If you haven't read part 1, I recommend that you read it before you read part 2.

That made us both wide awake. We both scrambled up at the same time but that only got us tangled up in each other and we wound up falling off the bed, creating a bang that a deaf person could have heard. We stayed silent for a few seconds before we heard Mom say, "Are you guys alright up there?"

That was when we heard the footsteps coming at a pretty fast pace up the stairs...

"Shit shit shit!" I tried to whisper. Matt was trying to get a pair of shorts on that he grabbed from the foot of his bed and I was struggling to get my robe and walk at the same time to the bathroom. I hurried to the door and opened it as quickly and silently as possible. Just as I squeezed through, I dropped my robe.

"Fuck!" I bent down to retrieve it, but as I was about to grab it there was a knock on Matt's door.

"Matt?" My mother's voice was muffled by the door. I left the robe and went into the bathroom, closing the door as quietly behind me as I could. Just as the door was shut, I heard Matt's door being opened. I didn't have enough time to put on the clothes I had in the bathroom with me, so I grabbed a towel off the shelf and wrapped it around me, walking into my room at the same time. The door from the hallway to my room was already closed so I was in the clear for the most part. I sat down at my desk and acted like I was working on an English assignment. I could hear the voice of my mom but I had no clue what she was saying to Matt. She apparently stopped talking and I heard Matt's door close. My mother must have walked down the stairs quietly because I couldn't hear any footsteps.

I got up from my desk and went into the bathroom, heading for Matt's room. As I was reaching for the doorknob, I heard a moan of ecstasy come through the door. It came from Matt so I figured he still wanted more and was jerking himself off. I opened the door a crack, and instead of seeing Matt Jerking himself, I saw my mother wearing the robe I had to leave there. To add to the shock, my mother was on her knees in front on my brother-who was sitting on the edge of his bed-with his cock in her mouth. I watched for another second before I hastily shut the door. I leaned against the wall still reeling from what I had seen.

"Holy shit." I said to myself. That was the one thing in the world that I didn't expect. My mom? I thought she'd be pissed beyond belief if she ever found out, not joining in. It kind of excited me. I brought my right hand to my breast and felt that my nipples were already hard. Then I brought my left hand to my pussy. I was still covered in Matt's and my cum from the fucking before so I was plenty wet. The second I touched my clit was when I realized how horny I was from seeing my mother with Matt. I gasped when I made contact and got right to work on myself. I rubbed my clit with my left hand and brought my right hand away from my breast and stuck a finger into my dripping hole. I changed speeds every couple seconds so I could hold off my orgasm. I knew I wouldn't last as long as before so I sped up my hand against my clit and stuck in another 2 fingers into my pussy. I was determined to stay silent during my session, but I let a moan escape my lips. The walls of my pussy suddenly tensed around my fingers and my back was beginning to arch. I let out another moan, this one sounding more like a low scream than anything. This had to be one of the best orgasms I had ever received while masturbating. I felt my juices flow fast right out of me and on my hands and floor.

I collapsed back against the wall, having trouble even moving. My whole body was shaking and I was breathing heavily. That was when I heard the sound of someone clearing their throat. I looked to my left and saw my mother standing in the doorway, robe still on but open so her breasts and trimmed patch were visible. My mother had always been an attractive woman, with 36C breasts and a small waist. She liked to work out a lot and it made her extremely fit. Whenever the whole family would go out to dinner or shopping, My mother would wear clothes that wouldn't be skimpy or anything, but classy and showed off her figure. My father loved to court her around so they went out to eat with each other or with friends more than eating in. It didn't shocks me that she had managed to convince Matt to let her suck him, she seemed like the perfect seductress. Every once in while, when I would come home late after everyone had gone to bed, I would hear my parents in their bedroom fucking like there was no tomorrow. They must have had an amazing sex life.

My mother just stood in the doorway and gave me a tiny smile. I was still reeling from my orgasm that I could still barely moved, so I just watched her right back. She crossed the few steps it took to get to me and knelt down in front of me. She grabbed the hand I had used to fuck myself and brought it to her nose. She sniffed it for a minute, taking in the smell, then she put each finger in her mouth and licked my hand clean. She brought both hands to my face and cupped my cheeks in them, and moved her face closer and closer to mine. There was less than an inch between us when I cleared the distance and brought my lips to hers.

My lips parted a little under hers and that was all she need to put her tongue in my mouth. The kiss began as slow but it escalated into something that was definitely not family friendly. I reached out and put one hand through her hair, bringing the other to her shoulder. The hand on the shoulder starting moving down my mothers arm and towards her breast. I cupped it in my hand and started pinching her nipple, but as soon as I did that, she broke the kiss and stood up.

"Not yet. I get to have my way with you before you get a chance with me." She turned and went back into Matt's room, leaving the door open. I stared for a minute and stood up and followed her. Walking in, I saw her standing next to Matt's bed, Matt himself still sitting naked on it. His erection wasn't as stiff as when my mother was with him. She noticed that too, and wrapped her hand around his cock. She jerked him off for a few seconds and then straddled herself around his waist so that they were facing each other. She lifted her hips just enough so that she could aim her pussy right above his cock, then lowered herself down.

"Mmm, shit. You could give your father a run for his money." She didn't do much moving besides the occasional twist to get herself accustomed to his huge cock in her. There was a chair to my right so I took a seat and just watched. My mother lifted herself in one swift motion and brought herself back down, gasping with pleasure. She picked up her pace, constantly increasing her speed. Just watching wasn't enough for me. I stood up and went to the bed, bringing myself up on it and kneeling next to the pair. I grabbed my mother’s head and pulled her mouth towards mine, and I started moving with her, up and down. I brought my hand to my clit while kissing her and started getting off again. It didn't take me long before I collapsed back from my mother and on to the bed.

"Oh, fuck me, Matt. Fuck me, fuck me, fuck me, fuck me! Oh, I'm cumming! Fuck me!" My mother let loose a scream that sent chills through me. She moved up and down a few more times before collapsing against Matt. He was practically glowing from all the fucking. My mother stayed there for another minute, then stop up on shaky legs. Matt laid down on his back, breathing heavily. My mother stood there and watched us, and then left the room, not even bothering to close the door. Matt and I were silent for a moment, just looking at each other. We both had grins on our faces. I crawled over to were Matt was laying and brought my lips to his. This was a slow, sweet, innocent kiss. I pulled back and looked back down at him. He wanted more. I kissed him again, this time more urgently. Our tongues were having their own session inside of our mouths. Matt reached up and grabbed my breast, pinching my nipples and pushing them together.

We were so into the kiss that we didn't hear our mother return. It was only when I felt her kneel down on the bed behind me that I knew she was back. I felt her hand on my ass, tickling my hole. I heard her click something and then felt pressure on my pussy. I started feeling vibrations go through my whole body, centering at my clit. I gasped right into Matt’s mouth, almost falling forward on the bed at the same time. I reached blindly towards Matt and managed to grab his cock. I moved my mouth away from his and brought it to the tip of his cock, lightly kissing it. I jerked him a few times, getting him nice and hard, then I put it in my mouth. I used my tongue in ways that I had never dreamed of. His breathing started getting faster and he reached up and pushed my head down, making me swallow him whole. Every time I brought my head up, he pushed me back down, taking him faster. His cock tensed in my mouth and he released what was left of him into my throat. I swallowed it all without a problem. The vibrator at my clit was starting to make me shake with pleasure. I fell down on my back, breaking contact with the vibrator for only a moment. My mother was right on top of things. She held it against me, causing me to let loose the most powerful orgasm that I had ever experienced with anyone in my life. I couldn’t tell if I was screaming or not, but from the way my mother was smiling, I assumed I was. Even after the orgasm was done, she held the toy there, making me go through at least two more orgasm. When she finally removed it, I gasped and felt myself shaking. My breathing sounded like I had just ran a marathon. The bed around my pussy was soaked from all my juices.

We just laid on the bed, my mother moving next to me, and Matt on my other side. She wrapped an arm around my stomach, spooning me. Matt was facing me. We fell asleep like that. We must have slept for at least two hours because I heard a car pull up in the driveway, it being obviously my father. I woke up Matt and my mother and warned them. My mother ran down the stairs stark naked, breasts bouncing, while I ran to my room with my robe. Matt just had to stay in his bed and toss on shorts. The front door opened and my father’s heavy footsteps sounded throughout the house.

I could only wonder what I would have been like if it had been my father who had come home and not my mother…