point average of at least 3.6, she would model for him to make some more cash for his second year. "Oh, well I guess I can't back out now..." She said, as her head was still a bit fuzzy from the wine, but as she saw the calm look in her son's eyes, she relaxed a little. "Mom... don't worry. I might already have buyers for the pictures, but it's not like I'm going to f***e you to pose nude or anything!" She smiled at him as she hugged her son, relieved to hear that while he might have been naughty enough to sell her pictures to his friends, he knew she wouldn't be willing to pose nude or anything like that, as it would be indecent and so wrong for a son to ask his mother to pose nude for him. "Well, go unpack and clean up, I'll have your favorite meal on the table in about an hour." Thomas rushed upstairs as Gwen went into the kitchen to put the Mac 'n Cheese in the oven. As she poured herself another glass of red wine, she picked up the report card and smiled again. She had been married off to Thomas's father when she was s*******n. Her father and Thomas's were business partners, and business-wise it made sense for her to marry him. She never had romantic feelings for the man, but she had learned to love him for what he had given her in the form of her son, Thomas. The cute little baby had turned into an affectionate c***d; The c***d into a playful teen, and the teen had finally turned into a handsome, smart and self-secure young man. They had a lovely dinner and caught up. He talked about his year away at school and she complained about being a stay at home mom, with no c***dren, was boring. Because Thomas was still tired from the traveling, he went to bed early, but not before agreeing to go to the park with her for a picnic the next day. The next day at the park, as they settled in the shade of a big tulip tree, she watched as Thomas took out his camera from the bag and snapped a couple of photos to see if the light was good. Seemingly satisfied, he smiled at her and settled on the ground, watching his mom through the lens. Gwen had worn a bold, cute little blue-and-white checkered dress, with a low sweetheart neckline, which showed the tops of her perky c-cup breasts, a flattering high fitted waist, and cute cut out. To add to her appeal, she had curled her long blond hair in a fifties style Hollywood haircut, applied a bright red lipstick, and a worn a pearl necklace, to finish her look. After having a nice little lunch, Thomas started taking pictures of her as she was eating some raspberries, but he didn't say a word to her the entire time; He simply walked around her and snapped various pictures. Thinking that this was a lot tamer then what she had expected, Gwen looked up at her son. "How much are you going selling these for?" Gwen was suddenly curious about how much a bunch of pictures of a woman in her late thirties was worth to some horny boys and pervy old men. "Ten bucks for the set. After all, you show a lot of leg and you do look like a pin-up model like this." Those comments made her blush a little, but as she saw Thomas capture that moment on film, she blushed even redder. "If you look up at me with your lips partially open, I could ask for more money." He said, as he had stepped right in front of her as he looked down through his camera lens, snapping away at her. Instinctively, she looked up at him and put on her most seductive look for the picture, trying to look even sexier. "Reach with one hand for my belt buckle." Her son said casually. Gwen couldn't believe what her son had just said to her and shot him a look, but seeing no reaction, she nodded almost imperceptibility and placed her hands on his big belt buckle, licking her lips slowly as she looked up at the camera lens. "Perfect! That's exactly the look I was going for. You just doubled the value of this set, mom." He said as he walked away to stash his camera back in his bag, leaving his mother in a stew of emotions. Trying to compose herself, she started to pack everything in the picnic basket. "Really? " She asked a little skeptically. She couldn't believe that doing all that had doubled the value of the picture set. "Why would someone pay twenty bucks just for some teasing pics? It's not like they can't get porn or pictures of some famous model for free off the internet." "That's exactly why mom. It's easy to find smut on the net, but classy pictures of a real, natural, beautiful woman is a lot harder to find, and a lot hotter as a result. " He paused, and smiled at her, this time a bit more playfuly, just like he had growing up when he was up to some mischief. "If you want," Gwen said, "we can always make the next one a little more playful! After all I did agree to do at least three sets." The rest of the day Thomas spent catching up with some friends and it was already late when Gwen heard him stumble home. The next morning, instead of waking her son up and inviting him to go to the gym with her, she left him to sl**p it off. Gwen had gotten into the routine of spending her mornings at the gym for a mild cardio workout, and then a yoga session to keep in shape. At first she had started going just to be out of the house and meet people, but it had quickly turned into something she really enjoyed doing. Noticing that her son was still in bed, she made him some pancakes and went into his room to wake him up. As she opened the door holding the breakfast tray, she was greeted by a view that stunned her. Thomas was 6 foot 2 and covered in muscles. He had broad shoulders, a chiseled 8 pack, and muscular legs. But what impressed her the most was what she couldn't see, the long hard bulge, hidden by her son's boxers, but was stretching them out obscenely. "Mom, 5 more minutes!" Thomas said as he flipped to his stomach and pulled his pillow over his head, reverting to how he was in his early teens when he needed to wake up. Placing the tray on his bed she opened the shade to flood the room with sunlight. "Common sl**pyhead, time to get up!" She said as she pulled the pillow off his head and threw it on his desk. Thomas growled something incoherently as he went to sit up, stretching his muscular body slowly. Seeing the pancakes, he smiled up at his mother. "Thanks." Taking a bite, his eyes roamed over his mother's body and he grinned. "So you have to work to keep fit." He said as he finished his pancake. Gwen laughed and pointed at her son's body. "As if this happens by staying in bed till noon and eating pancakes." They both smiled and Thomas got out of bed and put on a pair of grey sweatpants. As they went down to the kitchen, Gwen was about to go to the shower but Thomas stopped her. "Wait mom, I think we could make a hot shoot before you go shower." Gwen looked at herself, she was wearing a pair of black V-front yoga pants, with flirty and a red little dip at the waist. The pants gave her a sleek silhouette, with a low rise and hits at her ankles. Her top was a red yoga bralette with ruched v-neck and straps criss-crossing across her back. Admitting to herself that she did look pretty hot at the moment, she agreed and walked towards the backyard. Soon Thomas was there with his camera in his hand. At first, he just asked her to do some yoga poses for him, and just like before he remained silent as he walked around her taking pics. But after about ten minutes, he walked back in the house, stepping back out a minute or two later holding a squirt bottle. "This will make it look even better, mom." He said as he simply started to vaporize water on her face, chest and stomach, before she could say anything about it. As she shrieked away from the squirting water, Thomas took some more pics before stopping and flashing his mother a wicked grin. "Lay on your stomach and grab your ankles?" Thomas said as he positioned himself on one knee in front of his mother. Gwen was about to ask if this wasn't a bit to explicit, but the calm and controlled demeanor of her son made her forget about her fears and she posed for her son like he asked. "Remember how you felt yesterday when you were posing sexily? Try to get back into that mode." As she tried to get back into that slightly aroused state she looked at her son's upper body, letting her eyes travel across his well muscled chest, and somehow that helped her get into the mood. "Good, now get into the cat position." Gwen was a little surprised that her son knew the name of yoga poses, but promptly got onto her hands and knees and bent her back upwards like a hissing cat. Thomas took more pictures from the side and back. "Now, go to the cow position." Gwen smiled as she lifted her head up as she arched her back low, making her ass stick out. She could hear Thomas clicking away behind her and she knew she looked hot like this, her tight ass up in the air, pointing at the camera. "So those should sell pretty well." She said smiling. Thomas grinned back as he was still looking at her through the lens. As he came back to stand in front of her he said, "and even more if you look into the camera lens and give me a look as if someone was standing behind you." Because of the casual tone he used, it took her a few seconds to understand what he meant, but when she got it she just blushed and laughed and gave him her best "O" look she had. "Good, now lie on your back and give me a bridge with a wide base, but do it in slow motion," he said as he went to stand close to her feet. As she planted her feet on the ground, she wondered what would be so sexy about this pose until she felt the fabric of her black yoga pants hug her excited vulva, showing off a clear camel toe. When she was in position, she saw Thomas move around to the front to take more pics. "Look at me and open up wide." As she did, she half expected her mouth to be filled by her son's cock and was somewhat disappointed that Thomas was just taking pictures. Just like the previous day, the photo-shoot stopped abruptly with her son just putting his gear back in its bag. Feeling a little confused again, Gwen rolled over and got up. "Good set?" She asked, trying to resist the temptation of asking how much he would sell the pictures for. Looking up at his mother, Thomas flashed her a half smile. "Probably thirty, forty bucks." He saw Gwen's slightly disappointed look and took out his camera again. "Walk back in the house," he said, following behind her and snapping pics as they went. "Go up the stairs... slowly." Knowing where he was going with this, Gwen hesitated but decided to see just how far her son would play this game. As she got to the top of the stairs, Thomas asked her to wait. "Mom, I want you to slowly take off your top, but don't face the camera, please." Again Gwen was confused, one part of her was really thankful that her son wouldn't take pictures of her breasts, but the other part of her felt a little disappointed that he didn't want to see her like that, and his voice sounded so disinterested. She slowly lifted her top over her head and dropped it on the floor. "Now look over your shoulder at me and use your finger to call me closer, then slowly walk towards your bathroom." Gwen tried to give him the sexiest look she could imagine as she turned to look at her son, letting her tongue touch her upper lip as she used her finger to beckon him after her. She slowly led him to the bathroom, not even checking to see if he was following her. As she walked, she made sure to put a little extra sway in her hips and ass, proud of the fact that she still looked good after all the exercise she had done. As they arrived at the door he made her stop again. "Mom, I want you to slowly take your pants off, bending over as you do so I can take some pictures of your ass in your panties." Again she was caught off-guard by the dual feelings of relief and rejection as she did her best to follow her son's commands; slowly sliding her tight pants off while bending over. Gwen blushed for a second as she realized that her son would have a perfect view of her tight little yellow "boy shorts" she was wearing, as she bent over. When she was done, Thomas simply told her to get into the shower and take off her panties. "Mom, I want you to keep one leg out of the shower while you're taking them off, and drop them on the floor outside the shower stall," he said as he continued taking pictures of her. Gwen was waiting almost breathlessly for more instructions when she heard the door close. Looking behind her, she saw that Thomas had left her alone in the shower. A frustrated sigh escaped her lips as she turned on the water, wondering what on earth was wrong with her. She knew she shouldn't be thinking these thoughts, she knew she shouldn't be excited posing for her own son the way she was, but she couldn't help herself. Reaching between her thighs as she was washing her legs, Gwen felt how wet she was, how turned on by all of this she actually was. Finishing up quickly, she dried herself off and put on her favorite off-shoulder top, picking that because it was white and so old that it was nearly transparent. Running to her room, she pulled on some black knee high socks and white panties and went to look for Thomas to see what his plans for her were. She found him in his room looking at the pictures he had taken of her on his 32 inch monitor. A small guilty part of her mind had been secretly hoping to find him with his hands down his pants, stroking his hard cock as he looked at the pictures of her, but like always he seemed composed and professional as he tinkered with light and color balances. "Oh my god! I never thought I would look that hot in those pictures!" She said as she walked into the room. Thomas looked over his shoulder and grinned at her. "Yeah most of my clients want them already and one of them is begging me to catch you masturbating." He said with a shake of the head as to show his mother how ridiculous he thought the idea was. "Really?! he asked you to take pictures your own mother naked, and touching herself?" She asked, shocked that someone would even think about asking him that. Thomas just shrugged his shoulders. "Not naked, he's more into the teasing than actual nudity, but then on camera." Gwen thought about it as Thomas started to work on one of the pictures of her ass while she was on her hands and knees. "How much is he offering?" The second the words left her mouth, she knew that she sounded much more eager then she wanted to. Thomas heard it too and turned his chair around slowly, looking her in the eyes. "Dressed like this, probably around $250. If you can orgasm for real, $500 easy." Gwen was shocked at the amounts but what surprised her most was that she was actually contemplating doing it, and that just the thought of letting her son film her like that was making her wet. She was just about to dismiss the idea when Thomas got up and grabbed his backpack. Taking her by the hand, he guided her back to her own bedroom, Gwen following him, almost in a daze, like a lamb for slaughter. Gently pushing her on the bed, he opened his backpack and grabbed a camera with a tripod and placed it at the foot of his mother's bed. "Just relax and get comfortable, mom." He said as Gwen propped some cushions behind her, lying back a little as Thomas readied the camera. When it was ready, he took a handheld camera and walked to the side of the bed. Smiling at his mother, he reached around her and tied a little knot in het shirt right between her shoulder blades. At first Gwen didn't understood what he was doing, but when he was done, she felt her breasts being pushed together in her shirt. She looked down and could see that her tight sleeveless shirt was now clinging to her chest, and her rock hard nipples were poking out against the thin material. "Try to keep your hand inside your panties while you're touching yourself, mom, and if you can show your stomach and tummy, that would look even better, but if you can't, try and stay covered up as much as possible. Remember, these are teasing pictures, not porn." As he stood up and started the tape, Gwen was feeling a little self-conscious at first but she had been so horny for the past few days that she decided to just let it all out and have fun. Closing her eyes, she rested her head back against the pillows as one hand started to caress her neck as the other started to trail down the inside of her legs. She started to fantasize that it was someone else's hands touching her, caressing down her thighs, as she lifted her shirt just a bit to show off her sexy toned tummy as her finger stroked the skin close to the waistband of her panties. While she used one hand to caress her face, she pushed her other hand deep in her panties and started to tease her wet pussy lips, moaning low in her throat, biting her bottom lip to stop from being louder. Gwen was lost in the pleasures of her own fingers touching herself, lost for several minutes in the slow and sensual stimulation of her pussy. She could hear Thomas moving about the room, trying to capture as many angles as he could. Gwen could feel him moving in for what she assumed to be a close up of her face as she bit her lip, trying not to moan too loudly, and punched two fingers in and out of her wet little tunnel. The moans she let out were closer to the sounds an a****l would make, than what a human would, as she kept her eyes shut and fingered away all her frustrations. "Don't freak out, I'm just adding some water for effects." She heard Thomas say as she felt him dribbling some water onto her face and chest. Thomas smiled, seeing that the water just made his mother's shirt even more transparent, her hard nipples almost clearly visible, as he started filming from different angles again. For ten more minutes Gwen fucked her pussy hard, moaning and thrashing her head from side to side in pleasure, wet splashing sounds filling the room. She thought she was going to go crazy, not allowed to take her panties off to really touch herself like she wanted to, the limitation imposed on her by her own son driving her insane with frustration. She reached down, about to rip them off when Thomas stopped her. "Get on your hands and knees again Mom, then slowly hook your fingers into the waistband of your panties and slide them down." Too far gone to even think about anything, Gwen just did what he told her to do. She got on her hands and knees, slowly letting her head down on the bed, as she pushed her tight ass up in the air to reach back for her panties and pull them down. Thomas smiled to himself as he knew he had some great angles of his mom. The fixed camera at the foot of the bed had a perfect shot of her sleek back as her top was rolling up her back, showing the sexy arch of her spine. "Play with yourself mom..." He said, as he let his camera slowly pan up, starting from her feet and moving slowly up her legs all the way to her ass... pausing there to let the camera truly capture the perfect shape of her tight sexy ass... watching as his mother spread her legs, showing off her wet little slice of heaven between her thighs... her fingers rubbing herself franticly, hearing her low moans of pleasure as she worked her fingertips up and down her slick pussy lips before moving higher... back to her face. Then he paused the fixed camera and stood in front of his mother recognizing the signs of an upcoming orgasm. "Don't stop, mom, but I want you to get up and sit on the edge of your bed." Almost like a real pornstar, his mother sat up, propping herself up on one hand, her knees and legs still spread, still rubbing her wet pussy while giving the camera the sexiest look she could make. Gwen reached out with her free hand to grab a hold of the waistband of her son's pants, using them to pull herself up to a sitting position. Slowly, Thomas ran his fingers through his mother's hair, leting his hand push the blond curls out of his mother's face. Gwen was lost in the moment... her fingers rubbing up and down her wet slit, her gaze locked on the large bulge that was sticking out in her son's pants, imagining what it looked like... imagining what it would feel like.. in her hand... in her... Thomas just smiled as he saw his mother licking her lips. He placed his hand on her naked shoulder, caressing her silky skin before softly pushing her back onto the bed, his camera moving over her body, taking picture after picture. Zooming out to get her entire body in the frame, focusing both on her face and on her fingers moving in and out between her wet thighs, he whispered. "Come for me mom, cum for the camera,... I want you to cum so hard for me." Gwen moaned as she heard what her son was telling her, almost like he was giving her an order. Closing her eyes, the horny mother imagined herself being taken by that magnificent pole that was hiding in her son's pants, feeling his hips impacting hard against hers as he rode her and made her his. As her body started to shake and convulse she let out a loud moan, groaning in pleasure as she worked herself higher and higher towards her orgasm, not caring that she was cumming so hard in front of her own son. As she lay there panting for breath, slowly regaining her breath, Gwen heard Thomas moving around the room. Looking over at him to see what he was doing, she saw he was holding a sign. She smiled as she read it, slowly turning over onto her stomach as she took off her shirt, letting Thomas film her naked back and behind. Thomas took a chair and sat next to the bed, watching as his mother slowly crawled towards him. She placed her hands on his legs and looked up into the camera with a sultry look on her face. "I hope you enjoyed that Johnnie." The slutty mother said. Then, Gwen leaned in closer to the lens, giving it a big kiss before leaning backwards on her bed again, smiling happily. Thomas took care of his camera gear and tossed his mother's shirt over her to cover her up a little. As she watched him walk away, Gwen didn't feel conflicted at all. She knew for a fact that her son had noticed her and liked what he saw. The next few days passed by in a blur and Gwen started to doubt herself. She had clearly seen the bulge in her son's pants. She was confused as to why he hadn't said anything about it and acted like nothing had happened between them. He seemed cool and distant to her and she started to doubt herself and started to feel guilty because of what she had felt for her own son, the desire and need to please, the aching in her pussy for his cock. Thomas acting like nothing had happened between them only made those emotions stronger. Gwen was working out back in the yard, working in her garden when her cell phone rang. "Hi Sweety what can I do for you?" She said as she answered the phone. "Hey mom, could you pick me up at Jeff's?" "Sure, baby, I'll be there in about 10 minutes." She replied. Getting into her car she wondered if she should have told him she was going to be a bit longer and changed before leaving. Looking down at herself, she saw the dirty daisy dukes and flannel shirt she was wearing, she didn't want her son or his friend to see her like that. But then again, she thought, maybe this was the best thing as she needed to put this whole camera business behind herself and get on with her life. When she got to Jeff's f****y's horse farm, she saw two cute girls leaving the barn, looking slightly disheveled but with grins on their faces. Getting out of the car, she looked down at herself and sighed. Running her hands over her shirt, brushing off some of the dirt on her shorts before tying her shirt up in a knot to show off her toned stomach, Gwen thought that she was just as sexy as those two girls. Walking into the barn, she could immediately see why those two girls looked so disheveled. The barn looked like the set of a cheap movie. Looking around, Gwen saw how Thomas was packing up his camera and Jeff, one of her son's friends, was still buttoning up his shirt. "Hey mom, thanks for coming to pick us up." He said as he closed his backpack and stood up to face his mother. Looking her up and down from head to toe her son smirked, opening his bag he took his camera back out. "So mom... " he said with a long pause, "feel like taking the last set here with Jeff?" He asked casually. Gwen looked over to Thomas and smiled shyly. "What kind of pictures?" She asked, biting her bottom lip and looking back and forth between the two handsome men, more out of pretense than out of real concern for what her son had in mind. "Just some romantic looking pictures and maybe some more playful stuff we'll see." Gwen smiled as she looked at the two young men, immediately feeling her panties getting wet and sticky. She should have been ashamed about this but she had been so horny the past few days that she actually wanted to feel some hands on her body, even if they belong to her son or one of his friends. She was still lost in her own fantasies when she felt two arms wrap themselves around her from behind, pulling her against a hard body as her son started to shoot his camera. Closing her eyes, she gave in to the strong hands that where caressing her tummy as she reached up with one hand to grab the boy's head. The horny mother felt a pair of lips caressing her neck and she moaned when she felt one of her son's hand popping open two buttons on her blouse, before dropping to her waist again. "You two have done this before, haven't you..." Gwen thought, remembering seeing the two girls leaving the building just before she got there. Both men stayed silent and continued what they were doing. Gwen felt safe and decided to just let what ever happened, happen. The horny mother didn't hesitate when her son asked her to pop open the first and second buttons of her shorts. She felt Jeff grab the sides of her tight little shorts in each hand and pull them apart. She shivered, biting her bottom lips to stop herself from moaning and just telling him to rip them off. Jeff turned her around to face him, and started to kiss her while he was pulling her shirt off, pushing his tongue into her mouth, and leaving her in just her shorts and bra. Gwen kissed him back passionately, giving in to the pleasure of his tongue in her mouth and his hands on her body. Taking some control, she slid her hands up his chest and started to open his shirt, feeling a sudden urge to feel his strong chest muscles under her fingers. As the horny mother worked her fingers down the buttons on his shirt, opening them one by one until only the last one was closed, she felt a hand on her head pushing her down. Feeling both of Jeff's hand squeezing ass, she realized that it must be her son pushing her to her knees. "Don't worry Mom, you can take off his pants, but I want you to stay dressed... for now, but we need some cock in the pictures." Her son said, grinning as he continued taking pictures of his best friend and his mother. They didn't have to ask her twice, she was so horny she was ready to do just about anything to get off. She slowly undid his belt and started to unbutton his jeans, looking up into the eyes of her son's best friend the whole time. Her eyes opened in surprise and she looked up at Jeff, "Naughty boy," she said, grinning as she was pleasantly surprised that he was going commando, his thick eight inch cock, hard and throbbing for her. She was just about to lunge for it when her son's voice stopped her. Confused, she turned her head and Thomas could see that his mother hadn't really heard him. "Go and sit on your hands and knees on that hay stack over there," he said, grinning as he saw the hunger in her eyes for his friend's cock. "Now don't freak out, but I want Jeff to put a hand down your shorts from the back and pretend to finger you. Don't worry he won't really do it, you just make it look like he's finger fucking you really good." Gwen just nodded, and was about to say she didn't mind it at all when she felt a big strong hand slipping under her panties and right up against her dripping slit from behind. Without losing anytime, the young friend of her son pushed two fingers deep inside the horny mother, drilling her wet little pussy as if there was no tomorrow. Biting her bottom lip, and letting out a deep low moan, she looked straight into the lens of the camera, seeing that the red light was on, knowing that she was being filmed with her son's friend fucking her pussy with his finger. "Mom I know it's hard to pretend, but could you be a little more into it?" Her son asked her, grinning to himself. Gwen almost lost it right there but she just nodded and started pushing back on the two fingers that were skillfully banging her towards the first orgasm she had not created for herself in months. Just as she was about to explode, the hand left her shorts. Panting in need, and letting out a groan of frustration and despair, she looked behind her but Jeff pointed towards Thomas. Turning back to face her son she could see he found it very amusing to see her like this. "So mom, for this next part, I want you to turn around and face front, take off your shorts, and we'll do the same thing, but this time from the front." He paused for effect. "Of course if you're not comfortable with this, or don't want Thomas to accidently touch you with his cock, on your hips and side, just say stop and we will." "No No boys it's fine, I trust the two of you," the horny mother said with a moan, desperate to cum. The two boys exchanged a knowing look. As the red light went back on, she slowly flipped to her back, slipping both thumbs in her waistband and slowly peeled her shorts off, tossing them aside. Then, Jeff walked up to her and gently pushed her down, letting his hand trail from her neck to her panties ever so slowly. For a second she felt a embarrassed, acting like a total slut for the camera, lying there in just her underwear and boots but as Jeff slipped his hands in her panties and pushed his fingers into her pussy, curling them up to stimulate her G-spot, all thoughts flew from her mind and she fell back down, groaning and whimpering in pleasure, grinding against the hand. The boys exchanged another pleased look when, without even asking her, or giving her any directions, the horny mother started to play with her breasts, first through her bra, then frustrated by the material, she tried to get her hand under it. Seeing his mother struggle in arousal, Thomas moved in on them and placed his knees on both sides of her head as he took a shot of his hand slowly pushing the straps off his mother's shoulders. Once they were down, Gwen pulled her own bra off and started playing with her breasts again, caressing herself and pulling on her hard nipples, causing a moan to escape from her lips. Jeff kept fingering her, but wouldn't let her cum, keeping her on the edge of her orgasm, driving her crazy with the need to cum. But, just as before, right when she was seconds away from her needed release, the hand disappeared. With a loud groan of frustration, and a curse under her breath, Gwen looked up at Jeff, almost pleading with her eyes to let her cum. Then, Thomas helped her up and pointed to his friend to sit down. "Okay now I want a couple minutes of you riding him like a cowgirl, mom." Gwen smiled as she took her son's cowboy hat and went to straddle Jeff, happy that finally she would be in charge. This time the boys would be treated to the sight of a real orgasm. The horny, and by this point, desperate, mother placed her son's friend's cock just right and she started to slowly gyrate as if she were riding a mechanical bull, thankful for the fact that he immediately went to grab one of her breasts to play with as his crotch pushed back against her. Waving with her hat and making rodeo sounds, her gaze was captured by what was tenting inside her son's pants. Biting her lip, she almost fell as she felt her left leg being lifted off the floor. Spinning 180 degrees to put her into a reverse cowgirl position, she felt Jeff push down the waistband of her panties in the back and slip his cock between her cheeks, as Thomas repositioned himself to film her from the front again. Loving this idea as Thomas' view was blocked, she clenched her legs around Jeff's rod, coating him with her excess juices before bouncing on his lap again. Thomas smiled as he saw his mother really getting frustrated, watching as Jeff angled his cock so that she couldn't get enough friction to get herself off, keeping the horny mother from her badly needed orgasm. Things were going exactly as planned, and Jeff was sure that soon his mom was going to make him a fortune on his porn site. But first he needed to push her just a little bit further. "Okay Jeff, I need you to lift her up a little and get her on her hands and knees on the floor. Mom, I need you to reach back and peel off your panties. Trust Jeff, he is a pro," her son said, knowing that at this point, his mom would do anything he told her to in order to cum. Gwen didn't care about the camera, or the pictures, or any of it anymore, she just needed to be fucked hard. Nodding her head, and desperate for that hard cock to fill her, she moved to the floor and grabbed her panties, sliding them to her knees. She was about to get up when she felt a foot push her head to the floor keeping her pinned like that. Understanding the message, the horny mother reached for her ass cheeks and pulled them apart invitingly for Jeff, showing him her wet dripping pussy, and expecting him to bury his cock deep inside her. But the young man just pressed her legs together and started to fuck her thighs instead, expertly fake fucking her just good enough to keep her orgasm building and building, but not hard enough to set it off. "Dude, I'm really close to busting a nut here." Jeff said, as he stopped moving. Gwen, moaning and whimpering, wanting to cum so bad and trying to pay him back a little, started to squeeze her legs together, around his cock. Suddenly, she felt a sharp slap on her ass as the young boy showed the horny mother who was in charge here. As the young stud got up, Gwen almost collapsed to the floor, now that she wasn't being supported by his huge tool. "Okay mom, I know this is a little weird, but I need you to straddle me for some POV shots." Hearing this, the thirty eight year old mother jumped up and got on top of her son, her pussy already leaving a wet spot on his jeans. Making sure she was in the frame, he gave her the cue to start. Not needing to be told twice, Gwen started to gyrate and buck enthusiastically on top of her son feeling the rough touch of his jeans on her shaven pussy. Looking down at the body beneath her she bit her lips looking straight into the lens with a intense gaze the translated pure lust. As Thomas got the footage he needed and noticed that his mother had been totally pushed over the edge he signaled her to turn around and reverse cowboy him for a while. Her mind was ablaze as she turned around, her loins where on fire and she desperately needed to climax and she didn't care anymore on how this looked. Seeing Jeff standing up again she grinned and motion him to get closer, admiring the resilience of the male body she placed her hands on the edge of the bench, leaning forward seductively as she opened her mouth as an invitation for the rock hard, throbbing cock that was gravitating in front of her. The youth didn't need to be asked twice, so stepping forward he impaled his best friends mother onto his cock, using her face as he would a juicy pussy. For a second Gwen tensed up surprised about the intensity of having a throbbing cock being pushed down her throat, but getting in a rhythm of swallowing everything the youngster pulled her forward she quickly relaxed. While Jeff was expertly skullfucking his mother, Thomas got out from under her and positioned her on hands and knees and placed his camera on a tripod to capture the scene. Slowly Thomas slipped his belt out of his jeans, walking towards his mothers exposed back. Bending the leather in two and wrapping it once over his hands making sure to have a good grip he winked towards his friend, who understood what was coming. Gwen was was finally getting used to the drilling when suddenly Jeff pulled his hard cock completely out of her mouth, leaving a trail of saliva hang between her lips and the purple head of his cock. She looked up confused at his smiling face wondering why he pulled out when a sharp pain shot through her ass. Yelping as she felt the sting of the slap at the same time she heard it, her complaint was muffled by Jeff's cock, which reclaimed her throat. For the next ten minutes the boys kept toying with her, every time Jeff pulled out, Thomas would land a blow on his mother's ass, whose cries would be silenced by Jeff plugging her mouth again with his cock. The horny mother was not only feeling slightly disturbed due to the fact that the two boys seemed to be a well oiled fucking machine, moving in such a sync that she couldn't accidently bite Jeff as Thomas landed his strikes but most disturbing was on how much she enjoyed the feeling of leather spanking her behind. The fact that it was her son controlling the whipping only made her juices flow over her inner thighs harder. Thomas finally happy with the red streaks he had inflicted upon his own mothers ass, walked towards his camera and picked it back up. He started with shooting some footage of how Jeff was getting deepthroated before giving him a tap on the shoulder. Jeff once again pulled his rigid cock out of the slick mouth of his best friend's mom and slapped her with it a little, leaving a streak of saliva on her cheeks. Moving in behind her, trailing his fingers over her spinal cord, she felt giddy in anticipation of having that hard, warm cock inside of her, as she felt the tip of his cock slowly tease her by rubbing her from the crack of her ass to her clit and back, she was distracted by something else. Merely inches from her face she saw what she really longed for, Gwen bit her lip as her field of vision was filled by the jeans clad lower body of her son. His hard cock clearly etched in his pants, fighting to see the light of day, lifting her hand as if in a trance she slowly caressed the tent. Jeff took his time lubing up his friends mother's asshole with her own juices and smile, the woman he had a crush on since he was eight years old was now completely under their spell. He waited until her hand moved to caress the abs of her son before pushing in. As the tip of his throbbing member pushed past her sphincter he made sure to be buried hilt deep in one move. His effort where rewarded by a pure bestial moan, torn between pleasure and pain, but most off all she had reacted just as he had predicted. Her hand had grabbed Thomas waistband to steady herself pulling his crotch right into her face. With a stroke of luck two of the buttons of his jeans had popped open, revealing the purple head of Thomas' cock. With ten inches and a veiny shaft Thomas had always sported the best cock of the pair, but as they had learned over the years, some women needed to be warmed up to it first as it looked scarily big. Smiling Jeff noticed that Gwen was not one of those women. Thomas smiled as his mother was now franticly pulling his jeans down, freeing his monster cock from it's restraints. He did not only enjoy seeing how much his mother wanted his member, no what amused him the most was that all the teasing, no matter how much fun it was had served little purpose. While his mother grabbed his thick cock with both hands and started to passionately kiss the tip of it, he thought that all he should have done to get what he wanted was to simply show his cock to his mother. For years now he was planning this and he couldn't help to scold himself for not noticing just how much of a slut his mother really had been all this time. "Turn her around." He said to his friend who grabbed his mother by the ankles and spun her 180 degrees around his cock to put her on her back, her head hanging over the edge. Putting his camera back on the tripod he kicked his jeans completely off and moved back in place. Grabbing his mothers breast, one in each hand he then positioned the tip of his cock against the lips of the woman that had given birth to him and slowly started to inch it in. His mother did a great job using her tongue as he pushed the tip of his pulsating cock in her mouth but rapidly she could do little more then just take it, making sure that she kept her jaw relaxed as she felt stretched as never before. As she felt her sons cock reaching her throat she started swallowing again willing herself not to gag as she desperately wanted to show him, she was his to use. Thomas smiled as he pulled out again, letting his mother catch her breath before going back in. He had to admit he was surprised she had taken about three inch past her throat already, leaving only two inch of his cock dry. Pushing back in he was determined to see just how much his mother could take. Just as he started to move back in he felt how his mother took a large breath readying herself for it. Grinning Thomas did not take it slowly and pushed his cock into her throat, feeling his mother trying to swallowing him whole. The moment his balls touched her nose the boys high fived as they could see just how far his cock was jutting in his moms throat, clearly visible to them and the camera. He stayed there for a while until Gwen's face started to turn red, pulling back just enough to let her breath again he quickly went back inside of her throat enjoying the swallowing sensation around his cock. Thomas and Jeff both paced themselves trying to make this last as long as they possibly could, but after a couple of minutes it was clear that both young men where ready to explode. So stepping backwards Thomas allowed his friend to yet again shift his mother around on his cock, pulling her onto his lap, exposing Gwen's bald and slippery pussy to her son. Without missing a beat, Thomas stepped back in and of a second the boys felt the familiar feeling of each others cock with nothing more in between then a woman's tiniest bit of flesh as they started to tagteam her. The feeling of two young throbbing members inside of her at the same time pushed Gwen over the edge as the biggest; most powerful orgasm ever claimed her mind and body. Grabbing her son by the neck she kissed him at the same time that she felt hot jets covering her insides. Breaking the kiss Thomas stood up and pushed his still erected penis in his mothers mouth, who diligently started to clean off their combined juices. When she was done he helped her off his friends cock, but instead of letting her go he turned her around and pushed her between his friends leg. It was clear that Gwen did not like that though, so Thomas just smiled as he picked up his camera and zoomed in on her. "Tell you what mom, clean up your mess and you'll get some more when you get home. So show me some spirit." Gwen just smiled back at the camera and went to work on Jeff's cock as if it was the best Popsicle in the world.