What's a MILF? Pt. 11

Sue was losing control with the intense stimulation being administered by the pale redhead and reached down and jammed her fingers into her sopping twat. "Yes! God, Stacy, that feels so fucking good. I need Jeff's cock now!" She panted.

Stacy rolled off the writhing woman and signaled for Jeff to climb on. As the boy straddled the blonde's chest, Stacy began licking and sucking his cock getting it nice and slick. She then released her son's curved cock and grinned at him. "Ok, this is what you've been thinking about, isn't it?" She knelt back and watched as Jeff leaned forward and pressed his cock against those soft mounds and began humping Sue's chest as she pushed her tits together. Stacy had a pang of envy that she couldn't experience what that must feel like looking at the pleasure on her boy's face.

She looked over at Bill who was standing stroking his cock. "You want something, honey?" A nice pussy, perhaps?" She asked, sticking her finger between Sue's wet lips. Or something else?" She said, seeing Bill staring at her nude form. She got off the bed and walked over to Bill. Dropping to her knees she gripped his hard cock with both hands and looked up at the tall boy. "Very nice. So hard. Do you want to cum in my mouth, my pussy?" She asked looking up at the eager boy.

Bill stared down at the stunning redhead, naked, eagerly looking up at him, holding his cock in both her hands. Nodding, he reached down and tenderly stroked her cheek, feeling how soft her skin felt and guided her mouth towards his aching erection. Locking eyes with her, he felt a rush as she leaned forward and opening her mouth, sucked on the head of his cock staring into his eyes.

Running her tongue up the shaft and pulling off with a smack, "Ah, you already have something for me to swallow. Nice." She said as she again sucked the head into her mouth. She dropped her right arm down to rub her pussy and allowed Bill to reach down to grab her breast while pumping his cock with her fisted left hand. She sucked on the head and shaft as she pulled it in and out of her mouth. She felt the boy's hand on her head and the other grip her tit harder and he groaned and suddenly shot ropes of cum into her mouth as she milked him dry. Sucking the last drops out of the boy's cock, she swallowed, looking into his eyes. "Feel better? I know how hard it must have been for you all evening." She smiled.

Bill thanked her and lifted her to her feet and wrapped his arms around her and kissed her, then sighed in her ear. "Thanks! God, that felt good. It felt and looked incredible, better than I imagined."

"Glad you liked it, I'm sure Jeff won't mind if I suck your dick when you come over to visit." She said kissing him. They looked over to see Jeff humping Sue's chest holding onto the headboard as Sue pressed her big tits together. "Sweetie, would you like to take care of Sue's nice pussy, or should I?"

Bill grinned, "I was thinking the same thing. I'd love to." Bill kissed Stacy, turned and crawled up onto the bed and put his mouth against Sue's wet pussy and began licking the flowing juices.

Sue groaned feeling her pussy getting the attention it needed. She opened her legs wider letting the tongue have full access to her lips and sensitive clit. As she humped against Bill's face, she leaned forward and let the tip of Jeff's cock slip between her lips as he fucked her soft flesh. She felt Stacy come over and kiss her cheek.

"I'm going to leave you with these two horny boys and go down to Miss South Carolina and your son. I think she might need help with that boy of yours." She leaned forward and kissed the head of her son's cock before padding naked down the stairs.

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She saw Mark on top of Ashley, the woman's legs wrapped around his ass, her arms hugging him close, as he drove aggressively into her pussy. The girl was in the throes of an intense looking orgasm, letting out little yelps as she came. Stacy knelt down and put the blonde's head on her lap.

"Stacy, God! This boy has brought me off four times and still hasn't cum. I need a break. Can you take over?" Ashley panted.

Mark looked at the two naked women and grinned. "Let's all get in the hot tub. I think I want to splash around with two hot babes." He reluctantly pulled out of Ashley and stood up offering her hand. He pulled her to her feet and led her into the tub. Sitting down, he put out his hand helping Stacy in.

Swinging her leg over Mark's lap, she reached down and gripping his still hard cock, lowered herself down onto his cock. "Christ, you're so big. I remember this." As she raised and dropped down more. "God. You really are filling me up."

Ashley sighed, "He is amazing, I've never been so stretched. So, you've fucked him before?"

"Yes, last weekend, remember when Bill came home late? I have to say, Sue and I were sort of the center of attention. Next time we do that, I would love for you to be there. Oh, yes, yessss...he's all the way in. God he feels good." Stacy sighed.

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Sue kept leaning forward trying to catch the head of the beautifully curved cock as it slid between her breasts. She savored the feel of his heavy balls dragging on her stomach and ribs. That, along with her own pinching of her nipples and Bill attacking her pussy with his tongue, his finger hitting her G-spot, already made her explode twice. Jeff was softly moaning with every thrust, leaving a slick smear of cum as he pulled back, and as the juices increased, she knew he was close. She desperately needed his cum in her mouth and finally reached up and grabbing his ass, pulled him into her mouth just as the first huge spurt of cum shot out.

Bill looked up to see his friend humping in and out of Sue's mouth, her hands pulling him in...her throat gulping down the apparently massive amount of seed and felt her arch her back and drive her cunt hard against his mouth clamped to her juicy folds. He found himself swallowing mouthfuls of streaming juices as she writhed and ground herself against his face.

With a gasp, Sue released Jeff's ass cheeks and as the boy flopped onto the bed she reached down and pulled Bill up and guided his rigid cock towards her hungry twat. "God, Bill. You deserve something after that orgasm you gave me. I need you to fuck me. I need your cock inside me. Yessss. Fuck me hard."

Bill groaned as his cock slid between those sopping lips and felt those creamy thighs spread wide so he could bury his cock deep inside her. He pulled back feeling his head clear the warm lips and thrust himself hard into her. Hearing her cry out in pleasure he repeated that over and over, thrilled with the reaction he was getting. He loved seeing her massive tits slosh up and down her chest as he pounded her cunt and wished it could go on forever, but as he felt his balls begin to ache, he tried to slow down. When he started to ease up, Sue grabbed his hips and made him to fuck her harder as she lifted her ass repeatedly and thrust back hard against his pistoning rod and grunted loudly as she spasmed on his cock. This was too much for the poor teen to take and he slammed once more into the slick hole and jetted load after load into her womb. Collapsing onto her chest, he moaned softly and as he lay there panting, leaned over and kissed his friend's mother, letting his tongue play with hers. He pulled away and looked at her, "God, Sue. You're one beautiful woman. So fucking sexy, I think I love you."

Sue giggled at the boy's sincere look and stroked his face. "Honey, I'm sure you do, and when you drive that beautiful cock of yours into the other girls tonight, I'll bet you feel the same way with them. I know, right now though, that Jeff looks like he would like to show me how much he loves me." She said looking over at Jeff's obscenely curved piece of meat jutting off his stomach.

Bill grinned, "Sorry, I could stay here all night, but being taught to share my toys..." He pulled out of that marvelous pussy and rolled off of Sue. He watched as Jeff climbed between the wide open legs and pushed his hard cock against the wet folds of flesh and pushed his cock into the groaning woman. He was amazed how fucking hot it was to see his friend bury his cock into that tight cunt and begin fucking her rhythmically. He shook his head and leaned over and kissed Sue and whispered, I'll leave you two now and see what's happening downstairs. Looking one last time at the sweating pair, he left the room.

Sue immediately felt like she was being shocked as the spongy head pressed hard against her upper cunt walls, spearing her G-spot with every pass. Closing her eyes, she reached up and began pinching and pulling on her tender nipples as she wallowed in every stroke and felt her hips involuntarily jerk up with every pass. Feeling her nipples and the jolts shooting from her twat, she immediately began cumming. She wrapped her legs around the young boy's ass and pulled him deep into her and ground her clit hard against his pubic bone. "Oooohhhhh fffffuuucccccckkkk! Uuhhh, uhhh...yessssss." Groaning, she flopped back and let Jeff go with her legs, "Holy shit, Jeff. That cock of yours is dangerous. You need to cum soon, or fuck me from behind. I'm not sure I can take much more of that." She said as she held onto his hips, pulling him into her.

Jeff pulled out with a soft moan and knelt back as Sue flipped over onto her stomach and opened her legs. "Crap, you have a great ass," he said as he reached out and palmed those creamy cheeks. I wanted you like this when we spied on you sunbathing."

Sue looked back, "Like this?" She asked opening her legs wide.

Groaning, Jeff stroked his cock with one hand while sliding his finger into her sopping cunt, "Yeah. You showed us everything that day, I must have...thought about that a lot."

"You mean jerked off while you thought about that?" Sue said grinning as she torqued her pelvis.

"Yeah, I must have jerked off a dozen times thinking about being right where I am. You are so fucking beautiful." He sighed. He climbed on top of her back and slid his cock back into that tight pussy and moaned with pleasure feeling his cock enveloped by her snug hole.

Feeling him fill her up, she asked, "What do you fantasize about? Just fucking my cunt? Anything else?"

"Uh, uh, yes. Yes, I fuck your pussy and make you cum, then you beg me to fuck your ass and cum inside you." Jeff panted.

"Oh God, that's hot. I want that, I want you to make me cum on that beautiful cock of yours then fuck my ass. I'm yours to do what you want to." Sue groaned while thrusting back against the boy pounding her.

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Mark grabbed Stacy's cheeks and began lifting and dropping that nice pussy onto his cock while nibbling on her tender nipples. Mark felt he was getting close after holding off and thinking this was his second pussy in five minutes knew he couldn't last but wanted Stacy to cum first.

Stacy kept grinding against him, moaning with each time she had him fully inside her. She wanted to feel him from behind, so she pulled off and told Mark to sit on the edge of the tub. When he complied, Stacy climbed up and turning her back to him and lowered herself onto his slick cock. As she humped up and down on the fat cock, she leaned forward feeling his head press against her G-spot. "Oh, yes, yes...don't cum yet. This feels so good, Mark, you have a great cock." She moaned when Mark reached around and grabbed her tits.

Ashley got up and waded over and knelt between Mark's and Stacy's legs. She licked the large balls hanging down and rolled each one across her tongue, marveling at the heft of each. She loved watching up close that large piece of meat disappear into the pink hole, and loved hearing Mark grunt as she gently sucked each ball into her mouth. She moved up and licked his cock as it slid in and out, sampling her friend's juices, until she decided to just taste the source of all that juice. When she licked the protruding clit, she heard Stacy pant rapidly and knew she was going to cum soon.

Mark heard the redhead's impending climax and grabbed a towel and put it over her mouth just as she bucked hard against him and screamed into the towel. Mark pulled hard on her nipples and thrust hard into her cunt as she ground back against him as her screams turned to mewing and panting.

Ashley gave one last lick on the hard clit and went back to sucking on the boy's balls and felt elated when that triggered Mark's explosion into Stacy's twat. She turned to licking all the cum leaking out of the pussy with each thrust until the two lovers collapsed back on the tile, his cock slipping out and into Ashley's waiting mouth. She sucked the shaft clean and swallowed all the combined cum coating the veiny shaft before reluctantly letting it plop out of her mouth. Sitting up and wiping her face, "I figured it would take two of us to make him cum. God, I'm sore down there. That is one fat piece of meat."

Stacy moaned as she felt his cum flowing out of her gaping hole. "I know. I might need to let the other boys have my ass...but then again, I might be a trooper and let them have me however they want. Ashley, I think we are in for a long night."

Bill grinned seeing his mom and Stacy getting fucked by his friend and decided to head down the hall and see that Chris and Elaine were up to. Entering the room, he was greeted with Elaine's incredible ass rapidly bouncing up and down on Chris's cock and seeing this felt his cock harden.

Chris saw Bill enter and grabbed the MILF's ass cheeks and spread them invitingly. He looked up at the beautiful brunette and asked if she was ready for more. Seeing her nod and lean forward, Chris spread her ass cheeks wider.

Bill climbed up on the bed and pressing his cock against her ass, pushed gently until he felt her open up. Hearing her groan with pleasure, he eased himself fully in her ass. Bill buried his face in the luxurious mass of hair and was amazed how tight her ass was. Soon, he and Chris coordinated their fucking and soon had Elaine panting and cooing as she came with two cocks buried inside her.

Elaine was in heaven with her holes stretched out and the heat of two young men's bodies sandwiching her. "God damn, I missed this." She thought. The boys in the frat house next door were great at keeping her holes filled and even though she'd never cheated on her husband before, she often imagined being taken by a group of boys whenever she and Jim made love. Even though Jim is a terrific lover, she always felt like she needed more...more cock, more hole filled. When she came, it was like every nerve in her body lit up and she could feel every pore, every bit of skin pressed against her.

Jeff looked down at Sue passed out and slid out of her ass feeling his balls ache. He pulled the blanket over her and stepped into the bathroom to shower off. Soaping up, he thought about the multiple naked women in the suite and felt blood surging back into his cock. He got out and dried off and headed downstairs. He saw Mark, Ashley and his mom all lolling in the Jacuzzi and padded down the hall and saw Jeannie on her knees sucking Larry's cock. "Mind if I join you?" He asked.

Jeannie turned around grinning. "I was hoping someone would join us, I would love a cock inside me while I suck this nice cock." She said wiggling her ass.

Jeff stood at the end of the bed and looked at the perfect, muscled ass and lined up his cock and drove it right in. Before he could do anything, he felt Jeannie begin milking his cock with her cunt muscles and thrusting back onto his cock. He heard her muffled groaning around his friend's cock as she worked his penis with her gripping pussy. "Crap! Larry, how could you last with this...this pussy. Christ, she can work that thing!" He grabbed her ass, feeling her muscles flex and knew he wasn't going to last long. He bent over her back and grabbed those hanging tits and squeezed and pinched them as his cock was being yanked hard by the writhing cunt.

Larry was getting lost watching his friend getting the treatment his cock had gotten and feeling Jeannie groaning of his dick, felt himself ready to blow. "Um, uh, I'm going to cum. Oh God, if you don't...Aaaaaahhh...aahhh...ah, fuuuuucckk! He yelled as he shot his load down her throat.

Seeing this, Jeff pulled Jeannie's ass tight against his stomach and came hard inside the tight, pulsing pussy. He collapsed on her back and stayed inside her as they flopped onto their sides, breathing heavily. "Holy crap, Jeannie. Where did you learn to you that with your...your muscle? That was intense."

Larry looked over at him, "I know, right? My balls ache like never before." He reached over and pulled Jeannie's lips to his and drove his tongue into her mouth.

Jeannie welcomed the boy's lips against hers and savored being sandwiched between the friends of her son's. She closed her eyes as one of the boys pulled covers over them and turned the light out.

Mark woke up seeing the sun shining into the room. He looked around and saw he was under the covers with Elaine, Stacy and Ashley and naked and curled up together. He pulled himself out to pee without waking them up. He remembered his friends all falling asleep, Chris and Bill with his mom upstairs, Larry and Jeff with Jeannie and he and the trio of horny women fucked for another couple of hours. As he climbed into the shower, he felt his aching balls and realized he must have cum at least 10 times. "God! Who would have thought us, virgins a couple of weeks ago, would have the best prom night of anyone in our class?"