I got suspicious when my best friend, Mike, started missing class a lot. Sure people get sick, but this had become a regular thing. He’s always had a decent attendance record. We were kind of nerds, got good grades, didn’t have girlfriends, didn’t drink or do drugs, and only ever ditched for some completely nerdy reason like going to see the newest superhero movie that just came out. So when I finally realized that he’d been missing school every week, I got concerned.

Honestly I felt bad because I wasn’t even the first one to notice. I only had 2 classes with Mike each day, the first 2, but an equally nerdy friend of ours, Paul, had 4… the last 4 of the day, 2 before lunch, then the two afterwards. One day he asked me why Mike was always missing class, and I didn’t know what he meant. It turns out that Mike would only miss the WHOLE day once a month or so, but was missing the last 2 or 3 classes (plus lunch) at least once a week. I asked how long this had been going on, and he said at least 4 or 5 months!

This seemed ridiculous to me, Mike a I had been friends since kindergarten, and have been involved in every milestone in each other’s lives ever since. When he got ahold of one of his dad’s PLAYBOYS, he called me to come over before he even opened it up. I learned about masturbation before he did, so after the first time I jacked off, I called him and told him about it. We’ve even jerked off together, we didn’t watch each other or anything, but we shared a magazine while we beating our meats next to one another… yes it’s weird, but we were that good of friends.

He has a nice home life, an older brother named David, who moved out of the house a couple years ago. His dad is a very successful business type, I honestly can’t remember what his job is exactly, I just know there’s multiple, abbreviations in his title. He’s a nice enough guy, but he’s a real man’s – man.. works out, walks around in suits drinking scotch, likes sports. He LOVES Mike’s older brother, who’s a star baseball player, with a full athletic scholarship. But Mike prefers comic books, and video games. So while I know his father loves him, they just don’t connect.

His mom on the other hand adores him. She’s the epitome of a mother, takes an interest in every aspect of her boy’s lives, helped with homework, would even bake cookies when their friends would come over.. Which was a LOT. You see, Mike’s mom is HOT! She’s younger than his dad, although not by much, but his dad was a jock, still in great shape, and handsome. He has a good job and because of it, is pretty wealthy. All this explains how he was able to marry such a beautiful woman. His job afforded her the choice to stay at home once they had kids, so she did, and being a mother has obviously agreed with her.

The down side for Mike, is that having a hot mom, means that you’re constantly hearing “you have a hot mom” from your friends, And he couldn’t get away from it either; because he has the nicest house of any of his friends, with a pool, big TVs, game room, and of course a MILF to ogle. We always voted on going to his place above anyone else’s, much to Mike’s dismay.

I’m not ashamed to admit that his mom, Rachel, made regular appearances in the sexual fantasies I used while masturbating. She had a beautiful face, with medium length strawberry blonde hair. She looked like a 1950s housewife, always wearing a dress with her hair and makeup done nicely, no matter how much cleaning or cooking she was doing. They had a home gym, that Mike’s dad, Tony, often used, but obviously Rachel also found the time during the day to stay in shape, because she had a better figure than any girl in our school did! One joke we would make to Mike whenever we’d walk by the gym was “hey, which machine gives your mom that great ass!?” He hated it, but it truly was amazing. The only thing that rivaled it was her impressive, and I’m sure expensive, set of tits. Tony had the money, and if you did too, wouldn’t you put a pair of the best jugs money could buy on your wife?? Of course you would! So I’m not gonna try and say “well I prefer natural ones, they’re better than fake.” Say whatever you want, but these things were magnificent, man made 32DDDs that still swayed and jiggled under her clothing, it was hypnotizing. To his friends, she was a sex symbol, a masturbatory fantasy that we called Mrs. Palmer, or sometimes Rachel, but to Mike she was just Mom, although honestly if he’d checked her out too, none of us would’ve judged him for it.

We’d always been good students, both in terms of grades and in behavior. We both had straight – As for as long as we could remember, participated in academic oriented after school activities, and never got in trouble, this afforded us a bit of freedom, both at home and at school. Teachers didn’t care if we fell asleep in class, or walked in late. Our parents didn’t give us a curfew (not that it mattered, we weren’t staying out late anyways), but if we were playing video games instead of doing homework, they didn’t care, since they knew we’d probably already done it. And of course they didn’t care about our attendance, as long as our grades weren’t suffering and we weren’t being brought home by the police, occasionally missing school wasn’t an issue.

This being said, it was no surprise that teachers never asked why Mike was absent, and he didn’t seem to be getting into any trouble at home for missing class, but that wasn’t what bothered me. I was upset that Mike was ditching without me! And not even telling me why… we were best friends, and we never kept secrets before.

For a few days after Paul brought it to my attention, I kept giving Mike chances to come clean, without letting on that I was suspicious about his illicit behavior. I’d say things like “what are you doing after school?”, “are you feeling OK? Someone said you left early the other day.” His responses were normal “just homework”, “I’m good, had a dentist appointment”. But I still felt like he wasn’t being honest with me. Then one day, Paul found me between classes.

“Hey Brandon, Mike left, he was here for 3rd, but he never showed up for 4th.”

“Did he say he wasn’t feeling well? Or that he had to leave early for something?” I asked.

“Nope.” Was all he said as he kept moving down the hall.

This was my chance, I needed to find out where he went. But I didn’t even know where to begin to look! First thing was to get out of school. This was surprisingly easy, the school had multiple emergency exits, and only a few had alarms, so I popped out one, walked around the side of the gym, crossed the street and I was off school grounds without anyone looking for me. But I still didn’t know where to begin my search. Really, my only guess was to try his house. It was walking distance from here, and I had no plausible alternatives yet.

As I walked I tried thinking of what he could possibly be doing in secret like this. A girlfriend? No, he would be bragging to me if that was the case. Drugs? Doesn’t really seem like him, plus he hasn’t ever looked high. Drinking? Maybe, we’ve never had any before, but I don’t know why he wouldn’t invite me to try some. New friends? Possibly, I mean if he’s made some cool friends, and they like to ditch and go do stuff, I could understand why he may not want his nerdy friends to make him look bad.. Maybe he just wants to go home and chill out playing games rather than be in class? But once again, why not invite me, or be so secretive about it?

I realized how stupid checking his house was, he had a stay at home mom, so it’s not like he could just show up there when he was supposed to be at school and not get noticed. But I was almost there, and I had no other leads so it was as good a place as any to start looking.

When I got there, his mom’s car was in the driveway, and I debated proceeding. If he wasn’t there, I didn’t want to let the cat out of the bag about his attendance issues and get him in trouble. But I still didn’t have an alternative, so I decided to go around the side of the house where his bedroom window was. More than once during our youth, we had climbed in and out of that window playing around, I guess it’s possible he could be using it to get in and out without his mom noticing. Didn’t seem likely, but it was worth checking out.

Mike’s was the only bedroom on the first floor, so I quickly moved past a couple windows trying to avoid detection, but then I stopped outside the dining room window and peered inside. There he was! I was looking through the dining room, and halfway across the house, but I could see his head and the back of the sofa. The bastard was just sitting in the living room watching TV or playing games or something!

I was annoyed, and continued towards his bedroom. I was going to give him some crap for ditching and not even inviting me! But as I pushed open his window it dawned on me that if he was home while his mom was, then maybe he wasn’t ditching, maybe he really was sick and his mom picked him up. Now I felt a little bad, but either way, I was going to get answers and find out what’s been going on with him. I climbed into his room and walked down the hall, I turned the corner into the living room just as I was about to surprise him and say “Mike, why aren’t you at school!?”, but all that came out was “Mmm..” and the surprise was all mine.

I don’t even know how to describe how this played out, but there in front of me was my best friend Mike, buck naked, sitting on the sofa. This would normally be enough to cause an awkward moment between friends, but it didn’t end there… sitting on his lap, equally naked, was his mother, Rachel. I hadn’t exactly walked into the room quietly, and it startled them, but it all happened in slow motion, and my eyes took in everything in those couple seconds.

I was standing at the end of the sofa to their right, Mike was slouched down a little on the couch, his mom on his lap, sitting up straight. Her legs were on either side of his with her feet planted firmly on the floor, supporting her as she straddled her son. Her head was tilted upward, with her closed eyes looking up to the ceiling, and her hair swaying against her back. Each hand clasping a massive breast, holding them in place as she bounced. Mike had his hands on each side of her narrow waist, not lifting her, but simply guiding her up and down as he kept his tool aimed as his mother’s snatch. Her firm ass slapping against his hips before stopping abruptly.

It was the most erotic and tantalizing image I’d ever seen, I sincerely felt awful for interrupting it. Rachel’s eyes shot open and both their heads turned to look at me and the exact same moment. His mother was startled sure, but Mike’s expression was of complete fear. He sprang to his feet, forgetting his mother was still impaled on his dick. She fell forward slightly, almost having to jump off of her son’s erection. Mike ran past me towards his room, I turned to watch him, his mouth hanging open like he wanted to scream but didn’t have the breath. A second later his door slammed shut, leaving me alone with his mom.

I turned back to Rachel, who was now holding up her dress, modestly, in front of her body. I know they must be scared but I was the one who couldn’t move, or blink. I just stared at her, eyes wide, barely breathing, waiting for her to say something, even if it was just “get out of here Brandon!”, but she didn’t speak. I knew she must’ve been waiting for me to talk first, start yelling insults and accusations, making threats to tell the whole world what I’d walked in on, but I was too petrified to make the first move. But she was calm and collected. She was studying my expression, mulling over what to say.

“Brandon, I can..” She started. But I interrupted.

“How?” Was all I blurted out.

“How?..” She asked me back, wanting clarification. ‘How long has this been going on? How did this start? How could you possibly fuck your own son?’.. Which how was I asking? All of them I suppose, but I just stared back at her with wide eyes. “Just over a year ago..” She began, “Michael walked in on me and David”, my brow creased in confusion, “yes, his brother.” She answered, reading my expression. My eyes widened again, taking in this new information. “The ironic thing is that’s how it began with David too! He caught me with one of our former neighbors. Walked in as I was riding him on a dining room chair. I ended things with that man, and pleaded with David not to say anything, he said he wouldn’t… if I gave him a blow job. I was shocked and angry with him, but I did it.. And then the next day I did it again, without him asking, and then the day after, and eventually we went all the way.”

I couldn’t believe what I was hearing. I’ve been around this family since I was a little boy, and to know what sorts of things had been going on when no one else was around was mind boggling. Rachel was beautiful, and I’ve had many an orgasm thinking of her, but she’s always seemed like the perfect wife, homemaker and mother. The idea of infidelity, let alone incest, was unfathomable. But now when she could’ve simply yelled at me, an uninvited guest in her home, and told me to leave, she was unloading this personal baggage on me. This was clearly for her… she needed to explain herself to me.. to anyone.. so I just stared back, letting her continue.

“ I know it wasn’t right, and I love their father, we have a wonderful marriage, but he was only the second man I’d ever been with before we got married and I got pregnant. Then when that neighbor came on to me, I felt turned on, it was sexy and fun.. So when I ended things with him, and then David wanted me.. I mean the idea your son wanting you is so unimaginable and naughty, that it turned me on. David and I slept together for a couple years without incident, until Michael caught us. David freaked out, but I spoke with Michael, and he agreed to let it go. David and I ended our sexual relationship, and for months everything was fine, but then I had this need for something new again. So one day we had an exterminator over and I noticed him checking me out, I don’t know what came over me, but I said ‘if you see something you like help yourself’, so we did it. Then a couple days later he came over again.. He showed up a dozen times over the next few weeks, I know I shouldn’t have let it continue, but I felt fulfilled. Until Michael walked in on us. I was so scared, he’d already caught me and his brother, now this! I apologized and begged for him not to say anything, but he was angry and blurted out ‘Jesus mom, if you needed someone to fuck so bad why didn’t you just come to me?! It worked out for you and David!!’ and then he stormed out. I know he was just saying it to hurt me, but a few minutes later I walked into his room and stripped naked right in front of him. He didn’t yell or tell me to get out, he just sat in his chair and watched, probably stunned that I was taking his sarcasm seriously. I knelt down in front of him unzipped his pants and reached inside. I looked him in the eyes as I pulled his penis out, looking for any sign that he wanted me to stop, but he watched intently, and so I took him in my mouth and gave him his first blow job. He didn’t say anything to his father that evening at dinner, so the next day when he got home from school I was waiting on his bed, and we’ve been having an affair ever since.”

Her eyes were glazed over with tears. I’d imagine it was because of the guilt of being caught with both her sons, or maybe for cheating on her husband with those other men. But the way she spoke, she sounded ashamed of the other men, but not so much about her boys. I’d say she was tearing up simply for getting caught.. the possibility of her husband finding out, and their family falling apart was what she was scared of, and the shame that comes with that, but not because she was caught with her son. I’d bet that if she could go back she’d still make the choice to screw them, and if she was caught and her husband divorced her, she’d probably continue to sleep with Mike.

I had just been standing there listening to her. I had yet to move from the spot I was at when I walked in on them. She too hadn’t moved, still standing there holding a dress over the front of her naked body. I was debating what to say or do, if anything, when I realized that I was highly aroused. I had pitched a tent in my shorts at some point during her story, or maybe it happened as soon as I walked in the room and saw them, either way, I had a noticeable erection that I’d been too distracted to realize until now.

“So what are you going to do?” She asked, breaking the silence. Obviously she was wondering if I was going to spill the beans to anyone. I tried to clear my throat, and I shifted my weight a little, causing my bulge to move, which drew her attention. Her eyes lit up a bit. “Or would you rather me do something?…”

Surprisingly, it took me a second to realize what she meant. She dropped her dress to the floor and stood there with her hands at her sides, letting me stare freely at her body. My eyes drank in the sight nervously, as if I needed to look away before she caught me. Then she sat on the edge of the couch and curled her finger at me, beckoning me to her. I did. I approached and stopped when she put up her hand. I was directly in front of her.

She undid the button and zipper on my shorts and grabbed them by the waist, hooking her fingers into my boxers and pulling them both down in one motion. My dick sprang towards her face, sending droplets of precum onto her cheeks, which she ignored. There was no hesitation on her part, no looking to see if I wanted this, she already knew I did. There was no degree of foreplay, no kissing the tip or anything, there was no need. I was as aroused as I had ever been in my life, and I was going to cum quickly. Honestly, I think she was looking forward to it. She grabbed me by the base, this was the first time another person had touched my erection, and it sent a shiver through me. There was no time to savor it as she took me in her mouth. It was incredible, and warm and all too fast. Within a minute I felt balls tighten and my body tremble as I released the biggest load of my life into the mouth of my best friend’s mom.

I hadn’t taken my eyes off of her while she bobbed her head for those few moments, and when I felt my orgasm begin to spray, she looked up at me, her eyes locking on mine. Her look said ‘that’s good, give me all of it’. She could’ve stopped there, but she continued sucking hungrily on the head of my cock, her hand stroking firmly up the shaft, squeezing every drop out of me, until she could tell that I could no longer take it. Her lips sucked tightly as she pulled me out of her mouth, releasing my slick and swollen knob with a pop. She looked up at me with a pleased look on her face, she obviously felt that she’d done enough to earn my discretion, and she had, but I wasn’t done. I looked down at her, my stiffness still pointing at her face, and I simply said “I want more.” Her eyebrows raised a bit, surprised by my demand, but they lowered and the corner of her mouth curled into a knowing grin.

She knelt on the sofa, facing away from me, leaning against the back. Her round ass cheeks naturally spread wide, inviting me into her wet pink cunt. She didn’t say anything, didn’t even look at me, just offered her body to me and waited. I stripped in an instant and took my place behind her, The tip of my dick aimed perfectly at it’s target. I placed a hand on each buttocks, gently squeezing her tender flesh, and pulled her towards me. My eyes widened and then closed as the engorged head of my cock sank into her. If I hadn’t just cum in her mouth, it would’ve happened instantly in her snatch. She let out a sigh of pleasure, as if saying ‘that’s it, keep going’, so I did…

Maybe it was the sound of skin rhythmically slapping against skin that filled the house, or his mother’s unabashed screams of joy as she came again and again, but eventually Mike ventured out of his room to investigate. I had been fucking this gorgeous woman far longer and harder than my inexperienced body should’ve been capable of; But her ball-draining blow job had given me superhuman stamina. I’m not sure how long he watched us, but as I approached climax and began slamming into her from behind with increased force, I saw the blurry-pinkish silhouette of my still nude friend standing exactly where I had been. I didn’t stop or even slow down, and I wasn’t ashamed or embarrassed, I was beyond that. No person walking in, or force on Earth, could’ve stopped me in that moment.. So he didn’t say a word. He just watched as I unleashed a torrential stream of semen into his mother, grunting and groaning for the whole world to hear. And when every ounce of my strength had dripped out of me, I released her and fell onto the couch, and looked at him.

He paused a moment, debating with himself, before walking forward and taking my spot behind his mother’s still upturned ass. She hadn’t noticed him, and was startled to feel someone touch her when I was already sitting down. Her head spun around to see her baby boy assuming a position he had numerous times before, and she smiled. I watched them, impressed, jealous. I was no longer mad at him, this is a secret I would’ve kept to myself too, I was now in awe of him. Few men would ever be lucky enough to be inside a woman as attractive as this, and if she was your mom then it would damn near impossible, but here he was. Not only had he lost his virginity to his goddess of a mother, but she was his for the taking whenever he wanted, and she was happy to do it.

I relaxed on the sofa, watching them, with my cock in my hand. From this angle I could watch her tits jiggle violently with each ball slapping thrust of her son. I could tell he was getting close, and I was happy for him, I felt bad that I’d interrupted before he could finish earlier. It was a little weird to watch, not because it was my best friend, but because it was happening in front of me. It was still very erotic, like watching porn, but slightly too intimate because it was live. Mike came in his mother in much the same fashion I did, with a loud exhausted groan that echoed throughout the house. He then collapsed onto the couch, on the opposite side of his mother from where I sat. She took several moments to collect herself. Heavy breathing from all of us filled an otherwise silent room. And then she stood up and turned to me.

“Ready to go again?” She asked, more like instructed, with her hands on her hips. My balls screamed ‘NO!’, but my dick twitched in my hand, springing to attention, and throbbing a resounding ‘YES!’. She looked at my prick and got her answer. I didn’t know what to do, but it turned out I didn’t need to do anything. She climbed on top of me, straddling my lap, reaching down and blindly guiding me into her.

She fucked me like that good and hard, this time was all for her. She went at her own pace, faster and then slower, giving herself several well deserved orgasms. She would lean down and kiss my lips, then feed me her perky nipples as she grinded on me deep inside her. I wouldn’t have thought I had it in me, but as she bounced on my cock, her breasts brushing against my face, I came again. Less explosive than before, but it came without warning and surprised us both.

She got up and walked over to Mike, climbed on him as well, and rode. She didn’t even bother asking if he wanted to go again, he was hard, and she wanted more. I couldn’t help but notice that she didn’t kiss him, but he didn’t seem to mind, his mouth was preoccupied with both of her enormous tits.

When they were done we all laid on the sofa, exhausted, naked, and dripping with various fluids. She then insisted that we all shower. The master bathroom had a huge walk in with multiple shower heads that could easily accommodate the three of us. Mike and I stood there as she washed us each from head to toe, paying extra close, almost motherly, attention to crotches, as her soapy hands slid along the delicate skin of our penis and testicles. She then stood and instructed us to wash her. All four of our hands gliding along her hairless body. Naturally we gravitated to her boobs, but she didn’t mind…as a mother of two, she figures boys will be boys I suppose.

Afterwards we sat around the table and talked. I asked about David and if she still slept with him on occasion. She said no, initially he was just to nervous after being caught, but now he’s moved on. I asked them what types of things they’d done, the short answer was everything. They’ve done every position imaginable, including anal on a regular basis. They’d had sex in every part of the house, including the pool, and she’s even given him head in the car whenever she picks him up from school. But I could tell this was all mostly for her.

Sure Mike was thrilled about his secret incestuous affair with his mom; I mean my mom was no Rachel, but she was pretty, and while I’d never thought about fucking her before, if I had the chance to come home to her pussy every day I’d be thrilled too! But his enjoyment wasn’t why they were having sex, hers was. And it wasn’t even so much her enjoyment that made her do it, she simply had an itch that needed scratching (so to speak). I’m sure her husband was great in bed, but it was clear that she had a sexual appetite that couldn’t be filled by a single man, and if it wasn’t for Mike then she’d be back on top of the pool boy, or a delivery man, or who ever showed up one afternoon. She simply needed more than one dick. I don’t even know if she cared about the orgasms, she was just insatiable and wanted to fuck as often as possible. Almost like someone who eats just because they’re bored.

Regardless, both of them insisted that they still loved and respected Mike’s father. They had justified it to themselves, agreeing that Rachel having sex with her son was somehow better than sleeping with random men. They mentioned STDs and pregnancy and how this was safer for both of them, but they were grasping. I just nodded along, I really didn’t care, I wasn’t judging them. Hell, Mike fucking his mom led to ME fucking his mom, so I was obviously on board with the whole thing.

School would’ve gotten out by now. I only missed two classes and lunch, nothing that would be of much concern, but Mike had missed three classes and lunch.. Again. I pointed out that his attendance had become noticeable and his father could potentially be made aware by the school. We all agreed that Mike needed to stop missing classes for awhile, and that I would start missing a few and coming over to give Mrs. Palmer what she needed.

She and Mike would have to settle for quickies right after school, it would be tough, since his father got home shortly after he did. And while they wouldn’t be as fulfilling as the 2 to 4 hour, sometimes all day, fuck-fests that they’d become accustomed to; pulling up his mom’s dress and bending her over the kitchen table for 5 minutes was certainly better than nothing. Speaking of which, his father would be home any minute now. They asked if I wanted to stay for dinner, I said no, I wasn’t ready for that awkward encounter just yet.

I walked home tired and my head was spinning. I had jerked off 3 times in one day before, but 3 times in under two hours?! Never, and no orgasm I’d ever given myself was as intense or as draining as these ones. When my parents got home from work I decided to tell them the truth, well sort of. I told them that I’d left school early, and that I was feeling weird. This was all true. I asked if I could stay home tomorrow to rest, naturally they said yes, they had no reason to doubt their mild-mannered-straight-A-son. So the next morning when they left, they told me to stay in bed, I agreed… today was MY day with my best friend’s mom, and she’d be coming over shortly.

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