Not Quite Sleeping

She didn't go straight for my cock this time but straddled me and sat on my stomach facing me. It was an amazing sight. Mom's thighs sat to my sides and her wet pussy slowly rocked back and forth on my stomach.

"I know I shouldn't do this baby, but it's so hard not to get tempted." She continued grinding lightly on my stomach and put one of her hands behind her back to grab my dick. "You keep showing this off don't you? Your hot fucking cock. Your old mom hasn't gotten any in ages you know..." She started rubbing me and then backed up so my cock ran up her butt cheeks. I'd always admired her bubble butt and now I finally got to experience it first hand. She backed up more and pushed me in between her cheeks, then rocked slowly back and forth while holding me there. I could feel her warm skin and even some of the wetness of her pussy on my cock as she jerked me off like that. She rocked and purred appreciatively at the feeling of my dick being lodged between, and rubbing against, her ass. I had to force myself not to groan too loudly or shout at the intense pleasure of it.

Mom had almost brought me to orgasm when she suddenly let go and moved forward to sit on my chest. "Mhh..." She sighed. "That feels so good Son. I've been thinking about that the whole day." She adjusted herself and even though I couldn't see that high I felt her eyes gazing down at me. "You're so handsome Son. You look a lot like your father... Just," she giggled, "just much bigger."

"There is something else I've been thinking about..." She hesitated. "Is that too far? I really shouldn't. He's my son but... Fuck!" She cursed and mumbled to herself. Was she going to stop? I sure hoped not.

"Okay." She suddenly seemed determined again. She lifted herself of my chest and backed up. She took my shoulders and, with a grunt, pushed me towards her so I slid down the bed. Then she took my pillow and put it back under my head. Only, she had turned it sideways so I only had the short side to rest my head on. I was getting really confused as to what she was doing.

She pushed herself up again and just as I thought she was going to get off me she instead moved forward on her knees until she stood right over my head. Before I could react mom lowered herself right on top of me, matching up her pussy with my mouth and sitting down.

She leaned forward a bit and ground her pussy into my face in slow forceful movements. It was the hottest thing I'd ever experienced. She still smelled of the soap from her shower. She was wet, and as mom's pussy spread out over my mouth her juices drenched my face.

"Aahh!" Mom let out a relieved moan and tightened her thighs around the sides of my head. "Fuck Son. Oh fuck! I'm so bad. Don't wake up baby. Mmm..." She moved her hips and ground herself against my lips.

"Jesus, this is so hot." She exclaimed. I agreed. This was great. I just wished I could do more. I could taste her now. She tasted much better than I would have thought. I felt the urge to lap up her juices and explore her with my tongue.

So I decided to act. I slowly started to move my mouth and stuck my tongue out just a bit. That sent a jolt through mom and she almost threw herself of me.

"Shit! Shitshitshit!" She stood on her knees and watched me, a look of terror on her face. I kept slowly moving my mouth and licking the air, grumbling like I was dreaming. Luckily she bought it.

"Jesus Christ... you're dreaming? Holy shit, I thought..." She took a second to catch her breath. Then she reached out towards my face, stroked it and prodded my mouth with her finger. I played along, groaning at the touch, licking and sucking her finger. She moved her hand back.

"No way." Was all she said.

Then she slowly advanced forward. It seemed my gamble had paid off. Even if I had scared her a bit she was not about to give up getting her pussy eaten by her apparently dreaming son. Mom resumed her position, leaning against the wall at the head of the bed and pushing her pussy back down on my face. This time I licked. I started carefully, with mechanical movements at first and then slowly picking up the pace. She responded by grinding back at me and moaning in beat with my licking.

"Fuck yes Son. Eat me... Eat mommy's pussy baby!" She groaned and tightened her grip on my face again. I felt her hand grab my hair and forcefully push me up while she sat herself down even harder down on my face. It was getting difficult to breathe as she worked herself on me, obviously getting close to orgasm. Before long she was smothering me in her pussy, grinding like a woman possessed.

She pulled my hair and pushed me up even harder against her pussy, like she was trying to push my whole head inside. Her legs pressed painfully against the sides of my face as she came hard. She screamed in ecstasy as her cum flowed down my mouth and all over my cheeks. It was intense. I had no idea how she expected anyone to stay asleep during that.

"Uuuhhngg fuck!" She groaned before working her pussy over me a few last times. She leaned back and lay her naked body down on me. She was breathing fast, exhausted from what had just happened.

"I can't believe I did that. I can't believe I actually did that." She sighed with pleasure. "And he doesn't wake up. I could... I mean it's not like he's going to know. I'll just be helping him have better dreams, sort of..." She got off me and stood up beside the bed.

"Hmm..." Mom touched my face to find it covered in her juices. "That's not good." She thought for a moment and then smiled to herself. "Well, I better clean it up then." She climbed up on the bed again, leaning over me, and moved her mouth down towards mine. She put her tongue out and started lapping at me, in long strokes, effectively licking up all the evidence of her riding my face. She cleaned me methodically, getting all of it off, swallowing in between strokes and making my cock pulse in pace with her licking. After she finished she stuck her tongue in my mouth and kissed me deeply. I responded and our tongues played in my mouth in a long, wet kiss.

Luckily she hadn't forgotten about my "little problem" either. She backed up on me and grabbed my cock, admiring it. "Mmm... just one perverted fantasy left for mommy, Son. I might as well." She placed my cock head just at her opening and pushed down. It was a mind blowing experience to feel my dick slide inside mom's wet cunt. Her walls seemed to hug and massage my cock as it explored deeper inside her. She bottomed out with another pleased moan, my whole dick enveloped by her pussy.

"Oh Son! God, that feels sooo good." I was already fighting hard not to cum when she started moving. She thrust herself up and down hard on my cock. Her firm tits bounced hypnotically as she moved. I couldn't believe I was inside my own mother. I somehow managed to hold out for a few minutes before I came. I thrust my cock as far in as it could go and shot streams of my cum into mom's pussy. It responded by hugging my cock tightly and forcing every drop of semen I had out inside her. Mom was getting close to orgasm again and kept fucking my drained cock for a moment before she came hard and collapsed on top of me with a cry of pleasure.

We both lay there for a while, almost in an embrace, while our pulses settled. Her tits resting against my chest and her warm quick breath on my ear.

Mom got up, slid my cock out of her and stood beside the bed. She watched me a while before she pulled up my boxers and replaced everything as it had been. Then she kissed me on the mouth and whispered, "Thanks Son. I needed that."

As she walked out of my room holding her clothes I got one last look at her perfect naked body. Her nice round ass, messy hair and what I supposed was my cum running down her amazing legs. I smiled, because I knew now this wouldn't be the last time.