This is a print version of story My best friend, my mother and me by knightrider419 from

My best friend, my mother and me

I was an only c***d, and my dad died in a car accident when I was 3 years old, so I had no real
memories of him. His death left just me and my mom alone, but thank goodness he had good enough
insurance that there was a small trust fund set up for me, to pay for my college, and enough after
that, so that if we lived modestly, not poorly, but a middle class life, there was enough money so that
mom never had to work again. We also got lucky, because an investment buddy of dad's had a real
crush on my mom, and for a few fucks (he was married) he took good care of our money, and
eventually mom had enough where we could even live very nicely and she'd never have to work
again, and I had enough money for college and then some!
My mom had gotten pregnant and had me when she was only 17, and so by the time I was just 15,
she was still a young, healthy, and horny woman of just 32. Mom wasn't some sexy model mind you,
she was a little plump, not fat, not at all, but a little plump, and had big tits for a woman her size, and
all in all, I think most men would have found her sexy looking, and I know I did at age 15. I know that
might sound weird to some people, but come on. How many guys whacked off in their lives, after
catching a glimpse of their mom's tits, probably the first real tits they'd ever seen?
Anyway, when I was 14, we'd moved to a new neighborhood, and a nicer house, and I'd had to
change schools. I wasn't the type to make friends easily, so when Bobby made friends with me, he
quickly became my best, if not my only friend. By the time were both 15, we were inseparable, and
where I was, he was, and vice versa. We spent almost every weekend at one of our two houses, and
usually it was mine, because Bobby insisted. We were best buds, pals, and there wasn't anything we
wouldn't do for each other. Soon, however, that would all change!
One Friday afternoon, I got sick at school. Bobby hadn't been there that day, and I heard his mom
had called in for him, because he was sick too. I was bummed, because we were supposed to spend
the night together at my house, with mom downstairs watching TV, while I laid upstairs alone in bed.
At any rate, the school nurse had called my house a couple of times, and gotten no answer, but it was
decided I could walk home anyway, because I had a good attendance record, and had never been in
trouble, and so they trusted me.
It was only around 11am when I walked in the back door of our house, and the downstairs TV was on,
but there was no sign of mom. I walked upstairs, thinking she might be in her room, and I heard music
playing, and then I heard a loud moan and then another. The odd thing was, one was a female moan,
sounding a lot like moms voice, but the other was definitely a male moan, and I couldn't tell who it
was. Quietly I tip-toed down the all, being careful, because I wasn't sure what was going on, and I
didn't want to get into any kind of trouble. As I passed my mom's bedroom, the door was cracked
open slightly, and I had to peak in. You know, curiosity kills the cat and all of that stuff. What I saw as
I looked in, stopped me cold in my tracks. There on the bed was my mom, my own mother, and she
was completely naked, and on her back, her legs spread wide. On top of her was Bobby, and he was
equally naked, and his small white ass was pumping up and down like a piston; he was fucking my
Her voice was deep and sexy as she urged him on, telling him to fuck her with his big, young, hard,
cock. He was grunting and groaning, and pumping like mad, and she was moaning in between his
groans, and her urgings to him! I was completely and totally caught off guard, and shocked, and I
must have bumped the door, and I think I even made a gasping sound or something, because Bobby
suddenly stopped in mid-thrust, and both he and mom looked over at me! I screamed out "MOM!" and
as she sat up, I got a great shot of her big tits, but I was too freaked out right then to really notice. I
heard her call my name, but I was already running to my room, and then I slammed the door shut
behind me, and locked it.
A couple of minutes later, mom was banging on my door, begging me to let her come in, and telling
me that Bobby had left. I yelled back for her to leave me alone, and I would talk to her later, MAYBE,
after I cooled off. She tried and tried, but my answer was the same, and eventually she gave up, and I
could hear her sobbing, as she walked away. I too had tears, but honestly, I know now that they were
more tears of jealousy, than of rage or hurt, even though I had no idea what they were right then.
There was one other thing though, I also had a hard-on that I could have hammered nails in to a
board with, and it was poking at my jeans so hard, it actually hurt!
I slid my jeans and T-shirt off, and then my boxer shorts, laying back on my bed naked, I started
jacking off, as the erotic image of Bobby on top of my mom, fucking her for all he was worth filled my
head. I was really into it, when something almost spoiled it for me. I remembered her telling him how
big and hard his cock was, and THAT made me angry! Last summer, Bobby and I had discovered the
joys of jacking off, and on more than one occasion, we had compared cock sizes, while we were both
hard. MY cock was a good inch longer than his, and it was quite a bit fatter too, so how could she
think HE had a big cock. It was right then that I realized that it was ME that wanted to be on top of
mom, pumping away like that, and I really was jealous of Bobby!
Right then, I felt my balls tingling, and my orgasm coming on. I started cumming, and my first spurt
shot up high in the air, and the second and third spurts quickly followed. All of that flying cum landed
back on me, splashing off of my hand, and my stomach, and soaking me, my body and the bed
around me. I quickly cleaned myself up, using my boxer shorts, and even though my cock was still
very hard, I laid back, and closed my eyes, and before I knew it, I was fast asl**p.
When I awoke, I was in one of those half awake, half still asl**p states, and it was dark outside, so I
had to really think about whether it was morning or night. A quick glance over at my bedside clock
told me it was around 7pm. I had slept for almost seven hours! My cock was hard, and I wanted to
jerk off again, but I smelled dinner cooking, and I went and took a shower instead. After my shower I
slipped on a pair of shorts and a T-shirt, and then finally went downstairs. Mom was in the kitchen,
and dinner was on the table. She'd fixed my favorite, spaghetti, and she had a bottle of wine open,
and it looked to be about 3/4 gone.
I sat down, and when mom came in, she was wearing a T-shirt, and just her panties. She really didn't
say anything, but just sat down with her glass of wine. I had already dished out my plate and I was
eating, and so mom took a little for herself, and then kind of picked at her food as I ate. She did finish
the glass of wine she already had, and then poured herself another, leaving maybe one more glass in
the bottle. I got up, and without saying a word, I got a wine glass, and poured the rest of the bottle in
a glass for me. Now, it wasn't the first time I'd ever drank. I'd had a glass of wine at Christmas, and a
glass of champagne at New Years, but that was about it. I'd never just had one with dinner. Tonight, I
thought, is a little different though!
When I got up from the table, I went into the living room, but I didn't turn on the TV. Instead, I sat
there sipping my wine, as mom cleared the table, and cleaned up the kitchen. Normally I would have
helped her but that night I wasn't in the mood. I purposely waited until I knew she was almost through,
and I had finished off my wine, and then I went up to my room, only this time, I left the door open and
unlocked. I no long heard the water running in the kitchen, so I knew she was finished, and the TV
downstairs wasn't on, so she was stalling, and I knew it. Eventually though, there she stood in my
doorway, a scared look on her face, as she lightly knocked on the door. I told her to come in, and she
came over and stood by my bed. She said something about how we needed to talk, and when I said
"Damn right we do." she didn't even correct my cussing.
At that point I got up, and brushed past her. She asked me where I was going, and I told her I was
going to her room, and we would talk there. She didn't say a thing, as she followed me, and then
when we got to her room, I sat on one edge of the bed, and she sat on the other, about five feet
apart. We were both silent, and I didn't know if she would start, and so I simply looked at her and
asked; "Why?".
She sat for a long minute, and then she told me she didn't know, she honestly didn't know. Yeah, like
I was going to accept that bullshit answer. I let it go though, and instead I asked her how many times?
She hesitated, and the in a weak voice, she said they'd done it four times so far. So, four different
times my best friend had put his dick in my mom! I thought for a moment, and I realized that Bobby
hadn't missed school four times, and I also couldn't think of four times he would have had the time
alone with her, except of course earlier that day. And then it hit me; the only other times could have
been when he'd spent the night with me! That asshole had been fucking my mom, behind my back,
as I'd slept.
I sort of blurted out, "Son of a bitch!", and mom cringed back a bit, but I hadn't directed it at her, but
rather at my own stupidity, and the situation. I then sort of snickered, and that really took her by
surprise. Then I spoke, and I said something about how while I was sound asl**p, tucked in my bed,
and dreaming sweet dreams, my best friend was pumping his hard cock in and out of her pussy. Mom
turned a bit red, and I couldn't tell whether it was from anger or embarrassment, but then she said
something about me using such language. My snappy come back was simply to say that "I" wasn't
the one fucking her friends! Mom turned even redder, and I backed off, this wasn't what I wanted.
Things were spiraling rapidly out of control, and that wasn't what I wanted, so I took a deep breath
and started again. Again, I asked her "Why?"
This time her voice was much more even and controlled, although I could hear a slight alcohol slur,
and I knew she must have a slight buzz. I wanted one too, especially now, and so I told her, I didn't
ask her, but I told her to go get us another bottle of wine and a COUPLE of glasses. I told her that IF
we were going to have an adult talk, then I wanted to be treated as an adult. I was a little bit surprised
when she didn't object in the least, but instead, got right up, and left the room. I think she needed a
break, and another drink to keep on going.
She came back to the room with another bottle of wine, and the two glasses. She poured a glass for
us both, and we each downed it, and then she refilled them, but this time we just sipped. I didn't let
her off the hook, but with the reinf***ement of the additional alcohol, she was now more ready to talk.
She started out, and I listened.
"Steven, I'm so sorry, but I have to be honest about everything that happened." "Whether you know it
or not, since your dad died 12 years ago, and before Bobby, I've been with exactly two men." "The
thing you need to know and understand is, that I am a healthy, young woman." "I might be your mom,
but when you are my age or even younger, you'll look at and feel different about women my age,
because I am NOT that old at 32, and I do still have needs!"
I looked at her, and I smiled. Hell, I knew she was young, and even I thought she was still very sexy,
but that wasn't even really my question, and I told her so. I told her that what I really meant was, why
Bobby of all people?
She answered me again, and I believed every bit of it. She told me that it had all started out as an
accident. She said that one night, while he had been sl**ping over, the two of us had gone to bed,
and it was around 11pm or so. She said that she had been right in the middle of masturbating, and
suddenly Bobby had knock on her door. He told her that he'd had a terrible dream, and she invited
him to get in bed with her, to calm him down. She then told me not to ask how or why, because even
she didn't know or have a good answer, but suddenly they were kissing, and then they were naked,
and then; they were fucking. After that night, she said that Bobby basically blackmailed her,
threatening to tell everyone, including me what happened, if she didn't do it again, and the forth time
they were doing it was when I walked in on them earlier that day.
Now things made a little more sense, and now it was really Bobby I was mad at, and not mom. There
was one other thing too, I was horny, and for lack of a better term, my dick was as hard as a rock! As
I sat there, I really began to look at mom in a different way. As I said earlier, she was a little plump,
but in a very sexy way. She had a very pretty face, and soft, sandy-blonde hair that cascaded down to
her shoulders, and her big green eyes would steal your heart. That's two things I had inherited from
her; the sandy-blonde hair, and the green eyes. Also earlier, I told you she did have big tits, and I
would later learn they were a 36D, which on a woman only five feet five inches tall, makes them look
even bigger. She had a cute ass as well, and my mom was the first woman I ever saw that also
shaved her pussy mound completely bald and smooth, but again, that would be something I would
learn later.
I squirmed a bit where I was sitting, trying to adjust my hard-on, without making it to noticeable, but
mom had already seen it, and when I looked at her, she was actually gazing right down into my
crotch. Now it was mom's turn to kind of take over the conversation again, and I noticed as she asked
me some questions, she had sort of this glazed look in her eyes, almost as if she was someplace
else, and thinking of something else.
She started out by asking me how much real experience I had with girls, and before I could even
answer, she chuckled, and told me not to lie. I hesitated a moment, but then I told her the truth. I told
her that once, when I was 11, me and this other guy had stripped, and shown our naked bodies to
this 12 year old girl on a dare, if she would do the same. Mom asked if she did, and I told her yes, but
it was more like she sort of ran out of the closet in her bedroom for like all of ten seconds, and then
ran back inside. I then told her that I had kissed a couple of girls, and that I had even touched
Rebbecca Kylie's naked chest once, but she didn't really have any boobs, not like yours. Mom then
asked me about masturbation, and now it was my turn to blush!
When I hesitated, she went on to tell me it was a perfectly natural and normal thing, and most people
did it, whether they admitted it or not. She even added that she did it too. When I nodded my head
yes to her question, she asked me what or who I thought about when I masturbated. Now I must have
been ten different shades of red, because when I hesitated, mom again told me that is was OK, and
that it was a perfectly natural thing to fantasize about a person, or doing something sexual. I finally
managed to blurt out that I sometimes thought about girls I knew at school, and sometimes women I
have seen in a magazine or on TV, and then she floored me with her next question when she asked
me if SHE was ever in any of my masturbation fantasies?
A soft, almost inaudible, "Yes" escaped my lips, and she smiled, and asked me WHAT I thought
about. Thank God for the wine! I took another big, and I mean BIG, gulp, and as mom refilled my
glass, it gave me a minute to think, until she said; "Well?" I told her that a couple of times, I had spied
on her in the shower (her shower has a clear glass door) and I always used those images, and
memories to jack off too. She smiled again, and said something about how I had seen her naked
then, and I nodded, but went on to say that it was only her distorted image through the glass shower
Just then, she stood up, and facing me, she asked me if I would like to see the real thing! I nodded
my head rapidly, and with out missing a beat, she stripped her T-shirt over her head, exposing her
naked boobs, and then she lowered her panties, and kicked them off, and then she was completely
naked. Slowly she turned around, showing me her back side and beautiful ass, and then she was
again facing me. My God, her tit's were so beautiful. They were large and full, and had a soft sag to
them, but not in a bad way. Her nipples were even bigger than I had imagined, and they were ringed
by large, dark pink aureoles, as large as silver dollars. I sat there staring, and licked my lips, bringing
a smile to mom's face.
She then looked down at my crotch, and there was absolutely no hiding the erection my pants were
covering. She then looked me in the eyes, and she told me that it was my turn, just like that time with
the 12 year old girl, she'd showed me hers, now it was my turn to show her mine! Suddenly a wave of
courage swept over me, and I thought, "What the hell, two can play this game!" With that, I stood and
pulled my shirt over my head, and then lowered my shorts and kicked them off, revealing my erection
in all it's glory. Now it was mom's turn to both stare, and lick her lips. Without really thinking, and I'm
sure without really directing her comments to me, she stared at my cock, and said something about
how I was bigger than Bobby, and I was even bigger than my dad. She then looked at me, and this
time her comment WAS directed at me when she said;
"Baby, you have a beautiful cock; you should be very proud of it, and someday, it's going to make
some very lucky girl, very happy, as long as you learn how to use it correctly!"
With that, she stepped forward, and her hand reached out, and she ran her fingertips down the length
of my hard cock. I shivered, and felt a pleasure I'd never felt before, even when I touched myself.
Neither of us spoke as she then reached up, and took my hand, and pulled me onto the bed beside
her. She pulled my head down to her breast, and told me to suck on her nipples. I sucked one and
then the other, and she cooed, and reached back down, and started stroking my hard cock. I sucked
harder on her nipples, and she stroked my cock faster. It felt so damn good, and I was rapidly building
toward an orgasm, a hell of a lot faster than when I jerked myself off!
Mom pulled my head up, one of her hard nipples popping out of my mouth, and her mouth covered
mine. The girls I'd kissed in the past never kissed me like mom did, as her tongue snaked into my
mouth it, and I groaned into her mouth. Damn, I was almost ready to cum, and mom knew it.
Suddenly her mouth pulled away from mine, and her head went straight for my crotch. Before her
mouth reached my cock, I exploded into a powerful orgasm, and I do mean exploded! My cum shot
out, hitting her in the face and tits, but before the second round cold fire, she managed to take my
cock into her mouth, and she started sucking hard, as my cock jerked and spasmed, and I continued
shooting into her hot mouth. My whole body shivered and shook, and she reached up and squeezed
my balls, as she sucked me off. I thought I was in heaven, but I really had no idea what heaven was,
just yet.
As my orgasm subsided, and she pulled her mouth off of my still hard, and still throbbing cock, and
slid back up my body by my side. She kissed me again, only this time she tasted much different,
because this time I was actually tasting my own cum in her mouth. Right away I started stammering
out my apology. Mom stopped me just as quickly as I started talking, telling me that she had expected
what happened and it really turned her on making me cum like that. She then told me that she was
going to teach me how to really make a woman happy, and she started easing me down her body,
and between her legs.
As I shifted around, she spread her legs open wide, and then reached between them. She told me to
take my time, and really look at her. She explained that this (she said pointing) is a woman's pussy,
and it has several parts to it, all important to giving her pleasure. She then showed me her outer lips,
and inner lips, and where her clit was, pulling back it's little "hood" and showing me where and how to
find it. She told me to smell her, and I did and then she asked me if I liked it. I told her I liked the smell
a lot, and that it turned me on and made me harder! She smiled, and told me that was exactly what
was supposed to happen. The, over the next several minutes, she gave me very graphic, and very
explicit, instructions on how to "eat her" as she put it, and guided me through each step.
Whether I was a quick learner, or whether I just loved licking her pussy, I soon had mom moaning
loudly, and telling me over and over again, not to stop! Suddenly I felt her body stiffen up, and her
hands on the top of my head pushed my face firmly into her crotch. I had trouble breathing, but it was
so exciting, as her body shook, and she quivered, and groaned. She said loudly that she was
cumming, and I experienced my first female climax about as up close and personal as you could get,
my face buried firmly into her crotch!
As she eased up on my head, she urged me up on top of her, and I was soon in the same position I
had seen Bobby in, on top of her, earlier that day, so many hours ago. Her legs were spread wide. My
cock was hard and poised, and I was ready to fuck my mother! I thrust forward and missed, the head
of my cock glancing off of her pubic mound. Patiently, she reached down between us and grasp my
hard cock. She guided it to her wet fuck hole, and positioned the head at her entrance. This time
when I thrust, I hit my mark, and the head of my cock penetrated her pussy.
The first time.
I have yet to met a man or boy who doesn't remember hot it felt the first time their cock slipped inside
a woman's body, and I am no exception! It felt warm and wet, and actually a little hot. It felt like my
cock was sliding inside a velvet-lined, tight-fitting glove, and it felt, well, it was the absolute most
incredible feeling I'd ever experienced!
Bless her so. I now know that mom knew how I must be loving it that very first time, and how I must
be feeling and she was so patient, letting me slid inside her at my own pace. Letting me stop and
enjoy the million sensations, letting me enjoy her, and specifically her hot, tight, and very wet, pussy! I
bottomed out, my balls pressing into her sweet ass, and I held myself there for several long seconds,
before I moved again. Eventually, I began to move, and mom guided me, with her hands on my ass
cheeks. Her thighs held me into her, and her hands directed my thrusts. As our pace quickened, her
hands would leave my ass ever so slightly, and then slap back down, with each of my downward
thrusts. At the same time, she would thrust her pelvis up, and grind it into mine.
Her breathing quickened, and her moaning got louder. I found myself grunting and groaning, as I
thrust into her, and she was whispering nasty things to me like how big my cock was, and how good it
felt in her pussy. And then, I could feel a change in her and me both. It was like we were lost in our
own little world, and like I was actually a part of her, and she was a part of me. I had never
experienced anything like those feelings before in my life!
Suddenly she started groaning;
"Fuck me Damn it, Fuck me harder, faster, come on, fuck me baby!"
Over and over she was telling me, and then her body did that thing it had don earlier when she'd
climaxed the first time, it just seemed to seize up, and then she was humping against me and
groaning out loud like crazy. I could feel her. I mean I could really FEEL her pussy as it spasmed
around my cock, milking it, pulling at it, hugging it in it's soft, velvety wetness! Oh God it was too
much, and I cried out, and I climaxed inside her. My cum shot out of me, and into her. Her arms
encircled me, and she pulled me tight against her. Her hot breath was in my ear, as she kept telling
me to cum inside her; fill her pussy up, and shoot my sperm deep inside her!
OH MY GOD, If this was sex, I was hooked!
Eventually we both calmed down and I rolled off of her, but my cock was still very much erect! Mom
smiled, and in one swift move, she was on top of me. It was so hot watching her raise her body up,
watching her reach down, and grab hold of my cock, and watching her again line the head up with the
entrance to her pussy. Slowly she eased herself down onto me, and once again her wet pussy
engulfed my hard cock. We'd both cum twice now, and so now it was time to relax, and really enjoy a
nice, long, leisurely fuck! Mom moved up and down on top of me, and I stared at her big tits as they
bounced and jiggled. Her movements got quicker, and she ground herself down harder into me. She
was going to cum again, and I was just amazed! This time, her orgasm seemed to last a whole lot
longer, and when she was through, she just collapsed on top of me, and shook. I still hadn't cum
again yet though, and she knew it, but she also knew the perfect position to get me off.
Rolling onto her stomach, she got up on her elbows, and knees, and stuck her ass up in the air. She
told me to get behind her, and I did, and then I lined my cock up with her hole once again. I slid inside
her with no resistance, and she just let me go. I grabbed her hips and started thrusting hard. Over
and over she told me to fuck her, and I pumped my cock into her as hard and fast as I could. Her soft,
fleshy ass cheeks felt so good, as my crotch bounced off of them, and after several minutes I could
feel an orgasm building that I knew was going to top all of the others combined. I slammed my cock
into her, and she ground her face into the pillows, and held onto the sheets. I groaned and screamed
out that I was cumming, and she screamed even louder;
And that was it. I slammed her ass into my crotch, held her tightly against me, and my cock just
exploded inside her! I was surprised that I had any cum left in my balls at all, after my first two
orgasms, but I felt like I shot a gallon of the stuff deep inside her pussy, and it felt wonderful. I
collapsed on top of her then rolled onto my side on the bed, my cock still deep inside her, and me still
clutching her, and puling her ass back into me. The blankets were on the floor, and the sheets were
half on and half off the bed. We were both covered in sweat, and unable to speak, the only sound in
the room was our heavy breathing.
Mom was the first to speak, and all she said was;
My God, that was fantastic baby, the best ever, and I really mean ever!".
Eventually we both drifted off to sl**p. We did fuck once more before morning, and then the next
morning, we fucked three more times! When we were through with that last fuck, mom told me we
had to take a break, because both her pussy and her mouth were sore. Jokingly, I said something
about how we always had her asshole, and she surprised me when she told me that lesson would
come later! Yes, later I did have my hard cock up her ass, and from that point on, anal sex became a
regular part of our fucking as well.

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