My Best Friend and My Mother

All characters are 18 of age or older

It was my senior year in high school, when my view on my mother changed. For years it was just the two of us after dad died. Mom never dated because she didn't want some random guy to treat me like crap. My friends all lusted after my mom, because she was extremely attractive. Despite her 37 years, she looked like a young woman just out of college. Long shapely legs, tight round peach shaped ass, small waist, and 38F sized tits that laughed at gravity all on a 5'5" frame. Her short brunette hair was wavy. She had the face of an angel, but a body built for sin.

During football season my best friend, Horse needed a place to stay while his parents went out of town. For the last couple years he had to stay at our house when his parents went out of town because he had thrown a raging party for the football team that got out of hand. His house got messed up and because of that his parents refused to let him stay home alone for extended periods of time. He was a good friend and my mom never minded him being over. He was always polite and was the only guy on the football team that wasn't a complete perv to her. He was respectful, so I had no issues with him being around my house and more specifically my mom.

Horse wasn't really his name. It was a nickname he got when we were Freshman and the school learned that he was hung like a Horse. Some guys from the football team had seen him in the locker room and before long everyone knew. He was pretty private so he didn't want more attention so he either remained single, dated college women or older women where there were no real feelings involved or room for stories to spread. Just sex. He kept his romantic life to one time encounters and pretty much kept to himself.

It was incredible how he stayed away from high school girls, because the girls in class always talked about how attractive he was and how nice his body was. I am straight and even I could admit, the dude was built like a comic book superhero. Had the stories not spread when he was younger he could have been neck deep in ready and willing coeds and he be less introverted, but since he didn't wish to help his classmates confirm or debunk the rumor he stayed away.

While staying with us for the week my mom was constantly trying to bring him out of his shell. I didn't mind because I agreed he needed to be more outgoing with other people besides his close friends. Mom wasn't that successful, but he did become more open towards her.

It was his 3rd night at our house when I began to see my mother and friend as something other than my sweet beautiful mom, and my awkward quiet best friend. I had gone to bed and Horse was setting up the couch where he was sleeping while with us. Mom was the kitchen making a cup of tea, like she did every night before bed. I was on my way to the bathroom when I saw mom on her way to bed stop and begin talking to Horse.

"Do you need another blanket or anything tonight? It's going to be a cold night." She asked

"No thanks Miss Stevens. I think I'll be fine." Horse said

"Call me Tracy, Miss Stevens makes me sound old." She said while giggling. It looked like she was flirting with him.

"Ok. Goodnight Tracy." Horse stuttered out.

"Goodnight Horse." Mom said

"Michael." Horse said quietly.

"What did you say?" She asked

"Michael. It's my name. Never been a fan of the name Horse."

"Alright then. Goodnight Michael.

I went to the bathroom surprised by the interaction between the two of them. She never let any of my other friends call her Tracy. And Horse never commented that he hated his nickname although to be fair he rarely commented on anything.

The next day mom was seemingly flirting more openly with Horse, finding excuses to touch him and giggling like a schoolgirl around him while he remained polite and seemingly oblivious to her advances. At night Mom's sleep outfits seemingly became more risque whenever a friend of mine stayed over. I think she just enjoyed the looks she got from guys 20 years younger than her. It still didn't worry me, because Horse was a good guy and still never took advantage to leer at Mom.

The next night i again watched mom start to talk to Horse, or Michael as she was calling him. Just random chatting that seemed to go nowhere, until mom asked the one question I didn't want her to ask.

"Michael, why does everyone call you Horse?" She asked as she sat down on the couch he was making up for the night.

"It's not really something I'd like to talk about." I breathed a sigh of relief when he said that. It didn't seem right for my mom to know about a friend of mine's dick.

"C'mon, it can't be that bad. Tell me." She asked

"I don't feel comfortable having this conversation. It could make things awkward between us and I don't think Ritchie would appreciate me talking to you about this." He told her.

"Michael, just tell me. I have known you for almost 4 years and I didn't even know your real name. Now my curiosity won't let this drop. So just get it over with and spill it." She said.

"Fine. Remember you asked for it." He said as he stood up right in front of her. I was frozen as I saw him reach for the drawstring on his pajama bottoms and undo the knot. It seemingly happened in slow motion as he reached into his pants and pulled out his cock. Even soft it was the biggest dick I had ever seen in my life. The veiny monster was hanging to mid-thigh and his nuts hung low and looked to be the size of eggs. Slowly and without shame he stroked himself right in front of her. Mom sat frozen for several seconds just staring at the giant slab of meat hanging just a couple feet from her getting harder by the second.

"You can touch if you want to, Tracy." Horse told her. I watched in frozen shock and in perverted awe as she slowly reached out and gently wrapped her hand around his cock. He was so big her hand couldn't fully wrap around it. There was my beautiful mother, holding my best friend's dick. Part of me wanted to run down the stairs and stop what was happening and then kick Horse's ass, but the other part of me was too horny to do anything but watch.

"Your hand feels incredible Tracy." He moaned

"I can't believe how big you are. How big is it exactly?" Mom asked her hand slowly milking his cock.

"Last time I checked it was almost 11 inches but it has grown." He said with pride.

I watched as Horse began to slowly thrust himself through her hand. He reached out and opened her robe to expose her tits. More and more she began to stroke him harder and faster as his hands squeezed and fondled her immense tits. He stepped out of her grip and bent down to kiss and lick and suck on her tits as he fondled them. It seemed like he nursed himself on her massive tits forever even though it was only seconds. He stood up right in front of her as a big glob of pre-cum dripped off his dick and landed heavily between her tits. She let out a soft moan as she felt the heat and wetness from his cum on her skin sliding down her considerable cleavage.

"I have to do this Tracy." He said as he hunched a little and moved forward, slipping his cock between her tits and then squeezing them tight around his cock and begin slowly moving back and forth. I was watching my mom get tit-fucked by my best friend and I couldn't do anything to stop it, and she didn't seem to want it to stop. If anything she was helping him. The steady flow of pre-cum and sweat between her tits made his dick glide smoothly between her tits. Tracy was looking up into Horse's eyes as she squeezed her tits together around his throbbing cock.

"Sit down, Michael." She ordered. Horse sat down and his cock stood straight up as she knelt between his legs. "It will be easier this way" She said as she wrapped her glistening tits around his slab of man meat and began to slide her tits up and down the length of his cock every once in awhile spitting onto his cock to keep his cock lubed up and gliding through the valley of her flesh mountains with ease. Horse began running his hands through her hair as he lightly pulled her head towards his cock. With the slightest whimper of protest my mom slowly opened her mouth and took Horse into her mouth. Slowly she bobbed up and down on his cock. She was only getting about a third of his dick into her mouth so she used her hands to jerk the rest of his cock and massage his massive balls. Without warning, Horse grabbed a fistful of her hair and mercilessly began to fuck her mouth. Mom gagged and began to drool in copious amounts. Even as he

let go of her hair she willingly continued choking herself on his dick. Even as hard and deep as she was sucking him a solid five inches of his dick remained outside her mouth. I began to jerk my cock as I watched the hottest thing I had ever seen in my life. Mom was sucking him with everything she had. Drool spilling out of her mouth and dripping down her chin onto her heaving tits.

"Oh my god, I'm gonna cum." Horse yelled. Mom kept sucking as the first blast hit the back of her throat. More and more cum shot out of him making her mouth overflow with his seed and spill down her chin and onto her tits. Horse pulled his cock from her mouth and jerked himself and shot his load on her face. The first blast leaving a trail from her hair down her face over her left eye to her chin. I sat frozen as I jerked myself to my own mind numbing orgasm.

"Open your mouth!" He said as he shot another stream at her face landing some on her tongue and more on her face. He finished by firing off a few spurts at her drool and cum covered tits. I watched as He used his softened cock to smear his cum all over her face and slipped himself back into her mouth to let her clean his cock. "That was incredible. I've never came so hard in my life, Miss Stevens." He said with a smile as my mom cleaned his cock and balls with her tongue.

Hearing him call her Miss Stevens must have broken the trance she was in, because suddenly she freaked out.

"What have you done to me?" She asked as she slapped him. "How could you do this to me? How could you do this to Ritchie? I want you out of my house." She yelled at him.

"I'm sorry. You wanted to know why my nickname was Horse so I showed you. I couldn't help myself, you're so beautiful and in that tiny see through robe I couldn't think straight." He said.

"I want you out of my house. We are never to say anything about this. It never happened!" She yelled.

"Ok. What are we going to tell Ritchie and my parents? They will ask why I left here." He asked.

"Dammit! Fine you stay here, but just keep away from me." She said as she began to turn, to go upstairs to bed. I ran to my room just before she got to the top of the stairs oblivious to the fact that there was drying cum all over her and that her robe was open and her perfect body was completely on display.

I couldn't sleep that night and was brought out of bed by what sounded like soft whimpers coming from my mom's room. I thought that she was crying and horrified by what Horse had done to her. I went to her door and slowly opened it and was shocked by what I saw. My mother laying on her back with her legs spread wide fucking herself with a huge dildo. Mom was alternating between playing with her clit and rubbing her tits and tweaking her hard nipples. She was moaning in pleasure, calling out softly for Michael as her back violently arched and she brought herself to orgasm. I softly shut the door and ran to my room and jerked myself off to the biggest orgasm of my life.

The next day was the last day that Horse was staying with us as his parents were coming home the next day. Needless to say it was awkward. Mom and Horse avoided each other the entire day. I couldn't look at mom without thinking of her masturbating to the thought of my best friend or what she and he did together, then winding up with a raging boner. I must have jerked off a dozen times that day. That night I took up my perch at the top of my stairs while Horse set up the couch and mom made her tea. I didn't know what I wanted to happen or what I expected to see. I didn't know what to feel. On the one hand I really didn't want to see anything happen between them, but another part of me had to see mom in pleasure again.

Mom came out of the kitchen with her cup of tea and without so much as a glance walked right by Horse and began to come up the stairs. As I realized nothing would happen I dejectedly began to make my way back to my room, until Mom stopped midway up the stairs.

"Michael, we need to talk." She said

"No we don't. It was a mistake and I am sorry." He replied not even looking at her. She made her way to the couch where he was sitting and sat next to him.

"Why did you do what you did last night, Michael?"

"I thought that's what you wanted. That's how it always happens. Rumors got around about it and my friends or girlfriends mothers all wanted it?"

"How what happens?"

"They ask about the nickname and then start pawing at me and use any excuse to see or touch it. I assumed that's what was happening last night."

"So you weren't planning on doing that or using me?"

That's why I come here when my parents go out of town. You're the only one if my friend's mothers who never saw me as a sex toy to use. I know it sounds like I'm complaining that women throw themselves at me, but it gets old. I don't want to be used by every woman who knows about my dick. I just want one woman. I'm sorry I screwed up and destroyed our friendship."

"I'm sorry I made you uncomfortable Michael."

"You didn't make me uncomfortable. You have always been my dream girl."

"Why? A guy like you could have girls half my age with better looks."

"Are you nuts? You put every female in this town to shame. Soft golden skin." He said as he lightly touched and ran his fingers up her legs. "Big beautiful blue eyes, silky soft hair, soft, full kissable lips that taste like candy" he said as he leaned in and kissed her. He pulled away from her lips. "You're perfect. Besides I don't want girls. I want a woman. I've always wanted you.". He said as he stroked her cheek softly and trailed his hand gently on her thigh. It was then that I realized Horse loved my mom.

Mom's defenses were falling. I could do nothing as she leaned in and caught his lips. My mom and best friend were making out. Michael pulled her onto his lap and she straddled his waist as their tongues continued to dance with one another. His hands roamed over her back pulling up her short nightgown and then they moved down to her now bare and exposed ass where they roughly squeezed and fondled each of her cheeks. Mom ran her hands over his chest and shoulders as if she were trying to trace the outlines of all his muscles.

As the kissing and groping continued I saw Mom begin to grind on the hard lump in his shorts.

Moans escaped her mouth as she rubbed herself on his clothing covered dick. Horse quickly pulled mom's nightgown off and gently laid her down on the couch. Mom lay there bare as he ran his hands and tongue over her body. Her breasts were swollen and her thick nipples hard from his hands and tongue's attention. Michael worked his way down her body past her flat stomach to her wet and engorged pussy. He took her into his mouth and Tracy shuddered and moaned loudly. I watched from my perch as Horse gave mom a pleasure she hadn't had since dad died or possibly ever. With every lick her moans became deeper until she screamed out in pleasure as her orgasm hit. Her thighs clenched tight around Michael's head as he continued to lick, drawing out every last bit of her orgasm.

I watched as once she freed his head from between her legs he moved up and began to kiss her. Mom didn't seem to mind tasting herself on his lips as she hungrily kissed him back.

Michael began to undress himself. As his under shirt came off mom jumped up to run her hands over his well muscled body. She licked his torso, and gently licked around his nipple as he pulled his pants down freeing his hard and oozing cock.

"I have to feel you Tracy. I need to know what it's like to be inside you." Michael said as I watched.

"We can't. What would my son say?". She asked. There was a chance it wouldn't go any farther. I was party happy that my friend wouldn't fuck my mom, but disappointed because that was all they hadn't already done. I knew they both wanted it. I could see it on their faces. Michael didn't protest. He just resumed kissing her. He laid her down and continued to kiss and explore every inch of her body, paying particular attention to her heaving tits.

I watched as mom pushed him back onto the couch and climbed on top of him and again straddled his waist as she kissed him. Slowly she reached down between their sweat slicked bodies and grabbed him. As soon as she stroked him his head rolled back and he moaned at the exquisite torture of her soft hands milking him slowly as her big soft breasts pressed into his chest and her tongue swirled against his throat. Mom raised up and slowly impaled herself on his staff. She screamed out as he entered her. Stretching her more than she had ever been stretched before. Michael held her hips tightly and supported her as she slowly slid down his length a few inches at a time. After what seemed like forever she finally had him completely inside her. As soon as she had him buried all the way in her, she spasmed with the biggest orgasm of her life. Her back arched shoving her heaving breasts into Michael's face as her pussy clenched around the python invading her and unleashed a torrent of her juices on his cock and balls and onto the couch.

I stared as Michael buried his face between her tits moving back and forth between them taking the time to kiss and lick her. Mom was so lost in her orgasm that she didn't notice or seem to care that Michael had wormed a finger into her tight asshole. He began to softly thrust into her as she rode him slowly. His middle finger now knuckle deep in her ass as she rode him like a cowgirl, slowly she started as she got used to his size. Bit by bit she picked up the pace. Both of them were moaning in unison, lost in their own world oblivious to anyone else aside from each other. She rode him hard as he took hold of her hips and he began to ram his length in and out of her. She had another body shaking orgasm and she wrapped herself around Michael to prevent her from falling over.

Horse stood up and turned her around Mom was aimed directly where I was sitting but I was too enthralled by what I was watching that I couldn't even think to move and prevent her from seeing me with my hard cock in my hand. He held her close to him as his cock pressed into her back and he ran his hands over her body. Feeling the heavy weight of her tits as he slowly bent her over and took her from behind. He slid into her sopping slit with ease and began to violently pound her. With each hard thrust her jugs would bounce up. No longer soft and gentle his thrusts became animalistic. He was simply all about giving he and Tracy more and more pleasure until neither could do anything more. He stretched her so much that her clit was exposed. With every thrust his balls slapped her throbbing clit, sending a jolt of orgasmic bliss. With every thrust her pleasure mounted until she was practically having one long orgasm. Her legs went weak and she could no longer keep herself upright. Still he pounded into her, holding her up as she came back down from her orgasmic high. Sweat glistened on mom's perfect body. Michael's thrusting began to falter as his own orgasm built.

"Oh God! I'm gonna cum!" He shouted as he pulled out of her with an audible "pop" Mom quickly dropped to her knees in front of him and began to stroke his cock as he violently began shooting rope after rope of cum on her. The first blast hit her across the face, sending a streak of jizz down her left cheek to her chin. The next few blasts she aimed at her tits until she took him into her mouth and let his last couple spurts shoot down her throat as she nursed on his cock. As he finished cumming she massaged his load into her tits. When he was finished she cleaned his deflated cock with her tongue and mouth. Seeing her swallowing his load finally pushed me over the edge and my own orgasm hit.