“NNNNNGHHH!” Carol moaned loudly as her son sucked hard on her nipple. She put her hand on the back of his head and pressed his face hard into her breast, holding him there for several long moments. Hugh thought she was going to smother him, but she finally released his head from her grip and let him pull his face back enough to take a breath through his nose. He sucked on her nipple for another moment, then switched to the other breast and repeated what he had just done.
“OHHHHHH, my GOD, that feels so good!” Carol moaned as her son sucked on her nipples. Her pussy was soaking wet by now, her clit tingling as she felt things she hadn’t felt in years. Just when she thought it couldn’t get any better she felt her son’s hand running up the inside of her thigh and then cupping her mound, rubbing up against it. She moaned loudly and bucked her hips forward at his touch.
By this time Hugh had given in to his arousal, no longer caring that it was his mom whose nipples he had in his mouth. All he knew was that she was a woman, she was half-naked in front of him, had insisted that he first touch and then suck on her tits, and that he wanted to go further. So he did, taking one hand away from her tits to slide it up the inside of her thighs, running the palm of his hand over her mound firmly. He could feel the heat emanating from her, and the crotch of her pants was slightly damp to the touch.
‘She must be soaked by now!’ he thought to himself. He decided to find out, so with his mouth still clamped onto her nipple he used both hands to unfasten her pants, open them up, and then push them down past her hips to her knees. He did the same thing with her panties, then slid his hand between her legs onto her mound, feeling her heat and wetness on the palm of his hand.
“OOOHHHHHHHHH!” Carol moaned loudly as her son palmed her mound, rubbing it firmly. She moved her hips back and forth slightly, her pussy and clit tingling, and she gasped loudly when his fingers slid between her outer lips to touch the wetness in between.
Hugh pressed his fingers firmly against her outer lips and spread them apart, feeling the warm, wet flesh behind them. His mom’s pussy was indeed sopping wet, and he rubbed his fingers up and down her slit twice before he slipped a finger inside her, making her jump and gasp as he did.
“OH! MMMMMMM!” Carol gasped and moaned as her son’s finger penetrated her soaking wet pussy. She immediately clamped down on it with her inner muscles, moaning and pushing his head further into her breast as his pushed his finger in deeper. He began sliding his finger in and out of her, slowly finger fucking her, then slipped a second finger inside her and made her moan again.
She was so aroused by now that all rational thought was gone, and the only thing she could think of at this moment in time was just how quickly she could get her son’s hard cock into her sopping wet pussy. She pumped her legs up and down, making her chinos slide down her legs to fall at her feet, then stepped out of them and kicked them aside. Her flat shoes followed, then she leaned over to the side and reached down to push her panties down past her knees, stepping out of them when they fell to her ankles. All the while she kept Hugh’s face pressed into her big breasts, but now it was time to turn him loose.
Carol put her hands on his shoulders and roughly pushed him back onto the bed on his back. He barely got a glimpse of his fully-naked mom before she bent over and quickly unfastened his jeans, pulling down the zipper and then yanking both his jeans and his shorts down his hips. He lifted his hips in reflex, watching her big tits swaying as she pulled his jeans down his thighs to his knees. Carol smiled when she saw his hard cock spring out, the veins clearly visible along the hard shaft. She quickly grabbed his cock in her hand and dropped her head down, engulfing it with her wet mouth and bobbing her head up and down on the shaft a few times. Then, anxious to have his cock inside her, she quickly climbed onto the bed on top of him, the look of lust in her eyes plain to see. She moved into position on top of him, one knee on either side of his hips, her big tits swaying and bobbing in front of her, then lifted one knee up to put a foot down on the bed. She grabbed his rock-hard cock in her hand and pointed it straight up at her pussy.
“Mom, wait, I don’t think…” he began, but she cut him off.
“SSHHHHHH!” she shushed him as she rubbed the head of his cock up and down between her outer lips, getting it slick and slippery with her juices. “Don’t talk, just lay there and let me do this!” she said, the desperation clear in her voice. “I need this, son, I need this so badly!” she said, placing the head of his cock against her opening. Then she sat down, engulfing the head of his cock with her pussy, closing her eyes and moaning loudly as she did.
“OHHHHHHHH, MY GOD!” she moaned, grabbing him by the hips and pushing her pussy down onto his cock. “HNNNNNNGGHHH!” she groaned, gritting her teeth with her eyes squeezed shut as she forced her pussy down onto his hard shaft, using her grip on his hips for leverage. She was desperate to get all of her son’s cock inside her as quickly and as deeply as she could, and it showed.
Hugh watched in amazement as his mom pushed her pussy down onto his cock, swallowing his cock in one long, firm stroke. Her pussy was warm, tight, and incredibly wet, so she had no trouble taking all of his cock at once as she impaled herself down onto it. She held her head up and dropped her knee to the bed, sitting down hard, pushing her hips down and grinding them around on his shaft, all of his cock now deep inside her.
“Oh, my God, that feels so good!” she moaned, opening her eyes and looking down at him as she slowly ground her hips down and around on his cock, savoring the feeling of her pussy being stretched and filled by his cock “You have no idea how good this feels!” she said, giving him a sly smile, her eyes hooded as she started to ride him slowly, sliding her pussy up and down on his cock in slow, even strokes.
“If it feels as good for you as it does for me, then yeah, I think I have a pretty good idea!” Hugh said, smiling up at her. Then he reached up and grabbed his mom’s big tits, closing his hands on them and squeezing hard. She moaned, smiling down at him as she rode his cock, leaning forward and putting her hands on the bed next to his shoulders for support. She looked into his eyes as she spoke, riding his cock in long, deep strokes.
“You have no idea how long it’s been since I’ve been with a man,” she said breathlessly as she rode his cock. “I need this so bad, honey, I really do!” she said, still looking into his eyes.
Hugh wanted to say something but didn’t know what to say so he said nothing, gripping her big tits harder in his hands as she moved on top of him. He pulled and tugged on her hard nipples, making her moan, and when he lifted his head and clamped his lips around one of the hard nubs to suck into his mouth, she gasped audibly and bucked her hips on top of him. She put a hand on the back of his head and pressed his face into her big breast, holding it there for several moments before putting her hand back down onto the bed again. Hugh switched to her other breast and sucked on that nipple as well, making her moan again, then dropped his head back down to the bed to watch his mom as she rode his cock. She rode him in silence for several moments, the room filled with the scent of sex, the pace of her movements slowly increasing before she looked into his eyes and spoke.
“I’m gonna cum!” she gasped, her eyes hooded and her mouth hanging open. “Oh, God, I’m gonna cum!” she said as she rode his cock faster.
“So cum,” Hugh said, keeping his hands on her tits and squeezing to urge her on.
Carol bit her lower lip and rode him even faster, almost frantically, and it was only a few moments more before her orgasm hit. She squeezed her eyes closed and groaned loudly through gritted teeth, grimacing as she held her head back while the powerful orgasm ripped through her.
“HNNNNNGGGHHHHH!” she groaned as the waves of pleasure rocked her body from the bottoms of her feet to the top of her head, riding her son’s stiff cock hard and fast. She couldn’t remember when she had cum with a man’s cock inside her instead of one of her dildos, and this orgasm was so intense that it shook her down to the very fiber of her being.
Hugh watched as his mom came, and from what he was hearing, seeing and feeling, she was cumming harder than she ever had before in her entire life. She rode his cock hard and fast as she came, and he could feel her pussy flooding and her juices running down over his balls as she came. He gripped her tits hard in his hands, hanging on while she rode her orgasm out.
When her orgasm finally ended it left her shaking and breathless; she sat down on her son’s hard cock and stayed there, pushing her pussy down onto it as she fought to catch her breath. She sat still for several moments, her mouth hanging open, her hair disheveled, and her eyes closed as she gasped and panted for breath. Hugh released her big tits from his hands and rested them on the tops of her thighs, watching her as she recovered from her very intense orgasm. After several moments he finally spoke.
“Are you okay, Mom?” he asked. Carol smiled at him as she replied, her eyes only half-open, a stray strand of hair hanging down over her face.
“I’ve never been more okay in my entire life!” she gasped, smiling at him.
“You came hard, huh?” he asked, and Carol nodded slowly as she replied.
“Harder than I’ve ever cum before, thanks to you,” she said.
“Hell, Mom, all I did was lay here; you did all the work,” he said, returning her smile.
“Not quite, honey,” she said. “What you did to my breasts played a major part in making me cum as hard as I did!” she said, her smile getting bigger. Then she started to move again, slowly riding his still-hard cock, sliding her sopping wet pussy up and down on the hard shaft.
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