Mother's Friend Ch. 03

Ron stared in shock as the two women's kiss became more and more heated. He looked over at Sandy and detected the same shocked look in her eyes that he felt so he assumed that she didn't know anything about this. He returned his stare to the two women downstairs and held his breath in surprise when he saw their mouths open and their tongues start to dance back and forth together.

He couldn't believe what he was seeing or how it affected him. He was becoming wildly excited despite the fact that one of the women downstairs was his mom. He looked over at Sandy and saw her staring intensely with a glint of lust in her eyes suggesting she also enjoyed what she was seeing.

Pam and Nancy continued their kiss for many more long minutes as they began to gently caress each other. Their position at the top of the stairs provided the perfect vantage point for watching the couple below and kept them well concealed so there was little risk of being seen.

With Ron and Sandy eagerly staring, Pam and Nancy's embrace became even more heated. Nancy was now leaning back against the arm of the couch while Pam slowly ran her hands over her shoulders and up and down her arms. Pam then slipped her hands down Nancy's sides and caressed her stomach briefly before letting her hands slip upwards and cup Nancy's breasts.

Ron heard a heavy sigh of excitement and looked over to see Sandy watching the pair below excitedly. As Pam continued massaging Nancy's tits it was clear to Ron that Sandy was becoming more and more excited. At first Sandy's nipples were visible under her top, but soon they stood out in very prominent points.

Ron didn't know who to watch so he looked back and forth from the couple below to Sandy next to him. He found Sandy's growing excitement very arousing and was especially turned on by the fact that Sandy appeared to have no problem getting aroused watching her mom have sex.

Pam had just finished pulling Nancy's top up over her head when Ron glanced back toward Sandy. She had started to let her fingers lightly rub her tits through her top and currently her fingers were making lazy circles around the hard points of her nipples.

A lusty groan from downstairs drew Ron's attention and he was greeted with the vision of Pam greedily sucking on his mom's tits. Nancy was leaning back even farther with her eyes closed tightly as Pam alternated sucking her tits. Ron couldn't believe how hot his mom looked. He had seen her hundreds of times wearing only her pajamas or her robe with nothing underneath, but he never would have guessed her tits would be so sexy naked. They weren't overly large but they had a very appealing shape. Her nipples soon became hard as Pam lustily swirled her tongue and lips across her lover's tits.

Watching his mom and Pam together downstairs now it was clear to Ron that they were experienced with each other. They each moved in a comfortable, confident sort of way that let Ron know that they both were relaxed and confident together. The very idea of Pam and his mom as lovers sent a tingle down his spine.

He pulled his attention away from the couple below just long enough to see that Sandy had her hand slipped up inside her top and was continuing to massage her own tits. Sandy was so focused on watching her mom and Nancy downstairs that she seemed to take no notice of Ron watching her.

Another loud groan pulled Ron's focus back downstairs. Now it was Pam who leaned back and Nancy had already stripped off her top and bra. The groan Pam had made was caused by Nancy's hands teasing and massaging her tits. "My mom is a fucking lesbian!" Ron excitedly thought to himself as she continued teasing Pam's tits until Pam was groaning repeatedly.

Nancy continued playing with Pam's tits with her fingers and mouth for many more long minutes until they both stood up together. At first Ron panicked because he was sure they were coming upstairs and would catch he and Sandy watching. Instead they began to hurriedly strip each other's clothes off until they stood completely naked gazing lustily at each other. They embraced with a wild kiss and Ron watched their tits press together.

Nancy guided Pam back to the couch and Pam sat with her legs spread wide. Nancy dropped to her knees on the floor and immediately lowered her mouth to Pam's waiting pussy. Pam groaned lustfully as Nancy began licking and sucking at her pussy. Nancy continued for several long moments before she pulled her head away slightly and moved her hand up to Pam's pussy. Nancy knit two of her fingers together and slowly worked them inside Pam's pussy. Pam again let out a long groan as Nancy started fucking her with her fingers.

"Imagine this is Ron's hard cock fucking you," Nancy whispered. Pam immediately let out a lusty groan that seemed to only encourage Nancy. "I'm sure he'd love to fuck your wet pussy. He wants to fuck you until you cum and then keep fucking you until you beg him to fill you with his hot cum."

Ron's jaw dropped open as he listened and watched. His mom and her lesbian lover were talking dirty about him while they fucked! Ron's already rock hard cock tingled with excitement and began to practically throb inside his boxers.

Nancy had continued talking about Ron fucking Pam as Pam was now clearly on the verge of her orgasm. When Ron focused again on hearing what was being said he heard his mom say, "Maybe Ron has a big cock and it would stretch your pussy wide as he fucked you." He watched in horny amazement as Nancy pulled her fingers out of Pam's pussy and then slowly reinserted three and then four fingers into Pam.

The extra size in her pussy was driving Pam wild as Nancy worked her fingers back and forth and talked about how Ron's cock would feel inside Pam. "Oh fucking yes!" Pam cried out as she started to shake from the power of her orgasm. Nancy continued her finger fuck all through Pam's orgasm and only let her soaking wet fingers slip out once Pam had clearly finished cumming.

As Pam, Sandy, and Ron all watched excitedly Nancy brought her fingers up to her mouth and made a show of luridly licking Pam's juices off of them. When she finished Pam practically pounced on her and pushed her back onto the floor. Ron couldn't see them as well in this position as they were blocked by one of the other chairs so he and Sandy both shifted positions to be able to see the their moms downstairs.

Ron tried to move quickly but was careful to be quiet and to try and stay as out of sight as possible so they wouldn't get busted. Nancy was now groaning loudly and repeatedly as whatever Pam was doing to her was clearly being well appreciated.

When Ron finally moved enough to be able to see them again he saw that Pam's head was buried between his mom's spread thighs and that his mom was lying flat on her back. Pam was making little sucking and slurping noises that only made what she was doing seem all the more hot to Ron.

Pam raised her head slightly from Nancy's pussy and softly said, "So you think my Sandy's hot, huh? Well, I bet Ron wasn't the only one that used to stare at her little cheerleading outfits. I bet you used to stare and think about feeling her tits or tasting her pussy. Didn't you?"

Ron practically held his breath as he waited his mom's answer. Nancy didn't say anything at first so Pam continued to lick and suck at her before she continued talking. "I bet you wish this was Sandy sucking you right now. You've just finished sucking her clit and now she is between your legs tasting your wet, hot pussy. Do you want that?"

This time there was no pause and Nancy groaned, "Yes."

"Imagine this is her sucking your pussy and licking your clit. Close your eyes and feel her tongue and lips on you." Nancy closed her eyes and let her head roll back slightly as Pam returned to her pussy and resumed teasing it with her tongue and lips.

It didn't take long for Nancy to gasp, "Oh God!" She started her own orgasm and bucked her hips up into Pam's mouth and face as Pam continued teasing her. Nancy's orgasm lasted a long while and Ron watched excitedly as Pam coaxed her along through her orgasm and then finally moved away from Nancy's pussy several minutes after Nancy finished cumming.

Pam fell into Nancy's arms and they kissed and hugged a few times. "Let's move upstairs where it is more comfortable," Pam said.

As Nancy and Pam got up Ron and Sandy scrambled back to Sandy's room and shut the door as they heard the two older, naked women climbing the stairs. Luckily, Pam and Nancy walked straight by and went into Pam's room down the hall. Ron stared at Sandy and could immediately tell watching the two women had affected her almost as much as him. Her nipples were still poking prominently out of her top and she had unbuttoned her pants so she had an easier time rubbing her pussy. She looked back at Ron with a look of utter lust and wanting in her eyes and whispered, "Let's get the hell out of here."

She and Ron quickly snuck downstairs and out the back of the house. Ron couldn't believe his luck at having just witnessed that and not being caught. They jumped into his car and Sandy almost immediately began rubbing his still hard cock. He quickly drove away as Sandy tried to unzip his jeans to get to his cock.

Sandy probably would have fucked him while he drove if he hadn't found the quiet side street on which to park. The houses on the street were mostly dark but there was no guarantee they wouldn't get caught by a nosey homeowner or a passer by. By this time Ron didn't care as his own excitement and Sandy's obvious eagerness to fuck convinced him to take the risk.

The car had barely stopped before she pulled him into her and began roughly exploring his mouth with her tongue. What followed was an almost animal exchange between the two lovers. There was nothing soft and tender about this fuck as they wildly tore each other's clothes off and fucked each other hard and fast until they were both screaming out in a wild orgasm. Ron couldn't believe how wet Sandy's pussy already had been when he entered her and loved thinking that watching two women got her that excited.

Their fuck only lasted a few minutes before they each came hard. Both had been so excited and had cum so hard that they fell into each other's arms completely exhausted when they were finished. They sat like that for several minutes until the chill of the night air started to seep into the car causing them to get dressed again.

They went out for some drinks before going back to Sandy's place to give Pam and Nancy time to finish up. Over their second round Sandy asked, "Can you believe that?"

Ron knew exactly what she meant and just shook his head. He really didn't know what to say or where to start.

"Can you believe they talked about us?" Sandy asked. "That was so fucking hot to know that your mom was thinking about me doing her." She then gave Ron a wicked smile and added, "Of course, my mom didn't have to imagine too hard what your cock would feel like."

"Did you like seeing them together?" Ron asked even though her wet pussy earlier had already given him the answer.

"Yes," Sandy simply replied.

"Have you ever been with another woman?" Ron asked.

"Sort of," she replied. "Once Amy and I tried kissing and feeling each other's boobs." Ron's cock tingled at the thought as he knew Amy from high school. She had been an average looking girl on the gymnastics team with Sandy. Sandy continued, "We tried it once to see what it was like but it felt weird and forced and we never did it again."

Ron sensed something in Sandy that made him continue to pry. "After tonight do you think you might be interested in trying it again?"

Sandy smiled playfully and quickly shot back, "Why? So you can watch?"

"Sure," Ron replied through a laugh. "What guy wouldn't want that?" After a pause he added, "So, would you?"

Sandy pretended to be in deep thought for a moment before she made eye contact with Ron and answered. "Anything is possible."

"Fair enough," Ron replied as they settled their tab with the waitress and then started the drive back to Sandy's house. They searched for signs of Nancy but the house looked dark and quiet. With one last kiss Sandy said goodnight and went inside.

Ron drove home reviewing all he had seen and done that night. When he got home he found his mom just stepping out of the bathroom after having just taken a shower. "You're out late," she said warmly with a smile.

"I could say the same to you," he answered.

"Fair enough," she said, "I guess I won't pry into what kept you out if you do to the same for me."

"Deal," Ron answered as he wickedly thought to himself that he already knew what had kept her out late. He took his mom's place in the bathroom and took a quick shower. When he got out she was already asleep so he got in bed and slept late into the next morning.