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I have known Tommy since we were little guys; our moms were best of friends and so we spent a lot of time together and often had sleep-overs at each other's house. Gail was like a second mom to me; sweet and affectionate.

Growing up I guess I always knew she was an attractive lady; as a I would tell Tommy, 'you're mom is hot'. She kept herself in good shape, had long legs and beautiful perky breasts; her nipples always seemed to be showing, a fact that any teenage boy couldn't but notice. She was also a bit of tease; very much at ease with two boys coming of age.

After hurting myself in a hockey game, since both my mom and were away, Gail came over to check on me. She was caring and kind and her usual flirty self. Since I was very limited in what I could do for myself, I was most grateful for her visits and having known her my whole life, I was very comfortable around her and very much used to her touch.

So it was no surprise when she tenderly caressed my arm or brushed her hand against my hair. I didn't even think much about it when she would touch my ass or rub against my cock, but I have to admit for a horny , it was incredibly erotic.

I wasn't able to shower on my own, so Gail would wash me in bed and her touch totally aroused me -- there was no hiding the tent in my shorts. As she wiped my legs, her arm brushing against my cock, I thought I was going to in my sleep shorts. Thankfully, she finished up -- I knew I would have to stroke out a load when she left.

Gail prepared some soup for me and then gave me a kiss good-bye, which wasn't unusual, but I swear this time there was much more passion as she lingered with her sweet lips on mine. 'Thank you, mom', I said with smile. Gail winked and was on her way.

I was rock hard and hadn't in a few days, so I began to rub my cock before freeing it from my shorts, which I tossed on the floor beside the couch. Lubing my rock hard prick with my spit, I began stroking it. I laid back, closed my eyes and quickened my pace; I needed to relieve the ache in my balls.

Just then the door opened and Gail, walked in...'I forgot...(she starred at me and then her eyes locked onto my stiff cock)...my keys'. I tried to reach for my shorts but there was no use, I was busted.

'I'm sorry, Jesse...I didn't mean to barge in. You must be feeling better!'

'I'm the one who should apologize, I'm sorry you had to find me like this.'

'Don't be Jesse, remember I used to change your diapers! I know you boys need to take care of yourselves. I'll get out of your way and let you get back to what you were doing.'

I'm not sure what came over me, but I looked at her and said, 'I wish you'd stay'. She paused for a moment and then walked over to me, picked up my shorts, tossed them across my still hard cock and sat down beside me.

I wasn't sure what to do at that point, my mind was spinning and it didn't when she placed her hand on my leg, just inches from my raging boner. 'You won't tell my mom, will you?'

'Don't worry, sweet boy, your secret's safe.'

With that she leaned in and softly kissed me on the lips and put her arms around me, pulling me close and running her finger's through my hair. 'Maybe my boy needs a little more attention', she whispered she wrapped her leg around mind, pressing against my cock, which was now leaking like a faucet.

Gail, seductively wiped the tip of my prick with her finger and then brushed my pre- on her lips and kissed me again. I lost it in that moment and began making out with my best friend's mom.

It was obvious we had both crossed a line from which there was no return. Gail opened her blouse and undid her bra and began to rub her tits across my lips, her nipples were standing erect and I instinctively began to suck on them, like a baby at his 's breasts.

Gail moaned in pleasure as she stripped off her top and then slid her skirt off, revealing her sexy panties which were visibly wet.

While I continued to nurse on her breasts and nibble on her hard nipples, she placed my hand on her crotch. I rubbed her pussy through her panties and she moaned loudly as I slid my fingers under her soaking wet panties and touched her smooth cunt.

Gail stood up, pulled her panties off and then stepped up on the couch, her dripping wet pussy now inches from my face. She began to grind her cunt against my mouth and my tongue instinctively began to lick her swollen clit and push into her sweet-tasting cunt hole.

We were lost in the moment as I continued to pleasure her cunt; her hands on the back of my head pushing my mouth into her dripping pussy. Suddenly her whole body became tense and she let out a loud scream and began to shake as her pussy spasmed in an intense climax and her juices splattered all over my face.

My cock remained rock hard and my boy juices dripped from the aching piss split. We both knew there where this was going, but it was Gail who lowered her moist cunt on to my pole -- my best friend's mom was riding my cock!

Slowly she took every inch of my long, hard prick and then she rose up and teased the head of my cock with her pussy lips.

'Please, stop or I'm going to .'

'It's okay, sweet boy, you need to empty your balls...I want to you do that.'

That was all I needed to here -- I knew I couldn't last so I quickly rolled her over onto her back and spread her long legs wide. For a split second I paused and looked in her eyes. She didn't say a word but her look told me it was okay and I slid my long cock inside her waiting cunt. Damn, it felt good as I buried my prick balls-deep inside her warm, wet pussy. Slowly I pulled it out, leaving just the tip inside; her lips squeezing my swollen head as I fucked her with short strokes.

A few more short strokes and then I pushed in deep -- back out and then back in deep again. My balls pulled up tight and my back arched as I pushed in deeper and my cock still until it began to twitch violently -- it felt as if my orgasm was on hold but then a powerful blast of my boy-juice erupted into her waiting pussy. Gail held me tight as I pumped load after load of my gizz into her cunt, so much that it flowed out and began to drip on my balls.

I was exhausted as I collapsed on her and my body began to relax. We rolled onto our side, my cock still inside as Gail softly kissed me...'that was incredible, sweet boy'.

I rested my head on her breasts and let her gently caress me until my softening cock slipped out. My gushed out of her pussy and Gail spread her legs and lowered my head to her dripping cunt. 'Are you going to clean up your mess?"

I gently licked up my from her pussy, tasting the sweet mix of my own spunk and her cunt-juice. As I worked to clean up every drop, Gail quickly became aroused again, so I flicked my tongue furiously on her clit and she quickly reached another climax; her juice squirting all over my face once again.

I looked up at her and smiled as she said, 'It looks like you need to be washed again'.

I smiled back: 'Isn't that what got us into trouble in the first place'!