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It will direct you back here when you're done. All my 
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(c) Copyright 2016-2019 The Allnitediner - All Rights 
Reserved
Material can not be copied, reproduced or redistributed in 
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Contact:  fcd706@gmail.com

************



Mom Then and Now - Chapter One

Story codes: (Fmm, mm, FF, FFM, FMFM, bi, voy, exhib, inc)

It was a hot Sunday afternoon in July. Josh strolled 
through his neighbourhood, on his way home from his summer 
job. He waved to neighbours washing their cars, mowing 
their lawns and basically doing all their various weekend 
chores. He and his mom had lived in the neighbourhood for 
as long as he could remember and he knew most of these 
people by name. 

Judith Avers, his mom, was a successful realtor with her 
own branch office in the area. She was well respected in 
the neighbourhood as well as in the business community. She 
had raised Josh on her own, somehow completing her own 
education while raising a young boy to manhood.

She divorced her husband shortly after Josh was born. Josh 
never really knew him and he rarely if ever visited. The 
only consistent contact was a birthday present, delivered 
by messenger every July 25th. It had been a while since 
Josh even looked at one of those gifts, he usually tossed 
them straight into the garbage. They were typically 
something inappropriate like toys or game, things for a 
much younger child. He had written-off his father and 
hardly gave him a thought.

Arriving home, Josh scooped up the evening paper before 
entering. He called out to his mom but there was no 
response. He pulled off his tee-shirt and dabbed the sweat 
off his chest. Bounding down the stairs to the basement, he 
wanted to use the only computer in the house. He stopped at 
the laundry room and opened the door. He was about to toss 
the sweaty garment in, when his eyes caught a flash of 
skin, two long shapely legs and a full round ass.

"Oh my God, Josh!" His mom called out, "What are you doing 
sneaking up on me."

"I called out when I got home," he said. "What are you 
doing dressed like that?"

Judith was wearing the skimpiest of outfits. Shorts that 
were more like French-cut underwear with a thin translucent 
fabric top. Most of her ass was showing and Josh was more 
than impressed. Her ass was round and firm and round. She 
turned partially toward him and he saw her fine full breast 
pushing out against her top. The shape size and colour of 
the areola was clear in profile and an enormous protruding 
nipple made his cock begin to stir.  

"Get out of here and stop ogling me, young man," she 
ordered, "I'll explain after I've changed, GET OUT!"

Josh shrugged, but couldn't resist taking one more peak 
before leaving. He always knew his mom was sexy but just 
seeing those extra bits made them all he could think about. 
He loved his mom and thought she was the most perfect woman 
alive. He had never seen her completely naked but often 
wished he had. She was a spectacular beauty with long 
flowing black hair and sparkling hazel eyes. Her hourglass 
figure was accentuated by her large double 'D' cup breasts. 
She was the very definition of a MILF. In the real estate 
business, looks are all important for agents. Judith worked 
tirelessly and maintaining her figure and as for the rest, 
a few minor nips and tucks by her friend and customer Dr. 
Reynolds did the trick. 

Josh sat at the computer and checked his email for 
messages. There was one from his best friend Colin and he 
opened it. 'Dude, you need to check this out' it said. He 
clicked on the link and the screen filled with the images 
of beautiful young naked women. It looked as though Colin 
had built himself a blog and filled it with some of his 
favourites.

"I can't wait until you get your own computer Josh," he 
heard his mom's voice behind him.

He spun around in his chair. "Well, hopefully there'll be 
enough from my earnings this summer for college books and a 
computer," he said. "I think this is another of Colin's 
attempts to become a porn magnate," he laughed.

"Very funny," she said. "Maybe if he was a little more like 
you, he'd have a scholarship as well. Then he wouldn't be 
wasting time surfing porn."

"Colin is just fine the way he is," Josh defended his life-
long friend. "Much as I hate to admit it, I surf porn too. 
Colin and I balance each other off, I keep him in check and 
he keeps me from being too boring."

'If only she knew the whole story,' Josh thought to 
himself. 'Geez, she'd probably disown me.' Judith shook him 
from his thoughts.

"Hm, and how's that plan working for you? I haven't seen 
many girls around here in a while, maybe you could use a 
new wing man?" his mom chuckled.

"So, what was with that sexy little outfit?" Josh asked, 
deflecting her comment. "I've never seen you in anything 
like that before. Believe me I would have remembered. You 
sure beat anything on Colin's page."

"Oh, why thank you," she said, "That was a complement, 
although I'd never wante to look like those skinny little 
girls. As it happens, I was washing a bunch of old clothes 
to give to charity and I tried something on to see if it 
still fit out of curiosity."

"Pretty risqué for a charity and that goes double for you. 
Did you wear a lot of stuff like that at one time? Not that 
I'm criticizing, you looked seriously hot."

"Alright, now THAT was a complement, and a nice one," she 
walked over and kissed him on top of the head. "Yes, well I 
guess I've have had my wilder days, but they're far, far 
behind me now."

"That's too bad," he snickered. "Behind you, was looking 
pretty good a few minutes ago."

"Getting close to the line, young man. I'm still your 
mother."

"Oh, come on mom," he said, "I'll be eighteen this week. 
Isn't it time you start treating me more like an adult? I'm 
old enough to enlist and die for my country, I can vote, I 
can have sexual relations and even get married."

"You're right about all of that," she admitted, "but until 
you add self-sufficient and  to that list, you've still got 
a boss, me. Don't worry though, I'll let you know when 
you're a man."

That stung but he just couldn't be angry with her, she was 
an unbelievable mom, always had been. He wanted for 
nothing, except perhaps his own computer. Still, she was 
always there for him. He watched her intently as she tidied 
up around the basement. She was wearing tight stretchy 
Capri slacks and a snug black tee-shirt. As she bent over, 
her ass stretched out the material with smooth clean lines. 

'Hm, she's wearing a thong,' he thought to himself 'or 
maybe nothing, God'.

As Judith tidied, she realized the ogling wasn't over yet. 
A strange feeling came over her as she placed her hands on 
her hips. She pretended to have some back pain as she 
stretched and stuck out her full chest. It had the desired 
effect. His eyes darted to the fresh new target. 

'Enough,' she thought as she shook off the feelings to 
continued tidying.  

The next morning began as usual with the two of them 
scurrying around, preparing for work. Both of them started 
at 10:00 so breakfast was always around 8:30. 

"What are your shifts like this coming week?" Judith asked.

"Good," he answered, "all full days except for Wednesday, 
that's my day off."

"Great," his mom said, "you've got your birthday off, can 
we celebrate together? Or maybe you'd rather do something 
special, like a party?"

"No way, just you and me would be perfect. But then again, 
maybe if you wore that little outfit?"

Judith's heart warmed at the first part of his comment. 

"Careful, Josh," she raised an eyebrow at him. 'He's still 
thinking about it, wow,' she thought to herself.

After breakfast, there were pecks on the cheek and they 
both headed out at the same time. The week passed quickly 
and soon it was Wednesday morning. Josh awoke with a start 
to the sound of the front doorbell. He tripped his way down 
the stairs, still half asleep. It was a deliveryman with a 
parcel and he immediately knew what it was. After signing 
for it, Josh held the package in his hands sensing the size 
and weight of its contents.

He detached an envelope that was stuck to the top and read 
the message inside. 

'Happy Birthday, Josh,
I'm especially sorry I can't be there again this year. I'll 
be working overseas for the next two years and travel 
options will be limited. This is a big year for you, son, 
graduating school with honors and starting college. I'm 
very proud of you.

I hope this gift will be just what you need for your new 
life as a college student. I know you'll succeed and make 
your mom and I proud. Good luck son. Love, John.'   

He looked at the box again. It seemed too small to hold a 
brief case, although, what on earth would he need with one 
of those? He tore off the wrapping and to his amazement 
there was an apple logo on the box.

"A computer," he spoke softly, "he's bought me a MacBook." 

He opened the box and slid out the sleek silver unit and 
placed it on the table. He opened it up and hit the power 
button, the signature chime sounded as the computer came to 
life. It was beautiful. He couldn't believe Dad, his dad, 
had bought it for him.


Judith came down the stairs and stood behind him. She 
wrapped her arms around him hugging his chest as she kissed 
the side of his head. He reveled in the feeling of her 
luscious breasts pressing against his back.

"Happy Birthday sweetie," his mom said as she squeezed him 
one more time. The sensation behind him intensified and he 
could feel swelling between his legs. 

"Is that from John?" Judith asked.

"Yeah, I'm shocked. I was expecting a video game at best. 
This is pretty awesome."

"He called me to ask what you needed so I told him you 
could use a computer for college," she said. "He just got a 
bonus for going overseas and he blew a lot of it on that 
unit. It's the top of the line."

"Wow, I never knew you still spoke to him?" Josh said. 
"This is one gift I think I'll hang on to. Say, why aren't 
you dressed for work?"

"Well, we're both so busy these days, so I thought I'd take 
advantage of your day off and take one myself. Do you mind 
if I spend the whole day with you on your birthday?"

"Are you kidding?" He said. "That would be the best present 
of all. What were you thinking about doing?

Her heart warmed at the thought of her son being so happy 
to be with her. "I was thinking that, after a special 
breakfast, we could go out and shop for some new clothes 
for college."

"Sounds great, I could use a few new sweats and jeans." 

"After that, we can come home for lunch and then maybe 
lounge around the pool and spend time together."

"Better and better, I'd love that, as long as it's just the 
two of us," he said with a smile.

Her face flushed as she felt an overpowering urge to grab 
him and hold him tight in her arms. She resisted.

At the mall they had a great time shopping and Josh was 
happy with all the new clothes. While walking through one 
of the stores, Josh stopped and leered at a mannequin 
sporting a beautiful but brief bikini. He looked back at 
his mom and smiled, looking her up and down. Back home by 
noon, they dropped armfuls of new clothes on the couch. 
Judith went out back to make hamburgers on the barbeque and 
they gobbled everything down like they were starving.

"Whew, I'm stuffed," Judith said. "Let's put on our suits 
and go lay down by the pool?

They went to their rooms to get changed but Judith had a 
little surprise planned for Josh. While he was trying on 
clothes at the store, she had doubled back to purchase the 
bikini he had noticed. She had a good Idea what he was 
thinking when he looked back at her and smiled. She hadn't 
had time to try it on, but now, holding it in her hand... 'No 
wonder the little bugger liked this' she thought.

She put it on and checked herself out in the full-length 
mirror. The bottom was a very sexy high-cut 'V' shape in 
the front, It plunged dangerously close to her mons but it 
was still kind of presentable. The back, however, was a 
string thong. Between her legs there was just the tiniest 
strip of material and it teased at her clit and didn't 
cover her labia at all. If she were to bend over her pussy 
would be in plain view. The top barely supported her ample 
breasts. It pushed them together very nicely though. Her 
cleavage was completely open to view with only a little tie 
string holding the cups together. The cups just barely 
covered her large areolas. Too much movement showed some of 
the deep pink that encircled her rigid nipples.

She sat on the bed trying to decide if she should go 
through with it. Then she remembered the look on his face 
when he caught her in the laundry room, especially when he 
looked back for that second peek. She recalled how it made 
her feel so sexy, something she hadn't experienced in a 
long time. She would do it. After all, he was eighteen now. 
She got up and marched downstairs and out the door to the 
yard.

Josh was already at the pool, skimming for leaves and 
debris. She approached with the confident gait of a runway 
model and Josh's jaw dropped when he saw her. She stood at 
the edge of the pool and spoke to him as he stared at her 
from the side.

"Well, from the look on your face, I guess this old bod 
still has some street value," she laughed. "I bought this 
after I saw you look at it in the store. When you looked me 
up and down and smiled, I figured you wanted to see it on 
me. Was I wrong?"

Josh's eyes couldn't seem to stay focused. He looked first 
here, then there, then like a laser he fixed on her tits. 
She looked down and both her areolas were half exposed. 
Quickly, she tucked them back in. Shrugging her shoulders, 
she gave him a shy smile. She turned and gave him a look 
behind and his audible gasp made her shiver. She was 
completely enthralled by his reactions and his obvious lust 
to see her this way.

"I... I'm speechless," he said, "Mom, you're so hot it's 
killing me. I probably shouldn't be feeling like this but I 
can't help it, you're so incredibly sexy. You were right, I 
did want to see you in that. I knew you'd look 
unbelievable, but I never dreamed you'd do it. This is the 
most amazing gift you've ever ever me, thank you so much." 

His swim trunks strained with the pressure of his swollen 
cock and Judith chuckled looking down at it. She wished she 
could see more, it looked as though he had quite a nice 
package down there. Her skin was on fire and her face 
burned as intense sensations coursed through her. Her heart 
raced making breathing more and more difficult.

"Oh dear," she said, "you're going to give me a swollen 
head. I just wanted to do something special for you. You 
sure seemed to enjoy that old outfit the other day. You're 
probably seeing less now than you did then. Maybe I should 
go back now and change. Put on something more respectable 
on, now that you've had your treat."

"Oh... oh God no," he begged, "Please... Please Mom, just a 
little longer, it's my birthday... please?"

"Oh dear, well all right then, but just a few minutes more. 
This is changing from an innocent treat to something quite 
inappropriate. It's your birthday though and you ARE 
eighteen."

"I'm sorry, Mom, there's nothing innocent about the way you 
look right now. You're sexier and more beautiful that 
anything I've ever seen, hands down."

The little strip between her legs was driving her crazy as 
it rubbed her clit and labia. Every time she moved, even a 
little, she felt small shocks of pleasure. She was becoming 
very horny and she needed to get the suit off before it got 
her in trouble. She was wearing platform sandals and she 
had a mischievous idea.

"You know, I think you'd like the suit better if I were 
bare footed. What do you think Josh?" And she slipped off 
her sandals.

"You're right, looks even sexier, if that's possible," he 
said.

"Good," She strolled all the way around the pool arriving 
at Josh. "Like it close-up too," she said as did a 360 
spin. When she came back around one of her breasts was 
almost exposed and her areola was exposed. "Ooops," she 
smiled slyly and tucked it back in. "This suit is 
definitely not for public consumption." She returned to her 
sandals and bent over to collect them. Josh got a clear 
flash of her pussy and he gasped audibly.

"Shit," she heard him whisper from behind and that sent 
another shiver up her spine. 

"All right," she finally said, "we're done here. The shows 
over. I'm beginning to feel very self-conscious. Maybe I'll 
put it on for you some time later, that's if you've a good 
boy, though. Hell, I might shop for more suits like this, 
just to reward you now and then. You sure seem to 
appreciate it."

"You're kidding, right? Do that and you can just name the 
price. I'll do whatever you want."

"Oh my, I like that reaction. We might have a deal then," 
she gave him a sultry look.

She marched back to the house, deliberately swaying her ass 
as she went. Half way there she pulled the ties on the 
bottom and gathered it in her left hand. As she continued, 
her right hand reached behind undid the top. She gathered 
that with her other hand. Josh watched her naked backside 
in wonder, but then he held his breath. As she approached 
the large glass patio doors, her reflection gave him a 
full-frontal view of her beauty. She knew it and she smiled 
widely as she slid open the doors and walked in. 

When she got back to her room she couldn't believe what 
she'd done. 'What's wrong with me,' she thought, 'What kind 
of mother am I, parading myself in front of my young horny 
son?' 

She lay on the bed as her hand quickly found its way 
between her legs. In no time she was rolling side to side 
on the bed in the grips of a powerful orgasm. She went to 
the washroom and cleaned up before putting on a more demure 
two-piece swimsuit. It still flattered her features but 
even she felt a little disappointed as she looked in the 
mirror. She went back outside and Josh couldn't stop 
looking at her.

"What are you looking at now?" She said. "Everything's 
pretty much covered up, you've seen me in this suit plenty 
of times."

"Mom, you look amazing no matter what you wear. You can 
wear old sweats and read a phone book and you'll still be 
incredible to look at."

"My lord, you will give me a swollen head today," she said.

"I can't un-see what I've seen, Mom. It doesn't matter what 
you're wearing now, all I see is that amazing ass and those 
insane, big beautiful tits. Not to mention the pretty 
shaved 'V' over your pink pussy lips. I got a pretty clear 
view of that gorgeous when you bent over."

"Imagine what you want but just don't talk to me that way. 
I'm your mother, not some tramp you picked up. Treat me 
with more love and respect if you ever expect a repeat 
performance. I wore something daring for you because I felt 
you were old enough to deal with it. Don't make me rethink 
that decision, or any future decisions for that matter."

"Sorry Mom, I just had to get that out of me. You know, I 
think every boy wants to see his mom naked at least once. I 
know I have for a long time now. Today you made that dream 
come true. I was so excited, I just got carried away."

"Now that's the mature thought I was hoping to here from 
you. I'm deeply flattered and a little surprised you've 
held that desire for so long. Thank you, honey." 

But deep down she did like the language he had used. She 
wanted to hear more but she dared not say it. This had 
already gone much too far. They lay by the pool together 
all afternoon talking until dinner. Judith ordered sushi 
from Josh's favorite restaurant and they had some sake with 
it. 

"So tell me, Josh, why aren't you and Colin dating more 
girls these days? There used to be lots of them hanging 
around."

"That's simple. We both had finals and I was tutoring 
Colin. It was a great way for me to study as well. Even 
though I finished in the top ten, Colin did very well 
himself."

"That is so nice, I had no idea. You're such a good boy and 
you're a really good friend as well."

'Hm, maybe if you knew what else we were doing you might 
not be so proud,' he thought.

At the end of the evening they both went up to bed and 
Judith wished him a happy birthday once more before kissing 
him goodnight. Josh entered his room and immediately called 
Colin to tell him about his day.

"No fucking way," Colin shouted, "Your mom is such a MILF, 
I can't believe you saw so much. What do you think it 
means? Do you think she'll do it again?"

"I don't know," Josh said, "I'm so horny right now, I wish 
you were here sleeping over, we could both get some relief. 
I'm going to have to take care of myself tonight."

"Sorry about that kiddo," Colin replied, "I'd love to help 
you out but it would look pretty weird me showing up so 
late for a sleepover."

"Yeah, I know. Well, see you at work tomorrow then."

Colin and Josh had been secret sex partners for years. As 
children, they explored each other, discovering the nature 
of their sensitive places. They had played with each other 
for years, graduating from handjobs to blowjobs and even 
anal now and again. They were both very bisexual now and 
saw no shame in helping each other out sexually. They both 
craved pussy, but a nice juicy cock was a great substitute 
when in need. Long ago, they had discovered it was the 
easiest way to get relief. No questions asked, easy as pie. 
Why should girls have all the fun, they thought.

During finals, they were studying day and night and there 
just wasn't time for girls. Whenever they got horny, they 
were happy to take care of each other, no talking, no 
foreplay, no involvements, just relief.

Back at Josh's place, the next morning things were back to 
normal. Judith and Josh bustled around after breakfast and 
left. 

At work, Josh and Colin talked in the stock room.

"So what do you think will happen next with your mom?" 
Colin asked.

"Probably nothing," Josh said. "She was probably just 
having fun with me on my birthday. I can't see why she'd do 
any more."

"Yeah, but she did say she might do it again though?"

"I know," Josh said. "Say, what if I let her see me naked, 
you know, by accident. Maybe she'll reciprocate."

"Maybe," Colin agreed, "Can I go back to your place after 
work and stay the night?"

"Sure, if you want, at least tonight I'll be able to get 
some relief if I need it."

"You can pretty much count on it," Colin said. "I love 
sucking your cock."

Josh called his mom and Judith said it would be fine with 
her. She told him to fix his own dinner because she had a 
few showings and wouldn't be home before nine. 

When the boys arrived at seven they ate frozen dinners 
before going out to the pool. 

"Say Josh," Colin said, "leave the lights out in the pool 
and we can go skinny dipping."

"Great," Josh said, "sounds like fun," and he started for 
the pool.

"Hold on," Colin said, "Leave your suit here, it's more fun 
that way."

Josh smiled and stripped off his suit. The two of them 
walked out to the pool naked in the faded daylight. They 
splashed around for hours, thoroughly enjoying the 
experience. Now and then they would fondle each other to 
hardness as they sat on the edge of the pool catching their 
breath. They continued to play and pleasure each other, 
unaware that Judith had come home early and now watching 
from the window.

She squinted, trying to make out what they were doing and 
why the lights were out. Then it came to her. 'My god 
they're naked and playing with each other's peckers,' she 
thought, 'my sons gay.' The thought didn't upset her as 
much as surprise her. After all he did get an erection 
looking at her the day before. 'What do I do now?' She 
wondered. She decided to start by stopping their little 
party. 

The two boys were on the edge of the pool stroking each 
other when the lights suddenly went on. They were surprised 
and both slid into the water. They looked toward the house 
and saw Judith stroll out as if nothing was wrong.

"Good evening boys, how's the water?"

"Great," they both said hugging the edge of the pool.

"Why aren't you swimming then?" She asked.

"Oh, just tired, we've been in here a while." Josh said.

"Right, so hop out then and we'll all have hot drinks in 
the house, you must be chilled from being in the water so 
long."

"No, we're fine," Colin said, "We're just fine here."

"WELL I'M NOT FINE, now both of you get those bare asses 
back into the house, RIGHT NOW!"

Colin and Josh didn't dare answer back. They climbed out 
and stood, covering their genitals. Judith pointed them to 
the house with her upraised arm. 

She was right behind them as they walked in and tried to 
grab their swimsuits. 

"No no no, leave those suits where they are," Judith said 
as she sat in a chair facing them. She stared at them both 
for a long time. "Alright, if you want to be little 
exhibitionists then act the part. Hands at your sides. Come 
on, you should be enjoying this," she said. "Let me see 
those boy cocks."

But instead she was shocked to see anything but boy cocks. 
Even chilled from the cold air, they were both pretty 
impressive. These were full-grown man cocks and balls, 
especially Josh's. 

"Well I take it back, no little boy cocks here," she said. 
"You boys are pretty remarkable for your age, but then 
you're both eighteen, I keep forgetting that. Now tell me 
what's going on, are you both gay? I mean I did see you 
both playing with each other out there. What gives, believe 
me I won't be any more upset."

"We're not gay, Mom, although we do enjoy taking care of 
each other. We've been doing it since we were kids. It's 
just easier to get relief when we need it. We both love to 
fuck girls, even more so, so don't worry," Josh pleaded.

"Oh really? And you've both had girls have you? How many?"

"Two," Josh said, staring at the floor."

"FIVE," Colin said proudly, looking Judith straight in the 
eye."

"Oh, and how often?" She pressed, trying to trip him up.

"As often as I could, are you kidding?" Colin snapped back.

"Oh, listen to Casanova over there. So that's it? You've 
just been scratching each other's itch, really?" 

"Yeah," Colin said, "Why is that so hard to believe? We 
started out as kids, just making each other feel good and 
today we're just better at it. We both enjoy doing it and 
there's no hang-ups. No dating, no expectations, other than 
getting off whenever we need to. I'm not ashamed of what 
we're doing and I'm even glad it's finally out in the 
open."

The combination of being nude in front of Judith and 
talking about their sexual exploits was beginning to have 
an effect on the boys. They were both hardening quickly and 
Josh tried to cover himself again.

"Oh, no no, young man. You don't hide a thing. We're not 
finished here yet."

She was amazed and both boys could see it in her eyes. Josh 
had to be between seven or eight inches of thick prime man 
meat, and his balls, my god they were huge. Colin was more 
average, somewhere between six and seven inches. He was 
also thick with nice big gonads. Judith could feel herself 
getting moist and her pussy was tingling.

"Wow, well I guess you aren't boys after all, are you? 
You're both very well-endowed young men. Okay, I guess I 
believe you, you can get dressed now." Judith said.

But the boys paused for a second and looked at each other. 
"If it's all the same to you MS Avers, I'd like to stay 
like this," Colin said. "Would that be okay?"

"I'm with Colin," Josh said, "This feels great, I'm not 
embarrassed at all now. Please Mom, would it be all right? 
Please don't be too disappointed with us?"

Judith was stunned at the suggestions. She thought about it 
for a moment and let the wetness between her legs decide. 
She shook her head in disbelief. 

"No Josh, I'm not at all disappointed in you, in fact, I'm 
kind of proud of you both in a way. With so many stories 
about girls being forced into sex or molested these days, 
you two found another way around your problem. Sure, why 
not, be naked if you want. Just don't let the neighbours 
see, I don't think I could explain that one away."

That night they all watched TV together and Judith secretly 
loved having two beautiful naked boys romping around. They 
went out of their way to offer her drinks or snacks just to 
stand in front of her.     

"Don't you want to join us, Mom," Josh asked her as he 
handed her a drink.

"Tempting as that sounds, I don't think so," she said, 
"That would be just too improper. What you two are doing is 
already pretty far down the road. I'll be honest, though, I 
can't resist the eye candy. You're both a real treat to 
look at."

"Thank you MS Avers," Colin said, "Coming from a MILF like 
you, that's a real complement."

"MILF is it! Do you think I don't know what that means? Or 
have you lost that much respect for me already?"

"Oh gosh no. MS Avers, I didn't mean any disrespect, it was 
meant as a complement."

"Well you may have developed into a fine physical specimen 
Colin but your manners still need maturing. I know I'm a 
good-looking woman for my age. Your so-called complement 
means I should be flattered you think I'm fuckable, despite 
my age." She suddenly realized she had opened the door to a 
whole new level of discussion.

"Oh believe me MS Avers, Every guy we know thinks you're..."

"Loveable?" She interjected. "Let's not go down that path 
please, or permissions could change quickly. By the way, 
Colin, please call me Judith. I feel awkward being called 
MS Avers, especially with you naked like that."

"Yes ma'... I mean Judith," He stammered.

"And what about me?" Josh asked.

"You? Well you can just keep calling me Mom. As a matter of 
fact, I like it even more without the clothes. How wicked 
is that, eh boys?" She gave a throaty chuckle and stood to 
go to bed. "Okay, well I've got a full day tomorrow, so I'm 
off to bed. Oh, and Colin, the answer is yes, you can stay 
the weekend."

"Wow, Judith, how did you know?"

"Seriously?" Judith cocked and eyebrow then turned and 
headed up the stairs.

"Damn, Josh, your mom's the sexiest, smartest woman on the 
planet," Colin gushed. "I'd give anything to see her naked 
too."

"Judith overheard his comment from the top of the stairs. 
Her pussy tingled all over again. She really needed to take 
care of it.

She wore a sheer, almost transparent nightie to bed and 
seconds after hitting the sheets she was massaging her 
pussy with both hands. She concentrated on her clit with 
one hand while the other moved around back and toyed with 
her ass. She loved having her ass played with and she 
wished it were someone else doing the favors. It didn't 
take long for her to reach the peak, she'd been on the edge 
all evening. 

She thought about the boys parading around her all weekend 
and it sent another shock through her pussy. 'Again?' she 
cursed inwardly, and she began rubbing herself all over 
again. She hadn't been this horny for years, not since her 
ex-husband... she dropped the thought and pushed herself to a 
finish.

In the middle of the night Judith heard a sound outside her 
room. She walked to her door and listened but it was gone. 
She opened the door and saw Colin in the hall, still naked. 
He walking back from the bathroom. He stopped and smiled at 
her. Impulsively, she turned on her bedroom light. She 
wanted to see him better and maybe grant a part of his 
earlier wish. The light from her room gave her a sexy 
silhouette, with soft views of what the sheer nightie 
covered. She wasn't naked, but pretty close. She made a 
half turn for a profile of her large round orbs.

Colin swallowed hard as he looked her up and down. She 
basked in the intensity of his hungry stare and smiled 
widely before she turned the light back out. She closed the 
door again and slowly walked back to the bed. Lightly 
touching herself once more she thought to herself, 'What's 
got into me? Am I going crazy? This is all so wrong.' She 
went back to sleep but only after one more soothing orgasm.

The next morning, they were all at the breakfast table 
dressed and ready for work. The two boys finished and 
headed off on foot while Judith packed her car.

"See you tonight, Judith," Colin called back as they 
walked.

"Yeah, see you later, Mom," Josh echoed.

"Shit!" She cursed out loud as her pussy wet her panties. 

"This isn't good," she spoke under her breath as she 
watched them walk away.

All day long the two boys worked and when their paths 
crossed, they gave each other knowing smiles. During lunch 
break Colin told Josh what had happened during the night.

"Wow, that's great," Josh said. "Maybe she'll show us more 
over the weekend?"

"I really hope so," Colin said. "Say I have an idea. Do you 
suppose she'd like to see us do something for her?"

"I don't know, maybe," Josh answered. "But how?"

"Maybe we'll leave your door open and make a little noise 
as she passes by, how about that?" Colin said.

"It's worth a try. Frankly, the whole idea kind of turns me 
on anyway."

That night when they got home they stripped off as soon as 
they got through the door. Judith was still out at work so 
they put on some trunks and went for a swim. They soon lost 
the swimsuits and enjoyed touching each other and playing 
around in the pool. After a while they went back to the 
house and waited in Josh's room. One thing led to another 
and soon they were enjoying their favorite pastime as the 
munched on each other in a sixty-nine position. 

Judith came home from work and looked around for the boys. 
She was tired from her long day and she headed straight up 
to her room to change. The boys heard her approaching and 
moaned a little louder as she passed the door. Judith heard 
the noise and saw the door was open. She walked in to say 
hello and halted in her tracks. 

Now Judith was a woman of significant experience but even 
she had never witnessed this. She watched Josh as he sucked 
Colin's cock with a vengeance. He was very good and he 
really appeared to be enjoying it.  Colin was no slouch 
either. He was deep-throating Josh's considerable member 
while Josh wriggled his ass with delight.

She continued to watch when Colin trained his eyes on her, 
Josh's cock was still in his mouth. She suddenly felt like 
an intruder but then she relaxed when he attempted to 
smile. He tapped Josh's ass to get his attention. Josh let 
Colin's cock slide from his mouth and smiled at his mom.

"Hi Mom," he said, "home early?"

"Wow... that's it? Home early? You're one cool cucumber, 
young man."

"Well uh, yeah, not sure if that was a complement or not. 
Are you upset about what we're doing? I thought we kind of 
cleared the air about that last night?"

"Yes, we did... I mean... I know... JOSH! I never expected to 
actually see you both do something like this! We agreed it 
would be fine for you to be nude. I never expected you 
would do this stuff in front of me."

"Mom? We're in my room and you're the one who walked in on 
us. We're really sorry though, we never wanted to offend 
you. We were just letting off some steam. I'm sorry we 
offended you."

"Oh Josh, you didn't offend me. I was just very surprised, 
that's all. I've never seen two guys do that. It was very... 
well, different."

"It almost sounds like you enjoyed it a little," Josh said. 
"You're more than welcome to stay and watch you know. I 
know I'd love you to."

"Well, that's not going to happen," she snapped. "This 
isn't some kind of free-love commune here. This is getting 
completely out of hand and I need to think things over 
again. I'm going to put on a suit and go for a swim before 
dinner."

"Which suit?" Josh asked. "We might want to stop for a 
special one."

"Oh what am I going to do with you," she threw her hands up 
and turned to leave.

She marched out toward her room, her mind still picturing 
what she had just witnessed. Out in the hall her hands were 
shaking. As a mom, this was a whole new predicament, but as 
a sensual woman with desires, her libido was now fully 
awake and charged. She had to slow things down, but how? 
The little buggers kept pushing her buttons. 

She was perplexed as approached her bedroom door. She 
shoved it wide-open and walked in. She stopped and undid a 
few buttons on her blouse. Her hand slipped inside and into 
her bra. 'STOP IT!' She chastised herself as she rolled her 
stiff nipple between her thumb and forefinger. 

"Oh, God," she whispered to herself out loud, "I've got to 
stop this. But I can't, I'm so fucking hot now." She looked 
back at the open door. "Well, let's let the gods decide 
this now," she chuckled to herself and walked away leaving 
it open. "If they come in, they come in," she whispered to 
herself.

She stripped off the rest of her clothes and dropped them 
to the floor. She bent over and opened her swimsuit drawer 
with the newest suit was on the top. She dared not put that 
one on, she'd be admitting to what she secretly wanted now. 
She rummaged for another.

Josh and Colin crept into the room behind her. She heard a 
faint sound but something deep within her burned and made 
her pretend not to hear. She was naked and terrified now. 
What was she doing? Her ass and her pussy were in plain 
view to them, not to mention her breasts as they hung over 
the open drawer. Powerful stirrings from a long-forgotten 
past made her heart pound in her chest. She dug around 
deeper in the drawer causing her leg to advance and provide 
the boys with an even better view. She couldn't think of a 
next move and she felt blood rushing to her face. Suddenly 
the room felt very warm and her skin was clammy. 

One of them cleared his throat. She straightened and turned 
suddenly. She modestly covered herself with her arm and 
hand. She could have easily made a dash to the bathroom but 
then there were those pesky stirrings again.

"What the hell are you two doing in here now? Get out! I'm 
getting very close to taking away your privileges."

It was an empty threat and they all knew it. Josh knew his 
mom, she would never stand there naked if it wasn't exactly 
what she wanted. He had never known her to do anything 
unless it was done her way.

"I'm sorry Mom, but you did leave your door wide open. Gosh 
I can't tell how gorgeous you look."

"Thank you, Josh but you still have leave."

But they didn't move.

"Mom, you heard us come in, I saw you notice. You could 
have run to the washroom but you didn't."

She took a breath to answer but Josh interrupted.

"You're so beautiful and you know we love you. We'd do 
anything for you. Colin here has loved you all his life and 
that won't likely change. We can try to be less annoying, 
but we'll never stop wanting to look at you, I'm just 
telling you up front. Go ahead and make us get dressed, 
that won't change a thing."

As Josh spoke, their cocks were both rock hard and almost 
drooling precum. It was driving her wild and the image of 
them sucking each other was still fresh in her mind. Mixed 
emotions of right, wrong and desperate wanting, were 
driving her crazy. Her arms fell limp at her sides. 

"Fine, go ahead and look at me, boys. Josh, you're right, I 
guess we all want this. Come to me boys." 

The boys approached and her nipples were so hard they 
looked painful. Her large full breasts swayed and jiggled 
as she shifted a little from side to side. She was happy 
she had shaved that morning. Her body felt clean and 
readied for this delicious unveiling. Her heart pounded as 
she heard them moan softly. She reached down and caringly 
took a penis in each hand, lovingly caressing them. Colin 
reached out and touched her left breast.

"No, honey," Judith said, "Only I can touch for the moment. 
I promise that will change though. I need to have some 
control here or I don't think I'll be able to deal with all 
this. Do you understand?"

As Colin withdrew his hand Josh responded. "Mom, you don't 
need to explain a thing. We don't need to understand. What 
you're doing is beyond our wildest dreams and you've 
promised us even more. Whatever you want, whatever you say, 
we'll be fine with it."

The boys looked like bewildered schoolchildren as they 
basked in Judith's gentle yet expert attentions. But it was 
quickly becoming her desires now that needed feeding. She 
was going to do more for them all right, lots more, but 
they would have to beg her first. 

"Okay, that's it, I think. I'm getting too overheated and 
we don't want you getting over-excited as well."

"Oh please, no Mom, just a little longer, PLEASE. What can 
we do to keep this going? We'll do anything."

There it was, and how she exulted in it. 'Time to step 
things up a notch,' she thought.  

"Fine, I'm enjoying this anyway. In fact, I'm so horny 
right now I think I'll explode if I don't cum soon. I'm 
going to calm myself down first and then I'll take of you 
both on. Have you ever watched a woman masturbate?"

"Sure, I've seen lots of videos online," Colin said.

"No, Colin, I mean a real woman, really masturbating to an 
orgasm, in person."

"When you put it that way, no I haven't," he admitted.

"Cuddle up boys," she said as she lay back on her bed. Her 
ass was at the edge and her thighs were open wide with her 
feet on the carpet.

"Can I rest my head on your thigh while I watch?" Josh 
asked.

"Yeah sure, why not, I think that would be nice. You too 
Colin, if you want." 

She began rubbing her clit with a circular motion and the 
boys took up their positions. Each of them glared between 
her legs at clean shaven pussy lips, all moist and 
glistening.

Both boys were sitting on the floor, each with their head 
one of her thighs as they watched. One hand worked 
continuously at her clit while the other rubbed everywhere 
else. Sometimes, she would smear her slippery nectar around 
her clit with one hand and then resume massaging with the 
other.  

"Oh, MOM!" Your smell is driving me crazy. I love it so 
much. There's just nothing about you that isn't over-the-
top sexy. Please, can we bend the touching rule a little 
farther? Can I feel your leg? I want to touch your skin and 
feel more of a connection," Josh said.

A quick yes was all Judith could manage. Little did Josh 
know that she would have granted him any wish at that 
point, no matter what it was. That feeling only increased 
as Josh began to run his hands up and down her calf as if 
it were a giant penis. Colin caressed each one of her toes 
individually, making love to them with his fingertips. The 
added sensations sent Judith flying over the top as she 
experienced a mind-bending orgasm.

"OH MY FUCKING GOD, I'M CUMMMMING... I almost feel faint..." 
and she went silent for a few seconds.

"MOM! MMOMM!!..." Josh shouted as he shook her arm. 

Judith quickly came around again, with an enormous smile.

"I'm fine," she said in a tired voice. "That was one hell 
of an orgasm, amazing. Come up on the bed with me now, 
let's get really close. No more touching rules. Enjoy 
yourselves."

They nodded as they began to run their hands all over her 
body. She could feel their nervousness and tension and 
their hands trembled a. She lay there savouring every 
touch, drinking in the energy that seemed to flow like 
current through their fingertips.


They both marveled at her beautiful tits and she trembled 
as she felt their hot breath on her supersensitive skin. 
She closed her eyes and she could sense their examinations 
and closeness. Josh looked closely at her bellybutton and 
then moved between her legs to see her pussy up close. She 
parted her knees more while he stared intensely between her 
legs. He studied her engorged lips and saw a trail of 
liquid seeping down from her vagina. Unable to resist, he 
licked some up with his tongue.

"JOSH!" She reprimanded. "Too soon honey, not yet. That's a 
special thing for a special moment."

"Sorry Mom, you're leaking down there and I just had to 
taste it. You're delicious."

"You can touch me and taste your fingers if you want. Just 
try to hold off the oral sex for now. Okay honey?"

"No Problem Mom," he said

Josh inhaled her thick musky scent and smiled at her. She 
spread her labia with her fingers and he moaned as her 
scent filled the space between them. Her pussy was flushed 
deep pink and drenched. It was leaking her sweet pussy 
juice and her fingers were slick and wet. Josh inserted two 
fingers inside and finger fucked her a few times. She 
groaned as her hips moved involuntarily. He removed his 
fingers and sucked them like a treat.

"MMmm, god that's delicious," he said.

"Judith, could you roll over and stick your ass up?" Colin 
asked. 

She smiled and compiled with his request. With her arms 
crossed against the bed, she nestled her head up against 
them. Her legs bent at the knees forced her full round as 
up in the air. 

"Could you to spread your cheeks for us too? We'd love to 
see your ass if we could?" Josh asked.

"Tell you what, I'll spread my knees so you can resume 
fingerfucking me, Josh. Colin, you can spread my ass checks 
and enjoy yourself there. Spoiler alert. I adore having my 
ass played with," Judith almost moaned.

"Boys, this is all so very, very wrong but I can't stop you 
anymore. I haven't felt these feelings in so long, I lost." 


She wanted all of this more than anything now, her ass was 
the spot she most loved to have played with. Her excitement 
had become almost crippling. Even though her earlier orgasm 
had calmed her down, she was trembling. The sensation of 
their breath on her sensitive rosebud and her pussy, their 
probing hungry fingers, it was all taking her to new 
heights again. It took all her willpower to keep from 
begging them to fuck her.

After few more minutes, her lust morphed into guilt. She 
began to realize again how wrong this all was.

"Okay guys, we need to slow down now, this has gone way too 
far."

She rolled over on her back and propped herself up on her 
elbows.

"You know boys, you've just discovered one of my deepest 
secrets. Something I've suppressed and kept hidden for 
years. I'm actually an exhibitionist and in another life, I 
lived to do things like this. 

"Really, Mom? There's no way I would have ever guessed it," 
Josh said. "You mean you have a fetish about being naked in 
front of people? How have I known you all my life and this 
is the first time I've seen you naked?"

"When you were a baby and right up until you were about six 
or seven, we were always naked around the house. Your 
father used to love it," she answered him. "Later, though, 
when it was just the two of us, I had to cover up 
permanently and maintain normalness and keep my jobs. I 
pushed those feelings far back inside and never allowed 
myself to think of them again."

"You know," she continued, "I really loved doing this with 
you both, but I can't get past the fact that it's so wrong. 
You're both so young and one of you is my son. So that's 
it, we're done, we can't do this anymore. Please don't ever 
tell a soul about what we did today, this has to remain our 
secret forever."

"Don't worry Mom, the secret dies with us," Josh said. 
"Right Colin?"

"Of course, I'd rather die than do anything to hurt you 
Judith," Colin said. 

Judith got off the bed and marched over to the swimsuit 
drawer. She picked out a sexy one-piece suit. 'No need to 
fan the fires after what we've just done,' she thought. She 
put the suit on as they watched. 


"Alright, so I'm off to the pool. You two can get back to 
what you were doing before.  I'm sure you've both got some 
impressive pent-up loads to get rid of now. Frankly, I 
would really love to watch, but I have to cool down myself 
too."

The boys were too stunned to do anything. They only sat 
staring at her as she moved around. Judith realized that 
they had all just walked through a big door, one that would 
be hard if not impossible to close now. But the feelings of 
being so desired simply crushed her better judgment. She 
smiled at them both and went down to the pool to cool off 
and think things over.

They all had dinner that evening and afterwards, the boys 
cleared the table. They were being perfect gentlemen and 
she loved looking at their tight butts as they cleaned up. 
She looked at Josh's limp cock as it swayed when he moved. 
'Mm,' she thought, 'too bad he's my son, I'd suck the life 
out of that thing.' She shook herself out of her trance and 
looked around uneasily. 

"Mom," Josh asked, "since you saw us having sex today, 
would you be upset if we did it outside my bedroom 
sometimes, like the nudity?"

She had always maintained a policy of truthfulness between 
them and she wasn't about to change that now.

"Seeing you both that way really doesn't upset me. In fact, 
it's incredibly erotic. But it's sex, Josh, not just 
nudity. I have no problem if you fondle each other now and 
then but sucking is all out sex and I don't want it in my 
face all the time. Next thing you'll be asking if you can 
do anal around the house. You do, do that, don't' you?"

"Yeah, we do, but rarely. We've really got to be horny. But 
when we are, it really does do the trick."

"Very well then, I guess we have another agreement." Judith 
said.

That night as they all watched TV the boys stroked each 
other as they watched a sexy movie with her. They begged 
her to see it and she thought it would be fun seeing them 
all turned on and naked again. She was right, and her pussy 
was drenched by bedtime. There was no way she would allow a 
repeat performance thought. As much fun as it had been 
earlier, she knew when to draw the line. The show ended and 
they all went to bed.
 
***********




Mom then and Now -- Chapter Two


That night, as they all slept, there was a general power 
failure. The whole area was in the midst of the worst heat 
wave in years. The house became a sweltering inferno and 
none of them slept very well. In the morning, Josh received 
a text that the supermarket would be closed. Judith was in 
the same position. With her office out of power, she would 
have to close for the day. 

"Well I guess we've all got the day off wanted or not," 
Judith said. "Any Ideas?"

"How about a beach up north? It's always cooler up there," 
Josh suggested. "I've heard of one about two hours drive 
from here. I'll look it up on my phone."

"Why not," his mom answered, "this day's shot anyway."

She packed a lunch using food from the fridge before it 
went bad. They drove up north until they arrived at a 
private beach with a sign on the gate.

It read, welcome to Sunny Groves Naturist Beach, families 
and singles welcome. Please register at the office.

"What the hell!" Judith yelled, "You both knew all along, 
didn't you?"

"Of course, we did, Mom. If we told you, you'd have never 
agreed. I've always wanted to go to one of these. Have you 
ever been?"

"Yes, quite often, when I was younger. It was one of your 
dad's favorite recreations, among many. All right, I guess 
you'll have me 'au naturel' for the day, boys. I've got to 
admit it; I'm a little excited too. The two of you make me 
feel so young and sexy. That's a great feeling for an old 
broad like me."

"That's because you ARE sexy Mom." Josh spoke as Colin 
nodded.

Judith paid the fee and they all went to a locker room to 
get undressed. The boys stripped quickly and turned to 
watch Judith. Colin and Josh watched like kids as she 
slipped off her top revealing her sexy French-cut bra. 
Turning to face them she savored their excited expressions 
as she slowly reached behind and released the clasp. She 
held the cups at her breasts, slowly lowering the bra. 
Gradually she exposed her ripe full melons as their eyes 
almost popped. She was really enjoying the way they ached 
to see her.

She turned her back to them and bent over. She pulled down 
her clingy jeans and then her underwear. She smiled back at 
them from the side as they both leaned forward for a closer 
look. Josh kissed a soft ass cheek and then rubbed his face 
against it like a cat. She stood and faced them. She wanted 
to make sure they saw everything. Her heart was beating so 
quickly, she no longer cared about right or wrong. She 
wanted to be desired again, to see lust in their eyes. The 
feelings were so powerful and compelling, they swept her 
away. If it was right for them to satisfy each other, it 
was equally right that they should satisfy her too. She 
thought about that and the idea made a cozy home in her 
mind.

"That was fantastic Mom," Josh said, "You're so beautiful, 
you make me ache all over. Is it so wrong for me to want 
you so badly?" 

"Yeah, it is, and we can't fool ourselves about it. But for 
today boys, I don't care. You two make me feel so 
wonderful."

"As long as we breathe we'll want you, Judith. You're the 
most wonderful, exciting thing in our lives. We'll do 
anything for you just name it," Colin said.

Judith chuckled. "You may live to regret that statement 
Colin. Right now, I just want us to have a nice day."

The three emerged from the changing room and marched down 
to the beach. Judith was at the lead followed by Colin and 
Josh carrying the large cooler. On the way they passed 
people of every age and body type. The boys were surprised 
at how many older nudists there were. They certainly 
weren't the body beautiful naturists in the magazines. 
Instead of nimble teens and adults playing volleyball, 
these people were mainly middle aged or seniors and mostly 
over-weight. They were all just lying around naked and 
talking.

The beach was busy but not crowded and the three walked 
until they found a secluded spot to set up. There was a 
shelter built of stones and driftwood that gave them ample 
privacy. The air was much cooler than in town, Josh's idea 
had been a good one. 

They laid out a king size blanket, but it would still be 
close when all three were all on it. Judith lay down in the 
middle on her stomach and asked Josh to apply sunscreen to 
her back. Josh jumped up and squeezed a liberal amount 
lotion on her back. He rubbed it in starting at her 
shoulders and he progressed down her back to her sides. He 
applied cream to the sides of her breasts enjoying their 
firm size and feel. 

As he approached the soft globes of her ass, she moaned. 
"Josh, why don't you share the load with Colin? Would do 
like that Colin, honey?"

Colin sprang to her side. They each took a glob of cream in 
their hands and massaged it onto the closest ass cheek. 
They rubbed and massaged her ass excitedly and when Josh 
continued down her leg, Colin stayed and ventured into the 
crack of her ass. It was Judith's favorite place and she 
offered no resistance. She cooed as his fingers probed her 
inner reaches.

"Mmm, whoever's doing my ass, that feels lovely? You're 
both making me feel wonderful boys."

Josh slid his hand between her soft inner thighs. She 
parted her legs as a little welcome. Josh inched up to her 
dripping wet pussy lips. He was thrilled to touch her there 
again-so soft, slippery and warm. Her musky scent wafted up 
to his nostrils, intoxicating him. He switched hands and 
tasted her from his fingers. She smelled and tasted like 
none of the girls he had had sex with. He switched hands 
and offered a taste to Colin. Colin tasted Josh's fingers 
and smiled. 

Josh couldn't wait to bury his face between her legs. 
Neither he nor Colin particularly enjoyed eating pussy up 
until then, but this would be different. This was the woman 
of their dreams. Meanwhile, Judith moaned softly as the 
boys played in both of her favorite places. She was going 
to enjoy this day very much. 

"Mmm that all feels so good boys, you have no idea," she 
said, "I'm going to let you play there just a while longer 
and then turn over. I want you to enjoy the front of me as 
well."

"Oh god YES!" Josh and Colin cried out in unison.

Their instant response made her giggle and after a few more 
minutes she turned over. Both boys each went to work on 
their half of her body. They touched and kissed her 
everywhere, licking her luscious big breasts and suckling 
at her nipples. They slurped and tasted her as they 
massaged her full soft orbs. Over and over they rubbed and 
caressed every inch her body. Judith swooned. It was like 
surge after surge of pure pleasure that washed over her 
body.

Josh couldn't stand it any longer, he dove in and buried 
his face between her legs. He licked furiously at the 
parting of her swollen labia and her clit. Judith recoiled 
at the sudden invasion but quickly parted her legs more to 
let him lie in between. He hastily assumed the new position 
but his inexperience was obvious. Just the same, his 
tireless attention easily made up for whatever skills he 
lacked.

Colin preferred instead to kiss her tenderly on the lips. 
For some reason she hadn't expected this, it was almost 
more stimulating than what Josh was doing. He was a very 
talented kisser for his age. His embraces became more and 
more passionate and their tongues intertwined as he roughly 
massaged her breasts. 

Meanwhile, Josh was improving by leaps and bounds.  He was 
licking and sucking her clit while he inserted two fingers 
into her. She arched her back and then relaxed again. She 
just lay there enjoying all the attention as the three of 
them made love in the sun. A cool breeze wafted over her 
skin, intensifying her deep sensual desires. Why had she 
fought this, she thought to herself? This was heaven, 
absolute heaven. The boys' stamina was exhilarating as they 
thrilled her senses for what seemed like hours. Eventually 
though, their tongues began slow and tire. 

"Take a break and lie down on either side of me," Judith 
told them. 

As the lay down, she sat up and turned around on her knees 
facing upward. She put oil on each hand and took hold of 
their cocks and stroked them. They felt so hard and smooth 
in her hands. She loved the sheer eroticism of stroking two 
young men out on a beach. The thought made her heart race 
and she squeezed them both hard. Her lubricated hands made 
squishy sounds as she worked their cocks expertly and drove 
them crazy.
 
She bent to one side and took Josh into her mouth as she 
continued to stroke Colin. She bobbed her head and sucked 
until he exploded. She slurped every delicious drop of his 
cum and then turned her head to look at him. Josh had a 
look of delighted amazement, she was pleased.

"Thanks, Mom," he said. "I guess you knew how much I needed 
that.

Judith nodded and smiled as she switched over to Colin. She 
sucked him for dessert as she continued playing with Josh's 
softening member. Josh watched intently as Colin's cock 
slid in and out of his mom's hungry mouth, the vision 
excited him beyond belief. 

His cock rose quickly again and Judith squealed with her 
mouth full as she sensed her son's early revival. Her long 
silken black hair mopped Colin as her head bobbed 
gracefully up and down. Her heavy breasts swayed side to 
side and back and forth, it was a symphony of sensual 
delights. Colin stiffened as his orgasm approached. He sent 
wave after thick creamy wave into Judith's ravenous mouth, 
she moaned excitedly as she swallowed.

Despite all the earlier attention, Judith had only had a 
few small orgasms so far. She wished the boys were more 
experienced. She needed a nice big juicy orgasm very badly. 
She hesitated to mount one of them, that just wouldn't be 
right, not yet anyway. 

"Did you cum yet Judith?" Colin asked, and she nodded her 
head. 
"It didn't seem that way to me," he continued as he 
slithered in between her legs. 

She lay back and surrendered to the extra loving. 'Maybe I 
was too quick to judge this boy,' she thought. Her once 
severe estimation of Colin was beginning to fade. He was no 
expert but there was something very special about this 
moment. He so desperately wanted to give back, she could 
actually feel it. 

He loved her taste and her scent. He sucked at her love 
hole trying to get more juice out of her. He nibbled at her 
labia and stuck a finger between her cheeks to play with 
her sphincter. He knew how much she liked that from 
earlier. She raised her legs high as he licked and sucked 
at her clit. He finger-fucked her ass faster and faster. 
He'd seen that once in a porn flick. She held his head 
tight between her thighs as she was flooded by waves of 
sheer goodness. She let herself be carried away and her 
head was spinning.

When Judith calmed once more, Colin continued. He couldn't 
bear to leave his favorite new place. He was getting better 
by the minute and she let him continue as she ran her 
fingers through his hair. 

"Try not to touch my clit now Hon, it's very sensitive," 
she whispered to him.

"Mom, that was incredible," Josh said as he ran his hand 
along her chest tweaking her ridged nipples. "Please don't 
say you're sorry this happened. I love you Mom, you have no 
idea."

"I love you too sweetie, and I'm starting to care very much 
for you too, Colin. You've both made me feel things that I 
thought were gone from my life. Thank you both for pushing 
me here. You know, I feel wonderful and I don't regret a 
thing."

"Do you think we could go farther?" Josh asked. "I'd love 
that more than anything but I don't want to pressure you."

Colin still hadn't abandoned Judith's pussy. He kept 
licking and sucking at her, making discussion very 
challenging. She tried to maintain some sense of propriety 
and talk to her son as sweet jolts of pleasure shot through 
her like electric shocks. 

"You know, Josh, it's simple for you two, you're young and 
your always horny. On top of that, your age and lack of 
experience give you a sense of invincibility. That sense 
gets a lot weaker as you grow older and have more to lose. 
I know you're just dying to stick that lovely cock in me. 
But there's still something in me that says fucking my son 
is wrong-not to mention what would happen if we were ever 
found out." 

She took his face in her hands and looked him in the eyes.

"Josh, we will, I know we will-it's inevitable now. Deep 
down, you know it too. Please, just let things happen on 
their own. Are you disappointed so far?"

"Oh God no," Josh said. "This has all been like a dream 
come true. I never imagined we'd do the things we've done."

"Good, so be patient." She patted his cock with her hand 
and then left it there. 

After a while Colin finally slowed down and they all got up 
and took a dip before they ate. Feeling full, they lay in 
the sun for a while before taking a long stroll on the 
beach. All afternoon it was either one boy or the other 
between her legs tasting her. They alternated eating her 
pussy and her ass at the same time. She never had so much 
attention down there. She was almost thankful when it came 
time to leave. 

They arrived home near dinnertime and the power had 
returned. The house was still very warm and they all 
stripped to cool off.  After dinner, they watched movies 
until bedtime. They all walked up the stairs together and 
stopped at Judith's door. Josh grabbed his mother first and 
kissed her on the lips. His hands roamed down to feel her 
ass and he squeezed it as their tongues did battle. Colin 
was next and he only kissed her, but with far more passion 
than Josh.

"Good night boys," she said, "See you in the morning."

"Mom, is there any chance we could sleep in your bed 
tonight?"

"No, Josh, there isn't," she smiled. "Things are moving 
fast enough and we don't need to do everything in a day."

They all went to their rooms. Josh and Colin were still 
excited and they sucked each other off well into the night 
while Judith gave herself one more tasty orgasm in bed. 

The next morning, all three sat around the breakfast table.

"So Mom, Colin and I were wondering what happens next."

"About what?" Judith said.

"Well, you know, about us. The sex, the nudity, you know!"

"As far as I know, we only have one understanding, you boys 
can be naked when and where you want. You can have sex with 
each other, as long as long as it doesn't bother me or run 
the risk of you being caught. Aside from that, there's no 
other arrangement. It was great fun yesterday but please 
don't think it's open season on my body now. The things we 
did yesterday, may and probably will happen again-but only 
when I choose and on my terms. Have I missed anything?"

The old Judith was back, albeit in a newer sexier version. 
The boys reluctantly nodded and finished their breakfast in 
silence. Judith was rather pleased at how she'd dealt with 
the situation. Soon they were all inside at the front door 
sharing kisses. The boys set out on foot while Judith got 
into her car. She watched them walk away and she felt those 
troublesome little pangs between her legs again. Her sex 
drive had always been formidable but she'd managed to keep 
it in check. These two boys had woken it up again now-she 
wondered if she could control herself this time.

That evening Josh came home alone. He stripped off his 
sweat soaked top as walked through the house. Then it 
struck him-he could be naked if he wanted now. Not only 
that, he would be alone with her. His excitement grew into 
lust. He couldn't wait for her to get home.

After another half hour Judith walked through the door. 
Josh was watching TV in the living room. He was a little 
startled at seeing her but he warmed quickly as she stood 
and smiled warmly.

"My, I wasn't expecting this," she said. "There's no 
problem, of course, it just wasn't an everyday thing in my 
mind."

"I'm sorry, I thought the new rules would apply to me 
alone."

"Of course they do, I'm not upset," she continued to smile 
as she took in the view.

He was lying on his side and his delicious thick cock was 
limp and drooping down toward his hip. She eyed him top to 
bottom taking in his firm strong features, then back to 
that lovely cock again. It jerked and grew as she sat in a 
chair facing him. 

"You know, I've got to confess this again. I just love 
looking at you. You have a wonderful physique and I haven't 
seen anything like it for years."

"How can that be, you're so beautiful and desirable. Any 
man would kill to be with you. I'm not exaggerating, I know 
I would."

"Well, thankfully Josh, you won't have to go so far, we're 
there now. We've got so much more to discover about each 
other." 

He beamed and she idly crossed her nylon-covered legs and 
scratched thoughtfully at her knee. The sound of her long 
nails scraping over the sheer fabric sparked his senses. 
She was wearing a knee-length black skirt, with a light 
purple, silk blouse under a tailored jacket. The blouse was 
loose fitting and opened to show some cleavage. The black 
nylons and high spike heels gave off mixed signals that 
could mean fun or business. She looked so hot his cock was 
now fully erect and it almost hurt.

"My my, is that for me? I love that I can give you an 
erection, even when I'm dressed. This is all so terribly 
wrong but I just can't be upset about it any more. What you 
make me feel is so powerful, it just can't be wrong."

"Mom, you make me feel things I never dreamed were 
possible. I feel them so strongly that sometimes I think my 
heart will burst. Take your clothes off for me, please. I 
have to see that incredible body again."

"Hmm, you're saying all the right things now, Josh. Keep it 
up and I'll give you everything you could possibly desire. 
Right now, though, I think I'll shower and change for 
dinner." She stood and turned toward the stairs. She 
stopped and looked back over her shoulder. "Care to join 
me?"

"Just try and stop me now," he laughed as jumped off the 
couch. 

She threw her head back and laughed out loud. They climbed 
the stairs together and entered her room. Josh sat on the 
edge of the bed. 

Judith strolled up in front of him. "I want you to undress 
me. I want to feel your desire for me as you expose every 
inch of my skin."

Josh rose from the bed and removed her jacket. His hands 
began to shake. Judith sensed his nervousness-it thrilled 
her to know she affected him so deeply. Josh tossed the 
coat away. He unfastened the buttons of her blouse and 
pulled out the hem. The silken material shimmered in the 
soft light of the room. 

He slid his hands inside her blouse to feel her skin. She 
was so soft. Her skin had a coolness that was somehow 
calming to him. He caught the scent of her perfume that 
wafted lightly from between her breasts. His mind flooded 
with loving thoughts of her. She had worn the same perfume 
for all of his life. Tender memories of childhood adoration 
filled his consciousness. All of the deep loving feelings 
made him feel misty. Judith sensed what he was feeling and 
leaned forward to kiss both his eyes. 

He removed her blouse uncovering a lacy purple bra. He 
could see the clear outline of her areolas through the thin 
material. The bra fell loose. Judith had released the clasp 
with one hand at her back. He withdrew the delicate garment 
from her, gradually exposing her luscious breasts. Their 
size and shape, their sheer beauty took his breath away. 
Beautiful full breasts like these had only existed in his 
fantasies. His hands shook as he cupped them and ran his 
thumbs around the flushed pink pools that surrounded her 
nipples. They were already taut and succulent, just begging 
to be nursed. He leaned forward and took one between his 
lips. A faint taste of salt sparked his senses as he sucked 
on the firm nipple. 

She looked down at him as he nursed and a vision of him 
suckling as a baby came to her. She could feel his profound 
wanting being transferred through her nipple like an 
electric charge-or maybe it transference of her own deep 
desires.

He unzipped her skirt and let it fall to the floor. His 
eyes widened there was no underwear. She was only wearing 
sheer nylon thigh-highs. He bent to his knees and swallowed 
at the sight of her neatly trimmed 'V'. Her glistening 
pussy lips beckoned to him. 

She broke his concentration. "Take the stockings off, I 
don't want anything between us." 

He moved in close and placed a hand on either side of her 
leg. He held his palms flat against the hem of her nylons. 
He adored the feelings that were driving him now-the 
wonderful scents drifting to his nose. Her perfume mixed 
with the fragrance or her womanhood. It made him feel 
almost lightheaded. He curled his fingers into the hem of 
the stocking and inched it downward. His face was so close 
to her sex now. He couldn't resist placing a kiss on her 
mound and sneaking a quick taste.

"Ohhh, GOD!" Judith moaned, as her head jerked backward. 

She ran her fingers through his hair holding him in his 
position. He took another taste, then another. She 
reluctantly released him and he continued removing the 
stocking.

He proceeded to the other leg and completed the task more 
quickly. He looked up at her, her breasts seemed huge from 
this angle. He couldn't help himself-her amazing scent was 
so thick around him now. He reached behind and grabbed her 
ass with both hands. He pulled her to his mouth as kissed 
and licked her sex furiously.

Judith bent forward to slow his enthusiasm. "Let's get in 
the shower," she said, in a hoarse voice. 

Josh stood and followed. 

Judith turned on the water and then spun around to face 
him. They kissed passionately as their hands probed each 
other's bodies. Judith whimpered as the intensity of their 
kissing exploded. Josh grabbed a bottle of shower gel and 
squirted it over their heads, dousing their bodies with the 
fragrant slippery liquid. They rubbed against each other as 
their hands continued to probe their most private and 
sensitive places.

"Ohh Josh, I want you, I want you now. Let's go back to the 
bed."

But Josh couldn't wait-he pinned her against the glass wall 
and drove his aching cock up between her legs. Their 
tongues locked in battle while he guided himself into her 
warm dripping opening. He slipped into a heavenly warm 
place and it was done-he was inside her. He'd wanted this 
all his life and here it was-the circle complete-mother to 
lover. He paused to welcome the moment but only for an 
instant. 

Judith's eyes looked distant and crazed but she was fully 
aware of what she was doing. She was too far-gone to change 
her mind now. She was in this to the end now. She bent her 
knees, angling her pelvis forward. She wanted as much as he 
did. 

He rammed himself upward into her, over and over. They made 
primal sounds as they coupled against the glass. Soon, he 
felt the familiar tightening in his testicles. He tried 
everything stop them-anything to prolong these moments of 
ecstasy. She felt his rock hard erection become even harder 
as it seemed to grow inside her. 

He came, and it felt like the tip of his cock was 
detaching. With each gush of semen he flooded her womb. The 
warm rushes filled her with bursts of thick warm love and 
he groaned repeatedly with every thrust. Finally, he was 
spent. He pressed up against her, staring into her eyes-
willing his love over to her.

"Oh God I love you so much. I wish you could sense what I'm 
feeling for you right now," he finally spoke. "I love you 
Mom."

Then he slid down her body until his mouth lined up with 
her pussy. He sucked on her clit with a desire he'd never 
known. She arched her body forward, pushing her sex into 
his face as he probed her ass and wormed a finger into her. 

"Oh God, too much, too much," she cautioned, but Josh 
continued. He inserted another finger into the sensitive 
opening. "Please stop, I can't take any more, it's too 
much."

But Josh kept going, licking, kissing and sucking at her 
delicate clit, pushing her higher towards her inevitable 
climax. She let out a hoarse kind of scream that was mostly 
air. She grasped frantically around her and then gripped 
his head with both hands. She pulled at his hair and 
scratched his scalp in desperation. Josh ignored the pain 
as he pumped his fingers into her hungry ass and devoured 
her pussy. 
She pushed his head away and he reluctantly stopped. She 
slipped down the glass wall and sat with her legs spread 
widely and flat on the tiles. She breathed heavily as she 
desperately ran her hungry hands over Josh.

"I feel like I could pass out," she said softly. 

She looked into Josh's eyes-her gaze was disoriented. She 
tried to focus on her son's smiling face. 

"Josh, I've had more sexual experiences than you could 
imagine but this one tops them all. Maybe it's because 
you're my son or maybe it's just been so long. What ever it 
is, I don't know, that was just so wonderful."

"I know what you mean," he said. "I can't imagine sex ever 
being better than that. I've never felt this way with 
anyone before. You know Mom, I never imagined you had so 
much experience," he nuzzled into the side of her neck. 
"Sounds like sex was a big part of your life."

"It was, and one day I might tell you about it but not now. 
Right now I just want to hold on to these wonderful 
feelings you've given me. How did you do that? I'm still 
shaking and tingling all over."

"I feel the same way, Mom. We were meant for this. You made 
me to be here with you right now, felling what we're 
feeling."

"Nice as that sounds, and as much as I wish it were true, 
it isn't. Life presents us our great loves to share. We 
were lucky and we were both ready for each other. Oh Josh, 
you've woken something in me that was long gone and it 
scares me. This time it's so much stronger and more 
powerful. Keep making love to me, keep me feeling this way-
I never want to live without it again."

Josh stood and helped his mom to her feet. He turned off 
the water and after they toweled off, they wandered back to 
the bed. They crawled under the covers and Josh spooned her 
tightly as they both drifted off to sleep.

Later that evening Josh awoke. They were still spooning and 
he inhaled the clean perfumed smell of his mother's hair. 
Her skin felt inviting and his hand wandered up to her 
breast and he gently massaged it. Her nipple became erect, 
boring a hole into his palm. Judith began to stir. She 
moaned lightly as she wiggled her ass up against his 
rapidly growing cock. She rolled over and looked him in the 
eyes.

"What a nice nap, I really needed that. You know my son 
finally had his way with me today. He was wonderful but he 
left me so terribly weak," she pouted like a child.

"And now?" he asked, "Are you still so weak?"

"Oh no," she giggled, "I feel so much stronger now. I'm 
sure he could have his way all over again. That's if he 
wanted to?"

He grabbed her breast and kissed her passionately. He felt 
a fire in his chest and it burned white hot as his tongue 
tangled with hers. He never knew kissing could be so erotic 
and his emotions exploded. Tears streamed down his face to 
hers. She moaned pleadingly as they kissed. 

He broke away from her embrace. "Help me, please tell me 
what you like to do. I'll do anything to please you. 
Please," he begged.

"My ass," she whispered, "I love having my ass played with 
and made love to. Not fucked, not yet anyway."

He sat up as she rolled over. He straddled her legs and 
grabbed her hips. He lifted her ass until it was sticking 
up and her head and shoulders were down against the 
mattress. He ran his hands all over her cheeks. She felt so 
soft and supple and he kissed each cheek then ran his 
tongue up in between them. She squirmed beneath him 
squealing in ecstasy. He parted her globes exposing her 
little pink rosebud. He kissed it and pried at it with the 
tip of his tongue. 

"Put two fingers in my pussy," she instructed softly. "Rub 
my 'G' spot while you do that."

He loved having his fingers in her warm slippery pussy. He 
located the spongy soft spot under her mons and rubbed it. 
He massaged her clit at the same time with his thumb. 
Judith became incredibly aroused-her moans grew louder and 
louder until they became screams. She wriggled under him-
she was thrilled at his lovemaking ability.

"Don't ever stop, Josh, please don't stop. I can't remember 
feeling this good. You're driving me crazy. SHIT, I'm 
coming again, I can't believe it."

She buried her face in the mattress and let out a blood-
curdling scream as she attempted to grab at his head 
reaching behind her. Her feet beat against the mattress and 
her toes flexed and curled repeatedly. She let out a great 
big sighing breath into the bed and her whole body seemed 
to slump at once. She toppled over on her side and he 
spooned her once again. He hugged while he kissed her neck 
and shoulders.

"Oh honey, what are you doing to me?" she said, "After so 
long, you dish out the best lovemaking ever. I don't 
understand it, how are you so good at this?"

"I don't know, I'm just doing what you ask me to Mom, plus 
anything else I can think of. Nothing is more important to 
me than making you feel good. I only wish I could pour 
myself into you so you could feel how much I want you and 
need you. You're everything to me."

"That's so sweet, thank you my little lover. I just 
couldn't adore you any more. You know what? I think it's 
time for you to make love to me again. I want that 
beautiful cock of yours deep inside me."

Josh eagerly rolled on top of her as she parted her legs. 
He sucked on each of her nipples, nibbling and toying with 
them. Judith's arousal grew more intense and she placed her 
hand at the back of his head, holding it against her 
breast. He shifted up further and their lips met as they 
resumed their passionate kissing. He probed between her 
legs with his cock and quickly found her sweet opening. He 
slid into her with a few short thrusts. He withdrew his 
member halfway and grabbed her shoulders from underneath. 
He rammed himself in until he hit bottom. She turned her 
head to the side and moaned out loudly. Her legs rose up 
and her heals pushed his ass from behind.

"Oh God, you feel so good in me, go slow for a little 
while, I want to feel every inch of you with every thrust. 
Make love to me, baby, some your mom how much you love 
her."

He adored how she spoke to him now, so loving and free. 
Slowly he slid almost all the way out and then all the way 
back in until he hit her cervix again. She turned her head 
back and looked him in the eyes. It was the look of someone 
lost and bewildered. Her breathing was becoming erratic and 
strained. 

With each deep slow thrust she groaned like she was 
possessed. Over and over he skewered her and he was 
beginning to feel things he never new existed. He could 
feel every inch of her inside-she felt like nothing he had 
ever experienced. Every part of his mom's body seemed to 
respond to him as he rode her slowly and effortlessly.

All too soon, he could feel his orgasm approaching. Once 
again he tried and tried to slow it down but it wouldn't. 
His cock stiffened more and Judith immediately responded to 
his need. She hastened her actions as they gradually 
increased speed to a feverish pace, growling and grunting. 
He pulled on her shoulders again, thrusting himself ever 
deeper inside her as he shot load after hot load into her 
starved pussy. Two, three, four more desperate stabs, each 
one unloading his fluid love until he was spent. Exhausted, 
he collapsed on top of her and she lovingly caressed his 
back.

He lifted himself off and his limp phallus uncoupled from 
her. Cum drooled from her throbbing opening and oozed to 
the sheets. They turned on their sides facing each other as 
Josh ran a hand along the topside of her body. He traced 
her gentle rolling curves with his fingers as he leaned in 
for a sweet kiss. 

"You're very good at this Josh but I guess I shouldn't be 
surprised, it's in your genes. I'm glad you only got the 
best ones from us."

"Anything I'd get from you would have to be good Mom. Why 
are you always so down on yourself?"

"Oh Josh, you don't know much about me or my past. All the 
terrible things I've done to survive. The stupid moves that 
were just for kicks."

"Tell me. Believe me, there's nothing you can say that 
could change the way I feel for you. I really want to know, 
Mom. Maybe it will help you feel better about yourself."

"Josh, I'm fucking my son. Maybe this isn't the best time 
to rebuild my self-esteem. I'm okay. I've dealt with my 
past for longer than you've lived-I can handle it."

"Wow, now I really want to know more. Mom, I know you can 
deal with things. I'm just saying, maybe you don't have to 
any more. Maybe, just maybe, I can lift some of that burden 
from you. I just want to help and maybe learn more about 
the woman I adore." 

"You know, I could just eat you up, you're so sweet. I'll 
think about it, it's stuff I've had bottled up in me 
forever. No one, not even my best friend Jane or your dad 
knows the whole story. Let's just hold each other close for 
now, okay? Maybe we can finally get some sleep."

She looked down and saw Josh's fully erect cock.

"I can't believe it. My God honey, you're hard again. It's 
been a long time for me but you're making me catch up 
pretty quick. How about doing it doggy style this time, and 
you can go any speed you want."

"Works for me, that way I can see that magnificent ass of 
yours."

"Ohhh, I love you so much, honey, more and more by the 
minute," she laughed as she assumed the position. 

Josh got up behind her and parted her cheeks. He licked her 
ass copiously from top to bottom. He toyed with her clit at 
the same time and she squirmed her happy rear end, pushing 
it toward his face. He rose, presented the head of his cock 
at her entrance and then slipped it in. He reached forward 
and grabbed hold of her hanging tits, massaging them as he 
pumped his rod into her. He still couldn't believe how good 
she felt as they continued for quite some time. They both 
came again and collapsed.

Josh was insatiable. They made love twice more that night 
leaving them both pretty groggy in the morning. They hugged 
after they woke and cuddled until the last possible moment. 
Finally they got up and Judith insisted they take separate 
showers, or they'd never get to work. 

During breakfast Josh had something on his mind. "Mom, what 
about Colin? Can I tell him about us? You know, that we 
made love? I'm asking because I'll do whatever you want, 
even though he's my best friend."

"You know I'm pretty lucky. You're not just the best son 
and lover, but now you're acting like a partner too. This 
will take some getting used to honey. Sure, tell Colin 
everything, every sexy little detail. Get him super horny 
and bring him home to me. Tell him I have a special gift, 
for being such a good friend to my lover."

"Holy mackerel, he's going to go out of his mind. You 
really have no idea how crazy he is about you. I can't 
wait."

"Alright then, so I'll see you both tonight." 

She got up and put the dishes into the dishwasher. As she 
bent over, Josh slid his hand up under her skirt. His 
fingers touched the fabric of her thin panties. 

"Your wearing underwear today?"

Judith chuckled. "Yes, I don't have anything special 
planned today. I only go commando when I need an edge for a 
meeting. Clients can feel it when you feel sexy and a bit 
horny-even the women react to it. Still think your mom is 
so sweet?"

"Sweet? I don't think I've ever thought that about you. 
You're strong-way too beautiful and sexy for sweet. It's a 
real turn-on that my sedate mom walks around without 
undies. I'm getting hard just thinking about it."

She stood and lifted her skirt. She slipped off her panties 
and tossed them on the counter.

"Now we'll both have something to keep us horny until 
tonight," she said.

Then they both left for work but not before sharing a few 
deep, loving kisses before leaving.

At the store, Josh worked harder than ever despite his 
long, nearly sleepless night. Colin was having difficulty 
keeping up.

"Say what's with you today?" Colin asked, "Did your mom let 
you play with her some more this morning?"

Josh stopped dead in his tracks and glared at him. "Listen, 
buddy," he whispered sternly. "You may be my best friend, 
but if you ever say something like that in public again, 
I'll crack your head open like a melon. GOT IT?"

"Whoa! Take it easy, I'm sorry I wasn't thinking."

"Well think, and then keep thinking. I was going to fill 
you in on what happened last night, but now, I'm not so 
sure. Do you have any idea how your blabbing could hurt my 
mom? DO YOU?"

"Okay, okay, message understood. I'll never do it again you 
have my word. I'd rather die than hurt Judith, you know 
that."

"Alright then, let's have lunch later and I'll tell you 
everything. I also have a message for you from Mom."

"Oh come on, that's an hour from now, give me the 
highlights until then."

"No way, I'll give you the details later."

The next hour went slowly until the two met and walked to a 
nearby park for lunch. As they strolled, Josh told Colin 
every sordid detail of how he and his mom had made love all 
night. Colin was shaking he was so excited. When he heard 
Judith's message, Colin looked as though he might have a 
heart attack. He couldn't breath and his eyes were popping.

"Oh man, I just can't believe this," Colin frantically 
blurted out. "This is impossible. How can the woman of my 
dreams just invite me to bed with her? I mean, these things 
just don't happen to me, I'm just not that lucky. This will 
be the longest shift of my life."

He gave Josh a look and Josh knew exactly what he wanted. 
"Come on man, it's lunchtime. We don't have time."

"I know," Colin said. "But I'm so excited about your mom. 
Just a quick one to get me through the afternoon, we've 
done it before."

They often ate lunch in this park. Long ago they had found 
a few secluded spots where they could enjoy some quick 
relief. They hurried to a spot behind the washrooms. 

Colin dropped his trousers and his hard cock sprang out. 
Josh knelt and engulfed him, enthusiastically sucking 
Colin's throbbing cock. He loved having him in his mouth as 
he pumped on his member rapidly. He especially loved the 
taste of Colin's cock and now that he sucking him, he 
wanted to make it last as long as he could. In no time 
though, he was swallowing gobs Colin's thick cum. He loved 
the taste of it-he could never get enough. Colin was more 
relaxed afterward and they both returned to the store. 

Meanwhile, at Judith's office, her day wasn't going very 
well. She had trouble keeping her mind on her appointments 
and she often drifted off in thought. She kept thinking 
about the night before and her marathon lovemaking with her 
son. Then she thought about that evening and all the 
possibilities it held. Would she do each one alone or take 
them both on at once? She quivered at the possibilities and 
her pussy tingled.

"What are you still daydreaming about," she heard a voice 
behind her. It was Jane, one of her brokers and her best 
friend. 

"You've been somewhere else all day," Jane continued. "You 
weren't even listening during the Johnston briefing. That 
little job could be our biggest deal this year."

"I know I'm not completely here today," Judith said. "Could 
you be a dear and take my open house tonight? I really need 
to go home and get some sleep." 

"Not sleeping eh? Well it sure can't be a man. Beyond our 
little fun times now and then, you don't get any at all. 
What is it, trouble with Josh? He's not into drugs is he?

"No, of course not, Josh is the perfect son," she swooned. 
Suddenly she realized how emotive that response was. She 
straightened up. "So can you cover for me?"

"Of course I can, you know I never turn down a commission. 
You're sure everything's okay with Josh? You sure sounded 
funny a minute ago."

"Yeah, everything's fine, I just need some sleep is all."

Judith packed up and drove home before the boys arrived. 
She took a quick shower and slid into bed. It had been a 
lifetime since she had pulled an all night sex session. She 
smiled as she remembered and drifted off.

Back at the store, Josh was just as tired. Unfortunately, 
he wasn't the boss where he worked. Just before quitting, 
the store manager asked him to work overtime. He wanted to 
refuse but the boss was giving him good shifts and he 
didn't want that to change. He went to Colin and told him 
to go home without him.

"Here's the key," Josh said, "just make yourself at home. 
Mom won't be there until late. I'll be home when I'm done 
here. Hopefully, we'll have a great evening when were all 
together later."

When Colin reached Judith's house, he went in and looked 
around for signs of life. He went to the kitchen and poured 
himself a pop and then he strolled into the living room. He 
turned on the TV and set it to the music channel. There was 
a sexy rap video on with half naked chicks twisting and 
rubbing themselves. He turned the volume up loud and 
unzipped his fly as he strolled to the couch. He pulled out 
his cock and stroked it as he watched.

The loud music woke Judith upstairs. At first she was 
concerned but what thief would turn the music in full 
blast-it must be Josh. Still, she thought it was strange. 
Josh never listens to that stuff, she thought. She got out 
of bed and put on a long silk robe. As she approached the 
living room she saw Colin playing with himself. The music 
was so loud he had no idea she was there. She watched him 
stroke his cock for a while as he looked at the girls in 
the video. 

My god, these boys are so horny, she snickered to herself, 
they'll jerk off to anything. 

She strutted into the room and stood in Colin's line of 
sight. Colin jumped, but then he relaxed when he saw her 
smile. He muted the sound. 

"Wow, Judith, you really startled me. Josh said you'd be 
working late, he's working overtime at the store. He said I 
could come here to wait for you both. Did I disturb you? Do 
you want me to leave?" All the while he kept touching 
himself unconsciously as he talked.

"No, of course not," she said, as she watched him intently, 
"I'm enjoying your little show. Can I offer you some more 
tangible motivation?" She toyed with the lapels of her 
robe, opening them just enough for a tantalizing view of 
her cleavage.

"Oh God yeah, please," he said. "You're better than an army 
of those girls." He slid his pants off from under him and 
ripped his tee-shirt off as well.

"Wow, that was fast," she said. "I was just going to flash 
you my tits, but for a nice complement like that, you get 
it all. Spread your legs wider, I want to see your nice big 
balls too."

He did as she asked and she untied the robe and let the 
silken garment flow off her body. It piled in a shimmering 
mound at her feet and she stepped away from it to approach 
Colin. She went up to within a foot of him as he gawked up 
from the couch. She was absolute excellence to his eyes. He 
jerked his rigid cock furiously as his mouth gaped open. 
Her every sensual detail excited him in the extreme. Her 
large full breasts that stuck out defying gravity, her soft 
inviting tummy and beautiful pussy. It was just so pink and 
plump from her excitement. He couldn't wait to taste her 
again. He played with his balls using his other hand and 
that did it-he started to cum.

The first spurt was so strong it shot up, landing in his 
hair and down his face. The next had less velocity and made 
a slimy strip along his chest. Two more spurts landed near 
his groin and on his hand. She knelt in front of him, 
placing a hand on each knee. She leaned in and licked his 
hand and then continued up his chest to his face. She 
mussed his hair to blend in the cum and then they kissed 
passionately. She stood, took hold of his hand and tugged 
him to his feet.

"Let's take this up to my room," She said. "The next act 
will be longer now I think."

An hour later Josh arrived at the door. He knocked but no 
one answered. He walked back to the sidewalk and saw only 
one light on in his Mother's room. He smiled to himself, 
man, I've got to see this, he thought. He knew how much 
this meant to Colin but he was also dying to watch his mom 
fuck his best friend. He went around to the back and 
climbed the downspout to the top of the garage. He walked 
up along the roof to his bedroom window and easily climbed 
in. 

He removed his clothes and stole down the hall to his mom's 
room. The door was open and they were on her bed. Colin was 
on his back while Judith rode him slowly, cowgirl style. He 
watched her beautiful ass grind and sway as she fucked the 
life out of his best friend. He tiptoed in quietly over to 
her lounge chair. He lay back on it and stroked his hard 
cock as he watched. Colin turned his head and smiled and 
then Judith did the same.

"Sorry honey, we started without you," she said, "Are you 
going to stay there and watch or join in?"

"I'll watch, for now," he said. "This is the most beautiful 
thing I've ever seen, not to mention the sexiest."

"Suit yourself," Judith said, "but I've got a nice warm 
mouth you could stick that cock into."

"Well, how can I say no to that," he said. 

He got up from the chair and climbed onto the bed. He stood 
straddling Colin and faced his mom. She opened her mouth 
and took his cock in as he held her head. She licked, 
sucked and slurped away at his rigid cock never losing a 
beat as she rode Colin. Josh was impressed-she was a real 
pro.

A few minutes later, Colin screamed out Judith's name as he 
came. He professed his undying love for her and Judith let 
out a devilish little chuckle. Josh was only minutes behind 
and he filled her hungry mouth with his cum. 

"Did you cum Judith?" Colin asked, "Or, if you did, maybe 
we can give you a better one?"

Judith laughed. "Yes I did, a few times, you boys are going 
to spoil me. I've never had so much romantic and sexual 
attention, it's really overwhelming."

"There's lots more to come," Josh said, "better get used to 
it."

"Can we try a double Judith?" Colin asked.

"Not tonight, honey, next time. Maybe we'll start off with 
that, okay? Doing it that way always takes a lot out of me 
and I'm pretty tired now. Besides, I want Josh to take me 
in the ass before that. Would you like that, baby?"

"I've never done it before, you'll be my first, beside 
Colin," he said.

"Me too," Colin echoed.

"I'm glad," she said. "It's exciting to be someone's first 
at anything. You never forget your first. You know, the two 
of you are a real... I was going to say a handful but I think 
pussy-full would be more accurate." She laughed.

"So you've done doubles before Judith?" Colin asked.

"That's not a gentlemanly question, Colin. Yes I did, a 
long, long time ago in my wilder days. Please don't push 
that any further, it's not something I talk about."

"It's already forgotten Judith, I won't mention it again."

"You're working your way into a very special place with me 
Colin. Besides my pussy, that is. I'm becoming more and 
more fond of you each day."

The three of them lay on the bed, and took turns pleasuring 
each other for the rest of the evening. Judith loved 
watching them suck each other and she especially loved when 
they'd both eat her at the same time, front and back. 
Around eleven, Colin needed to get home and he got dressed. 
Judith and Josh walked him to the door and he grabbed her 
one last time hugging her desperately. He kissed her deeply 
and then he left.

"Gosh hon, you were right about how strongly he feels," she 
told Josh. "It's terribly flattering. Forgive me, Josh, but 
is that how you feel too?"

"Oh God Mom, yes, and way more. I wish I could express just 
how much you mean to me. I'll never love anyone as much as 
I love you, it would be impossible."

"Oh. Oh my, I never considered that," she became flustered. 
"I... I don't know what to say now. Every woman wants to be 
loved that way, just not by her children. I feel like I'm 
robbing you of something wonderful-your first real love."

"Mom, you've always been my first real love. Besides, I 
have all the time in the world to experience other things, 
we, as a couple, don't. I realize that one day you'll think 
you're too old for me. You might even try to push me away. 
I'm just letting you know, I'll never let that happen, 
you'll always be my beautiful lover. All I want is your 
happiness, and the ability to show you my love as a man and 
your lover."

Judith began to cry and Josh took her into his arms.

"Josh, this is far more than I bargained for. I don't know 
what to do now. I can't let you throw your life away like 
this."

"Mom, come on, I'm not doing anything of the kind. Aren't 
we happy right now? Don't I make you feel loved and needed? 
How could you, of all people, possibly ruin my life? Can we 
please go to bed now?"

She nodded and he put his arm around her as they returned 
to her bedroom. They showered off the evening's lovemaking 
and changed the sheets. They climbed into bed and cuddled 
for short while. Soon, they were back at it again-serving 
up multiple orgasms, well into the night.

In the morning Judith turned to look at Josh as he slept. 
Maybe we can do this she thought to herself, maybe our love 
is strong enough. She kissed him and he woke with a smile.

"Either we need to get to bed earlier or we stop having sex 
so late at night," Judith said. "I love every second but 
I'm so tired in the morning, I can't work. Today will be 
another write-off for me and I can't unload all my 
viewings, I'll lose half my commissions."

"I understand," Josh said. "I should sleep in my own bed 
during the week or maybe we could alternate nights?" 

"Josh, you know what our sex drives are like now. I don't 
know if we can resist each other any more. All right, so 
tonight you sleep in your own bed."

All that discussion was for nothing because that night 
Colin came over again. As they all made their way to the 
bedroom, Judith looked over at Colin. 

"Maybe you'll get your wish tonight?"

Colin grinned from ear to ear. He knew what she meant. 

Judith stood at the foot of the bed as the boys came up to 
her. She took a cock in each hand and massaged them. The 
boys caressed her breasts and kissed her neck and 
shoulders. 

"Tonight we'll take it to the next level, boys," Judith 
said. "Colin, honey, we're going to do that double you 
wanted. But first I want Josh to break me in again. I 
haven't had anal sex in a very long time." 

Their faces lit up like Christmas trees. Judith walked over 
to her nightstand and took out a tube of gel. 

"Just to smooth things out. It's been a while," she said.

She gestured at Josh to come over. She took his hand and 
squeezed some lube into it. 

"You have the honor of getting me ready, Josh. Let's see if 
you can make me cum while you're at it."

"I think I'm up to that challenge, I've made Colin cum a 
few times," Josh said. "Bend over at the edge of the bed."

Colin crawled up under her as she leaned over. He wanted to 
suck on her luscious breasts while they hung over the bed.

Josh smeared lube all along Judith's ass. He circled her 
rosebud with the tip of his finger and then inserted it. 
She tensed up and clenched the bed cover with her hands.

"GOD, I love that so fucking much," she said a she threw 
back her head. As Josh fucked her with his finger, she made 
a sound that was almost like growling. "MORE," she yelled, 
and Josh added another finger. She arched her back like a 
cat and threw her head back again. "OH GOD, PUT IT IN ME," 
she yelled.

Josh put the tip of his cock against her sphincter and 
popped it in. The pressure around the head was incredible. 
He kept still while Judith adjusted to the intrusion. 
Judith made deep throaty sounds that were either from 
anguish or ecstasy-it was hard to distinguish. He slowly 
eased more into her while she screamed with pleasure.

"OH FUCK THAT FEELS SO GOOD. MORE! DEEPER!"

He fed his cock all the way in and began to pump her ass 
slowly. Colin spun around on the bed so his head was 
between her legs and sucked on her clit. This was more than 
Judith could stand and she came so hard he legs almost 
buckled.

Colin flipped around again and slid under her again. Josh 
pulled out and Judith turned around and climbed up on Colin 
backwards.

"Put him in me," she asked Josh as she sat on Colin's cock.

"OH, OH MY GOD," she cried as he entered her ass.

Josh couldn't believe his eyes. Could this wicked lustful 
image be his mom? 

"Your turn," she groaned, as she looked Josh in the eyes. 
"Come on, get that meat in me, I'm waiting."

Josh moved in between her legs and penetrated her waiting 
pussy. He slid all the way in and Judith screamed. "NO, NOT 
BOTH IN AT ONCE."  Josh slid out again as Judith calmed 
down. 

"You alternate," she said. "He goes out, you go in. Try it 
again."

Josh slid into her once more and this time she raised her 
ass off Colin and moved toward Josh. With Josh buried in 
her to the hilt, she reversed the process, letting Josh out 
as she took Colin back in. The boys swooned as they felt 
their cocks rub against each other inside Judith.

The three of them began to get into the rhythm of it and 
their pace quickened. 

"Holy fuck, I've never felt anything like this," Josh said.

"Me neither," Colin said as he strained.

"Oh boys, you should feel it from my end. This is the 
ultimate way to fuck. I can't believe I'm doing it again, 
all these years later. Come on boys, keep it going, a 
little harder please Josh. Mm that's it." 

Despite the physical difficulty of Judith's position, she 
kept fucking both boys for almost half an hour until they 
both came. She collapsed on Colin and then rolled off and 
on to her side.

"I can't move, my muscles are all seized up and cramping," 
she said. "But it was worth it though. I never thought I'd 
do that again. That's another little secret about me boys-
doubles are my favourite way to fuck. There's lots more 
positions and I'm going to teach you each and every one."

Josh flopped down beside her. "Geez, I've never seen you 
this way Mom. You're acting sort of sex crazed. Not that 
I'm complaining, I love it."

"I'm just getting started, honey. You two have got me wound 
up and wanting things now-all kinds of things. I can't wait 
to show you. GOD I'm still so horny."

She was in luck, because that night Colin had so much pent 
up lust in him that he actually tired both Josh and Judith 
out. They kept trying to reciprocate but Colin wouldn't 
listen. All he wanted was to deal out orgasm after orgasm 
to the both of them. Finally, they pinned him down and with 
some skillful double oral techniques, they had him cumming 
in a screaming orgasm. Judith loved eating Colin's ass 
while Josh gave him head. They caressed each other 
intimately as they did it. It was another record number of 
orgasms. 

Once more, Colin had to leave around eleven. There was 
another emotional moment at the door and Judith was 
overcome again with Colin's love for her.

"I don't think I'll every get used to his need for me," 
Judith told Josh after Colin left. "It's so all-consuming. 
Tonight I won't have any argument with separate beds hon, 
that little bugger just wore me out."

"Me too," Josh said. "Although, I think I could still go 
another round. Maybe you're right though, maybe we should 
get some sleep for once."

"Oh, tired of me already? Maybe I should call Colin back."

"If I thought for a second you meant that, I'd be all over 
you," Josh laughed.

They both went to their rooms and had the first solid night 
of rest in a while.

After a month of almost continuous sex between the three of 
them, things were still going strong. Judith still refused 
to share her mysterious past with Josh and she kept hoping 
their three-way sex-fest would get his mind off it.

She still couldn't believe she had two virile young men 
catering to her every sexual need. They were like sponges, 
dying to learn every new way to please her. 

The boys were in heaven as well. There was no position they 
could come up with that Judith didn't already know or 
couldn't quickly adapt to. Her sexual prowess seemed 
limitless. As young and enthusiastic as both boys were, 
Judith could satisfy them both at the same time and still 
have staying power. Her sex drive just kept getting 
stronger.

***********

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