She moved her hand to the front of his pants, brushing it over his throbbing hard cock. She felt her son's body jerk, but he made no move to turn away or push her hand from him. She placed her palm against his hard-on, moving it slowly in circles as he watched the young couple fuck a few blocks away.

Feeling intensely aroused, Joan stepped behind her son, pressing her body against his back, her hands wrapped about him, one at his chest and the other cupping his cock. 'If I did it once for you, I could do it again, baby,' she whispered into his ear.

'Uhh, yeah,' Ted replied, moving his hips into his mother's caressing hand.

Joan ran her tongue about her son's ear as she began to open his pants. She slipped her hand inside and felt his cock hot and hard. Bringing it out, she closed her fist around it and began to stroke back and forth, pressing her pussy against his ass cheeks.

'Do you like this, Ted?' she murmured huskily at his ear. 'Do you like my hand on you this way?'

'Yeah, Mom!' he grunted.

She cupped her hand about the swollen head of his cock, feeling the wetness smear her palm. She twisted her hand, feeling the hot, smooth, wetness of him. Her cunt was bubbling with a heat that threatened to scald the hair-lined lips. She worked on his belt, opening it, then shoved his pants downward, his shorts with them. Cupping his balls in one hand, she jacked his prick with the other, but even this wasn't enough for her. She lifted her dress and pressed her pantied cunt upon his naked ass, feeling her thighs on his. Ted's young body shook with pleasure as her hand moved back and forth.

'They're finished,' he said in a choking voice.

'I'm not,' she whispered at his ear, darting her tongue into it. 'I'm not finished yet, darling.'

She turned him, moving her son toward his bed. He sat down and she dropped to her knees before him. Spreading his legs, she grasped his cock once more, and as Ted lay back, Joan leaned down and kissed one thigh. She jerked and pumped on his cock, sucking at his flesh, her tongue swirling about the sensitive inner surface of her son's leg. Her husband had enjoyed this very much, and she knew her son would, too.

Squeezing his cock as she pumped it, Joan breathed hotly as her tongue moved upward, licking and tasting his young, firm thigh flesh. She wasn't sure just how far she would go but at the moment she was prepared to go all the way with her tongue.

'What… what are you gonna do, Mom?' Ted asked in a voice that sounded strangled.

'Hush,' she whispered. 'Just enjoy it, honey.'

She jerked on his prick as her tongue moved from thigh to thigh, now halfway up them. Her cunt was fiery and wet as she licked and sucked at the flesh of his legs, her hand moving up and down his beautifully hard cock. Although it was dark in the room, with only enough light to make out indistinct details, Joan could see her son's balls a few inches from her face. She gave a whimpering sound and stroked her tongue about his balls, causing her son to jerk with unexpected pleasure. The sounds of his panting breath excited her, letting her know she was providing a great deal of ecstasy for him.

Swirling her tongue hotly, she flicked the tip against his balls, running it around them as she jerked her fist on his prick. She was pleased to find her son's balls tasted so good! She started licking them, her tongue going up and down, moving them about her lips. Ted was opening and closing his legs about her, arching his cock up and then dropping his ass. Joan shoved her hand under him and cupped a young, firm ass cheek, squeezing it as she pumped and licked at his preciously sweet balls. She knew, by the hard throbbing of his cock and the way his balls writhed against her tongue, she would have him coming off quicker than she wanted.

Yet she wasn't sure how far she should go. It might be better to go slow, or it might be better to go fast. The desire to gulp his young cock into her mouth and suck him frantically was strong, and she fought against the urge.

To have his sweet, hard cock throbbing between her lips would be so good, she thought. His cock, so young and hard, would taste heavenly inside her mouth, and she was sure his come juice would be delicious as it flowed across her tongue and down her burning throat.

With a soft groan of delight, Joan swirled her tongue about his balls eagerly, finally taking them into her mouth, sucking hotly as her fist jerked faster on his cock. The way his balls felt in her mouth sent a fiery ecstasy down to her cunt, and Joan began cumming. The waves of steaming orgasm shot through her one after the other, a series of orgasms like she had seldom experienced. She whimpered as she mouthed his balls, her fist flying up and down his prick.

Ted was lifting his ass up from the bed, grunting. Joan dug her fingers into his naked little ass hard, sucking his balls hungrily. She jerked frantically, mentally urging her son to come, to gush his creamy come juice before she gave in to the burning desire to close her lips about his cockhead and let him come off into her mouth.

She felt his cock spurt, and the creamy heat of his come juice coated her jerking fist. She pulled his balls, making him come with her fist, soft sounds of delight coming from deep in her throat.

'Come, baby!' she moaned. 'Oh, God… come! Come hard… come all over the place!'

'I am, Mom!' Ted groaned, his ass jerking wildly.

She pumped on his cock until it began going soft and small in her fist. Then she pulled her hand away and wiped it on his bedspread. She found tissues on his night table and cleaned his cock, balls, thighs, and stomach, wishing now she had taken his jizz into her mouth.

She stood for a moment looking down at him in the darkness, barely seeing him. The crotch of her panties was very wet, and giving in to a sudden impulse, she lifted her skirt and stripped her panties off. Holding them in her hand, she moved to the door. She flicked the light switch, turning the room into brightness. She saw her son grinning at her, his cock and balls sweetly exposed to her.

'That's better than just watching, Mom,' he said.

'I know,' Joan grinned back at him. Then she tossed her cunt-wet panties at him. They landed on his face, and Ted giggled as he drew them down to his neck. 'Now, here's something you can dream on, darling.' She turned her back to him, and gave her skirt a saucy flip, showing her naked ass to her son briefly. 'Nice, huh?' she teased.

'I didn't see much, Mom,' he said.

'Well, take a good look, baby,' she replied in a throaty voice, lifting her skirt again and holding it up this time. She patted her naked ass as she arched it saucily at him. 'Isn't it a nice ass?'

CHAPTER THREE

Three days had gone by, and twice a day Joan had jerked her son off, usually with his balls in her mouth. Ted, of course, was having the time of his life.

He still sat near the pool when Fawn was there, and Joan had not told him what she had seen. She enjoyed watching her son and the pretty girl without them knowing it. At night, she and her son would peek into Fawn's room and watch the pretty girl caress herself, finger-fuck to orgasm, then lick her finger. The couple across the way apparently didn't fuck every night, but Joan and Ted saw the janitor jacking off on the polished desk.

After watching with the telescopes, Joan would always leave her son with her cunt-wet panties on his face, flip her skirt upwards and wiggle her naked ass saucily, sometimes pat it in a teasing way.

As yet she had showed him nothing but her ass, but the desire to allow him to look at her body was becoming stronger. She wondered if he would be pleased with her, if he would find her titties as pretty as Fawn's, her cunt as exciting. Not that she was jealous, just that she wanted to excite her son as much as the lovely little creature did.

During the passing few days, Joan found herself drawn to Fawn almost as strongly as her son seemed to be. The girl was certainly a beautiful one, and her legs were very exciting to look at. When Fawn climbed from the air float, the bottom of her bikini was always pulled into the crack of her ass, the creamy whiteness flashing. Joan understood Fawn considered her ass to be quite lovely, and in truth it was. It was a caressable ass, tight, and very shapely. Joan wondered what it would be like to feel Fawn's ass, to play with her tits and maybe, just maybe, fondle her hot, sugary cunt.

Such thoughts excited Joan tremendously, and she knew her son was desperate to caress the older girl, too. It was in his eyes every time he looked at her, in the way his cock became so hard as he watched her, especially

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