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Just past my 18th birthday my Dad died in a boating accident. The sudden death of my Father was like a dash of cold water in my face and that of my Mom. It took the wind right out of our sails. Suddenly we had almost no one but ourselves and the fear was intense for a while. Fortunately, our house was free from mortgage and Dad had left behind sufficient arrangements so that we were not paupers.

Slowly and painfully my Mom led us back to sanity and stability. She had been working as a librarian for a few years and that kept her busy and distracted and I had my studies and gym. Naturally we grew closer than ever during the months after and the filial bonds strengthened.

My Mom was a good looking Lady who had always had her share of stares from men and even older boys. She and Dad had always had a fairly moderate social life but they were not swingers and without my Dad my Mom pretty much withdrew from the social scene. We spent much of our free time together helping one another fill the gap. I started acting grown up and had to take on "responsibility". I focussed more and more on my studies as I saw that as the road to salvation. And I helped Mom at home. Chores I used to refuse to do were now a part of my routine. I was becoming the Man of the house. I had to.

My Mom urged me to continue to be the person I was but yet she was also happy to see the change in me. I was fast becoming a good looking lad and conscientiously worked at my studies and the gym.

For the past year or two I had been particularly noticing the way men looked at my Mom. She always dressed conservatively but I guess a great figure and looks just cannot be hidden. She had hair the colour of golden honey half-way down her back and she took care of it. Well she took care of herself with regular walks and was blessed with a complexion many paid for. Her figure was full, not quite voluptuous but certainly full with a tucked in lovely waist and a flare to her hips which led to a still tight rear. While she was certainly past her 20s, she still turned a few heads. This was despite her trying not to emphasise her attributes.

The clothes she wore did not show off her figure and her hair was always in a simple bun. She wore sensible flat shoes and rarely applied make up. Yet many men noticed her. I guess she had something.

Even today She always carried herself just right. Her walk had a gentle undulating flow to it and her eyes could send a shiver down a spine. If I observed closely I noticed how her breasts swayed as she walked and one fine day I had a growing hard-on while looking at her in the kitchen preparing breakfast. It had happened so sudden that I was shocked and ashamed. I was afraid of getting up from where I sat and walking out because I was certain shed notice the tented shorts. I stayed glued to my stool with my eyes definitely averted from her. However, try as I might my eyes would not stay away for more than a few moments. I kept glancing at her as the light from the window streamed through her wrap and outlined her in a dizzying fashion.

The next few weeks and months went by with a raging battle between my head and my loins. I felt guilty that my Mom turned me on like she did though my head kept telling me this was not quite right. While my focus on my studies stayed firm I dated with less vigour. Whenever I did a picture of my Mom would somehow drift into my mind.

The death of my Dad put a stop to all that but only for a while. Now more than ever, I was closer to my Mom. Often in the evenings my Mom would quietly weep and I had to hug her and hold her close to calm her down. Then we'd just sit close together and hold hands. No words needed to be exchanged but my mind was more and more a whirl of lurid thoughts.

I could banish neither those thoughts nor the boner I got from looking at her or being near her. The inevitable happened sooner rather than later. I woke up one morning with a huge hard-on and my hand curled around it. The woman on my mind was my Mom. I groaned but kept caressing my cock as it throbbed into a monumental erection. Soon I was jerking off with pictures of my sweet Mom swirling through my mind. I barely made it to the bathroom when my cum spewed from my aching cock in long explosive spurts. That left me panting and wanting for more. This soon became a morning routine.

Around this time, one night I was up late working on some research and submissions I had to make when I heard a noise from the hallway and stepped out. The soft groaning was coming from my Moms bedroom. I padded to the door which was always ajar and peeked in. The room was dark but the streetlights threw in enough illumination through the thin drapes. My Mom was in her bed and it took me a while to realise that she was asleep. She was having a dream I thought. She was slowly arching in the bed and her left hand was softly caressing her flat tummy. Her hand slowly rose to cover her breast as she let out a soft moan. With a shock I realised that her other hand was dipped between her thighs. I stared at this scene in fascination. She continued to caress herself and was practically writhing in her bed. My own crotch was throbbing like mad and my hand was under the elastic band of my shorts. That night I came watching my Mom doing the same in bed – in her sleep.

A few nights later I again heard noise outside the door and saw my Mom slowly walk past in her negligee. I got up to speak with her but realised that she was sleepwalking! I followed her to the top of the stairs where she stopped and held the railing in her two hands as she mumbled and swayed. Her negligee was a sheer black lacy thing that barely hid anything. My eyes were glued to her rear as she leaned forward slowly. Her feet were splayed apart as she slowly started breathing heavier. Her head was bent forward and her lustrous hair tumbled all about her face as her hips slowly started flowing back n forth. In her sleepwalking state, my Mom was fucking someone imaginary!!! Her mumbles turned into moans as her hips swayed back n forth. Obviously I had a huge aching hard on. My eyes were all over her back and on her fabulous rear. Almost naked as she was, I truly realised how sexy my Mom was and why so many men stared at her. Her negligee fluttered about her hips as she "fucked" at the top of the stairs! I knelt behind her and unashamedly looked up between her parted thighs and peeped into heaven. Her lovely pink lips glistened with her pre-cum and I almost blasted off in my shorts there and then. The aroma of her musk filled the air and set me off trembling. I started fisting my huge cock as I watched her lips swell and get wet. By now she was moving faster and moaning quite loudly. Her hips sawed back towards my face as I leaned ever closer to them. Suddenly I could take it no longer and as my hand blurred on my cock I erupted. It was so big that the initial spatter of my cum shot clear through between her knees. I was fascinated when I saw her lips swell and clench and then her own juices dripped out and ran down her thighs. She slowly calmed down and her hands stopped clenching the banister. I got up on shaky feet and backed into my room as she turned and walked back to her bedroom and got into bed.

I barely slept the rest of the night. I needed to go to the bathroom a few times and each time I spewed a load as big as the biggest I had and yet I remained hard and big for hours after.

The next day things were normal between us. At least I was trying for that as much as I could. I could barely take my eyes off her though. While Mom went to work I worked on my assignments and submissions but was totally distracted by a constant ache in my balls. My hormones were raging fiercely.

The next few nights went by in a hot daze for me. My Mom asked me if I was alright and I always said that it was all fine. Then one night, again, she seemed distressed and I saw her quietly wipe a tear from her eyes. I was immediately by her side and held her from behind and she leaned back against me with a shiver. I held her with my arms circled under her breasts. We were like this for a few minutes and she slowly relaxed back into my chest. But unlike before I did not let go of her. I continued to hold her because I liked the feel of my Mom in my arms! Her lovely full ass was slowly pressing against me as she relaxed and my face was buried in her hair. I softly kissed her hair and then she shook herself as though waking up and turned around to pat my cheek. Her eyes were bright.

"Thank you Ben. I don't know what I would do without you"

I shrugged in embarrassment. If only she knew my thoughts then! "I am always there for you Mom, whatever the need" I could not believe I had said that because it had many interpretations.

"I know" she caressed my arm. "My Man. I am proud of you. Time for bed".

"Night Mom".

That night I lay awake savouring the memory of her lovely full body against mine. I wondered if she had felt the bulge in my crotch. Definitely not, I thought.

I awoke from deep sleep and realised that I had fallen asleep. Some noise had awoken me and I sat up in bed. What I then heard gave me an instant stir in my crotch. I could hear my Mom moaning. I crept out and realised she was in bed and walked to her door. This time I did not stop there but boldly walked in and stood by the foot of her bed. She was wearing that sheer negligee and was softly moaning as her hands caressed up and down her curves. She dipped a hand between her thighs and slowly her knees rose and parted. I had a grandstand view of this all being at the foot of her bed. Her fingers softly ran along her lips as her other hand swept the negligee up until her breasts were exposed and I groaned out aloud. They were fabulous! Nothing like anything my girlfriends had not even what their mothers had. These were perfect globes with a delightful sag to them. Her areoles were light pink and small and her nips were small too though quite pointy and hard now. Her hand cupped them in turns as she started massaging her lips. I slowly knelt at the foot of her bed and stretched a hand up towards her crotch. Her lips were already wet and puffy as her hips slowly writhed. She slowly put both her hands to her breasts and moaned suddenly as she pinched her nipples slowly. My stretched hand was way up between her thighs and in a moment of madness I let a fingertip caress up the crease of her lips. She moaned again and her hips bucked slowly up. I repeated the caress only to see her start to slide lower seeking the caress. Her hands made mounds of her breasts as she fondled them. Her hips slid lower down the bed and I let my finger enter her moist lips. She was unbelievable hot and wet inside as my long finger slid into her. I started caressing her from within in a swirling motion. And got nearer her clitoris which obviously was quite excited by now. She started bucking her hips more and more fucking my finger with regular thrusts of her hips. She then raised her hands to the headboard and gripped it tight and pushed herself down on my finger hard! I lay half on her bed with my fingers (now two of them) sliding in and out of her dripping wet lips and her hips jerked up and down the bed as her hands pulled and pushed her. I was finger-fucking my luscious Mom!

My other hand was gripping my cock as I fisted desperately. Her aroma was strong as she started a deep moan. My fingers were slick with her juices as they slid deep into her and my balls tightened and ached for release. I started thumbing her clit as my fingers rubbed into her and my Mom almost lifted her hips off the bed with a groan loud enough to be heard through the house. Her pussy exploded around my fingers! She was cumming on my fingers and I rubbed her fast and hard while fisting my cock towards my own orgasm. My entire being seemed to erupt as I came. My spurts threw my cum high up and onto her bed where it spattered her sheets. I quickly withdrew my hand and knelt and kept cumming! Oh Gods I came!

I crawled off hearing her softening moans. When I looked back as I left her room she was curled up in bed and was smiling to herself, still asleep.

I desperately avoided her for the next few days and finally she noticed it.

"Ben. What is wrong?"

"Nothing at all. Why do you ask?"

"You have been very quiet these few days".

She walked up to me and hugged me. "Won't you tell your Mom?"

I squirmed but could only mumble some inane stuff about submissions etc. All the time I could only notice hoe her breasts squashed up against me. I barely made it to my bathroom.

Things moved quickly from thereon. Almost every night I would creep into my Moms room and jack off watching her and on some nights she might have her dreams and I'd touch her. She also sleepwalked more often.

One morning as I walked past her door, I saw her softly caressing her bed sheets with a strange look in her eyes and panicked when I remembered that I had cum on them last night. I avoided looking at her that morning before I slipped off to class.

That night, she slowly walked into my room – in her sleep. She walked up to the drawers and placed her hands on the edge and spread her feet apart. She threw her head back as she moaned. Her hips in that now familiar rhythm. I knelt behind her and let her pussy come to my finger and she thrust them back to take in more and more of my two fingers. I was getting better at stimulating her with each try. I knew what made her mewl and shudder. I started two-fingering her clit and fisting my cock and soon her juices were dribbling down my knuckles. Her lovely full ass was thrusting back into my face and before I knew it I was softly licking my fingers to taste her as she moaned towards her orgasm. I had lost my mind and any fear that she could wake up never crossed my mind. As she exploded, I withdrew my fingers and arched my face up between her thighs and started licking her as her juices practically sprayed out of her and onto my stretched tongue. I was licking her as fast as she could cum. My hands softly held her hips.

My lust filled mind missed something. My Mom turned and was suddenly facing me and I was staring at her pussy. She leaned her ripe ass against the dresser and placed her hands on the top of my head. I looked up to see her eyes were closed. I went rigid with fear.

"Ben. Don't stop now."

I was shocked. She was awake! Before I could say anything her hands pulled my face to her lips and I licked them and kissed them. I made love to her pussy. No, I worshipped her pussy that night. She rode my face and I put my tongue deep up into her and she rode that too. She had a series of orgasms that night and so did I. The floor was a puddle of our cum near the dresser. All through the whole episode, she never opened her eyes or at least I did not notice it.

The next morning I was too ashamed to even get out of bed but Mom went about the day as though nothing had happened. I almost locked myself into my room for 2 days. Stepping out only for food. At the end of two days I realised that Mom was no different and she was not going to bring it up. So maybe it was best I ignore it too.

That morning I stepped out as though everything was as usual.

"Good Morning Mom."

"Good Morning Ben. I missed our mornings. But you seem to be ok now. All well?"

"Never better Mom."

That was that. I heaved a sigh of relief. That night my Mom walked into my room in her negligee. I sat up in bed and watched her walk in. Her eyes were closed and she was smiling softly. As she shrugged out of her negligee her lovely breasts jostled softly as she walked to the edge of my bed and climbed up. She stood atop me as I looked up at her. Her hands caressed her flanks and her hips and then I sat up under her and started kissing and caressing her thighs. Soon her hands clawed through my hair as she drew my face to her pussy and I ate her. My hands were denting her lovely ass as I licked her deeply enough for her to cum twice in quick succession. She placed her hands on my shoulders as she moaned out her lust. Her juices poured into my hungry mouth.

She then slowly knelt down until her lips were just above the tent my short were. I slowly wriggled my hips as I slid them off my feet. My hands came up to cup her breasts and I was thumbing her nips as she reached down between us to fist my hard cock. I grew and thickened with each passing minute and then she lowered herself on top of my cock. Her pussy was amazingly tight around it and she groaned as I went up her. She did not open her eyes but muttered.

"So big!"

My hands were around her slim waist as her hands gripped the headboard. She started riding my pole as I rammed up into her. I was fucking my lusty Mom! And she was a great fuck! Perhaps the best I'd ever have. My cock was throbbing fiercely as I rammed it up into her. She met my thrusts with her own downward thrusts impaling herself upon it. Her juices flowed and coated my shaft into silky smoothness. I thrashed up into her and my heart was hammering. My hands pulled her hips down as I thrust up grinding my cock into her. I was in no state to think of the situation. I just wanted to fuck this sexy woman riding my throbbing cock and that is exactly what I did.

I soon blasted a huge load of cum into her and let out a huge groan as I did. This however did not do much to soften my hard on. It sometimes took me a couple of orgasms before I softened and I was stil hard in my Mom as we slowed to a shuddering halt.

She slowly raised herself off me and stepped off the bed as I watched. My eyes crawled all over her voluptuous curves. As she walked away from the bed I stepped up to her and for the first time took charge. My hands curled around her hips and she stopped. I slowly pushed her down and knelt with her kissing her between her shoulders. As she knelt her perfect ass was pushed back into my lap and onto my still huge hard cock. I pushed her onto her hands and knees and slowly knelt behind her. I was going to fuck my Mother doggie-style! I reached under her to cup her heavy breasts as they quivered and entered her already wet lips. The first thrust was so long and deep that she let out a long groan at the end of it. My hands clasped her lovely clipped in waist as I rammed into her and she rocked back to take me in. All of me. My balls swung painfully as I fucked her like this. The thrusts were driving me deeper into her. More than I could imagine. I had a bigger than average cock and yet her pussy swallowed it all. Soon I was shuddering as I felt my cum rise through my shaft and then I buried myself one last time and spurted my cum into her fantastic pussy. I held her back against it with a hand grasping her waist while the other curled under her to cup and squeeze her breasts.

All this without a word ever exchanged. She never once opened her eyes but she sure opened mine.

My Mom sleepwalked almost every other night and I loved my Mom.My Moms sleepwalks continued and there were sometimes as many as 2-3 incidences a week. I was almost always on the lookout for the first hint of the light tread down the hallway and when it occurred, it always gave me a huge surge in my loins.

I used to make love to my sleepwalking Mom, sometimes on the stair landing, sometimes in my bed, sometimes on the floor and once even against the wall in her own bedroom.

These encounters did not in the slightest impact our daily Mother-Son routines and life carried on as it were. My vacations came and went. I had taken up a fair amount of gym work and was putting on muscles quite nicely. Not muscle bound – just very fit.

One of those ordinary days my Mom told me that her sister (younger by a year) would be visiting us and would stay for about a month or more. My Aunt was coming over so she could get away from her home for a trial separation from her husband of 20 years.

My Mom and her sister have always been close and I have spent many a vacation at my Aunts place. She is quite the opposite of my Mom. Physically I mean. Where my Mom is a tall statuesque girl, my Aunt is just about 5'2" though at that height, she is well proportioned I suppose. To be honest, I had never thought to figure out her figure! She was my Aunt after all. She was nice is all I can think of.

The day dawned bright and I had to go pick up my aunt from the station. She looked radiant as ever and gave me a cheerful hug. She immediately joshed me about my muscles and poked me in the arms and ribs and I threw a few mock body building poses for her. Just like when I was 10 years younger! We had a great ride home. After I dropped her off I went to the library for some reference work leaving the two sisters in a deeply animated conversation.

The next few days were spent chatting late into the evenings and even when I quit the chats I could hear my Mom and Aunt chatting away until I drifted off to sleep.

My Aunt had agreed to bedding in with my Mom and I wondered a few times about the sleepwalking and what followed.

On the third night after my Aunt came to stay with us, I heard something downstairs and softly padded down to take a look and saw a light in the kitchen. I walked up to the door and peeped around it to almost come face to face with my Aunt as she backed out of the refrigerator! She had come down looking for a snack!

She jumped in fright and I had to steady her with a glass of water and offered her a chair. After a few sips of water we laughed about it all. While we chatted in whispers, I noticed her looking at me and realised that I was wearing only my pyjamas. My torso was bare. My Aunt pulled my leg about my body and how girls must be drooling over it! I blushed pink and mumbled something to which she laughed.

After a few minutes we walked back upstairs. As I walked up the stairs after her, I found myself looking at her and suddenly I had an uncomfortable yet familiar stir in my pyjamas. She wore only pastel pink lingerie and had not bothered with a wrap. Although she was not tall like my Mom, I realised she was very well proportioned nonetheless. As she walked up the steps ahead of me I could not help but notice that she had a very nice rear that was swaying just wonderfully right in front of my eyes. At the top of the steps she turned to me and gave me a hug and reached up to give me a peck on my cheek. As she did so her breasts gently pressed against my chest for a moment. They felt amazingly firm and full. The stir in my pyjamas was definitely more than it was a few minutes back.

I barely made it to my bed and lay there struggling to breath. My Aunt had turned me on in a jiffy. An hour passed without sleep looking likely and then I heard a soft tread outside my door. I raised myself on an elbow to look and saw my Mother standing just outside the door. Her eyes were closed as I walked up behind her. My hands gently caressed around her waist and I heard her breathing deepen and she stood very still. My hands rose along her flanks and circled forward until I was cupping her lovely full breasts in my two hands and I gave her a long gently caressing squeeze as I kissed her shoulder.

I slowly stepped closer against her firm round ass and let my bulging cock press against her cheeks and between. I let go of her breasts long enough to shed my pyjamas. My huge cock was throbbing from the earlier bump in with my Aunt and now my Mom! I was fit to burst tonight. I leaned against her and led her hands to the top of the railing along the landing and she leaned against it. Her body arched, thrusting her breasts forward into my hands and her head leaned back as she moaned in her sleep.

My hands caressed and squeezed her breasts as I hunched behind her letting my cock slide in between her thighs as she stepped back and apart. I reached a hand underneath and softly massaged her mound as she swayed back against my throbbing hot cock. She leaned forward more and more and then I took her slim waist in my hands. Then I slowly thrust my cock slowly into her from behind as she leaned over on the railing. I knew I would not be able to hold on tonight, I was too excited. She was already wet too and immediately pushed back against my plunging cock!

My hands tightened about her waist as I arched my hips forward with each thrust, plunging my huge cock deep forward into her wet pussy. I was pulling her back hard to give her everything I had and her hair was flailing about her face as she thrust her hips back too. She wanted it all and got it all. Very soon, too soon, I felt myself starting to erupt and then I came with a huge shudder. Deep inside her as her ass ground back into my lap to take it all. Just as I was panting to a shuddering halt, I noticed a flicker of movement at the door to my Moms bedroom! My Aunt had seen us!

I did not know what to do or say and quietly withdrew from my Mom and went to my room and shut the door behind me. The next few days, I spent avoiding my Aunt.

On the fourth night after that one, again, I heard a footfall outside my door. I knew it would not be my Mom and kept my eyes shut. The footsteps approached my door and then someone walked in. I slit my eyes open enough to see that it was my Aunt. I lay very still on my bed though my heart was hammering in my chest.

She never once looked at my face but just looked over me as I lay in bed. Obviously my pyjamas were tented and as she watched I could not help but get a huge hard-on. Again! She smiled softly and sat on the edge of my bed near my hips and reached out to gently fondle my throbbing bulge. She leaned on an elbow and slid her hand under the band of my pyjamas and then she leaned forward to kiss me near my navel. Her blonde hair tumbled onto my jumpy skin and gave me goose bumps as it caressed my abdomen. Her lips were on my skin as her hand slowly reached deep into my pyjamas. Her fingers slowly curled around my hard erection as her tongue tip flicked over my abs.

She hooked her thumbs in the waistband of my pyjamas and slid them off slowly. Her head slowly dipped into my crotch and then I felt her lips nibbling around my head! My head was buzzing at this. Her hands cupped my tight balls and then she was licking along my length. Her tongue slid over the thick base of my cock and then along the lower side until it lapped over the eye at the tip. She licked off the precum as it slowly oozed out. My eyes were in slits as I watched my Aunt eat my cock. My precum made a glittering string to her lips as she kissed and licked my darkening head. And then she arched high over my cock and slowly swallowed it!!!

My Aunt was eating and sucking me.

I lifted my hips to feed my cock to her voracious lovely mouth as her hands pumped along the shaft. Her head dropped and rose as her mouth worked over my shaft. Her tongue licked along the tender underside of my cock as her hand pumped at the base while the other curled under my balls, squeezing them gently.

This was all way too much for me and I was soon bucking slowly fucking her raiding mouth. I felt my balls ache and tighten for what would be my second orgasm of the night. Once with my Mom and now with my Aunt!

She was not going to let me get off so soon though and expertly pinched my cock as she felt my excitement rising. She blew on my cock and let me cool off and then again started working along the shaft. I continued to keep my eyes closed – mostly!

This time she meant to go all the way and worked along my entire length with her hands and mouth and tongue. She was pumping my cock hard at the same time sucking on the head as it popped in and out of her luscious mouth. The hand that cupped my balls squeezed them in a rhythm that matched her sucking and pumping. Soon I was ready to groan out aloud and felt my cum start to rise along my shaft. A hot searing feeling surged through my cock as I started to cum. Into the hot sucking mouth of my Aunt. She was now pumping me harder and faster as her lips fastened to my head. I started pumping my cum into her mouth and she was sucking and swallowing fast. Taking it all in.

Soon I collapsed back spent. Totally spent. This was a night to remember.

My Aunt slowly licked off all I could give and then patted my cock as she raised herself off my bed. She walked off with a soft step. The next few days were a complete daze for me. I was busy with my studies too. But all the time, my mind was surely full of lusty thoughts about my Aunt and my Mom.

One of those afternoons when I got home, my Aunt told me that my Mom had gone out for some work and would not be back for another two hours. As we sat, awkward, she said something that sent a frisson of excitement down my nerves.

"I know you were awake". She was looking at me and smiling as she said that.

I did not quite know what to say or do. On the other hand, my cock was rearing into a big hard on.

Finally, I got up and walked up to her as she stood in the middle of the room. I lifted her in my arms as I kissed her mouth hard. She kissed me back hungrily. Her legs wrapped around my midrift as my hands cupped her neat firm ass. Soon we were ripping our clothes off and then we were back in the position we were. Only this time I leaned her shoulders back against the wall as I slowly thrust my throbbing cock up into her pussy. She rode down on it hard as her hands grasped my hair hard. Her legs wrapped tight around my waist and her heels dug into my back as she pulled me closer to her. I started thrusting harder up into her as she bounced hard upon my cock. I was hammering my Aunt against the wall and her head was arched back. She was moaning fiercely as she reached her first orgasm quickly. She was suddenly hot and wet around my cock and I kept on thrusting into her. Within a few minutes she had her second orgasm and then I let her down on to her feet. We were kissing and panting hard. She pulled me to the sofa where I drove down into her pussy again as my hands held her ankles high above her. Her legs parted in an inviting "V". Her orgasm was so violent that we slid off the sofa onto the floor. I kept on fucking her. We lost count of her orgasms. Her pussy was a hot wet mess. She was amazingly tight for her age, just like my Mom is. Must run in the family.

She was shuddering and moaning my name over and over again. Urging me not to stop, never to stop fucking her. I then slid out of her and slowly straddled her chest. I lay my cock between her lovely breasts and then pressed them together around it. Then I started fucking her that way. Each time my cock thrust through she gave the head a lick and a suck. Within minutes I was ready to let go and then I did let go.

My cock spewed huge strings of cum all over her breasts and mouth. She reached for it and swallowed it all. Glugging it down as her hands frantically pumped the shaft to get it all.

I lay collapsed for long minutes before I had the strength to pull myself off her. We kissed many times and then I raised myself off to go upstairs, I needed a wash and to just lie down!

As I walked towards the stairs to the bedrooms, I froze. My Mom was standing at the top. Looking down at the tableau. As I stood there and gaped, she turned away and went into her room. She looked angry! Obviously..

stood frozen at the bottom of the stairs. I was petrified. My Mom had just seen me fuck Aunt Susan, her sister!

Aunt Susan brushed past me as she bolted up the stairs after Mom. I Walked up on shaky legs and stood just outside the door to Moms bedroom.

I could hear Mom remonstrating with her sister and my Aunt was replying in a weepy tone. Their voices rose and fell as the mood shifted up and down. Mainly my Mom was still trying to understand what she had seen and blaming her Sister for what happened.

Suddenly Aunt Susan broke down and while taking blame for it all, sobbed that she had needed sex so much. She had been without for over a year since she and her Husband had barely been on talking terms.

This desperate revelation and her sobbing calmed my Mother and their tone ebbed to a more conciliatory one. I shifted slightly so I could look in on them through the door that was not fully shut. They were both weeping. Mom was hugging her sister as they both sobbed quietly. The tension seemed to ooze out of them. I was still tense as I would still have to face some music from Mom, I was sure. It was a gut wrenching event for me. I did not want to lose Mom and her love. Mom sat on the edge of the bed and Aunt Susan sat in her lap. Disconsolate. Still sobbing.

Mom was murmuring to my Aunt to calm her down and kissed her cheeks a few times as they hugged. Once just as Mom was about to kiss her Aunt Susan turned to her to kiss her too and they kissed one another – on the lips. Time froze for a second as Mom tensed. Aunt Susan slowly kissed her again – deliberately – on the lips.

"I know, just like me, you've been without sex too for long. You must know what it is like, not to be made love to".

Aunt Susan slid an arm around Moms shoulder and kissed her again, this time, deeper. Although Mom had tensed initially, she slowly seemed to melt under the small kisses from her sister. Aunt Susan kept up a gentle pressure until my Mom was laid back in the bed with her feet still on the floor and Aunt Susan was sprawled over her. They were kissing deeply now, passionately. Mom was kissing back. I was mesmerised.

The two most sensual women in my life were kissing one another and I had a ringside seat!

Aunt Susan was kissing my mom and at the same time caressing her neck and breasts and soon her hand slid into my Moms thighs. Mom backed up into the center of the bed and Aunt Susan followed. Aunt Susan was soon caressing Mom between her thighs and was slowly sliding down her showering kisses all over her now writhing body. I was transfixed at the door. I had a hard on, again!

It did not take Aunt Susan long to be kissing my Moms thighs and urging them apart. By then Mom did not need much urging either since by then she was far gone. She was moaning and caressing her lovely full breasts. Her hands were pinching and rolling her nipples as her knees rose and parted. She let off a big deep throated moan as Aunt Susan kissed her pussy. Aunt Susan started eating Mom softly. Her head was slowly bobbing in Moms thighs as Mom kept caressing and squeezing her own breasts. Soon enough Mom was arching fiercely thrusting her pelvis up for Aunt Susan to burrow into. Her moans were now very deep and sent shivers down my spine.

This was a scene so titillating that I felt I'd explode just watching.

Aunt Susan was lapping fast at my Moms pussy as Mom was very wet now and all that licking was making her wetter. Within minutes Mom was almost screaming for release. Aunt Susan had her rear pointed towards the door as she pushed her head deep into my Moms thighs. Then Aunt Susan reached back between her own thighs and started massaging and fingering her own pussy lips. Her fingers were soon wet as her own pre-cum was flowing out of her. Her fingers sped up as her licking drove my Mom off the edge and into the luscious abyss of an orgasm. Almost immediately my Aunt started bucking on her own fingers without breaking a stride in her licking and suddenly I could see her fingers become totally slick with her cum as she had her own orgasm.

They were, however, just warming up. Time was moving very slowly indeed and pent up needs were peaking.

Mom sat up and drew Aunt Susan up so they could kiss and as they did Aunt Susan stuck her still wet fingers between their kissing lips. Mom licked them off and then slowly shrugged off her wrap. Aunt Susan stripped too and then they started kissing one another kneeling in the bed. Mom then rolled Aunt Susan over and was licking into her damp thighs while letting her own hips crouch over Aunt Susan's face. Aunt Susan wrapped her hands on Moms ass as she raised her face to lick up into Moms drippy pussy lips. Mom slowly settled her hips lower on Aunt Susan's face. My favourite ladies were doing a 69 right in front of my eyes!

Mom' lovely hips were pointed towards the door where I stood. Her lips were tender from the licking they had just received. Now I could see Aunt Susan lick and rub Moms pussy and she was doing a great job given the way Mom was moaning and bucking again. Suddenly Aunt Susan rolled her eyes up and saw me standing in the doorway and smiled as she fingered Moms pussy. She then curled a finger at me and motioned me in with a twitchy finger.

It was all I could take. I stepped into the room and Aunt Susan started licking at Moms pussy again. This time as she did that she reached back with her other hand and invited me to place my throbbing cock in her hand. All this time Mom was eating Aunt Susan at the other end not knowing what else happening.

Aunt Susan slowly pumped my cock and tugged me closer and closer. My eyes were fascinated at the scene of Aunt Susan licking Mom while holding and caressing my cock. As you can imagine, I had a bigger hard-on than ever before.

Aunt Susan withdrew a finger from Moms wet pussy and gently circled the wet tip over Moms anus, wetting it. Mom seemed to pause for a moment and then dived back into Aunt Susan's pussy. Taking her cue, Aunt Susan started sliding the fingertip into Moms ass in time with her darting tongue as it went up the pussy. I was standing there gently pumping my huge cock with droplets of pre-cum dripping off in a glittering string. Aunt Susan caught that on her fingertip and inserted it into Moms ass. This was such a shocking sight that I almost came! I was watching the finger, fascinated, as it slid in and out. Mom groaned out aloud as her excitement and arousal were again reaching highs.

I was in a trance state then as Aunt Susan withdrew her wet finger and curled it around my balls and then she drew me closer and I knew what she wanted me to do!!! She wanted me to fuck Mom in the ass as she ate her pussy. I was blinded by lust and past the point of thinking. With a deep growl I took Moms ass in my hands and plunged my throbbing cock into her ass in a slow steady thrust as her sphincter first resisted and then let me in. She reared up with a howl and looked back at me as my hands clamped on her waist as I held her in place for my thrusts.

"Ohh Bobbyyyy"!

There was a flare of something in her eyes which was replaced by pure lust as she thrust her hips back at me, her ass swallowing my huge cock until it was all stuffed up into her.

"Oh God. Fuck me. Yes".

Mom almost immediately exploded in Aunt Susan's mouth even before I had done more than bury my cock in her ass. Aunt Susan almost drowned as she lapped it all up and then she started sucking on my balls and her hands curled over my ass and her nails urged me to start fucking instead of just gasping. I knelt on the bed and started thrusting my cock deep into Moms ass as Aunt Susan alternately sucked my balls or Moms pussy. Mom was eating Aunt Susan fast and rapidly and brought her to a shuddering screaming orgasm again. Both women were now screaming for more. Aunt Susan wanted more of Moms tongue and Mom wanted more of my cock! I simply wanted more of these amazing women.

As I ached for release, I withdrew and plunged right up forward into Moms already hot wet pussy. The move drew a howl of pleasure from Mom. I just rammed up into her as I knelt behind her. Pure hot boiling lust flowed through my veins. Aunt Susan arched and bucked under us as Mom licked and sucked her mercilessly into a continuous wave of orgasm after orgasm.

Then in a few strokes I exploded! I was blinded and dizzy from the ferocity of my orgasm. I was buried so deep and my fingers were clasped over Moms hips hard enough to leave welts. I just gaped and shuddered as I came deep within her. Mom was speechless too and so was Aunt Susan. Each blown in our own ecstasy.

We lay in a quivering heaving heap for a few minutes. The smell of our musk was thick in the air. I lay sprawled over my Mom who in turn had tumbled onto Aunt Susan. After what must have been 10 minutes spent heaving, we slowly started untangling ourselves.

The way it was, it was very difficult if not impossible to untangle.

I was tempted into kissing Mom and she responded hungrily sucking on my tongue and letting it slide into her mouth. As I lay there doing that, Aunt Susan slowly started licking me back to hardness. It was not long before I was fully erect again and buried in Aunt Susan's hot mouth. My Mom watched fascinated as I was swallowed fully by Aunt Susan. She was swirling her tongue along the shaft as she pumped her mouth over it. Her hands were cupping and squeezing my balls as they ached for more release.

I leaned into Aunt Susan's thighs and she quickly wrapped them around my head as I started licking and fingering her pussy. I slid two moist fingers deep into her and swished them about her silken insides as my lips started sucking near her clit. I probed with my tongue and at the first touch of my tongue over her clit she let out a gurgling yelp despite my cock stuffed in her throat. She started bucking fast as I sucked her clit letting the edge of my teeth rake over the tender flesh from time to time. Mom was leaning against the pillows and fingering her pussy as she watched me and Aunt Susan do a hot 69 in her bed. She reached into the drawer of a dresser next to her bed and pulled out a dark blue vib! It was shaped in detail like a real cock and was b-i-g! She switched it on and slowly slid it between her wet lips and licked her lips as her eyes stayed fastened to the action in front of her. Her hand drove the vibrator deep up her pussy as she leaned against the pillows. As I sucked on Aunt Susan's clit, I watched the vib disappear into Moms pussy. This was a scene hot enough to give me a heart attack!

I started fingering Aunt Susan faster as I pumped my swollen cock down into her throat. My lips fastened to her clit and I sucked it in pulsating moments letting my tongue rasp over it too. Mom's hips were doing a jig over the vibrator and suddenly all three of us were climaxing! Mom let out a loud groan as she came and I erupted in Aunt Susan's throat and she poured her guts out for my mouth! She was swallowing cum as fast as I pumped it out and I was licking up her cum as it welled up in her pussy. The bed sheets were wet under Moms pussy.

This was the mother of all orgasms, literally.

All three of us were left so blown after this round of orgasms, we just lay there and panted. I gazed at the two women in bed with me. Mom, a busty tall woman, still in her prime. Her mane of glossy hair tousled and tossed about her lovely face. Aunt Susan, shorter but no less curvy. She had a sexy pinch to her waist flaring into a perfect ass. Both had breasts that girls would pay to have! I knew life could not have got better. We were all looking at one another with a new awareness and admiration and no inhibition.