I couldn’t believe what I had just heard. I wondered what Mom could have been thinking as she invited Derek to join us. My initial fear was that it would mean that I wouldn’t get any “alone time” with Mom on the couch. Then I realized that if something did happen, our new relationship could be publicly exposed.

Panicked, I jumped in, “Mom, I’m sure Derek has better things to do than to hang out with us on Saturday night.”

“Actually,” Derek responded, “that sounds like a fun time!”

I was shocked by Derek’s response. He couldn’t possibly think that it sounded like a fun time, not without knowing what actually happened.

I stood there, dumbfounded, as I watched Derek and Mom make arrangements for him to join us on Saturday night. After Derek left, I tried to question Mother about her plans but, in typical fashion, she refused to talk about these sorts of things during the week.

Saturday arrived and it was nearing the time that Derek was expected to show up at the house. Mom asked me to go make the movie and pizza run before Derek got there. I protested, hoping that she would either make the run or that I could wait for Derek and take him with me. She made it clear that neither option was open for debate.

So, I hopped into my car and sped into town. I didn’t know what would happen if Derek arrived and he and Mom were left at home alone, but I didn’t like most of the possible options. I made the run in record time, constantly looking in my rear-view mirror for blue and red flashing lights. Still, when I got back home, Derek was already parked in the driveway.

As I walked into the kitchen, they were both sitting at the kitchen table and talking. There was no indication that anything had already happened. Derek’s overnight bag was placed near his chair. They seemed to be glad to see me, or at least the pizza anyway.

We headed into the living room and while Mom loaded the first movie into the VCR, I charged toward the couch and planted myself firmly in the middle. Keeping the two of them separated as far as I could seemed like the best option.

None of us paid much attention to the movie, although I did “shush” them occasionally. I was definitely feeling like the “third wheel” as they constantly tried to talk around me. The movie felt like it dragged on for an eternity, but when it was mercifully over, I felt even more apprehensive about what would happen next.

We cleaned up and Mom sent Derek and me to my room to get changed into our night clothes. We immediately slipped back into our usual “friend mode” and started to joke around. We each took a quick shower before changing clothes. I wasn’t sure what to wear but settled for a regular T-shirt and baggy shorts. Derek went with a similar combination, but his shirt was noticeably tighter. I thought about changing shirts, but that seemed like it was too obvious that I was feeling threatened by his presence.

We headed back to the living room and Derek stopped dead in his tracks. Mom was wearing the sexy pajama outfit that she had worn on our second “movie night.”

“Wow! You look really pretty,” Derek exclaimed, clearly choosing his words carefully.

“Thank you, Derek,” she responded. “That’s very nice of you to say. You look very…um…handsome tonight.”

I couldn’t help but notice that Mom had already stolen my spot in the middle of the couch. It was clear that she wasn’t going let me to continue to keep her and Derek separated. With the two of them being so flirtatious with one another, I felt even more disconnected than I had before.

Mom hit the play button on the remote control, and I simply sat there in dread of what might happen next. We all stared at the television screen for the first few minutes. Out of the corner of my eye, I could start to see some movement. As I turned to my left, I saw that Mother had placed her hand on Derek’s thigh. As I continued to monitor the situation, I could see that she was now massaging his thigh and gradually working her hand closer to his cock.

The next time that I got a close look, I could see the front of Derek’s shorts were poking straight up in the air. He was slowly starting to return the favor as he worked up the nerve to touch Mother’s thigh in much the same way as she did his.

I felt completely cut out of the action. I was convinced that Mom was going to send me off to my room at any moment so that she and Derek could be alone.

“Is that for me?” she directed toward Derek as she pointed out the obvious bulge in his shorts.

“Yeah,” he admitted as he squirmed slightly in his seat. “Do you want to see it?”

Mother giggled, “We will see, handsome. I just wanted to test your level of interest.”

I was nearly beside myself as I had to watch everything unfold in what felt like slow motion. Shortly after Mother returned her focus to the television, I felt her right hand on my thigh. After sitting there for a while, I removed my shirt and tossed it in the direction of the television. Derek, following my lead, did the same just a few seconds later.

We continued to sit in place, pretending to watch the movie as we all had our hands placed on our neighbor’s inner thighs. Mother made the next move as she simultaneously reached into both of our shorts. She pulled the front down exposing each of our cocks as she slowly stroked them.

As I looked in Derek’s direction, I could see that I had a noticeable size advantage. His cock seemed to be a bit under six inches long and significantly more narrow than mine. I had at least an inch in length as well as a fair bit of girth. Derek flashed me a look that screamed, “So this is why you have been staying home on Saturday night.”

Eager to prove that I was the better man, I wriggled out of my shorts and didn’t stop until I was completely naked. I tossed my clothing forward and, once again, Derek’s would be soon to join it.

“Eyes ahead, boys!” Mother ordered, followed by a giggle.

We each leaned against the backrest as she stroked both of our eager cocks in unison. It was then that it finally dawned on me that Mother had intended to have sex with both of us. It actually felt kind of intimidating. Suddenly, I felt the pressure to outperform Derek. In many ways, I wished that he wasn’t there, but this scenario was already underway, and I had to try to make the best of it.

I wriggled my hand underneath Mother’s shirt and started to force it upward. Derek, who seemed content to follow my lead, did the same. We continued until we had pulled it over her head and Derek tossed it into the laundry pile.

I squeezed her right breast and teased the nipple with my tongue. Derek followed suit as we started to assert ourselves. Mother was squirming around, clearly enjoying the attention of her two young male suitors. I, of course, wasn’t satisfied quite yet as her shorts would not be clinging to her body for too much longer.

“Do you want to go first, handsome?” Mother directed toward Derek.

“Y-yes, ma’am,” Derek responded nervously.

I watched both nervously and jealously as Mother dropped to the floor and crawled between Derek’s thighs. She licked his cock several times from base to tip, clearly in an effort to tease and torment the both of us. She produced a condom and rolled it down his cock before climbing onto his lap.

It was nearly an exact replay of my first time with Mother, except for the fact that I was well and truly an observer of the action. She seemed to be in complete control of Derek as she lowered herself onto his cock. Leaning backward slightly, she started to ride his cock slowly. Her knees were spread wide as they planted firmly into the couch cushions. Mother’s lower torso swayed down and forward as she explored Derek’s lean and fit body with her hands. It was obvious that her “handsome” comments were not merely hyperbole. She clearly found him to be quite attractive and that was something that I was not at all comfortable with.

Derek seemed to be almost hypnotized by Mother. He had very little response to her, other than to clumsily grab at her breasts with his trembling hands. At times, she almost seemed to be mauling him as her hands explored his body or she ran her fingers through his hair.

Suddenly, Derek’s head rocked backward, and he started to exhale aggressively through his puckered lips.

It was less than two minutes into the action and Derek had obviously already blown his top. I was surprised that he had finished so quickly because I knew that he had previously had a couple of different sex partners. He didn’t seem to be the least bit surprised or embarrassed by his modest-at-best performance, though.

Mother climbed off of Derek and went to the bathroom to grab a towel. She removed his condom and cleaned him up, before handing him a replacement and asking him if was interested in anal sex. Derek nodded affirmatively, although he still seemed to be in her trance. She directed the two of us to pull the coffee table away from the couch and we complied. Then, I was ordered to lie on my back on the floor in the area that we had just cleared away.

Facing me, Mom straddled my body and lowered herself onto my already-protected cock. It was one of the few times that we had fucked in that position and the first time that I had the sturdy base of a floor supporting me. Determined to prove my worthiness, I grabbed her hips and unleashed a flurry of thrusts. My cock bottomed out with every thrust, launching my balls vertically until they crashed against her taint with a smacking sound.

After several barrages, Mother placed her hands on my chest and encouraged me to pace myself. Then she looked over her shoulder and asked Derek if he was ready. In his hand was a small bottle of lube that Mother had given him, and he applied a large amount of it to his cock. Derek dropped to his knees slightly behind Mother as she reiterated that he needed to start out slowly.

I was jealous that I had to witness him fucking Mother’s ass, especially because I had never been given that opportunity. In fact, I didn’t even realize that it was an option until that moment. She hovered just above me, her breasts touching my chest as she awaited Derek. Her body rocked slightly forward until I saw a distinct change in her expression.

Her mouth drew open as she squeezed me tight. I could tell that it was a combination of pleasure and pain, but most of all it was obvious that Mother liked it. I could feel Derek’s cock press against mine as he entered her. I wondered to myself about how thick the layers of flesh were that separated us.

Derek and I started to rock back and forth slowly. Without speaking, we each seemed to decide that we would alternate strokes. Once we set a pace, it was easy to keep in rhythm with one another. Besides, I didn’t feel very comfortable with our balls making contact with one another any more than was absolutely necessary.

After settling in, Mother placed both hands on my chest and forced her upper body to a nearly vertical position. Her eyes were clenched tightly as she clearly was soaking in every sensation. I studied her responses to our actions and logged them in my personal memory bank. She removed her right hand from the top of my chest and placed it between her legs.

Shortly thereafter, her upper body surged forward. Both of her hands narrowly got into place in time to catch her as they crashed to the floor on each side of my head. Her face was inches from mine as I watched her cum. Her face was bright red, and a purple vein protruded from near the center of her forehead. Still, she didn’t seem to even see me lying underneath her.

She soon crashed on top of me. I wrapped my arms around her, and Derek and I sped up. As we thumped away in rapid succession, I could feel Mother continue to quiver. I was the next to cum as I ground to a halt with my cock buried all the way inside of her. Derek was still pumping away, and I could feel the sting of his scrotum as it smacked against mine with every thrust. He would have his second orgasm soon after. I could hear him gasping for air as I felt his cock throbbing on the other side of our fleshy barrier.

Derek dismounted, and Mother and I separated. Once on our feet, Derek and I picked Mother up and sat her on the couch. Her legs were still trembling, and she seemed too weary to stand on her own. We sat down next to her and waited for a response. I think that both of us felt like we had performed really well, but we each sought out her approval.

“My boy,” she mumbled lovingly as she softly kissed my forehead. “You did good, handsome,” she said to Derek as she caressed his cheek and kissed his forehead as well.

We all got to our feet and quickly cleaned up the bombsite that the living room had become. Before we said goodnight, Mother walked up to Derek and squeezed his chin with her thumb and forefinger.

“If you want to join us again, you have to agree that you will not tell anybody about this. You do want to join us again, don’t you?”

“Y-yes, Ma’am,” Derek responded, in a familiar fashion.

We grabbed our clothes and headed to my bedroom. Derek patted me on the shoulder on the way. “Your mom is fucking awesome!”

We dropped off our clothes and headed back to the shower. Derek couldn’t stop talking about Mother and how much he liked her. He tried to talk me into heading into her bedroom and having another go at it. I explained to him that it was over for the week and that was how her rules worked. He seemed disappointed.

I wasn’t sure how I felt about the entire scenario. I had never considered that Mother was looking for a threesome and I wasn’t entirely comfortable about it. Besides, now Derek knew our secret. Although he was my best friend, he was not the sort of person that you trust with a secret. I feared that it was only a matter of time until he exposed us publicly.