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MILF Attraction

Boy discovers that his mom is the object of his friend’s fantasy.
Dennis awoke to the noise of his parents returning from a party; he could hear his mom giggle as they struggled to climb the stairs. Based on the racket they were making out there, it was obvious they had partied hard. He took a glance at the clock on his nightstand, it read 3:54. He turned his head in the other direction and saw his friend Jeff, snoozing.

Jeff was a good friend of Dennis; they've known each other since kindergarten. During summer breaks, they usually make it a point to sleep over each other's houses at least two or three times a month. Tonight was Jeff's third time sleeping over his house this month. Dennis really didn't mind, though, since he was fun to hang out with and always brought along some goodies like a porn DVD or a videogame. Dennis put his head down on the pillow and let steady hum of the air conditioner take him back into a deep slumber.

***

Dennis awoke again, but this time it was to relieve his full bladder. He threw the sheets aside and sat on his bed. He noticed Jeff was not in the room. He probably had left to use the bathroom. Since Dennis was up already, he decided he might as well wait out in the hall until Jeff finished his business.

Dennis shuffled out of his room and felt the warm blast of air surround his body. His father didn't like to use the central air conditioning unit if he didn't have to. Said it cost him a fortune to run. That's why they all had a separate air conditioner in their rooms.

He made his way along the carpet, rubbing his eyes, trying to focus in the dark. As Dennis neared his parents' bedroom, his ears picked up what sounded like a moan. The boy stopped in his tracks listening. This time it was a grunt and a moan; his parents were definitely fucking. He hugged the wall as he crept closer to their bedroom. Dennis was debating to himself whether he should quickly peep or not. He knew it was wrong, but he was utterly curious. Eventually, he realized it was a bad idea and headed to the bathroom instead.

By the time he went back to his room, Jeff still wasn’t there. About twenty minutes later, his friend finally returned. "Where the hell have you been, Jeff?" Dennis asked him.

"W-What?" Jeff was clearly startled. "Damn, you scared the shit out of me…"

"Sorry about that…" Dennis realized he had been a bit too sneaky.

"I-I was at the kitchen, fixing myself something to eat" Jeff finally answered, after regaining his breath.

"Good thing you weren’t at the bathroom…" Dennis let out.

"Why is that?" Jeff was intrigued.

"I’m pretty sure my parents were having sex…" Dennis admitted. "That would be pretty awkward if you heard it…"

"Come on, Dennis…" Jeff laughed. "It’s only natural… It’s not like it’s something we don’t do ourselves..."

"Easy for you to say…" Although his friend Jeff was only eighteen, Dennis knew he had had sex with quite a few girls from school. His reputation even helped him score with some of the hottest senior girls. While Dennis was shy and introspective, his friend Jeff was prone to be the ladies man Dennis had always dreamed to be.

"What can I say?" Jeff grabbed his crotch, bragging. "Girls love a large package…"

"Whatever…" Dennis wasn’t sure about his friend’s endowment, but couldn’t help but feel jealous nonetheless. "I’m tired, let’s go back to bed…"

***

At morning, Dennis left his room, planning to head straight to the shower. That's when he heard some voices from the kitchen. He became curious and walked past the stairs and peeked around the corner to see what was going on in the kitchen. To his surprise, his friend Jeff was standing there washing something in the sink. His mom was next to him stirring something in a mixing bowl. They were talking and laughing, seemingly having a good time.

Dennis couldn't figure out what his buddy was doing, so he just stood there; he watched as his mom obviously continued to prep lunch. It looked like Jeff was helping her out, as he lifted something out of the sink and put them in a pot on the stove.

Then, his mom turned towards the bottom cabinet near the refrigerator and bent over to pull out a pan. When she did this he saw Jeff staring at her ass with a grin. She had on some fairly small blue cotton shorts that she works out in, so surely Jeff got a healthy view of her nice ass. It was his mother, but Dennis could admit that her ass was fabulous.

At 36 years old, his mother Claire Paxton was still a vision of beauty and sensuality. She had long blond hair that framed her face, setting off her high cheekbones, piercing green eyes and the sexiest lips most men had ever seen, but like most things she was unaware of the effect she had on men.

Her body was just as perfect as her face; her slim neck trailed down to perfectly formed shoulders and collarbones. Her long frame was accentuated by a pair of magnificent legs that had been toned through her years as an amateur gymnast. Her narrow waist and flat tummy flowed smoothly down to wide, luscious hips, and that led to long, smooth thighs and one of the best-shaped asses on any woman. Her wide child bearing hips caused most men to drool, as her perfect behind stirred their loins. Her upper body was blessed with a pair of magnificent 36c breasts that swelled voluptuously from her fine boned chest, which despite her age, showed no hint of sag.

Dennis didn't like that Jeff was staring at her bending over, but he was used to it because a lot of his friends talked about his mom in a sexual manner, sometimes followed by a punch or shove by him. He mainly retaliated to their comments in a love/hate manner by wresting with them and talking smack back, but it did upset him at times when they said things about her.

His mom got back up from reaching into the bottom cabinet and resumed her lunch prep, oblivious that her son's eighteen year-old high school friend was stealing a glance at her rear. That's when he decided to join them in the kitchen.

"Hey, guys," Dennis said weakly as he approached them.

"Hi, honey!" His mom said as she continued to focus on the cooking.

"Hey, Dennis..." His friend Jeff asked. "Did you sleep well?"

"Yeah… What are you doing here?" Dennis asked finally reaching the opening of the kitchen and leaning up against the wall.

"He's helping me cook," Dennis’ mother said cheerfully. "He's such a good helper."

"I came by to hang out until you were awake. She was just starting lunch, so I suggested I lend a hand." Jeff said.

"Oh. Well, I'm definitely hungry, but I need a shower first," Dennis said.

"Yes, you do that, honey..." Claire agreed.

His mom had a tendency to baby him. Since he was the only child, she was constantly pestering him about something, but she always meant well, so he took it with a grain of salt. Dennis did get embarrassed around his friends when she babied him, though.

"Well, I'm going to grab a quick shower and I'll be back down for lunch," he said retreating from the kitchen.

By the time he went back downstairs, the kitchen table was set. Lunch was just about ready, so he took his seat. Jeff and his mom were talking and laughing with each other. His friend occasionally complimented her on random stuff, and Dennis thought to himself what a kiss-ass he was.

Dennis also noticed him stealing more glances at her body. He had to admit she looked very sexy at the moment, even dressed down. She had on a white tank top with the blue cotton shorts on, and her long, stylish blonde hair was pulled back into a ponytail. The top was very thin, so the outline of her dark bra was visible, and he also noticed panty lines showing through the small shorts.

Her thighs were smooth and muscular. She had a nice rack indeed. Not that Dennis had ever seen her bare tits, but he had seen her bra size, 36c, and he had seen her rack in bikini tops and bras, so he know how spectacular her natural breasts are. They ate lunch and Dennis was out of the conversation for the most part. They talked about TV shows and movies, which was unusual at his house. His dad and he watched sports all of the time, so they don't keep up with all of the celebrities and movies like Claire. Jeff did, so Dennis’ mom loved having someone to talk with about it.

He kept making compliments to her and even dropped little sexual innuendos that went over his mom's head. Dennis thought it was actually kind of nice having someone to keep her occupied. If it was just him eating, then she would have probably drilled him with all kinds of questions about school, and he wasn't in the mood to answer any of those.

After the meal was finished, Jeff insisted that he do the dishes.

"Oh, that's so nice of you Jeff, but Dennis can do them," she said looking at her son.

"No, no, no… I insist that I do them," Jeff said as he already started washing the dishes in the sink.

"That's so sweet... Dennis, you need to hang out with him more to learn some good habits," she said. Normally Dennis would have talked back, but it was pointless. The truth was Jeff was sucking up to her because usually he was not so polite.

Dennis helped clear the table while Jeff finished the dishes. After this was done, they sat out in the living room and watched TV. Claire came out and sat down in his dad's recliner to join them. Again, Jeff and she talked back and forth to each other while Dennis just sat there.

Eventually, his mom said she was going to get ready to go out. That was Jeff's cue to leave, so he finally got up and headed towards the door. He told Dennis that he would see him later on. Claire thanked him for helping with dinner and they embraced in a hug. He told her "anytime" and kissed her on the cheek before heading out of the front door.

***

Jeff showed up that evening with his sleeping bag and a bag full of goodies. They waited for his parents to leave for yet another dumb party where they would get sloshed. By around 12:30, Dennis and Jeff were just finishing watching a game on TV when they started to get sleepy. Like before, Dennis was awoken by his giggling mother while his father shushed her silent.

Dennis peeked over at Jeff and noticed he was still sleeping. This time, Dennis forced himself to lay awake for another half hour. He heard Jeff rustling on the floor, and shut his eyes as Jeff called out to him. Dennis made some gurgling sounds in his throat and shifted on his side. Realizing that Dennis wouldn’t wake up, Jeff got up and tippy-toed out of the room, probably to fix himself another late-night meal.

Dennis waited for a while before leaving; he hugged the wall as he crept closer to his parent’s bedroom. Using the palm of his left hand, he eased the door open, looked inside, and witnessed a sight he would never have believed if someone had told him to his face. On his parent's bed, he found Jeff on top of his mother. She was wearing only her panties, her big firm breasts were all exposed to him. Jeff just stood there for a moment, staring at her hot body.

Jeff bent down to capture her right nipple and greedily sucked in her jiggling mound of tit flesh. She moaned at the milking of her breast while Dennis’ father slept soundly beside them. Her pink areola was wet from the constant nursing of her bloated nipple.

Dennis stared in open-mouthed lust while Jeff switched over to her left nipple, never losing his rhythm. The fact that it was his own mother getting fucked by his friend, only served to magnify his feelings of hurt and betrayal. Why would she invite Jeff to fuck her on her marriage bed? The thing that totally blew his mind away was that they were fucking right beside his sleeping father. What the hell was that about! Talk about no respect.

His mother grunts snapped Dennis to the present. Jeff had pushed her legs apart as he knelt between them, an involuntary moan escaped Claire's lips as she felt his hand on her inner thighs. He leaned down on top of her and placed his nose up against her panty-covered mound and inhaled deeply.

"Oh, baby!" Claire moaned as she felt his tongue through the thin fabric. "Oh, yes!"

"Oh, God, yes!" She cried as he removed her panties completely and he dove face first into her, eating Claire's hot pussy. He plunged his tongue into her deeper and deeper.

"Oh, baby! Oh, you're so good. Oh, God! Don't lose it, baby, please!" She cried, really playing along now.

He continued eating her pussy, using his tongue to tickle and caress her clit, as he quickly worked a finger deep inside of her.

"Oh, God! Oh, yes!" Claire yelled as she was overwhelmed by the waves of pleasure flowed through her entire body. It took some time for her to catch her breath; she was still shaking from her orgasm.

Dennis watched as Jeff stood up and removed his boxers, his stiff cock bobbed in the air as he climbed back to his parent's bed. Dennis jumped back and stared in awe at his friend's crotch. He wasn’t bragging earlier, his penis was simply gigantic. It had to be nine inches long and as thick as his mother’s wrist. Jeff sat up, his cock was throbbing with desire. He moved forward so that his cock was touching her labia.

Jeff got on top of her and pulled Claire to him. His lips crushing hers, her naked breasts crushed against his chest. His arms wrapped around her tight body in a devastating embrace. Dennis’ mom scissored her legs around his waist and gasped into his kissing mouth as the head of his cock pressed against the entrance of her pussy. Jeff grasped the back of her head and pulled her kissing lips from his.

"God, your pussy tastes so sweet, Mrs. Paxton," he whispered. "I betcha you are very tight... Well, don't worry," he slurped, "I'm gonna bust you wide open with my big, fat cock…"

Claire whimpered, her heart fluttered and her mind felt giddy as Jeff took command of the situation and her body. She jumped when she felt the fat head of his cock touch her pussy. Finally, he pushed down and she moaned as she felt her pussy lips spread around his cock-head. She moaned loudly at the shock of having something so wide enter her.

"Hell, yeah," said Jeff as he pushed a couple inches in. "Tighter than any girl other girl I’ve fucked!"

Dennis fixedly stared at the enormous cock head as it penetrated his mother’s tight pussy, her body jerked as it breached her cuntlips; it looked as if she was a virgin. Her firm tits were crushed against Jeff's chest, the pounding of his heart sent waves of Goosebumps across her skin. She couldn't breathe, and the throat filling tongue had nothing to with it.

Claire screamed, her head flew backwards while her grip around his neck tightened. Saliva from their drenching kiss sprayed from her mouth as she screamed.

"That's it, go slow! Oh! Oh, God! Oh, yes! Slow, sweetie! Oh, yes! Oh, my God!" Claire cried as Jeff slowly sank his massive erection into her.

Dennis could see her pussy stretching as it tried to accommodate this huge organ being forced deep inside. Her eyes shut harder as she felt his cock go deeper and deeper, it filled her completely and almost seemed like it would break her in half, as it just kept pushing forward.

"Oh, fuck! You've got a hot, tight pussy, Mrs. Paxton!" He growled down at her as his hard shaft pried its way into her pussy.

His friend's fat cock entered her pussy like a burning rod; nearly half of the pulsating member penetrated her in one brutal thrust. Her mind was on the verge of black out and reached for happy thoughts to hold upon and keep her conscious.

His mom looked like a stuffed turkey on thanksgiving; her tight cunt was stuffed with so much cock she gasped franticly for air. That bastard filled her tight pussy with so much cock the outline could be seen through her firm belly.

Clearly, she had never been fucked by such an immense cock; her nerves were on fire, sending impulses throughout her entire body. Her clit was so sensitive a feather could bring her off. This wasn't a feather; this was veined cock whose foreskin was rough and unforgiving.

Jeff’s fat cock seemed larger than anything she ever felt, it wasn't throbbing inside her, it was pounding, like his heart, pounding against the sensitive button of her clit, causing shockwaves through her tortured pussy and back again. Her head swung forward violently and smashed

"Fuck!" She moaned as he pulled out and then quickly pushed his thick shaft into her again, a bit further this time.

"Mmmph!" Dennis’ mom gagged, biting into the skinny neck of Jeff. He was toying with her; she laced around his body so tight her legs began to cramp up, and her toned arms wrapped around his thin form, fingernails raked his back.

She began raising her hips to meet his thrusts. He was slowly moving in and out of her, letting her become accustomed to his size. She felt the first orgasm building up before he wasn't even half way in. Jeff knew how to fuck a woman. He started slow, sliding only an inch or two out. He looked down at his cock impaling her. He decided to increase the pace and began sliding six inches out. She started grunting and raising her hips to meet his thrusts. "You like being fucked by a big cock don't you, Mrs. Paxton?"

"Fuch, yeah! I love big cock! I love your huge cock," she cried cumming again.

"Just relax, baby!" Jeff said, holding her slim waist tightly. "You're almost half way there."

Claire sobbed, unable to remove her lips from his neck. His hands already circled around her slim waist pushed her downward, while plunging his hips upward, thrusting his cock deeper into her pussy.

"Are you a slut for my big cock, baby?" He asked teasing her.

"Ohhhhhmmmmmmm!" Dennis’ mom groaned loudly, her fingers clawing into his back as his dick once more rammed home. "I am!" She whimpered.

"What did you say?" Jeff mocked.

"I Am!" Claire shouted. "I am a slut for your big fucking cock!"

"I've wanted to fuck you ever since I fucking met you!" He growled down at her as he looked down to watch his big, hard dick sliding rapidly in and out of her pussy, his large balls slapping loudly against her ass.

"Oh! Your dick is so fucking good! Yeah! Ummmmmm! So fucking big!" Dennis heard her groan as she rolled her eyes. "Oh, I love the way you fuck me! Yes! Oh! Fuck me like a slut!"

"You're so fucking hot, bitch!" He growled down at her as he thrust his dick hard inside her, slamming all 9-inches inside her fully, her big tits bouncing up and down. "You are without a doubt the hottest piece of ass I have ever nailed." Jeff sneered.

"Ohhh! Fuck me! Shoot all of your fucking cum into me! Knock me up! Fill me! Oh, fuck! That's so hot! Oh! Yeah! Make me pregnant baby! I'm cumming!" She yelled at the top of her lungs.

Her screams died in mixture of sobs and breathless sighs, she twisted against his grip and penetration. The pounding she was receiving was ruthless. He fucked her harder, she was his personal 'piece of ass', his cock filling plunge elaborating this fact. Claire held on to Jeff with all her might, incoherent mewls of pain and pleasure being emitted from her throat.

So stuffed with cock, being fucked so hard, only whimpers and shoulder biting was her reply. Her thoughts were just as incoherent as her words. The bastard kid smiled, his ego growing as 'Oh, gawds' echoed through his mind over and over. His arms wrapped tightly around her back and waist were all the leverage Jeff needed to fuck Dennis’ beautiful mom. One of his hands grasped tightly Claire's buttocks, pulling her away from him before slamming her back against his body.

She gasped and groaned biting into his neck, scratching his back as he fucked her deliriously, slamming her into his hairy groin over and over. Her legs flayed over his shoulder, her toes curling as her feet kicked aimlessly in the air. The orgasms were ripping her soul apart, she couldn't breathe, her naked loins were being pounded ruthlessly, and the cock inside her was deeper than anything she had ever felt. The lips of Jeff upon her neck would leave a mark, she didn't care. Jeff pounded her faster and faster, trying to penetrate her deeper and fill her flat belly with so much cock it bloated outward.

"Dear God!" Claire whimpered, her body convulsed, her insides feeling as if she was going into seizure, her back arched, the muscles in her neck strained against her skin and still he continued slamming her back and forth against his body.

Jeff fell to his knees holding Claire tight against his body, smashing her heavy tits against his chest, his cock began throbbing harder than before, his heavy balls tightened against her buttocks, and her insides looked as if they were on fire.

He suddenly laid her down upon the ground, smearing her across the floor with all the delicacies of a bulldozer. He pounded his groin against hers in grinding pelvis-crushing motions. Her bare, neatly trimmed loins were impossibly slammed to his thick black pubic hair, sticky with sweat and her cum sprayed across her groin, splattered in a gooey mess.

"Ohhhhhhh! Ram that big fucking dick into my tight pussy! Fuck me hard! OH YES! Like that! Fuck me so good! OHHHHHMmmmmmmm!" She groaned loudly as she continued thrusting herself back onto his invading rod.

He continued to fuck her hard, sending his cock deep into her juicy pussy as he bottomed out on each thrust. He was impaling her on his giant spear with each thrust into her tight, clutching cunt.

"Ram it all the way in, baby!" Claire gasped, and spread her legs further, as far as she could. "Fuck my pussy deep! Pound that big fat prick all the way in and out!"

Suddenly, the pressure exploded throughout her body in a giant blast of color and light. Her pussy clamped down on his plunging cock like a vise. The entire length of her rippling cunt grabbed at his thrusting prick and tried to milk all the sperm from it.

Her sleeve tightened on his iron hard tool as he pushed in and pulled out, demanding his cum. She heard a far off scream of orgasmic ecstasy and slowly realized it was herself crying out in final release.

"Unnngghhh! Your prick is enormous! It feels so good in my pussy! Harder! Fuck my cunt as hard as you can! Gimme your baby!"

She bucked, thrust, and rocked underneath him in a screaming, thundering climax that seemed to go on forever. Jeff plunged deep into her exploding cunt one final time and began to fire rope after rope of burning hot cum into her climaxing womb.

It was like a geyser going off in her cunt. His cum poured out of him in eruption after eruption coating the inside of her burning snatch and then squeezing out around the base of his rampaging cock as he continued to thrust into her pussy again and again. Their co-mingled juices flowed down her legs in rivers of white sticky strands and pooled on the floor at her feet.

Dennis could see Jeff’s large balls contracting: load after large load of hot, white, sticky cum, shot deep inside his mom’s unprotected pussy, deep into her womb as she was shivering and shaking from her orgasm.

Jeff continued to ram his big 9-inch dick hard into her tight pussy for what seemed like an eternity, until he pumped her full with his cum. That was too much for Claire, as she just passed out by all the alcohol plus the excitement. Jeff's cum filled her completely and started running out of her, down her legs, and dripped onto the floor as his cock continued to erupt in her pussy. Jeff saw her smile just before passing out.

He panted and moaned as he emptied his semen into her thirsty womb. When he finally caught his breath, he removed his cock and looked between her spread legs. Her thighs were red from where his balls had slapped against them and her pussy was splayed open. He watched a wave of sperm began flowing out, down her thighs and soiling the bed. The boy just stood up, wiped his cock clean on the sheets and slipped into his boxers. Dennis’s mother had her eyes closed with a smirk on her face. She looked well fucked. Looking down at her twat, he could see Jeff's cum leaking from her gaping pussy lips.

"Damn, Mrs. Paxton! No one will believe I fucked the hottest MILF of our school! I will have to record it next time I stretch that lovely cunt of yours!" He laughed. "You have the tightest pussy ever! Guess Mr. Paxton is not giving you what you need! Don’t worry… We’ll be seeing each other tomorrow…"

Another big rush of cum escaped her cunt and pelted the bed inches from the previous drops. Dennis could see large globs of his seed leaking from his mom's cunt, now a complete mess, all red and swollen, and making a puddle under her ass.

Before Jeff caught him, Dennis made his way back to his room and slipped under the covers. Jeff came in about five minutes later. Pretending to be asleep, Dennis saw his friend staring at him through the slits of his eyes. Jeff was satisfied Dennis was dead to the world and went to lie down.

***

The next morning, Jeff departed saying he had to run some errands for his mom; Dennis didn't care. As far as he was concerned, Jeff's status as his good friend was over. He was going to be relegated to the status of an acquaintance.

During the day, he watched his mother like a hawk trying to see if anything was amiss. She didn't appear to be anything but her old cheerful self. Well, not exactly cheerful since she had a doozy of a hangover. Dennis couldn’t believe that his mother was a cock-craving slut that would fuck his own friend, right next to his passed out father!

"Something wrong, honey?" Clair noticed her son’s absent minded stare.

"Huh?" Dennis was brought back to reality by his mother. "N-No... I-I was just thinking…"

"A penny for your thoughts..." She joked.

"Do you like Jeff, mom?" Dennis finally asked.

"Sure, honey," his mother admitted. "He is such a nice boy..."

"What does dad think about it?" He didn’t know how to approach her on the subject.

"What do you mean?" His mother seemed legitimately confused with the question. "Come to think about it, I gotta thank your dad for carrying me back yesterday..."

"Why would he do that?" Dennis wanted further details.

"We had so much to drink that we couldn’t even walk," she laughed. "Good thing we weren’t driving... I don’t even remember getting back home..."

At that moment, it dawned on Dennis that his mother never invited Jeff into her bed the previous night. He was simply taking advantage of her drunken state. Little did Dennis know the things that were yet to happen, though...

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