This is a parody story. No characters represent any real person, alive or deceased.

All characters are over the age of 18, including cartoon characters who have failed several years of school.

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"So Steve, what's the plan for tonight since your dad is out of town and Haley is in New York at the Phish concert?" Francine asked with eagerness. She had purchased several new toys at the Hustler store earlier in the day in anticipation that he would want to do another hot photo shoot.

"DeAndre Green is going to come over so we can play his new Zombie Apocalypse game on my Xbox." He replied nonchalantly, even as he noticed her discernible look of disappointment.

"Who is DeAndre Green dear? Do your Dad or I know his parents?"

"You've heard me talk about DeAndre Mom. He's my new friend. You have probably seen all the internet and newspaper articles about him; Pearl Baily High School's all-time leading wide receiver, and recent University of DC scholarship signee?"

DeAndre was also one of the guys Steve had shown Francine's photo on his phone; but he left that part out.

"I'm sure I have heard about your little friend dear." Francine was deeply disappointed, but decided not to push the issue.

"And..." Steve continued, "I thought it would be cool if you could pick up some hot wings at Hooters for us."

"Hooters?" she asked with a bit of disdain.

"Yeah mom. All the cool guys at school, including DeAndre, say they are the best. I've wanted to try them for a long time. It would make me look really big in DeAndre's eyes if we served that tonight. Would you mind?"

"I suppose not." she replied somewhat dejectedly as the doorbell rang.

Steve ran to the door to let in his new friend as Francine gathered her purse and keys. "So guys..." She smiled before stopping in mid-sentence. All of Steve's friends that Francine Smith had ever met were a nerdish bunch. Fat; pimply; geeky. They ran the entire gamut of nerdism.

Francine was shocked to be greeted at her door by a budding Adonis standing next to her son. DeAndre Green was six feet tall and appeared to be chiseled from granite...black granite dressed in a tight tank top and shorts.

"Pleased to meet you Mrs. Smith." Francine admired his dark muscles as he reached out to shake her hand.

"Nice to meet you also DeAndre." She managed to spit out before continuing. "I was just on my way to pick up an order at Hooters for you boy's to eat tonight. Do either of you want anything else from Hooters besides the wings?"

"How about some beer and one of those hot waitresses to serve us?" joked Steve, poking his buddy in the ribs.

"HA Ha mister...very funny." Responded Francine as she headed out the door.

As she drove Francine tried her best to get over her very real disappointment at how the night was turning out. She had bought several adult DVD's and had been taking notes of what the women were doing in all of the sexiest scenes so she could recreate them for Steve. Now, to top off the disappointment of no homemade video tonight, her son was making jokes about finding the waitresses at Hooters attractive.

But on the other hand, there was another very hot young man in the house to help distract her disappointment.

Pulling into the parking lot, Francine locked her SUV and walked into the restaurant. The young girl greeting customers pointed her to the bar to place her to-go order. "We don't get too many orders for take out." The girl commented.

"I bet you don't." Francine responded cattily to the young woman, totally unimpressed by the girl's own set of small Hooter's.

Sitting at the bar and checking out the menu, her attention was drawn to the woman behind the bar.

'Humpff; I've got a much better body than she has.' Francine thought as she looked around the restaurant at the other waitresses 'Hell, I look better than any of these girls. Why would Steve joke he wanted me to bring one of these young bitches back to serve him and DeAndre when he has me available?"

As she angrily set her attention back to the menu, she placed her order for several types of wings, more than enough to keep the two teens occupied all night. She waited patiently for the order to be filled as she looked around the restaurant.

'Those shorts the waitresses are wearing are the same color as my old pair of orange biking shorts that I found the other day at the bottom of my dresser drawers. I'm sure mine fit a lot tighter than what these girls are wearing. Talk about a camel toe!' she laughed to herself as she imagined the bright orange shorts tightly puckered up in the cleft of her shaved pussy.

As she looked towards the TV's over the bar, her gaze locked on a sign next to a Hooters waitress tank top that was framed on the wall. "Be a Hooters Girl at Home! $19.95. Available in small to XXL" A smile formed on Francine's lips as she pulled her wallet from her purse and called the bartender back over.

Later, back at the house Steve and DeAndre were playing the video game intently, staring hard at the screen as they heard Francine enter the house from the garage. A few minutes later they heard her voice from the doorway to the kitchen.

"Are you two guys ready for some drinks and wings?"

"Sure mom." Steve replied, somewhat irritated at the untimely interruption. He continued playing as his mother's form entered his peripheral vision and stood off to his side.

"Just put em down wherever mom." A few seconds later he felt a hard elbow in his side from DeAndre.

"What the fuck DeAndre?" he squalled as he paused the game and shot a perplexed look at his new friend. DeAndre's face was frozen in amazement, his mouth gaped open and his gaze set solid.

Steve followed DeAndre's gaze to find Francine Smith holding a serving tray with three beers and a platter of wings.

Steve's eyes dropped to scan his mother from the floor up. She was standing confidently on a new pair of four inch white platform stripper shoes, buckled around her ankles. His eyes followed her tanned legs up to find her wearing an extremely form fitting pair of bright orange, stretchy bike shorts. The material sucked deeply into every crevice, pressing into a distinct camel toe between her visibly puffy pussy lips.

On top she was wearing a Hooters waitress tank top that was cut off a few inches above her belly button. The tank top was a size or more too small for her obviously braless tits and clung to her like a second layer of skin. Her nipples stood hard, pressing against the thin cotton top.

"I hope you guys don't mind me joining you for a drink. My manager said it would be okay because it's just good customer service. He also said you asked for some change to share so you two can tip me tonight." She continued as she laid ten one dollar bills and four five's and two twenties on the table in front of them. "The only catch is, you have to spend it all tonight." She said as she broke into a huge friendly smile and patted the tops of a couple of dollar bills that were peeking out from where they were stuffed down the front of her shorts.

"You guys did say you wanted beer and a Hooters waitress; didn't you?" she smiled, her lips shining from freshly applied lip gloss, her eye lids painted a light blue.

"Uh, sure mom." Steve smiled. "Are those beers really for us?"

"Well, I think that if you gentlemen are old enough to eat these Hooters hot wings, and have your own private Hooters waitress then I think you are probably old enough to chase them down with beer." She smiled as she set the tray down, her breasts wobbling delightfully underneath her tight shirt.

"You certainly make a beautiful Hooters girl Mrs. Smith." DeAndre said as he stared directly at her chest.

"Well thank you DeAndre." She made sure to bend directly on front of him so he got a good view of her cleavage. In his mind he compared the image in his mind of the photo Steve had showed him days ago; the one of Francine in her nightie. He swiftly decided the real thing was much more impressive.

"Ahem!" Steve cleared his throat loudly.

"What?" DeAndre stammered, turning back to the game to see that he had been killed.

"Mom can you move your ass please; it is in my way," Steve said.

Francine turned and wiggled her ass playfully. "Is this better?"

Steve surprised DeAndre as he smiled, "Actually, that is much better."

"Now boy's..." Francine suddenly had a serious look. "We can all play silly games like this tonight, but there are only two rules."

DeAndre swallowed hard as Francine spoke, realizing the situation had suddenly taken a serious tone.

"Rule number one. You must be old enough to eat at Hooter's to be served. DeAndre, how old are you?" Francine asked.

"I just turned eighteen last month." he smiled hopefully.

"Perfect. Francine beamed before continuing. "And rule number two DeAndre, you cannot tell your parents about my serving you beer as your waitress tonight in this outfit. Okay?"

"Yes mam. I won't tell anyone." DeAndre responded.

"Like I said, just don't tell your parents." Francine smiled as she turned to go to the kitchen, her ass cheeks oozing out from the bottom of her tight shorts.

"Put your eyes back in your socket's loser, and drink up." Steve chided his friend as the two teens proceeded to drink their beers, watching Francine's ass gyrate smoothly as she walked towards the kitchen. The white fabric of her thong waistband stuck up over her hips, nearly glowing against her tan skin.

When she returned from the kitchen she set down a platter of wings. After eating their fill of wings and watching Francine's soft tease show, the two boys began playing DeAndre's new Zombie Apocalypse while Francine cleaned up the kitchen.

Francine was preparing another tray of snacks when Steve walked in. He moved behind her and reached his hands around her, pushing down her bicycle shorts and thong with a bit of effort, and slid his middle finger easily inside her wet pussy.

"Are you enjoying teasing my friend?"

Francine shrugged and turned it back on him asking playfully as she gyrated her pussy against his touch. "Does my big boy enjoy me teasing his friend?" She was slightly stunned at his response.

"Maybe I do. Do you want to fuck him?" he said, turning it back on to her.

At the time she thought they were just having harmless playful banter, so she answered, "I would fuck his brains out so hard." Suddenly he cocked his head as if hearing something. He pulled his finger out of her and yanked her shorts up just before DeAndre walked into the kitchen.

"Thanks Mom, we will make sure that happens." Steve said.

"What happens?" a clueless DeAndre asked.

"Mom was just telling me she wants to play the game a little too, so I said we will make sure that happens."

"But you told her thanks?" DeAndre responded.

"Don't worry about it man." Steve brushed his soon to be fucked friend off. "What did you want anyway?"

"Uhmm, another beer if it is okay Mrs. Smith." Francine retrieved another beer from the refrigerator and handed it to DeAndre, who was quickly on his way back to the family room.

Once the sound of the video game resumed, Steve resumed his physical and psychological sexual blitz on his Mother. Pulling her shorts and thong down to her ankles in one swift motion, Steve reinserted his finger in her sloppy wet pussy.

"Where were we...oh yeah? Will you obey every order I give you?" he asked as his young hands grabbed her hips and held her in place, his fingers sinking deep in her hot flesh.

"Fuck Steve...Yes! Whatever you want," she replied, moaning from frustration at being denied the hard fucking she had been craving all day.

As he started finger fucking her again, Steve hissed, "Would you like to take DeAndre's cock in your mouth?" She moaned, his fingers feeling so good pumping in and out of her pussy. "I've seen him in the gym shower Mom; he's almost as big as me.

"Is that what my boy wants? Do you really want your mommy with your friend's big black dick in my white mouth?"

"Now that you ask me, that is exactly what I want to watch you do," her son informed her, his tone not as playful as hers.

She kissed him feverishly and then looked him in the eye, his hand firmly on her hip as he finger fucked her. "Are you serious, Steve? Because I'll do it."

"Deadly serious." he smiled, revealing his plan to her. "The house is empty except for the three of us. You didn't really think I was going to let the night pass without another sexy photo shoot and video did you?"

"Oh Steve; this is so arousing. It would have been so unthinkable a few weeks ago for me to let a black man even touch me...let alone put his forbidden cock in my mouth."

His mother smiled as he continued. "I am going to direct you in a new video and photo shoot, based on the concept of a video game showdown. One that includes something any teenage boy finds critical to such a video concept."

"You mean Aliens and Zombies" she quipped.

"No...A hot babe fucking the contestants," Steve retorted, smacking her firm ass.

"You must have put some real thought into this already," she smiled, the naughty ideas in her son's dirty mind exciting her.

"You ever been double penetrated Mom? A bick dick in your pussy and ass at the same time?" he asked, as casual as if he was asking if she had been to the grocery store. He lifted her right knee in the crook of his arm and pushed it against the counter top while slamming his big cock deep in her pussy with one swift motion.

"No...that...would...be a...first...for me." She moaned between his strokes, lying so she would not hurt his feelings.

"Will be; not would be; cause it's gonna happen." He hissed in her ear. "Ever fantasized about it?" he questioned.

"Of...course...baby," she replied, wiggling her ass, while fucking him back.

"Cum now Mom," he grunted. Francine obeyed, letting the rising tide of emotion wash over her, the thought of having a young virile black cock fuck her raced through her mind.

"Fuuuuck, yes," she hissed. She shuddered and moaned softly for another thirty seconds as she came down from her climax.

Pulling out, Steve looked his mother in the eye. "I am serious, I want you to let DeAndre fuck you."

"You are such a naughty boy whoring your mother out." she weakly teased as she slowly recovered from her orgasm. "Do you want him to know you have been fucking me?" She asked with a tone of hope.

"I think so. It is a fucking amazing secret I am dying for someone besides Haley to know." he said, his shy nerdy side surfacing again.

"OK, but please be careful who you tell. I do have a life to protect." she pointed out.

"Really?" Steve said, contemplating her words. "We are all over the age of consent, even if barely." He wrapped his arms around her. "And did you forget? You are a star already. I uploaded the video and stills the other night of you and me and Haley. It has over fifteen thousand votes already. You said you were going to handle things with Dad in case he ever found out. Remember?"

Francine looked down at her son, softly bit her lower lip and nodded her head silently in agreement. Even though the thought of the truth coming out scared her, it excited her even more.

As he headed back for the family room, Francine gathered her wits and the next round of snacks when she heard Steve yell. "Mom, can you get DeAndre and me a couple of beers and some more snacks?"

"Sure, honey," Francine called out, knowing full well Steve's intent. She reached down and grabbed the waistband at the front of her tight shorts and pulled up, nestling a massive camel toe in her wet pussy fold. She then grabbed a couple of beers from the refrigerator and sauntered out.

After giving Steve his beer without any fanfare, she strolled over to DeAndre and bent down allowing him a very generous up close and personal look of her ample cleavage. Lingering there way longer than necessary, she asked "Can I get you anything else, DeAndre?" He stammered, " No mam." "That's too bad," she purred, putting her hands on his thighs to push herself up.

Putting her right foot in its tall heel on the couch between the boys, she spoke in a soft voice. "Steve, baby, I've got a cramp in my calf, can you help me?" He smiled,

"Sure Mom." As Steve slowly rubbed her calf, she positioned herself so her deeply defined camel toe was clearly visible to young DeAndre. Dampness from her excitement was beginning to darken the material indented in her lips.

After Steve finished rubbing her calf, she sighed dramatically, and replaced her right foot with her left. Winking at DeAndre playfully, she said, "The things women will wear to please men."

DeAndre sat staring intently at her camel toe. "Do you like these shoes DeAndre?" Francine asked sweetly, snapping him from his trance.

"Oh...yeah, right...they look great Mrs. Smith.

"Oh, aren't you sweet." She responded. After Steve rubbed her calf for several minutes she set her foot back on the ground and asked again, with a soft playful banter, "Can I get you two studs anything else?"

"No we are fine," Steve replied, a devious smirk on his face and a confident look in his eyes as he watched his rattled friend as Francine retreated to the kitchen with a swing in her step.

Once on the other side of the kitchen entry Francine pinned her back to the wall and held her breath so she could overhear the teen's conversation. It was difficult to hear over her own hard breathing.

"Come on DeAndre," Steve pleaded, "you know how much I like Zombie Apocalypse, and my Dad said I can't buy it until I earn the money. Just let me have the game to play for the next couple of weeks while he's out of town and I'm putting the money together. I'll give you my copy when Dad lets me have it."

"Why would I do that Steve?" DeAndre asked in an aloof manner. "What's in it for me? You gotta at least give me something in return." Steve put his index finger to his lips and thought for a few minutes.

"Well...how about if I show you a picture on my iPhone of me...with a real live naked woman?" DeAndre's eyes bugged wide open. So did Francine's in the kitchen.

"No way!" DeAndre exclaimed.

"Way." was Steve's casual reply.

"Deal!" practically screamed DeAndre.

'I guess this is the moment of decision.' Francine thought. 'Do I let Steve do this? Can we trust DeAndre?' she pondered. As she continued to debate herself in the kitchen she heard the pounding of Steve's feet climbing the stairs, and then quickly coming back down.

Quickly scanning through his photo album on his cell as he ran down the stairs, Steve selected the photo of his mother with her head on his shoulder facing away from the camera, her beautiful nude backside exposed under her transparent negligee.

As he turned the phone towards his friend, DeAndre's face froze in shock. "Who is she Steve, she's freaking magnificent."

'Oh my God! No turning back now.' reflected Francine with a soft giggle.

"You wouldn't believe me if I told you." Steve replied coolly.

"Oh my God Steve...you are the King! No way is another guy in our class ever going to get this close to such a beautiful, nude woman...ever!"

Francine blushed with pride from her eavesdropping vantage point in the kitchen.

"Well; you're right DeAndre." Steve replied, suddenly becoming full of himself, and enjoying the admiration of his new friend.

"I'd give anything to know who she is."

'He must have shown him the photo where my face is not showing.' Thought Francine, nervously but quietly keeping herself occupied in the kitchen until things played out. 'That's sweet that Steve is trying to protect my privacy...but I am a little disappointed if I'm being honest.' She admitted to herself. 'I thought he was serious about me fucking his friend. What a pity.'
"Anything?" Steve questioned, his mind beginning to race. "Maybe give me your old flat panel TV so we can hook my Xbox in my room to it?"

"Sure Steve." DeAndre quickly agreed. His family had recently acquired a new sixty inch LED TV and had put their old thirty two inch unit in their storage building. DeAndre knew his parents would never pull the TV out again, so he had nothing to lose.

'He IS going to tell him it's me.' Francine excitedly thought as she absentmindedly began slowly rubbing her hand across her bare, flat belly. "Uhmmmmm..."

"Deal!" said Steve as he grabbed his phone and switched to the photo of his mother with her back still to the camera, but her smiling face on display next to Steve's.

DeAndre stared at the photo speechless, his gaze going from her smiling face to her exposed ass.

"Bullshit! That's not your mom...that's a Photoshop." DeAndre stated, convinced his new friend must have manipulated his own mother's face onto this killer bod and somehow Photo shopped himself into the picture as well.

"You must think I have some pretty mad graphic art skills DeAndre." Steve replied as he rotated to the third photo. The one of Francine smiling broadly, his arm around her waist as her entire front was exposed beneath her transparent negligee to the camera.

"Guess I did this one too." Steve smirked.

"But...what's this all about Steve?" DeAndre asked, mind numb at what he was seeing.

"My Mom's a hottie...and she thinks I'm the snizzle, that's what." Steve boasted.

"What? Seriously Steve, your mom is hot. You are the luckiest guy in the world like that and all, but..."

"My mom thinks I'm the greatest thing ever. She does anything I ask her to do."

"Like pose for these pictures whenever you ask?"

"Actually those photos were her idea...but yes."

"What else have you had her do?" DeAndre asked, treading carefully.

"Well, let's just say she is encouraging my photography studies, and working as my video and still photography model...for some very adult subject matter" he smiled.

In the kitchen Francine's hand worked its way quickly to her left nipple, lightly teasing it.

"You're so full of shit Steve." DeAndre replied, his voice rising.

"Am I? Then why has my Mom been walking around the house all night in stripper heels and the sexiest Hooters outfit ever...braless? You did see that skin tight top; right? Those super tight shorts? She would be arrested if she wore that outfit in public." DeAndre gulped noticeably.

Francine pinched her nipple harder.

"I'll tell you why..." Steve continued. "Because she dresses hot like that all of the time for me when Dad is out of the house." he retorted.

"I don't believe you at all Steve. In fact I'll put a wager on it."

"Go on...I'm listening." responded Steve.

"Call your mom in here right now. If she will admit she is posing for you on a regular basis...like an adult model would...then I will give you the game and the TV for keeps."

"Deal." Said Steve. "Moooommmmm" he bellowed, not bothering to get up from his seat on the couch.

"Yes, Sweetie?" Francine called out, quickly teasing both her nipples roughly before smoothing out her top in anticipation of being called into the room.

"Can you come in here for a minute? DeAndre needs to ask you some questions."

"Okay." came her confident response.

A few seconds later the sound of Francine Smith crossing the kitchen tile in her tall heels could be heard by the two teens. She purposefully walked in a circle twice where she couldn't be seen from the family room so that DeAndre would not realize she had been standing beside the door listening. She entered the family room with an air of great confidence to find Steve patting the couch between DeAndre and he, inviting her to join them. She walked to the couch, rolling her hips seductively.

"Just a second mom." Steve reached down and grabbed a one dollar bill." I want to give you a quick tip for the great service so far." He started to hand her the dollar when Francine reached down into her shorts on each side at her hips. The boys looked on in awe as she smiled and pulled the waistband of her thong panties up even higher, out of her tight, stretchy shorts and over her hips.

"Put em there boy's." she said seductively.

Steve and DeAndre looked at each other before DeAndre quickly reached down and grabbed a one off the table. Both boys tucked their dollar into the waist of her thong.

"So what was it you boy's want, Steve?" Francine asked as she settled down onto the couch between the two, thrusting her chest out as she settled in against Steve, his right arm encircling her shoulder. As she leaned back into her son she looked down into DeAndre's lap and saw the tenting effect she was having on him.

"Uh...hi...again...Mrs. Smith..." DeAndre mumbled out as he soaked in her sexuality.

Steve looked on arrogantly and began. "So mother, DeAndre and I were discussing the photos you and I posed for the other day for me to keep on my cell phone."

"Oh, you mean the ones where I'm wearing that cute little negligee?" Francine giggled as she looked back and forth between the two.

"Those are the ones mother. DeAndre thinks that is not you in this photo." Steve replied smugly as he held his phone up showing the third photo.

Francine reached for the phone and examined the photo of her and Steve facing the camera, her big tits and shaved cunt boldly exposed. She held the phone out in her left hand as she leaned over and placed her right arm around DeAndre's shoulder, pulling him closer.

"DeAndre, that's me in this picture. Why would you think it's not me?" she asked warmly. DeAndre was too stunned to reply.

"I also told DeAndre that the pictures were your idea Mom. He didn't believe me." Steve stated.

"Oh absolutely." She softly whispered in DeAndre's ear as she nodded in agreement.

"I also told him that you were now helping me with my photography and videography work. But he doesn't think that's true either."

"Well, did you show him any of the videos or the other pictures we made? Steve is sooo talented." she told DeAndre proudly as she reached her left arm around Steve's shoulders. The sexy MILF now sat erect between the two teens, her breasts rolling with the motion as she settled into the couch.

"No mother, I didn't. I don't want to just show him your work for free. It just doesn't seem right since you could easily be a professional model."

"That is sooo sweet Steve." She gushed as she leaned over and gave him a short kiss on the lips.

"Have you two been making love?" DeAndre asked, looking with shock between mother and son.

"I don't know if I would call it making love. It's been pretty intense." Steve replied.

"Fucking is probably not a nasty enough term to describe it." laughed Francine, reaching over and rubbing Steve's hard cock through his pants.

"Every day I fuck one, two or all three of her holes, don't I mom?"

"Yes, dear. My body is yours to play with whenever you want and," she declared, and added looking back to DeAndre, "to share with whomever you want."

"You can keep this secret right?" Steve asked DeAndre.

"I can't believe this is all real." Francine heard DeAndre say.

"That was not the correct answer." Steve said. "The question is can you keep the secret? Otherwise we stop right now and you go home."

DeAndre eyed Francine's body as she leaned back into the soft couch back. He watched as her full breasts heaved up and down softly with each breath, her hard nipples stretching the material of her tight shirt. He admired her taut midriff exposed between her shorts and top as well as her tight muscular legs.

Finally he pulled his gaze up to her beautiful golden mane framed face. Her eyes sparkled with anticipation above her beautifully plump, partially open lips.

"Are you kidding me?" he rhetorically asked. "Of course I'll keep you're your secret. I'm in."

DeAndre's watched with excitement as Steve pulled his mother back to him with a handful of her hair, turning her head to optimize DeAndre's view as they began to kiss aggressively. Within seconds their tongues were pirouetting like two snakes wrestling.

"I'll give you my special edition Zombie Apocalypse Xbox if I can see the other photos and videos!" DeAndre hollered out.

"Well that's some exuberance." Francine laughed as she and Steve broke their embrace. "It's up to you Steve, but I think for that kind of reward, maybe we should do a new video and photo set with DeAndre in the room rather than just show him an old set. What do you think Sweetie?"

Steve acted as though he was thinking hard for a few moments before replying. "I'll go get the equipment." He said. "I'll be right back." He finished, as he walked quickly towards the stairs before running up.

A few minutes later Francine and DeAndre heard Steve bound down the stairs. As he began setting up the equipment Francine left to refresh her hair and makeup, returning ten minutes later looking radiant

"Okay mother, we are going to recreate this evening, but like it would be in a porn movie. We are going to start with you greeting DeAndre at the door. Then you two will come into the living room where you will serve me and DeAndre beer and wings, if we have any left. DeAndre and I are going to play the video game, and you are going to walk in. We can improvise from there. What do you think?"

"I'm in!" nearly screamed DeAndre.

"No shit. We already established that" laughed Steve. "I'm asking Mom."

"Sounds good to me." Francine smiled, tussling Steve's hair as he sat back on the couch.

"Okay then. We can start with some still camera shots and then video." Steve directed.

"He is sooo good at this." cooed Francine as she adjusted what little clothes she was wearing. A few minutes later everything was ready to go. Steve turned on the video camera on the tripod in the living room and stepped out onto the front porch with his digital and video cameras with DeAndre as Francine readied herself inside.

DeAndre rang the doorbell as Steve began taking pictures. Francine opened the door. "Oh hello DeAndre. Are you here to see Steve? She asked.

"Uhm...yes I am Mrs. Smith." He replied woodenly.

The intense illumination from the light attached to his video camera lit Francine and their entire front porch up. Steve focused his camera in over DeAndre's shoulder on her stiff nipples pressing lewdly against her tight little Hooters top. *FLASH* *FLASH*

"Well, I am on my way to work at Hooters for the night, but you can come on in to visit with Steve." She smiled, pleased with her witty adlib for the camera's.

Steve snapped photo after photo of his mother's gorgeous ass encased in her tight biking shorts as she walked back into the house while DeAndre stared in awe at the motion of her hips swaying. *FLASH* *FLASH* *FLASH*

While Steve placed the video cameras on tripods, Francine went to the kitchen to prepare her tray with three long neck beers and snacks. After a few minutes she heard the sounds of the video game from the TV.

"Action!" came the command from Steve.

Francine sauntered to the doorway with her tray. "Would you two boy's care for a snack before I go to work?" *FLASH*

"Oh, uh sure...Mom." Responded Steve as he quickly stood up.

"Oh are you boys playing a video game?" asked Francine as she placed the tray on the coffee table, her cleavage spilling out for the benefit of the video cameras.

"We have a contest going on. Would you like to watch us play Mother?" Steve asked, moving in front of the camera for a close-up.

"I think I have a little time before I have to go to work at Hooters." Francine responded as she subtly swayed her shoulders back and forth from right to left several times. The motion caused her big tits to rock sexily in her tank top.

She once more sat on the couch between the two teens, dropping down with an exaggerated motion for the cameras. DeAndre blatantly stared at her tits as they bounced to a stop under her skimpy tank top. She passed out a long neck beer to each boy and began drinking her own.

Francine settled back, leaning deeply against Steve, his right arm wrapping her shoulder. "Could you hold my beer mom?" he asked as he handed his beer to her.

As Steve whispered something to her, Francine grinned wide and shook her head in agreement. As she watched the game intently she began gently stroking the neck of the beer up and down, as if she were stroking a cock. DeAndre's eyes nearly popped out of his head watching her blatantly erotic motions.

"Could I try guys" Francine asked.

"We are having a contest mother." Steve relied disdainfully for the cameras. Francine looked at her son with puppy dog eyes.

"Oh for goodness sakes mother." He responded, reaching the controller over to her in his left hand. "We can pause the game for a few minutes and let you play the demo. Do you know how to operate the controller?" he asked.

"How hard can it be" she replied, emphasizing the word hard as she took the controller.

After dying three times in thirty seconds, Francine turned to the two teens. "Maybe I do need a hand."

"I can help you out." Steve responded, pulling her compliantly over to sit on the couch between his sprawled legs. Reaching his arms around her, he put both hands on the controller.

"I'll help you work the buttons, but let me show you how first by myself." Francine smiled a silly grin as her son operated the controller in front of her, his forearms encircling her ribs and pressing up on the underside of her boobs.

Steve controlled the game by himself for a while, his arms moving the controller in exaggerated motions, pressing his arms into her abundant boobs. "Think you're ready to join me" he said deeply in her ear, causing a visible shiver to run through his mom.

"Uhmmm." She responded.

Mother and son both played the game for a few more minutes, just long enough to establish footage from the video cameras for editing.

"You take it now mom." Steve directed, letting loose of the controller and resting his hands on her hips. As his mother played the game Steve's hands began to wander slowly. DeAndre stared as his friend's left hand began gently circling his mother's hip, while his right moved up and down her ribs.

Francine played her part to a tee, intently staring at the screen and killing zombies, totally ignoring the movements of her son.

"This game is too easy Steve." Francine cockily declared. "I must be a video game savant of some sort. I bet I could hold my own with you boys."

"Not a chance Mom...but if you want to have a tournament between the three of us I'm up for it. What about you DeAndre" Steve laughed.

"Yes. I would be ok to playing for a tournament Steven." DeAndre responded woodenly. Steve shot his friend a dirty look and whispered under his breath. "C'mon man; you can act better than that I know."

"What kind of stakes do you boys want to play for" Francine asked, never taking her eyes from the screen, moving her controller like a madwoman, the motions rocking her tits.

"You know me and DeAndre don't have any money mom." Steve replied.

"Well, pick something else then, because I'm going to kick your asses. This game is fun. I'm going to call in sick at Hooters so we can play all night." Francine laughed, picking up Steve's cell phone and pretended to carry on a conversation with her "manager" at Hooters.

"Hello, Mr. Dickschmear?" They all three broke out in a fit of laughter. "Yes Mr. Dicschmear, this is Francine Smith...yes... Mr. Dickschmear I have asked you not to refer to me as 'Sweet Cheeks'...or 'Sweater Meat'...In any case, I am not going to be able to make it in to work tonight. *COUGH* *COUGH*...yes I do think I am getting a chest cold...no sir I do not need you to rub Vicks vapo rub on my breasts...OK I will see you tomorrow. Thank you."

Again all three broke out in a fit of snickers and hoots.

"Okay boy's. What are the rules of the game going to be" Francine asked, resuming her Zombie hunt.

"If you feel that confident in your skills mom," Steve struck a thoughtful pose. "Let's make it really interesting."

"I'm listening." She said.

"Hit and Strip Zombies" was all Steve said.

Francine set the controller down and looked between the boy's. "Hit and Strip Zombies? What is that?" she asked, playfully adding a gullible look.

"Pretty simple really." He continued, "Every time you get bit by a Zombie in the game you have to take a pull on a bong." Francine looked at the boys with skepticism. "And every time you die, you have to take off an article of clothing...and you can't add anything to what you already have on right now."

Francine pretended to act stunned for the cameras. "Steven Smith. I am your mother." She bashfully responded.

"What's the big deal mom? You said you're a savant at this game and can beat us...right?" Francine looked questioningly from the boys to the various cameras before striking a confident smile.

"That's right, I am. I have just one question." She directed at Steve. "Do my shoes count as an article of clothing?"

"Sure, whatever." He responded.

"Bring on the Zombies!" she replied in response with confidence.

The three set out on a mission that began to dissolve on the screen. DeAndre had picked out a geeky computer type as his avatar, and Francine a Tomb Raider rip off, and Steve an extreme athlete teen.

Almost instantly Francine was bitten by the first zombie to enter the screen. Steve paused the game and handed Francine the bong.

"What the hell happened there" she asked, honestly not understanding that the demo of the game was a lower level of difficulty that the easiest team mission.

"Fhhhhhhhh" she took a deep lungful pull from the bong and held it in. "Whhhhhewwww" she let it out, chasing it with a swig of beer. The mission went smoothly for the next five minutes as the player's power became fully rejuvenated.

Suddenly all three were bitten in a frenzied attack of twenty five zombies. As they killed the zombies over the course of the battle Francine and DeAndre both died as well. Steve remained alive, if just barely, having been bitten three times.

"That sucked." Steve told the others as he paused the game. "Two bites for me, five for DeAndre and six for you mom. Light that bong up twice Mom and then you and DeAndre pass it three times. I'll join in the last two passes."

By the time they finished passing the bong ten minutes had passed. "Take something off DeAndre." Steve directed.

"DeAndre has to take his shirt off. DeAndre has to take his shirt off." Francine sang over and over like a nursery rhyme. Suddenly she realized both boys were staring at her. "What" she asked.

"You died also mother." The realization finally made its way to her brain through the fog of the earlier bong hits.

"Ohhhh...I have to too...to...too." She snickered as she stood up and faced the boys.

Grabbing the waistband of her shorts, Francine slowly turned around, facing away from their stares. Because of the directions the cameras were facing, her front and back sides were both being recorded as her thumbs slid around to the back of her waistband and pushed down.

The sexy MILF played it up for her son's video cameras by wiggling her exquisitely tight bubble butt as she pushed the tight shorts down over her mouthwatering ass. She smiled delightedly over her shoulder at the boys as she bent over at the waist, pushing her shorts down until they cleared her tall heels. The vision of her standing in her stripper heels, wearing her tight tank top, her ass fully on display thanks to her thong was massively intense.

When Francine turned around to face the boys she struck a sexy pose, her right knee leaned in to her left leg, her left hand on her hip as her right arm dangled.
"Oh dear me...would you look at that." She said with a strong southern inflection. The effect her bicycle shorts had on her tiny g string was nothing short of amazing. The small triangle of fabric was stuffed completely into her wet pussy cavity. DeAndre stared intently once he realized she had no hair on her pussy.

Francine laughed as she dug her thumbs in the material and pulled it from her pussy, smoothing the material as best she could while letting loose another silly giggle. "Let's get the game started again." She implored, sitting back on the couch, her knees high in the air and splayed wide because of her tall heels.

The three continued their mission, rebuilding their power. As things were getting relaxed in the game Francine could see in her peripheral vision DeAndre stealing glances at her tiny g string. Without taking her eyes off the screen, Francine began to move her feet apart and spreading her knees even further. Soon her thighs were extraordinarily wide open.

Steve and DeAndre were both so engrossed with her display that they never saw the nest of zombies they walked into. By the time it was all done Steve and DeAndre were both dead and Francine was mortally wounded.

Ten minutes later, after all the bong hits were finished, Francine reminded the boys that it was "Time to lose some clothes."

Steve lost his shirt. DeAndre removed his shorts, leaving him in only his underwear. As they all sat on the couch in various stages of undress Steve asked Francine "Why did you take off your shorts instead of a shoe earlier?"

"Now what kind of fun would that have been?" she continued "Besides, this is what you boys wanted to see isn't it?" She laughed, patting her little g string and falling back against her son, laughing.

Steve pulled Francine closer, dropping his hand to rest on her big right tit. He massaged the pliable flesh with his open palm for a while before sliding his fingers down over the very brief top to tease her rock-hard nipple.

Francine noticed the tenting in DeAndre's underwear from his erection. "DeAndre, do I look pretty dressed like this?" she asked, trying hard to focus her red eyes. He appeared stunned. "I only ask because it looks like you are enjoying looking at me, based on what's in your underwear."

Francine beamed a smile at DeAndre that would harden any man's dick. Turning her head to face Steve she spoke softly, effectively ending the video tournament.

"Take them out Steve" she whispered just loud enough for the camera microphone to pick up.

"Take what out?" he asked, knowing exactly what she was referring to, but wanting to really tease her.

"Steeeve...You know!" the horny mother ran her hand up and down her son's thigh as she pleaded to be exposed. Steve continued to twist her nipple roughly, knowing that his mother loved for him to be just a little forceful with her nipples.

"Take them out...my tits." she whispered vulnerably.

By now Steve was squeezing her other tit through the front of her top and showing her no mercy.

"You mean you want me to take your big tits out...right here...on the couch...in front of DeAndre...so he and I can both see them?"

"Yes!" she begged with a look of submission, her eyes going back and forth between Steve's steel hard gaze, the cameras and DeAndre's crazed eyes.

"Okay then." Steve replied as he ran both hands down into the front of her tank top and pulled down, bringing both her big bouncing tits out into the open, squeezing them while DeAndre watched.

"What do think DeAndre? Steve asked his friend, "I believe mom's tits are nicer than any porn stars...don't you?" DeAndre was having trouble speaking, but nodded his head vigorously.

"Mother, I believe that DeAndre and I need a refill on our drinks." Steve commanded as he took his hands away from her chest.

With a look of bewilderment Francine reached down and started to pull up her top before going after their drink refills.

"We've already seen what you have mom. Besides, you lost your shirt in the last Zombie frenzy...remember? You might as well just take that top the rest of the way off and be a topless Hooters waitress for us. Don't you think that would be cool DeAndre?" Steve asked his buddy.

"Uh...yes!" his friend responded, "That sounds fantastic to me as well Mrs. Smith."

Without any indecision, Francine stood up and stuck her chest out with a dazzling smile for the cameras. Steve began shooting a long string of photos as she pulled the tiny top up over her head before throwing it on the floor at the end of the couch by DeAndre. *FLASH* *FLASH* *FLASH* *FLASH* "

As she began to turn and walk to the kitchen, Steve called out. "Mom, just a second."

He reached over and grabbed two ones from the table and handed one to DeAndre. "We want to tip you for the beers. DeAndre you go first."

Francine gathered her courage and walked over to DeAndre, thrusting her hip with the earlier tips tucked into her thong towards him. *FLASH*

"What are you waiting for DeAndre? Go ahead and place it in her thong with the other tips." Steve encouraged his friend as DeAndre carefully threaded the bill down into the side of her thong waist band, staring into her eyes with a look of trepidation. *FLASH*

"My turn." Said Steve with glee, as he handed the camera to DeAndre. "Just point and shoot buddy." He said as he pulled Francine down onto his left leg, her bare back resting against his chest while she faced DeAndre and one of the video cameras. *FLASH*

"Great service." Steve said as he pulled her waistband six inches away from her belly and tucked his tip next to the others. *FLASH* He snapped her thong tight with his hand still inside. *FLASH* *FLASH*

Smiling up at his mom, he reached around and pulled her left knee open to its limit. *FLASH* *FLASH* *FLASH*

Now she faced DeAndre and the video camera, her knees spread obscenely. *FLASH*

Soon Steve's left hand was aggressively attacking her exposed left nipple while his right hand wormed its way further down the front of her thong. *FLASH* *FLASH*

Francine laid her right arm around Steve's shoulder and leaned her head back as she began to dreamily rock her hips gently forward against the onslaught of his hand. *FLASH*

Steve held her knee open with his left hand as his right middle finger dove into her sopping wet pussy, obscured from view by her thong. The sound of her wet pussy being violated by her son's fingers filled the room and was captured by the video cameras. *FLASH* *FLASH* *FLASH*

"Okay, that's all you get for one beer. You'll need to pick up the service to get a bigger tip." Steve said as he slapped his mother's ass and pushed her up off his lap.

"I'll try better Sir!" she smiled as she weakly walked to the kitchen.

While she was in the kitchen fixing their drinks Steve talked to DeAndre. "So buddy, what do you think about this new side of my mom?"

"Oh my God Steve! This is crazy! She looks incredible." DeAndre said with enthusiasm. "She has the most awesome tits I have ever seen."

"Do you want to play with them?" Steve asked with a sly smile. DeAndre looked at his friend like he was crazy.

"WHAT! You can make her to do that?"

"Uh...YEAH!" Steve replied. "I think it's pretty obvious she will do anything I tell her to do. Besides, can't you tell she wants to?"

About that time Francine returned in just her thong and heels with the boys drinks *FLASH* and resumed her spot sitting between them. Steve immediately began to play with the tit closest to him.

Steve spoke up when it appeared that DeAndre couldn't get up the nerve to help himself. "DeAndre, mom's other boob looks awfully lonely. Why don't you help it out" He needed no further encouragement and began to fondle it with both hands, playing with the nipple, his black hands contrasting starkly to Francine's pale boob.

Almost immediately Francine began to gasp heavily. Steve slid his free hand between her legs and began to stroke her pussy through her panties yet again. He looked to his friend. "DeAndre, go ahead and tell my mom what you just said about her." DeAndre's face contorted in embarrassment.

Francine leaned over on the couch and put her arm around her son's young friend. "So, what did you say about me to my son?" she asked, her arm pulling him to her.

"N-n-nothing," he again stammered.

"Please tell me," she purred, yearning to hear a compliment.

"I said you look incredible... and that you have the most awesome tits I have ever seen." the excited teenager blurted out.

She looked down at DeAndre playing with her tit. "Suck it DeAndre." She ordered with a moan.

Francine laid her head back and moaned loudly as he immediately took her big boob in both hands and pushed it into his mouth, working over her hard nub as Steve pulled the crotch of her thong to the side, gaining access to rub Francine's clit. The thong kept snapping back over his hand, impeding his access.

"Stand up for a second mom." Steve directed. DeAndre let loose of the lip lock he had on her nipple and stared as she stood, while Steve reached into the end table drawer by the couch. "I think we need to modify your outfit a bit." He said as he produced a pair of scissors for the drawer.

Francine looked down over her shoulder, watching as her son cut the back end of her thong flush from the waistband. He slapped her hard on the ass with a loud *CRACK*, and then turned her around and cut away the front of her panties to match. Francine stood proudly in just her tall heels and her thong waistband, now stuffed with six one dollar bills.

The beautiful blonde mother, now breathing heavily and going crazy with lust, sat back on the couch between the two teens. With her knees spread wide, the tall heels forcing her legs to lean against the boys, she reached over and began to squeeze Steve's cock through his pants. "Now mother. That feels really good, but please don't forget about my friend."

Francine looked up into Steve's eyes as if in a dream state before reaching over and grabbing hold of DeAndre's crotch with her other hand.

"Oh God," the dark skinned teen gasped, as her hand wrapped around his eight inch cock through his pants.

"Oh God indeed. I plan to worship this big delicious licorice cock, baby," she teased, before looking at her son. "He feels like he might be as big as you Steve."

"Let me help you out here mother so you can do a comparison." Steve said confidently as he pulled Francine's hand away and reached for his own zipper, freeing his rock hard nine inch cock. His mother excitedly grabbed hold of it and began to pump her hand up and down its length.

"Don't leave DeAndre out of the action, Mom" Steve ordered.

Francine stared into the eyes of her son's friend and softly snarled as she smoothly stroked her son's huge cock in her left hand. "Let me have that ebony rod so I can compare it to this ivory one."

DeAndre quickly unzipped his pants and pulled his cock out. With the video cameras facing her DeAndre rubbed her right tit and Steve fingered her soaking wet pussy as Francine inspected the boys thick rod's as she pumped them.

Looking back and forth between the two stiff meat sticks, Francine skillfully studied both teens by placing the heel of her hands at the base of their cocks and laying her hands flat on each prick at the same time. She wrapped her thumbs and pinkies around both shafts, pressing both dicks flat with her middle three fingers until they pointed straight out.

"Hummmm." She contemplated the situation with precision, eyeballing the length of each cock extending past the tip of her middle finger. Both teens assessed the situation to satisfy their own curiosity. They could all three see that while there was a good three inches of dark cock sticking past the end of Francine's dainty right hand. They also saw at least a healthy four or five inches of her son's hard dick extending beyond the tip of her left hand.

"And we have a winner." She announced, allowing Steve's dick to stand up. "It was closer than I thought it would be," she said as she stroked him gently, her breasts moving hypnotically from her efforts. "...but in any case I am one lucky gal to have two such fine dicks at my disposal tonight. She smiled radiantly

Francine laid the back of a knee over each teen's leg, forcing her pussy to unfurl for the cameras as she began to rhythmically stroke the long cocks for several minutes as she looked longingly between them.

"Cut!" called Steve after a few minutes of this foreplay. "Now, I'm going to man my Canon camera while you work on DeAndre, Mom."

Francine kneeled down between DeAndre's legs. "Okay Steve, get your cameras ready and watch as dear old mom takes care of your buddy's cock." *FLASH*

Francine grabbed DeAndre's hard black cock in her left hand and shoved it up against his stomach. She dipped her head and stuffed her nose into the soft skin under his balls and took a big whiff. She let out a little moan and rubbed her lips on the underside of his balls. *FLASH*

His big balls rolled around all over her face, seemingly as if she was trying to balance them on her face. The contrast of the dark testicles on her white face was striking.

"Oh Mrs. Smith, that feels fantastic!"

"Shhhh." She responded. "And Mrs. Smith is much too formal for what I am doing to you right now." she purred back. "Call me Slut."

"What?" he gasped, clearly not able to process what was happening to him.

"You heard me. Call me Slut...and then just watch Steve's nasty cum hungry mommy take care of you." She jacked him off as best she could while continuing to kiss at the underside of his balls. The jerking motion made his balls dance on her sweaty face. She started licking his balls and pretty soon they were soaking wet with her saliva. *FLASH* *FLASH*

Francine stretched the skin on his sack and put a lip lock onto one of his balls. Slowly and gently attempting to suck the big ball into her mouth. *FLASH*

"Oh my goodness Steve, your friend's balls really are huge. I'm not sure they will fit in mommy's slutty little mouth." She breathlessly moaned before going back at it to give it another try. This time, his right ball popped into her mouth as he nervously moved his legs in excitement. *FLASH*

His testicle filled her entire mouth, causing her some difficulty moving her tongue around on the ball while it was in there. She stopped stroking his cock for a few seconds while she figured out how to breathe through her nose. Before long, she was pumping away on his dick again.

Carefully, she pulled her head back until the ball popped out of her mouth. Moving her head to the other side of his crotch, she repeated the whole thing with his left nut. It felt amazing, especially when she hummed a bit and she cradled his fat black testicle on her tongue. The cameras picked up the stunning dissimilarity of her lipstick and his dark wet skin.

"Okay mom...time to get down to the business of acting. Beg him to let you suck his cock...and be sure to look over to the camera every now and then."

Francine smiled and then went into character for the video.

"You've been fantasizing about me haven't you big boy?" she asked, taking nearly all his cock in her mouth and then slowly pulling back until the mushroom shaped top popped out of her mouth.

"Aaaaaaah, yes, I've fantasized about you since the first time I ever saw your photo." he admitted.

"What have you imagined?" she asked, swirling her tongue around his mushroom top.

"Your tits," he groaned, "I have always wanted to see them."

Drawing her tongue back in her mouth, she leaned back and asked, "These?" as she began caressing her nipples. Her firm breasts were now in the face of the anxious teenager.

Smiling coyly, she asked, "So DeAndre, is seeing them enough or would you like to bite them and lick them?"

His eyes never left her breasts as he asked, like a kid at a candy store wanting a treat he is never allowed, "May I?"

"On two conditions," she said.

"Anything," he replied, in a trance, staring at her nipples.

"One, you have got to suck both of my nipples, they're both dying for attention."

"Ooooookay," he said.

"And," she said, cupping her breasts towards his mouth, "You have to talk dirty to me. I want to hear you say nasty things to me while I suck you off. I want to be a cheap fucking cum slut for your cock DeAndre. Make me do nasty things. Be nasty to me...and promise to fuck me like a dirty slut." *FLASH* "For the next little while, I want you to treat me like your own personal big titted slut. I want you to make me drink your cum...make me do nasty things to your cock. Please!"

Clearing his throat and making sure his voice didn't squeak too much, he gave it his best shot. "Alright you horny fucking slut, isn't it about time you sucked this hard cock of mine? I know you want it. You're cunt is probably dripping wet already, isn't it you fucking whore?"

"Uhhhmmmmm. Yes...my little cunt is sopping wet for you. I hunger for your big black cock. Please...make me suck your beautiful black prick." *FLASH* "I am your slut tonight DeAndre."

Francine Smith sucked him like the expert cocksucker she was, bobbing back and forth, taking his whole cock in her mouth while sucking like a porn star. "I'm really looking forward to a tummy full of hot, nasty cum. Would it be all right if when you cum...if you do it in my mouth? Please tell me you want to cum in my mouth?" *FLASH*

"Awww. Fuck." He groaned.

Francine looked up at him in eager anticipation, playing it up as she licked her lips and looked back and forth from his face, to his cock, to the video camera. *FLASH*

She was almost whimpering. She had convinced DeAndre that she hadn't been kidding. She really wanted...no...needed to suck his cum.

The muscular teen grabbed his cock in one hand and gave it a slow stroke right in front of her face. A big dollop of precum oozed out the end and ran slowly down the shaft of his dick. "Lick that up; and make sure you don't waste any." He said, pointing his cock at her mouth.

"Oh, yeah...it will be my pleasure."

Francine Smith dipped her head slowly towards his cock, keeping eye contact as he watched as her lips softly eased over the head of his dick. *FLASH*

She purred like a kitten and was making a low, moaning sound as she sucked on the fat, spongy head, sort of holding half the head of his cock in her mouth while sucking and licking at the same time. *FLASH* *FLASH*

"Do you like that?" she asked, taking his cock in her hand and removing her mouth from his cock just enough so that she could talk.

"Please do it some more." he begged. *FLASH*

Steve Smith walked over to the end table while his Mom was preoccupied with DeAndre and grabbed his half empty beer bottle. After downing the last of the brew, he spoke up. "New Scene Mom."

Francine pulled her lips from DeAndre's black schlong and sat upright. While she sat back on her heels and softly stroked his dick, wet with her saliva, she paid keen attention to her son.

"Up from the couch DeAndre." Steve ordered his friend with a wave of his hand, directing him to stand away from the couch. As DeAndre shuffled carefully yet stiltedly over Francine's legs his cock swung wildly, smacking her in the face with a wet *SPLAT*.

"Watch out with that thing before you put someone's eye out." Francine giggled, swatting his bouncing penis away from her face and standing up.

Steve Smith paused for a moment, holding onto the empty beer bottle while drinking in the sensual beauty of his mother. "What?" she asked with a sunny smile, noticing his intense examination as she stood before him.

"You are just the most incredibly sexy woman on the face of the earth." He remarked. She stood somewhat wobbly from the intense exertion of the past few minutes, perched on her tall stripper heels and attired in only the tiny waistband of her cut off panties. Her skin was shimmering, glistening from the sweat of her intense sexual workout. Even her sultry makeup had taken on a gleaming sheen.
She sensually ran her fingers through her blonde hair, and then shook the thick mane, damp with her own sweat, from side to side to cool off. Her hair settled with a scruffy appearance that was both exciting and erotic.

Steve smiled and reached over to the pile of tip money, grabbing two fives. After handing one of the bill's to DeAndre, Steve motioned for his friend to tip Francine. DeAndre reached the bill over and tucked it into the side of her cutaway panty waist with a huge grin.

"I need you to do a little more to earn this one Mom." Steve announced, looking up at his mother. In her four inch stripper shoes Francine Smith now towered a good six inches over her slightly built son. She often marveled at how even at age eighteen, he had the physical appearance of a young teen. 'No facial hair; no muscles; no height at five foot four.' She smirked to herself, not wanting to ever hurt her son's feelings, 'But he does have a man sized dick.' she thought as she leaned over to engage her son for the cameras.

With the confidence of a grown man, Steve reached his left hand around to cup Francine's neck and pulled her lips to his as she bent at the waist. Her leg muscles flexed erotically as she spread her feet apart to better balance herself, wrapping her arms around his shoulders and holding him tight. Her hard nipples pressed into his chest as their tongue's locked. Steve's hand ran down her sweaty back, coming to rest on the top swell of her inviting bubble butt.

"Ready for your tip?" Stave asked, holding up the crisp five dollar bill. Francine nodded, and then watched curiously as her son folded the bill over several times until it was in a tight compacted shape. "Let's christen this new bill the right way." He said as he placed his right hand on Francine's left shoulder and pressed her to a sitting position against the left hand side arm of the couch.

Francine leaned back and watched passively as her son lifted her right knee and placed it over the arm of the couch. He brought the bill, still tight in his hand, to her spread wide pussy. After rubbing her clit for several seconds with the bill, he pushed the entire bill into Francine's sopping wet pussy. "Uhmmmm." She moaned, flexing her hips and working her internal muscles on the sodden bill.

After several minutes of teasing her engorged clit, Steve reached his fingers in and removed the sopping wet bill. He unfurled the drippy currency and finally inserted it into her makeshift tip belt. "I can't wait to watch you spend that tip at the convenience store or the ice cream shop." Steve grinned. Francine responded by bringing her hands to her aching pussy and teasing her clit.

"That's hot Mom." Steve encouraged her. "Keep that up for the video camera while I get the prop for the next scene.

Francine spent the next minute pleasuring herself for the cameras. Pleasure contorted her face as she rubbed her clit and played with her big breasts mindlessly.

Soon she saw Steve approach, a grin on his face and the empty long neck beer bottle in his hand. DeAndre stood by mutely. Without a word being said Francine knew what was expected of her as she reached her hand out for the bottle.

Both teens looked on as the hot MILF brought the amber glass bottle to her mouth. She locked her eyes on the video camera and began an over the top seduction of the inanimate object. Holding the bottle in both hands, she began to flick her tongue erotically over the opening, occasionally worming her tongue into the open neck.

For five minutes she simulated a blow job, deep throating the clear glass, followed by pulling off and flicking the tip.

Eventually the hot Mom pulled the bottle from her mouth. She played around for a few minutes by pressing the bottle opening down into her pillowy breasts, capturing her hard nipples in the bottle neck and twirling the bottle. She leaned back against the couch back and shimmied her shoulders down as she scooted her ass towards the edge of the couch.

Francine never broke her eye lock with the camera as she settled her back flat on the couch seat, her right knee barley staying on the edge of the couch arm. She lifted her left foot, and set her heavy stripper shoe on the coffee table with a loud *CLACK*

Gravity took hold and dropped her left knee away from her body and towards the floor, opening her pussy to the cameras and the boys view further than Steve had ever seen her spread. Both teens watched in amazement as the beautiful blonde MILF spread her wet pussy lips apart with her left hand and brought the bottle to the opening of her pussy with her right.

The audio from the camera was sensitive enough to pick up the sound of Francine's heavy breathing as she brought the bottle opening closer to her inflamed pussy. As she slowly inserted the bottle a loud, obscene squishing sound filled the room, *SQUISH* followed soon after by a low groan from Francine."Uhhhmmmmmmmmmm."

"Oh man." muttered DeAndre. His vocal intrusion on the moment elicited an arm punch from Steve.

"Shhhh." Steve softly cautioned his friend, realizing the awesomeness of what was probably getting ready to take place.

They both watched as Francine noisily pumped the wet bottle into her pussy. "Oh...FUCK..." she groaned before removing the bottle and inserting it into her mouth. "Uhmmm...damn, that tastes good." She said for the camera before reinserting the bottle once more in her cunt.

*SQUISH* *SQUISH* *SQUISH* *SQUISH* *SQUISH* *SQUISH*

The sound of the bottle violating her wet pussy echoed nosily through the family room so loud that it took Francine totally by surprise. Rather than be embarrassed at the sounds that resembled the passing of gas, the noise seemed to excite her even more.

Steve focused the video camera in tight to capture the oozing of Francine's juices, glistening and running from her pussy down to her asshole.

Steve and DeAndre watched in awe for twenty minutes as the hot Mom aggressively pumped her pussy with the beer bottle until she neared a crescendo.

"Uhmmmmmm...YES...RIGHT THERE..." she cried out loudly as she came once more, this time pumping her pussy with the bottle while rubbing her clit aggressively with the fingers of her other hand.

"Time for some more authentic dick in the picture." Steve grinned as he pushed DeAndre towards his mother's head leaning on the couch arm.

Seeing the motion beside her head, Francine transferred the bottle to her left hand and reached out with her right to pump the young man's dark cock.

Soon DeAndre was overcome by a powerful need to get this first load over with. "Mrs. Smith..." he grunted, "I really need to cum."

"I won't disappoint you." She smiled. With that, she dropped the beer bottle and took a two handed grip on the base of his cock. *FLASH*

She shoved her mouth down hard on the head of his cock and the boys both watched as her cheeks caved in from the suction she was applying.

DeAndre knew it wouldn't take long to cum at this pace. This would be the first time he would ever cum without having to stroke himself off. He stood up straight and watched his nerdy friend's sexy mom suck his cock. *FLASH*

With Francine flailing away on his friend's cock like she was, Steve finally focused his camera past her face and saw that her big tits were swinging back and forth wildly as she pumped his dick to and fro. *FLASH* *FLASH*

He became fixated on her tits and was dying to get a better angle. DeAndre grabbed his cock and pulled out of Francine's mouth with a loud popping sound.

"You need to put that black dick back in my mouth, right now. I need it!" *FLASH*

"There is something I want you to do for me." DeAndre responded.

"Anything, just please let me suck your cock some more."

"Hold your titties while I fuck your face." He commanded. Without giving it a thought and without missing a heartbeat, Francine's hands flew underneath her exposed tits. *FLASH*

"Way to go Mom," Steve said proudly as she sensually lifted her big bobbling tits. She lowered her head to look at her own tits and lifted her eyes to meet the camera. "Do you like my tits DeAndre?"

"Oh yeah. Your big tits are amazing." Francine's face lit up with pride as she held her tits high and proud, one in each hand. *FLASH* Smiling, she lowered her head to start sucking his cock again. *FLASH*

"Steve, you have no idea how much I love your mom sucking my cock." DeAndre smiled, as she released the grip she had on her tits and placed a hand around the shaft of his cock, near the base. *FLASH*

DeAndre started to softly slap her face with his cock. Seeing that she liked it, before too long he was slapping her face pretty hard with it. *FLASH* Every once in a while she would pop the head of his cock into her mouth and give it a loud suck before he would start smacking her face with it again. She rubbed her face all over his cock and kissed up and down the shaft as he randomly slapped her with his dark rod. *FLASH*

Soon her face was soaking wet with a combination of her saliva and the precum that was flowing freely as his cock slid back and forth easily across her well lubricated face. *FLASH*

From time to time, she would use a hand to wrap a death grip on the shaft of his cock and pump it like crazy while she sucked on the head. *FLASH* *FLASH* *FLASH*

Steve caught the action as DeAndre stared in awe watching her huge soft tits wobble and crash around as her hand pumped up and down on his cock. *FLASH* For the most part, Steve just stayed quiet and soaked up the show. It was an immense turn-on to watch his own mother making love to his friend's big black cock.

"I need you to cum for me DeAndre. Will you do that for me? I need to eat your hot cum. I want you to cover my face with your goo. Please cum for me." Francine begged as she turned her head toward Steve and his camera. She pointed the head of DeAndre's dick right at the middle of her face and started jacking him off really hard and really fast, squeezing his dick so hard that it almost hurt the muscular teen. *FLASH* *FLASH* *FLASH* *FLASH* *FLASH*

"It won't be long now you fucking little cum slut. Get ready to eat a big load of hot, juicy black cum. That's it, pump my fuck-stick you horny bitch. You can do better than that! Get your pretty little white slut mouth on the end of my fucking dick and suck it while you jack me off you big titted married cock whore momma."

As much of a rookie as he was, and as funny as Steve found his Tourette's syndrome like dirty talk, DeAndre's foul language seemed to be having the desired effect on Francine as she began going berserk on his cock. *FLASH*

It was almost as if she was in some kind of drug induced state and the only thing that existed in her world right now was the big black cock onto which she had attached a voracious lip-lock. *FLASH* *FLASH*

DeAndre's only regret was that he couldn't really see past the top of her head to take a good look at her big tits and the rest of her tight body. He had to tell himself to be patient and not to worry because there would be lots of time to watch Steve's video later.

His large, youthful balls sent him a signal that they were about to give up the mother lode. Francine removed her hands from his cock and placed one under each of her tits. *FLASH**FLASH* *FLASH*

With just the head of his cock in her mouth, she rammed her tits into his balls and cradled his cock between them. DeAndre leaned over as far as he could and took a big white tit in each hand as Francine placed both of her hands onto his ass and started to suck him off like she was possessed. DeAndre began to tug *FLASH* twist*FLASH* pull *FLASH* and otherwise torture her poor nipples. *FLASH* *FLASH* *FLASH*

The athletic teen was concerned for a moment that he might be hurting her, but the harder he worked them over, the more she moaned and the harder she sucked. "Uhhhhmmmmmmmmmmmm...OH GOD..." *FLASH* *FLASH*

This was it! The time was near. DeAndre could feel hot cum boiling in his loins and looked down at Francine's lips as they stretched over the head of his cock. *FLASH*

"I'm going to cum Mrs. Smith. I'm going to cum in your pretty mouth. I'm going to give you what you want...a big load of hot cum right from my black balls. *FLASH* *FLASH* That's it, suck harder you little cum slut and get ready to taste the biggest cum load you have ever had." *FLASH* *FLASH* *FLASH*

All this dirty talk was getting to DeAndre too and he felt his knees quiver and shake as the cum raced out of his balls, up the long shaft of his cock and then exploded into the mouth of his nerdy friend's sexy mother. *FLASH* *FLASH*

"Uhhmmmmm...Uhmmmmmm...Mmmmmmmmmm." Francine went nuts and started moaning like crazy as her mouth quickly filled to capacity. *FLASH* She was trying to swallow fast enough but couldn't. *FLASH* *FLASH* the sheer volume of cum overwhelmed her. It began to slowly pour from her mouth and flow down his dark cock. *FLASH* *FLASH* *FLASH*

She pulled the head of his cock out of her mouth, gasped and swallowed an overflowing mouthful as fast as she could. *FLASH* *FLASH* as his cock continued to spew load after load all over Francine's face. *FLASH* *FLASH* Before long, her eyes were glued shut and her face was covered in thick, creamy cum as some of it dripped off her face and landed all over her big tits. *FLASH* *FLASH* *FLASH* Francine continued to pump the thick dark shaft of his cock, blindly aiming it right into her mouth. *FLASH* *FLASH*

She finally chugged back another mouthful and then forcefully shoved her mouth over the end of his cock. *FLASH* *FLASH* *FLASH* *FLASH*

DeAndre fired off the few remaining shots into her sucking mouth and slumped back, completely drained and wasted into the chair to watch his friends sexy, cum covered mother. She was sucking so hard her cheeks caved in and she seemed desperate to get everything he had to give. *FLASH* *FLASH* *FLASH*

Even though he was kind of wasted, DeAndre was so turned on that his cock remained rock hard. When it finally became obvious that his cock had finished spewing cum, she started to soften up the force of her suction but seemed very reluctant to take his cock out of her mouth. *FLASH* *FLASH*

Sucking softly now, she took a finger and began scooping cum out of her eyes and off her face. *FLASH* She would scoop up big dollops of chunky cum, wipe her fingers off on the head of his cock and clean it off by sucking it back into her mouth. *FLASH* *FLASH* *FLASH* *FLASH*

Sometimes she would use his cock like a scraper and wipe cum off her face and then lick it off his cock. *FLASH* *FLASH*

Francine had finally cleaned the cum off her eyes to the point she could open them. She was gazing up at her son's friend, softly and gently nursing on the head of his cock. *FLASH*

She removed his cock from her mouth for as long as it took to say, "Thank you for letting me suck your big fat black cock DeAndre!" *FLASH* *FLASH* *FLASH*

As the sexy mom cleaned DeAndre's cock, Steve looked at DeAndre and nodded toward his mother's rear end.

"Get over here Mom." Steve demanded.

Francine quickly crawled over to her son as DeAndre watched bewildered.

"How dare you think you could finish without me, Mother." Steve laughed, pulling his pants down. No instructions were needed as she pulled her son's cock out and took his semi-hard cock in her mouth. DeAndre watched in wonder.

Steve explained, while his cock grew in her mouth, "Before you get any fucked up ideas about being in charge around here because I let you fuck my Mom DeAndre, you need to understand this. Mom is MY slut. She is MY personal fuck-toy DeAndre. She fucks me and whoever I say, right Mom?" Francie nodded her head in agreement as she continued to suck Steve's cock.

"There is nothing better than my mom's beautiful lips wrapped around my cock, right buddy?" Steve asked DeAndre who nodded his head in agreement as Steve added, "Well other than maybe my cock in her pussy feels better."

Steve turned serious for a second. "Mom has never been double penetrated before. She thought you would be the perfect choice to help us make that happen, so I said OK. Plus if you can keep the secret that I am fucking my Mom, you can have her every now and then...if I want to allow it."

"Seriously?" DeAndre asked.

"Am I serious, Mother?"

Taking Steve's cock out of her mouth, she stood up and sauntered seductively to the stunned DeAndre. "DeAndre if you can keep our itty-bitty sinful secret, as far as I am concerned you can put that big black cock of your in me and shoot your cum in my mouth whenever Steve says it is OK. You can fuck my cunt whenever he says it's OK, and you can bury that sweet cock of yours in my ass whenever you want." she said, demurely.

"Fuck him, Mother," Steve ordered.

Francine pushed DeAndre onto the couch and straddled him, lowering her pussy on his erect cock. "So do you think you can keep this a secret?" she asked.

"God, yeeees," he moaned, as her pussy swallowed his cock.

"You can't tell anyone," she said, his cock now fully in her.

"I swear," he whimpered.

"Not ever." she purred.

"Kkkk," he barely got out.

She ground her hips on his cock and added, "Good, because I will do anything for Steve to keep this secret." she leaned over and kissed Steve passionately while she started slowly riding his friend's black shaft.

For a couple of minutes mother and son kissed while she rode his friend, gradually going faster and faster.

As expected, Steve moved around behind his mother and joined in. Francine felt hands on her hips as he ordered, "Hold still, Mom, it's time for your first double penetration."

"Oh Yes...," she moaned as Steve's cock slowly filled her ass. DeAndre watched in voyeuristic awe as his new best friend sodomized his own mother while his own dick rested in her pussy.

"Ride us, Mom" her son ordered. Francine obeyed eagerly, although she was surprised at how awkward it was to move with two cocks buried deep in her. She moved slowly, trying to find a rhythm but after a couple of minutes of awkwardness Steve suggested, "Maybe we should fuck you instead of you fucking us, Mom."

"God, yes," Francine agreed, getting frustrated from the stop and go. Her orgasm was not building, instead becoming an infuriatingly constant tease.

"Hold still, Mother," Steve ordered. She quickly obeyed.

"Are you ready to really fuck my mom, DeAndre?" Steve asked as a big grin on his face.

"Fuck, yes," a growingly confident DeAndre groaned.

"Buck your ass up DeAndre as she slams forward on three ok," Steve instructed. "One, two, three," Steve counted before they thrust into her, her breasts crashing into DeAndre's face as she screamed, the double deepness bringing intense pleasure, "Yes, Fuuuuuuck meeeeeeeee, boooooooys."

In perfect unison, she rose and fell as her son and his athletic friend double penetrated her. When both thrust deep in her, she felt so full that it almost felt like their cocks were touching. Each deep thrust had her making sounds she had never heard escape her before. After only a few deep thrusts, her orgasm which had been simmering, suddenly began quickly rising.

"Don't stop," she whimpered as her orgasm continued its rise to eruption.

"Are you close?" Steve asked.

"OH GOD YES! Sooo close." she answered, as another double thrust riddled her sexual senses.

"I want you to cum for us." DeAndre added, surprising her,

"Harder!" she screamed, knowing the tide was about to crash down on her.

Both teen's added something extra as DeAndre bucked up into her reaching new unexplored depths, Steve slammed into her. As her big tits crashed into DeAndre's face her orgasm hit, one unlike any she had ever felt before.

"Fuuuuuuck...You mother fuckers! I'm cumming."
Both guys continued the hardcore double penetration as she laid her head in exhaustion on the arm of the couch as her orgasm cascaded through her like a waterfall, washing through her, bringing her to a state of euphoria. Watching her come was too much for DeAndre who grunted, "I'm cumming too," as she felt her pussy walls sprayed with cum.

Steve pulled out of her ass, walked around the couch and shoved his cock in her mouth. As he aggressively face fucked her and used her mouth as his cum bank, his balls bounced off her chin. She desperately tried to control her gag reflex as he slammed his dirty cock into her mouth until she was thankful when the grunt and spray followed. He slowed down instantly after shooting his cum in her mouth, allowing her to savor it as she felt DeAndre move out from under her spasaming body.

Pulling out of her mouth, Steve walked over to the remaining pile of money on the table and grabbed it. As Francine lay in an exhausted heap face down on the couch he gently lifted what remained of the elastic waist of her panties and set the money on her bare skin. *SNAP* went the band as he let it go, followed by a loud *CRACK* as he slapped her bare ass.

"I think you definitely earned all of that money Mom...Got any desert for us?" He laughed.