ie for, 36D. We had fooled around a few times in the past. Nothing outrageous, just a little kissing and pussy play. And she was always complimenting me on how hot John was for a 17 year old. She has a son of her own who is 16.

It was a hot day and Joan and I were sunning ourselves in my backyard when I decided to talk about what had happened. "Can I talk to you about something?" I asked Joan.

"Sure Diane. What's on your mind?" she replied.

" I really don't know where to start so I think I'll just come right out and say it. I've been giving John handjobs for about the last month." I said.

"You have been doing what?" she said with a little hint of laughter.

"I've been jerking off my son. The really bad part is I've been thinking about fucking him too." I answered. "I know it's wrong but I just can't stop thinking about it."

"Wow Diane, this is quite a confession." Joan said sounding surprised. "Have you said anything to John about how you feel?"

"No I haven't." I said. Then I told her about how it had happened. I told her the whole story.

"He has such a nice cock Joan, it's so thick I couldn't get my fingers all the way around it." I told her.

"I always imagined him having a nice cock." she said with a smile.

"When he has an orgasm it's was like a volcano. He shoots cum everywhere. I really couldn't believe my eyes." I said.

"Mmmmm, that I'd like to see. Maybe I should jerk him off too." she said laughing.

I laughed and said, "Actually I want you to fuck him. I'm thinking that maybe if I find somebody for him to have sex with then I won't think about it so much. And I want it to be someone I trust."

Joan just stared at me for a few seconds like I had two heads. Then she seemed to be thinking about it. "I don't know Diane. John and my son are almost the same age. It definitely sounds like fun but I have to think about this. Although I would love to see his cock and see him cum after hearing your description. Are you sure you would want me to do this?"

"I have thought it over for the past few weeks. I want not only someone I can trust but also someone who will also teach him. Show him how to really pleasure a woman. And if I don't find someone soon I may end up fucking him myself." I told her laughing.

"Do you think that would be such a bad thing?" Joan asked me.

"I'm not sure. But until I do decide whether I can or can't I need to find someone for him to fuck." I answered.

"Ok, I'll think about it and let you know. It's getting late I have to get going and cook dinner for Pete. Enjoy your evening and I'll get back to you as soon as I can about what we talked about." Joan said.

I stood up to give Joan a hug and a kiss. I walked up to her and pulled her into me and planted a kiss right on her lips. As I kissed her I darted my tongue into her mouth and let it explore. When I put my arms around her, with each hand I grabbed her round ass. When I broke the kiss Joan said with a smile, "Boy! This conversation really got you going."

"I know." I said. And then Joan left.

I started to think. Did I do the right thing? Should I get Joan involved in this? Was fucking my own son such a bad idea? I mean I had already jerked him off and made him cum a few times. How could spreading my legs for him be any worse? What would that thick cock of his feel like? In my mouth? In my pussy? So many thoughts. Joan better decide quick.

A few weeks later Joan and I were up, around 10:00 PM, sitting on my couch watching a movie. We were both dressed in shorts and tank tops with no bras. Her breasts strained the fabrics of her top, almost making it look like it was going to rip. We had been making small talk all through the movie not bringing up the subject of my son, then John came home. He had been at a party and seemed like he had had a few drinks. Not stumbling drunk but feeling no pain.

"Hi mom. Hi Ms Rhodes." he said when he entered the room.

"Hi John. How was the party?" I asked him.

John answered, "Not bad. Nothing to write home about."

"So you decided to come home and hang out with two old broads?" Joan said smiling. I was smiling also.

John just laughed and said, "You two are the best looking women I've seen all night."

"And I'm sure you were the best looking guy at the party John." Joan said.

"I'm not so sure about that Ms Rhodes but thank you anyway." John said.

"Come and sit over here and keep us company for a while." John walked over and sat between us on the couch. My son's eyes were rivetted to Joan's breasts. I think Joan had noticed also. When he sat down you can tell he was getting hard because of the noticable bulge developing in his shorts.

After a few minutes of chit chat I saw Joan give me a funny look. I didn't know what to make of it. A few more minutes passed and she gave me the same look again but this time giving me a wink. I knew then what she had meant. She had decided to fuck John. I had to leave them alone.

"It's getting late. I think I'm going to head off to bed. You two can stay up and watch TV if you want but I'm exhausted." I said.

"Ok mom. I'm not going to be up much longer anyway." John said while getting up to kiss me goodnight.

Joan had gotten a devlish look on her face when John had said that and I knew what she meant. She was definitely going to fuck him. She is going take my son's cock and give him a great time.

I said good night to my son and kissed him on the cheek. I then said goodnight to Joan and kissed her also. While walking up the stairs to go to my room I wondered if I should watch. Would I be able to watch without being seen? When I got to the top of the stairs I found a position where I could watch what was going on in the living room.

"So tell me John, how is school going?" I heard Joan ask.

"Not bad. I'm doing pretty good with most of my classes." John answered.

"That's good. Wouldn't want you to fall behind. And how are the ladies treating you?" Joan said.

"Umm, ok I guess." John said.

"Ok? You guess? Don't tell me a nice looking guy like yourself isn't going hog wild with the ladies." Joan said to my son.

John smiled, looking down and said, "Not really Ms Rhodes." My son seemed to be getting a little uncomfortable. I'm sure Joan would pick up on it and put him at ease.

"Well then the girls at your school should have their heads examined. You are one hot dude." Joan said.

"Thank you Ms Rhodes." John said. He seemed to be relaxing a bit.

"They should have their eyes examined too. Any woman can see you have something very nice there between your legs." Joan said staring at my son's lap. My son was speachless. He just sat there silent while trying to sneak looks at Joan's breasts. "I saw you staring at my breasts John. Do you like them?"

"Yes Ms Rhodes." was all my son could say.

"Would you like to see more of them?" Joan asked.

I was starting to get very turned on watching this seduction of my son by my best friend. Here was the woman who had babysat John when he was younger getting ready to show him her breasts. And they were extremely nice breasts.

"Would you show them to me Ms Rhodes?" my son said.

"Only if you promise that it will be our little secret and never say anything to anybody. Especially my son Pete." Joan said.

"Oh yes Ms Rhodes, you have my word." John said.

I could feel my pussy starting to leak my juice. I was so turned on watching what was happening between my son and my friend. My nipples were poking out, hard as small rocks making them very noticable through my tank top. I didn't wear any panties under my shorts so my juice was starting to run down my legs.

In one swift motion Joan had pulled her tank top over her head fully exposing her breasts to my son. He sat there with his mouth wide open. The breasts he had been wanting to see were right before his eyes. They were large yet very firm for a women of 43. I felt myself staring at them too. "Well, what do you think John?" Joan asked.

"They are beautiful." John said

"It doesn't matter that they are attached to an old broad like myself?" Joan said.

"Not at all and you are not old. They are the best breasts I have ever seen." John said.

Joan then leaned in to kiss John. Her mouth covered his and I could see that their tongues were dancing with each other. John started to massage Joan's breasts. I could hear a slight moan come from her. She was enjoying this kiss with my son. I inserted a finger into my sopping wet pussy. I needed to finger myself watching this. And then they broke their kiss.

"Whew! Okayyyyy! No problem in the kissing department or the breast handling department." Joan said smiling. "But there does seem to be a problem growing in your shorts. Can I take a look and see if I can help."

My son could only nod yes. He couldn't believe what was happening. He grew up knowing Joan and her son and now she was before him topless about to release his cock from his shorts. Joan got on her knees in front of John and reached for the zipper of his shorts. John leaned forward and removed his shirt. I couldn't see it all because my view was from John's back but I could hear the zipper going down. "Lift your butt up a little honey so I can get these off you." Joan said. She pulled his shorts and underwear off at the same time. When his cock was released from his shorts I could hear it plop against his tight stomach. He must've been rock hard. She must've grabbed his cock and was stroking it because John let out a soft moan. He put his head back and was making the sounds of a man who was enjoying what was happening to him. "Oh John this is one beautiful thick cock." Joan said.

"Oh Ms Rhodes that feels so good. Please don't stop." I heard my son say. He was enjoying Joan's hand on his cock, stroking him, making him harder.

"Hmmm, you like that huh? I won't stop John. Whatever makes you feel good." Joan said as she continued stroking my son. "But I have to see how much of this I can get in my mouth." I then saw Joan's head fall into John's lap. I still couldn't see much, only her head starting to bob up and down in John's lap. My son was moaning louder now, her mouth was definitely doing a good job on him. I'm not sure how much longer I can stay at the top of the stairs with my limited view. I wanted to see more. I wanted to see my baby getting a blowjob. I started to walk down the steps, moving very slowly not wanting to interupt what Joan was doing. I stopped at the bottom of the stairs.

She took her mouth off his cock and said, "Did you like that John?" She was still stroking his thick cock not letting him out of her grip.

"Yes Ms Rhodes, that felt incredible." my son said.

"You have a wonderful cock. It feels so hard in my hand. And these balls are pretty nice too." she said smiling and fondling his balls.

"Ms Rhodes I love that." he said now moving his hips in rhythm with her stroking.

"I think I know something else you might love too. Just sit here." Joan said. Joan stood up, took off her shorts and panties and straddled my son, facing him, while he sat on the couch. She reached between her legs and grabbed his cock. It looked like she was rubbing the head up and down her pussy lips. "Are you ready to fuck me with that thick cock?"

"Oh yes Ms Rhodes, I am ready." John said. In one swift motion Joan sat straight down onto my son's cock, burrying it deep into her pussy. They both moaned in pleasure. John held on to Joan for dear life, pulling her breasts into his face.

"Don't move baby. Let me get use to your size. It feels so fucking good, so full." Joan had said. My son was now sucking on her big breasts. Genlty nibbling her hard nipples. "Oh that's it John suck on my titties. Make my nipples hard." This was so hard to watch from where I was so I took a few steps closer. Joan then started to ride John's cock. Up and down she was riding him. Both of them breathing heavy. I was absolutely soaked. Pussy juice was just running down my leg. Then Joan looked up and saw me standing there. Our eyes met and I was caught. She just smiled, winked and motioned for me to come closer. John couldn't see me because his face was burried in Joan's breasts. I walked around the couch and got on my knees between John's legs. I had a great view of my son's cock fucking Joan's pussy, in and out, in and out it went. She was riding him real good. I got some courage up and reached out and cupped John's balls. I moved them around in my hand, massaging them, listening to my son moan from what I was doing.

All of a sudden Joan stopped riding John and got off him. There I was on my knees between John's legs playing with his balls. "Mom!" John exclaimed.

"I'm so sorry John I didn't mean to...." I said but before I could finish Joan had planted a very passionate kiss on my lips. Her tongue entered my mouth and was dancing with mine. My pussy was on fire. When we broke our kiss I saw John with his mouth wide open sitting on the couch jerking his cock. Joan had walked behind me and was trying to take off my shorts. I stood up to help and when they were off I kneeled back down between my son's legs, took his hand off his cock and replaced it with mine. I had never felt it so hard from the other handjobs I had given him. Joan got on her back and skooted between my legs and started to eat my pussy, I was in extasy. She was licking my pussy all along the lips, getting my juice all over her face. All I could do was moan and pull on John's cock harder. Joan then went to work on my clit, my whole body was shaking. With her finger she was playing with my ass, letting her finger massage my opening. I could not believe what was going on. Then all at once I came. Joan kept sucking on my clit as I was going wild, it was the most intense orgasm I had ever had. Juice was pouring out of me and Joan just kept on licking. It was running down my legs and Joan just kept licking it all up. "Wow Diane, that was a gusher." Joan said laughing.

"I know. I'm sorry but I couldn't help it." I said. I looked at John and said, "Baby why don't you take care of Joan."

"Ok mom." John said. He got off the couch and positioned himself between Joan's legs. He leaned forward and kissed Joan, his tongue shooting into her mouth and playing with hers.

"Yes John, give it to me, now! Fuck me with that fat cock." Joan said. Joan put her legs over John's shoulders and beckoned him to fuck her. My son then rubbed the head of his cock up and down her pussy lips getting Joan's juice on the head.

"Are you ready Ms Rhodes?" my son asked.

"Yes baby, give it to me." Joan answered. John then thrusted his hips forward and sent the entire length of his cock into Joan's pussy. "Ooooohhh! That feels good." Joan said

I then came around and squatted over Joan's face, facing my son, so she could eat my pussy again. She had such a great tongue. It knew exactly how to make me cum. I watched my son's fat cock fucking my friend's pussy, streatching her lips wide apart. As John went in and out of her she shot her tongue faster and faster over my clit. The harder he fucked her the faster her tongue moved. "That's it John give it to her hard. She's doing a great job on mommy's pussy." I said to my son. And so John fucked her harder, pounding her pussy for all he was worth. Joan was going crazy on my pussy and I could feel the orgasm that was approaching. My nipples were so hard they almost broke through my tank top. I saw my son staring at them as he continued to fuck Joan. Then as Joan's tongue was working my clit I gushed again. "That's it Joan, lick my clit." I screamed. My juice was running down the side of Joan's face onto the floor.

When my son saw this it just about pushed him over the edge. He was fucking Joan as hard as he could and seeing his mom cum turned him on to a new level. "I'm getting close mom. Not sure I can hold it much longer." he said.

"Oh honey, don't cum inside me. Be sure and pull out when you are about to cum." Joan said.

"Yes John be sure and pull out. Let Joan see how you cum." I said.

"Oh Diane I'm about to cum! Your son is going to make me cum! What a cock!" Joan said. Then all of a sudden she let out a loud moan and locked her legs around John.

"Ms Rhodes I can feel your pussy squeezing my cock over and over again." John said.

"Oh yes honey, you're making me cum." Joan said. She was having a very intense orgasm as her eyes were rolling over. I then got off Joan's face and got on my knees behind my son. He was still thrusting in and out of Joan. "You like Joan's pussy don't you." I asked my son. "Are you close yet baby?"

"Oh yes mom. I am just about there." he said.

"Don't forget to pull out we're going to show Joan what you can do." I said.

"Oh yes honey. I want to see that cock shoot your cum." Joan said.

"Ms Rhodes, Mom I'm going to cum." my son said.

"Pull out baby. Let mommy finish you." I whipsered into his ear from behind him. John pulled out, I reached around from behind him, grabbed his thick cock and started jerking him. Joan got up on her elbows so she could see my son shoot.

"Let that cum fly baby!" Joan shouted. That was all the encouragement John needed, he started to shoot as I jerked him. The first shot erupted from his cock and got Joan on her chin. The second shot also got her chin and left a trail of cum on her breasts and stomach. Shot after shot he kept shooting his cum all over her chest and stomach as I jerked him harder and harder. "Holy shit!" Joan said.

"That's it baby. Look at all of that cum." I said. His cock was still twitching with cum leaking out. He seemed to shoot forever. He reached around behind his back and grabbed my ass and pulled me up against his back. His body sent an electrical feeling through me as our bodies touched. I leaned forward and took his earlobe into my mouth and gently sucked on it. John let out a soft moan. His cock was starting to go down now having done it's job, Joan was covered in cum.

"That was unbelievable Diane. I am covered. Does he always shoot with that much force and that much cum." Joan asked.

"Just about." I said laughing.

"We're going to have to do this again very soon." Joan said. John smiled and went to take a shower. I got Joan a towel to clean herself off. She got her clothes and got dressed to go home. As I was walking Joan out she turned to me and said, "Diane, you have to fuck him. His cock feels so damn good."

"But he's my son." I said.

"Who's going to know." Joan said.

Who indeed.