Mom at the Roxy

I was no longer a clean-cut, blue-eyed blond. I was now a more rugged looking guy with dark brown hair and brown eyes. The wig, moustache, razor stubble - it all worked perfectly together. And the baggy cotton slacks, which I rarely wore, completed the disguise beautifully.

I said a silent prayer of thanks that our director bought good stuff. A cheap wig and moustache wouldn't have worked at all, but the costuming that we used was professional-grade.

At last, I was ready. I closed and locked the wardrobe room and left for another night at the Roxy.

Unfortunately, it was a slow night, and I left after a couple of hours of sheer frustration. There was a fat couple up in the front row, but they were quickly surrounded by too many onlookers for me to find a closer spot. Besides, they weren't exactly attractive. Even the movie was shitty.

Not that there weren't any "opportunities" to get off though. At one point during the evening, while I was idly stroking my semi-erect cock, an older guy in a business suit approached me. He sat two seats away, promptly pulled out his dick and began masturbating.

I could see out of the corner of my eye that he frequently looked in my direction. Finally, he leaned closer to me and whispered, "Hey buddy, want me to help you get off?"

I glanced his way, and watched as he licked his lips, all the while shaking his short, but thick, cock.

Not a bad looking guy, but I still couldn't bring myself to do that.

"No. Sorry," I mumbled. "I was just getting ready to leave." And with that, I tucked my cock into my slacks, and left the theater.

I reflected on the visit on the way back to the campus. I was pretty disappointed with the Roxy tonight. No couples, no decent action - getting made-up had been a waste of time. At least the makeup seemed to be working, I thought. I apparently didn't look like a weirdo, or that guy would never have propositioned me. I vowed to try again the following weekend.

And so I was back in the theater, in disguise, the following Saturday night. The place was hopping - when I got there, there was a knot of about six to eight people huddled together near the middle of the theater, a sure sign of some hot action. A few of them looked toward me as I walked in to make sure I wasn't a cop, then went right back to their activity. I watched them from the back of the theater for a while. I could see a longhaired blond kneeling in her seat as she sucked off some lucky stud sprawled in the seat next to her. Another man had her ass cheeks spread open as he licked her ass. The rest of the small group was watching and masturbating.

I considered joining them for awhile, then decided to take a seat in the back row of the theater. I wanted to know if Hank and my Mother walked in, something I might not be able to do if I sat in front.

Despite the fact that I was sitting in the back, I had a pretty good view of the action. The blond was obviously enjoying the attention - I could hear her soft moans of pleasure during the quieter scenes in the movie, along with the licking and suctioning sounds of her tongue on the guy's prick. I unzipped my slacks, pulled out my hard-on, and alternated between watching the movie and the live orgy.

Man, they were hot! The man who had been licking her ass soon stood up behind her, dropped his pants and underwear to his ankles, and pressed his erection into her. I was amazed - I had seen people fucking before in the theater but never quite so openly. I picked up the pace of my fist as I jacked myself off.

"Looks like they're having fun, doesn't it?" My God, that was a familiar voice! I looked up to my right, and there standing at the seat beside me, and looking down at me, was my Mother, with Hank in tow right behind her. I hadn't heard anyone come in, and now here they were! And about to sit down next to me! Oh fuck.

I was paralyzed in my seat, and I'm sure my face went white. My heart raced furiously, and a cold sweat broke out on my brow. I wanted to bolt from the theater, but I was frozen in place. Here I was, jacking off in front of my Mother!

What to do, what to do? Now she's sitting down next to me! Fuck, fuck, FUCK!

'But wait, she doesn't know it's me,' I thought, my mind racing furiously. Relax Troy, dammit!

I realized that she was waiting for me to respond to her question, but I couldn't even remember what she asked. In any case, I don't think I could have spoken.

She waited momentarily for an answer, but when it was obvious that none was forthcoming, she shrugged and said, "Well, it seems like the cat's got your tongue. That's okay. I'm going to take a seat if it's okay with you."

"Uh, sure," I finally managed to croak. I quickly realized that I'd better not talk too much, or she would recognize me for sure. Damn, this was one eventuality I hadn't considered. But how was I supposed to?

I watched, mortified, as she settled in to the seat next to me. Her eyes flickered toward my crotch, where my fist, now white and sweaty, was tightly clenched around my erect prick. Her lips curled in amusement. "Looks like you're having a good time too," she said slyly. "But you must be lonely back here by yourself. Hank here," she paused as Hank waved by way of introduction, then continued, "Hank and I thought you might need some company. Hope you don't mind. I'm Joan by the way."

I had to respond somehow, but I'd have to disguise my voice - should be no problem with my theatrical training. I searched my mental catalogue of voice coaching I'd received, and decided I'd speak in a low voice with a slight drawl, something that was easy to do.

"Uh, not at all Joan," I said in my new low voice. "Nice to meet you." I was relieved that I was able to speak, even though my voice was a bit shaky with nerves.

Hank and my Mom settled in to watch the movie, and the erotic display by our fellow moviegoers down front. They began whispering to each other, and I was relieved that they appeared to be ignoring me. Time to make an escape out of this awful situation.

My cock was softening, thank God, and I began tucking it back into my pants. But my Mom had other ideas. Out of the corner of my eye, I saw her head turn toward me.

"Oh, don't go," she whispered. "We didn't mean to scare you away! Sit here with us for awhile." Her voice became soft and conspiratorial as she looked into my eyes. Thank God for the darkened theater! "Maybe we could have some fun," she said huskily.

And with that, she reached over and began to softly rub my crotch, all the while looking at me pointedly. I closed by eyes in sheer terror. This was going all wrong! I silently cursed myself for being so stupid as to allow this to happen. 'If I just get up and run right now,' I thought, 'I can put this behind me and never think about it again. No one will ever know.'

But I couldn't move. Down in the prehistoric depths of my brain, raw hormones had taken over my horny, wired body. My cock responded to her gentle touch, and I was utterly helpless, overpowered by the sensations in my groin. Encouraged by my response, Mom unzipped my fly and gently pulled my erection into the open.

"Ooh," she whispered. "No underwear. I like that."

My mind raced. I couldn't let this continue. But I knew that I was powerless to prevent it. My emotions were reeling with thoughts of love for her, like a son should love a Mother, versus the sexual thoughts I had about her a few weeks before. Ultimately, though, the sexual feelings won out, and I told myself that I would just let it happen, and that would be that. I could just watch to see what happens, maybe get a voyeuristic thrill, and then leave. Eventually, I'd forget about it, and my Mom, and no one else, needed to know.

My prick grew to full size in her soft hand. "There, that's better," she whispered. "You have a nice cock."

I closed my eyes briefly, desperately wanting not to look. But I couldn't resist - I quickly opened them again to watch her play with my erection. Her fingers were warm and soft, and she touched me with a feathery stroke, first around the head, then lower down the shaft, and then up again. My cock was turning deep red and was pulsing in sync with my heartbeat.

Hank was not idle through all this. His excitement quickly grew as he watched his partner play with a "stranger's" erection. His right hand was soon wandering up and down her tanned legs, gradually pushing her black leather skirt up her bare thighs. She spread her legs slightly to allow him freer access.

Mom and I were not being ignored by the other theater patrons either. Like circling vultures, first one, then two, approached us. One sat down a few seats to my left, and one brave soul sat in the seat directly in front of my Mother. He was a big black guy with a shaved head and a diamond stud glinting in his earlobe. He was half-turned in his seat. His eyes darted back and forth from my cock to my Mother's legs. I could see over the seatback in front of me that he had his own cock out of his pants, and he was stroking it up and down as he watched the view with a look of raw lust on his face. His head dipped a little lower in an effort to see up my Mother's skirt. It was almost comical, but I knew that I had been in that same situation many times before.

My Mother seemed more than happy to accommodate his wandering eyes. She tried to open her legs further, but the skirt was too tight - she could only get her knees about a foot apart. Hank whispered something in her ear. She nodded and scooted her hips up off the seat. I gasped as she and Hank, working together, tugged the tight skirt all the way up her legs, and over her hips, all the way up to her waist. My eyes boggled out of my head - she wasn't wearing underwear! I knew I shouldn't look, but I couldn't help it.

She settled back onto her seat and spread her legs wider. My cock jerked with lust at the sight. Her dark curly pubic hair was fully exposed, although only partially discernible in the shadows of the darkened theater. The black guy smiled appreciatively - apparently he could see enough, and imagine the rest. "Oh yeah, baby," he said admiringly. "That's a beautiful pussy."

Hank said to him, "You can touch it if you want. She'd like that, wouldn't you honey?"

"Mmm hmm," my Mom murmured. Her hand continued to massage my erection.

The man turned completely around in his seat, and tentatively reached out to stroke my Mother's slim leg. There was no protest, and he became bolder. His long, dark fingers danced lightly up her smooth thigh. Hank, meanwhile, lightly stroked her other thigh. I could imagine, if not see, goose bumps forming there, and her legs trembled with the dual sensation.

The black guy glanced at Hank, and an unspoken go-ahead was given. He continued working up my Mother's creamy thigh, until he reached her dark pubic mound. He began to rub delicately, stroking his fingers through her fur. She shivered with obvious excitement. Maybe I imagined it, but I thought I could smell her excitement too. I faintly detected a whiff of musky aroma emanating from her aroused pussy, competing with her delicately scented perfume.

Mom's legs were now splayed open in invitation, as the man continued his groping exploration. Hank pulled his own hand away, and began snaking it up the outside of her blouse. He cupped my Mother's right breast in his hand and began gently squeezing and massaging her tit. I watched, fascinated, as her nipple hardened and strained against her blouse. She moaned with pleasure, and he pushed the blouse up over her breasts. She was braless, and her glorious tits were exposed to my wide eyes, mere inches from my arm.

The sight fascinated me. They were tanned and full, soft and yielding in Hank's strong hand. Just as I expected, the pink nipples were stiff and unusually long.

My own hands were idle, but Mom corrected the situation. She momentarily released my prick, reached for my hand, and pulled it to her left breast. My heart raced, and my mouth was dry as I began to timidly massage her tit with the flat of my hand. I could feel the pink nipple responding to my touch, and it grew and poked against my palm.

"Ooh, that feels good," she murmured, but whether she was talking to Hank, the black guy, or me I couldn't say.

Hank whispered softly in her ear. I couldn't hear, but she responded with uncertainty - "I do if you do. Both of them?"

I saw Hank nod in agreement, and soon Mom turned to me and said "Meet us in room four in five minutes."

I didn't know what she was talking about. "Room four?" I asked quizzically.

She nodded. "Uh-huh. We'll have a good time." She winked at me, then leaned forward to offer the same invitation to the black guy. He grinned and nodded eagerly.

Then I remembered something a fellow patron had told me a few weeks ago, about joining a couple in a private room down the hall.

Oh, no! My mind raced. This was getting way out of hand. I needed to leave before it was too late.

I was about to protest, but before I knew it, Mom tugged her skirt over her hips, pulled her blouse down to cover her breasts, and stood with Hank. Before I had a chance to say anything, they walked up the aisle and ducked through the back door of the theater.

"Shit," I muttered.

The black guy looked at me as if I was crazy. "What are you talking about?" he scolded me. "Are you saying you don't want to go to their room? That is one hot bitch."

I didn't know how to respond, so I shrugged.

He grinned. "You shy, or what? She invited us to go and fuck her! Don't be a dumbass. C'mon man - to room four we go!" And with that he stood up, at the same time tucking his enormous prick back into his open fly. He didn't immediately leave though - he kept standing there and looking down at me with that horny grin on his face.

I just sat there in a daze, absent-mindedly stroking my fake mustache. I knew I needed to leave the theater, right now! I couldn't go to the private room! This had gone far enough. I gazed toward the front of the theater. The little knot of people had dispersed, and suddenly the theater seemed quite empty.

He was still looking at me. "Let's go my man, before they change their mind and leave us out in the cold." He laughed and pointed at my crotch. "Your cock's gonna explode if you don't get some sweet cunt, and fast."

Finally, with my mind in a fog, I tucked in my erection and stood up uncertainly. The black guy laughed again. "That's my man!" He slapped me on the shoulder and we left the dark theater together, in search of room four. I tried not to think about what I was about to do.

_________

I let him lead me down the hall, our feet treading lightly on the cheap carpeting, toward the back of the building. We passed several closed doors, each with a number drawn on with a black marker. Past rooms one, two and three we walked, until we halted in front of room four.

"Hey dude, what's your name anyway?" he asked.

"Uh, Tro...Trent." I picked the first name I could think of.

"Well, good to meet you Trent. I'm Carl." He laughed again. Since I'd first laid eyes on him in the theater, the grin hadn't left his face. "Let's go get some pussy."

I nervously licked my dry lips as Carl gently rapped on the door. Almost immediately, the door cracked open about an inch, and Hank peered out at us. A broad grin spread across his face and he motioned Carl and me into the room.

I stepped in behind Carl and stopped to get my bearings. The first thing I noticed was the smell - a combination of cigarette smoke, sweat, and something else - cum maybe? Nothing unusual about the funky aroma really - the place was used for sex and nothing more. The room was dark, except for the glow from a 27-inch television resting on a cheap end table in the corner. A porn video was playing, and cries of passion were emanating from the tinny speaker.

In addition to the television, the place was furnished with a non-matching tattered couch and a love seat, set along two adjacent walls. My eyes further adjusted to the semi-darkness and I saw that sitting on the couch was a completely nude woman - my Mother.

Hank was saying something - his voice registered in my brain in mid-sentence - "...no rough stuff gentlemen. We're here to have fun, same as you. Respect the lady's limits and we'll get along just fine."

I looked at Hank, his muscular body silhouetted in the glow from the television. He too was naked, his cock semi-erect as he continued. "So take off your clothes and have fun."

He locked the door, then walked over to the love seat and sat down, watching us. "Maybe to begin, you could join her on the couch," he said.

I became aware of Carl rapidly stripping his clothes off. I watched, fascinated, as his huge black dick (nine inches long according to my mental measurement) sprang free. In a daze, I followed suit, and tossed my shoes, pants, and shirt in a pile at the end of the couch.

My Mom patted the couch on each side of her. "C'mon boys," she said seductively.

Carl sat to her left, and I joined them on her right. She immediately grabbed an erect cock in each hand and began stroking us.

I was in a daze as I leaned back into the soft cushions of the tattered sofa. For the second time that night, my Mother was masturbating me.

I could see her much more clearly than I could in the gloom of the theater. Her body had a slight, uniform tan, and was just as firm and shapely as I had fantasized. Her breasts were full, not overly large. The pointy nipples jutted out proudly. Her legs were spread ever so slightly, and her naked thigh was pressed against mine. Her pubic hair was shaved into a square that disappeared into the dark mysterious place between her legs.

Her body had not totally escaped the inevitable march of middle age. She was certainly no hardbody, like Angie. The breasts sagged slightly, and her thighs and stomach revealed the slightest hint of infirmity. But the total package was one of well-maintained maturity.

I gazed again at her pretty tits, swaying slightly as she massaged our cocks. I looked past them to Carl's big cock, standing long and proud, half hidden in Mom's pumping fist.

Hank was splayed in the love seat along the far wall, beyond Carl. His own cock, also larger than mine I noted ruefully, was hugely erect, and he stroked it idly as he watched my Mother administer to her two consorts. He occasionally looked at me, which made my heart race nervously, and I self-consciously touched the hairpiece and moustache to make sure everything was still in adjustment. Despite the harsh glow from the television, I knew there was no way he could recognize me. Nevertheless, I vowed to try to keep my face averted as much as possible.

"You two have such hard, lovely pricks," murmured my Mother. "Looks like I got lucky tonight. But maybe I can make them even bigger." And with that, she bent toward my lap and touched the tip of her tongue, ever so lightly, to the velvety head of my swollen cock. My whole body twitched involuntarily and she giggled devilishly.

"Hey, hey, what about me?" protested Carl good-naturedly.

"Don't worry, I'll be back," she assured him. "In the meantime, maybe you can occupy your hands."

Carl needed no further invitation, and he began caressing her flared hips and slim legs, watching enviously as my Mother licked up and down my swollen prick.

Her tongue danced up and down my shaft, occasionally dipping down to lick my hairy balls, which trembled at her touch. She teased me like this for several minutes, my cock twitching helplessly against her tickling tongue. Then, without warning, she took half of my cock into her warm mouth in one smooth motion. I nearly came on the spot, but she seemed to sense this - she reduced the pressure of her red lips on my aching cock, and the moment passed.

I tentatively stroked her soft brown hair, pulling the long strands away from her pretty face as she continued applying a gentle suction. Her eyes had a dreamy, far-away look, and a slight smile danced on her lips, even as she sucked my hard cock. Her expression was unmistakable - she was enjoying this. It was obvious to me that this was nothing new to her.