Jill Mellon stood in the kitchen of the sprawling suburban home that her ex-husband had left her, preparing breakfast for her teenage sons, Bill and Dave. Expertly her hands moved across the stove, flipping the eggs with a flick of one wrist, turning over the bacon with the other.

Jill smiled, brushing the long brown hair out of her eyes. Nearly twenty years of marriage could make any woman an accomplished chef.

But even as she cooked, Jill was frustratingly aware of the need burning deep inside her pussy.

She was horny, very horny, she thought miserably. So damn hot; she needed a man.

All she had on was a sheer nightie that hugged the curves of her slim body. Jill was perfectly preserved at age thirty-nine, with the supple flesh and sumptuous figure of a younger woman. Now she hotly pressed her pussy mound against the stove, thinking of how badly she needed a long, fat cock spearing up her cunt.

That was one big trouble with being divorced, she thought wryly. Randall had been a bum in a lot other respects, but he'd always been a fantastic fucker. Jill's pussy moistened as she remembered his huge prick, the way it had felt going up her horny pussy tunnel.

Oh Christ, I need some cock, Jill thought hornily, wondering how long it had been since her last lay. I need a stiff, frigging prick.

Sighing to herself, the horny mother turned off the stove and hurriedly arranged eggs, bacon and toast on a plate. Then she looked toward the kitchen door, expecting Bill and Dave.

It was already eight o'clock, and they weren’t in the kitchen yet. That wasn't like them, but maybe they were sleeping in. Of course, they were growing teens, and Jill's heart warmed as she thought of her two boys, both shy, handsome teens with tall, rangy figures and unkept shocks of thick brown hair.

And as she thought of them, a throbbing heat coursed through her pussy. Jill blushed as she left the kitchen and walked softly up the stairs to their rooms.

She heard the shower running and realized one of her boys, at least, was up. Dave’s door was open and she could see his unmade bed, so figured it was him in the shower.

Jill stopped before Bill's bedroom door and lifted her hand to knock on the eighteen-year-olds door, but decided against it. She didn’t want to wake Bill if he was still fast asleep.

***

But Bill was awake and on his back in bed with the sheets pushed down to the bottom and his huge cock quivering stiffly over his stomach. Bill loved to beat his meat most mornings.

He wrapped his hand around the trunk of his throbbing cock and thought of Mrs. Watson, remembering how she'd looked in the bikini. Jesus, what a pair of tits! Bill fantasized about Mrs. Watson's juicy tits, remembering how they'd jiggled and shook in her bikini bra. He'd seen her nipples sticking through the fabric. Boy, would he love to suck those big tits!

Bill started jacking off. His fist pumped slowly on his aching hard-on, making his puffy cock-knob expand. He reached over to the nightstand next to his bed and squeezed out some Vaseline lotion onto his hand and spread it over his cock.

Then his fantasies changed. Bill, found himself thinking about Eva, his friend’s sister. It would embarrass him if Mike knew he was hot for his sister, but he couldn't help himself. More and more when he jacked off, he'd found himself thinking of her beautiful face and stacked body.

"Oh, fuck," Bill whispered, pumping his prick. "Oh, fuck, oh fuck..."

The bedroom door opened. Bill's face went crimson. He'd just been caught with his hand on his big prick.

"Oh, Bill! My Lord!"

Jill didn't know what to think or feel or say. She instantly felt a tremor run through her pussy as she ran her gaze up her son’s muscular legs to his crotch. Rising out from between his legs was gigantic rock-hard prick. Bill's hand was wrapped tightly around his cock. Her hands fell limp at her sides, her mouth dropped open; all she could do was stand there and stare at her handsome son with his muscular chest, his six pack abs, and his big, hard cock. Never in her wildest imaginings had she dreamed that her teenager would have a cock like this!

A deep throbbing penetrated the folds of her pussy as she ran her eyes up his prick shaft, seeing the fat, bloated vein seaming the underside, studying the glistening, shiny-skinned cock-knob. Jill's pussy burned and itched and throbbed.

"Well, Bill," she said humorously. "Is this how you like to spend your mornings?"

"I'm... I'm sorry, Mom," Bill stammered, his cheeks flushing crimson.

Jill crossed the room in a trance, staring hypnotically at his naked cock. His prick was shrinking rapidly but it was her first really good look at his cock in the raw.

Blushing fiercely, Bill reached down and started to pull up the sheets.

All her maternal inhibitions seemed to pass from her body and Jill gently grabbed his wrist. She didn’t want him to cover up that huge cock!

"No, Bill, don't do that. Masturbation is very natural. I'm glad. I just caught you playing with yourself. Here, let's have a little talk about your body."

Hesitantly, Bill let his head drop back to the pillows, embarrassed that his prick was exposed. His hard-on had gone down somewhat, but it was still long and thick under his mother's gaze, lying obscenely over his stomach.

Jill sat by his hip on the mattress and stared at his twitching cock. Her whole body was shaking. Never had she seen such a magnificent prick. Jill forced her gaze to stay on his face as she sat beside him on the bed.

"I'm sorry, Mom," Bill said quickly, "please don't get too mad at me. I won't..."

"Like I said, there's nothing wrong with masturbating, Bill," Jill said softly. "It's my fault, not yours. I should have knocked before I came in."

"I knew you were doing this, you know," she said huskily. "All guys do it."

Bill looked up at his mother in surprise. Then he lowered his gaze to her body. Jill became conscious of how clearly her nipples showed through the nightgown. Almost imperceptibly, Bill's cock started swelling with fresh blood.

"I masturbate too, Bill. Tell me, do you play with yourself a lot? You're a teen after all. Teenagers are supposed to be very horny."

Jill immediately knew that wasn't a motherly question to ask but she couldn't help herself. Bill's face was red as he looked at her. She was having a harder time keeping her gaze off of his growing cock.

"Well, yeah. Yeah, I guess I do," Bill muttered.

"Hmmm, that's what I thought. What do you think about when you jack off?" Unable to restrain herself, Jill glided her delicate fingers up his thigh.

Bill gasped as his mother touched his thigh. Jill sighed as she felt the warmth of his thigh and saw his cock twitch in response.

"I... I think about girls," Bill stammered. "About them, you know, making out with me, and... and fucking and stuff."

The voice of her conscience demanded that she leave her son's room immediately, but Jill made no move to rise from the bed. Her gaze was nearly riveted to her son's cock. His prick seemed to swell faster the more she looked. His cock was beginning to throb with obscene little pulses and rise stiffly from where his prick shaft had lain on his stomach. Within seconds, her son’s meaty prick stood straight out of his ball bag, quivering over his stomach.

"It shouldn't be hard to find a girl to make out with you, Bill. You're a very handsome boy, and you’ve got an extremely large cock. Just enormous... tell me, do you jack off like this?"

Jill wrapped her hand tightly around her son's cock, moaning softly as she felt its meaty thickness pulse wildly in her palm. She pushed up her fist, dragging up the loose flesh. Then she fell into a steady, pumping rhythm, lewdly jacking her son's huge hard-on.

"Unh! Oh, Mom!" Bill was wide-eyed with disbelief. He started to rock his ass off the bed, pumping his prick through the oval of his mother's fingers. "Oh god, that feels good, Mom! Do it harder!"

Jill squeezed her son's prick harder. Then she jacked his cock harder. The big trunk of his prick was nice and slick now. Her hand made a slapping sound as she beat his meat.

"Unh! Mom, Mom, oh fuck!"

"That feels good, Bill, doesn't it? Your cock is getting really big now. God, it's simply enormous. What else do you think about when you play with yourself? Do you ever think about me?"

"Sometimes... sometimes I think about you, Mom!" Bill blurted suddenly, blushing. "Oh please, do it harder! My cock's so stiff! I need to cum!"

"Oh, you think about me, do you? Well, well, well. I guess I'll just have to give you more to think about from now on, won't I?"

Gritting her teeth, Jill started to jack her son's cock as hard as she could. Her hand whipped frantically up and down his drooling, swollen prick, her arm moving in a blur.

Bill writhed beneath her, unable to stand the overwhelming passion. "Oh, Mom...that’s so good."

"I'll bet it is, Bill. You really like that, didn't you?" Smiling, Jill lifted her hand. “Will you think about me more often now when you jack off?"

Bill gulped and nodded his head.

The throbbing wetness in Jill's pussy felt like it had penetrated her whole body. Slowly, she rose from the bed and untied the sash of her nightie.

"Well. I think I’ll give you some more to think about, then."

Jill let the nightie fall to the floor, stepping out of it, exposing her nakedness.

Bill's eyes widened at the sight of her sleek, stacked body. Hungrily he ogled her juicy tits, studying his mother's pink, rubbery-stiff nipples. His eyes went down to her slender waist, then up her long, shapely legs. Finally his gaze riveted on her pussy, studying the glistening pink slit her brown cunt fur fringed.

"Is this better, Bill? Will this help you jack off from now on? Do you like looking at my naked body?"

Bill responded with his cock, gaping at her as the enormous trunk bobbed and twitched luridly over his stomach. Jill crawled onto the bed. She leaned forward and dangled her rounded B-cup tits over his face.

"See how stiff my nipples are, Bill? That's cause Mom wants you to suck them. That's right, darling. Suck Mom's hot tits."

Opening his mouth, Bill hurriedly guided one spongy globe to his lips. Hungrily he tugged in a fat, rosy stiff nipple and started sucking it, puckering his cheek around his mother's tit.

"Unh! That's good, darling!" Jill shut her eyes and moaned as the wetness spread through her cunthole, making her pussy throb with incestuous desire.

Bill sucked eagerly on the swollen nipple bud in his mouth. Jill couldn't stand it anymore. Pushing him away, she crawled down the bed and positioned herself between his legs, staring at his throbbing cock.

Jill had always loved to give blow-jobs, and the thought of wrapping her lips around Bill's magnificent prick made fresh fuck juice bubble out of her cunt. She knew she couldn't help herself.

"It's time to give you a special treat." she murmured, as her mouth filled with saliva in expectation of the incestuous cock-sucking.

"Bill, I'm going to show you something that feels a lot better than jacking off!"

She pushed her hand between her son's legs, wrapping her fingers firmly around the base of his prick. Then she dropped her head and extended her tongue. Bill gasped as his mother started licking his swollen cock head, lapping it like a horny kitten, sliding her tongue wetly all over and around the juicing knob.

"Unh, Mom!" Bill said as he eagerly started to rock his ass lightly off the mattress. "That feels so good!"

Her son's cock tasted delicious. Kneeling before the boy, the horny mother rubbed her slim thighs together and hungrily licked all over her son's cock.

Then she pressed her lips directly to the tip of his prick, kissing her son's cock. Her nostrils flared as she savored his manly aroma.

"Unh, Mom!" Bill's eyes were as wide as saucers. He couldn't believe his gorgeous mother was giving him head. "That feels fantastic! Unngghhh!"

Pressing her lips on the crown of his hard-on. Jill gradually opened her mouth. Slowly she slid his fat cock head between her lips, welcoming it into her mouth with her slippery tongue. Lower and lower she pushed her head, gurgling obscenely as she took the heartshaped crown of his prick down her buttery throat.

Then she stopped, with a full third of his huge prick stabbed into her mouth. Bill stared at the obscene spectacle of his mother's lips stretched wide around his swollen cock, her whole face flushed with the lurid energy of giving him head.

Jill milked her little hand around the root of his cock, squeezing hard. Her lips formed a tight, sucking circle around the center of his cock. She caved in her cheeks and started sucking her son's prick, rolling her tongue wetly all over the juicing knob.

"Unh! Mom!" Bill stared excitedly at his mother's face, wincing as he felt the suctioning, liquid pressure around his cock. Immediately his prick grew much stiffer, stretching her lips wide.

"It feels good, Mom!" He thrust his hands behind her head, curling his fingers in her hair. "Harder!" Hornily he bucked his ass off the mattress, fucking his cock up at her mouth. "Unh, Christ, suck my prick!"

Jill teasingly withdrew her mouth from his cock, giggling at his eagerness. "You like that, don't you?" Lewdly she continued to jack on his prick as she looked invitingly into his eyes. "Do you like it when Mom puts your big cock in her mouth?"

"Yes, oh God!" Bill cried.

"Well, Mom loves it too. I'm a very, very good cock-sucker, darling. Your father always loved it when I gave him head, and so did all the men I had before him! But your big prick is the best Mom's ever sucked!"

Jill hadn’t realized that the shower was no longer running, nor did she hear the creak in the hallway.

Smiling, she dropped her head and popped the bulbous knob of his cock back into her mouth. She gurgled as she stuffed even more of it in, letting the knob push past her tonsils, boring down her throat.

It nearly made her choke to take in so much of her son's prick, but Jill fought back, the reflex. She flared her nostrils for air, panting and puffing lewdly around the steely thickness of his cock.

Then she started sucking his prick much harder, feeling her whole face go red as she devoted all her energy to the oral pleasuring of her son's massive cock. Up and down her head bobbed, fucking her face with his delicious prick. Slurping, smacking, gurgling sounds of a good cock-sucking filled the bedroom.

She didn't see a mop of dark curly flair poke from around the bedroom doorway.

Engrossed totally in the vibrant cock slithering in and out of her mouth, Jill didn't notice as Dave peered hesitantly in, his mouth agape.

Dave gasped. Unable to believe what he was seeing. His mom was sucking his brother off; she was really sucking him off -- and look at her go!

From where he stood he could clearly see the whole thing. His naked mother was on her knees before Bill, those firm juicy tits of hers dangling and bouncing with every bob of her head as she licked his brother's cock to a wet, shining cock shaft. Even across, the room Dave could see that her light mound of pussy hair was all dewy and matted with arousal. Little moans surged from her cock-filled mouth and her cheeks sucked in with furious new urgency.

"Ahhh! Mom... ahhhhh!" Bill shuddered, staring wide-eyed at his mother's closed eyes and cock-stuffed mouth. The ecstasy of getting his prick sucked was so intense he could barely stand it. Her lips clamped around his shaft, the swirling tongue, darting into his piss hole... the non-stop sucking, sucking, sucking...

Bill heard a small hiss of breath from the door and saw his brother standing there with a towel around his waist watching the spectacle of his mom naked on the bed between his legs with her mouth spread wide, stretched open into a moist hungry opening for her son’s thick cock.

Strangely, the knowledge that his brother was looking on made Bill even more excited. Mom would probably do anything for some cock right now, and Dave was watching it all! He could probably do whatever he wanted, and she'd love it.

"Oh yeah, suck it!" Bill gasped delightedly, hunching forward in a series of fast stabbing pumps that slapped his balls roughly against her chin. "Oh fuck, that's good, make me cum right down your throat! Take it, Mom! Take it!"

Jill took it, and without protest. Her cunt was seething by now, sopping with creamy need. She wanted to feel Bill's load of precious jism sliding in hot liquid globs down her throat, but even more than that she wanted it blasting in her pussy, jetting spurt after spurt into her. All thoughts of moral restraint were behind her. She had to feel that big prick stabbing into her cunt!

"Don’t cum yet, Bill," she murmured huskily. "I'm going to give you another treat."

Abruptly she couldn't stand another moment without that scrumptious prick...