It was a friday night, my parents were out for the night and they didnt trust me home alone so they asked if i could sleep at my friend Anthony's house. His mom agreed.  At around 730 I walked over to his house. 

"Hey tim." said mrs. M.  "Hey Mrs. M, wheres anthony?"  "He is upstairs on the computer"

I walk upstairs to the family room and say hi to anthony.  Anthony suggests we play a video game to waste the time until his mom goes to bed.  We played Madded 06 for about 3 hours until finally his mom said she was goin upstairs and would see us in the morning.  Mrs. M was the hottest mom I'd ever seen, she had nice C cup tits.(i saw the tag of one of her bras once). and she had a nice big ass and also wore thongs. (I had seen them near the laundry room but thats a different story). 

One morning I had seen her walking around with no bra on and i could see her hard nipples through her shirt.  Ever since then I have been fantasizing about her while i masturbated.

At around 12 Anthony put on cinemax and there was a porn on. As we were watchin it i got extrememly hard and put a blanket over me to cover up my hard on.  After about 10 mins Anthony said he was very horny and said he was goin to masturbate.  I said i wasnt too horny so i would wait until later.  Anthony then with a blanket over him, jerked off for 10 mins until he said that he had cummed.  After he came, he turned off the porn and put on Con Air. After about 30 mins i looked over and saw that Anthony was asleep.  I tried waking him up but he was out for the night.  At this point i was extremely horny so i figured that i would go get another pillow and blanket from upstairs then jerk off then go to sleep.  I walked into the kitchen then into the living room then up the stairs quietly. I didnt want to wake up Mrs. M. 

I walked up to the closet and grabbed a pillow and a blanket.  As I was doin this i heard low moans coming from Mrs. M's room.  My cock instantly hardened.  I was so horny and I had to check it out.  I slowly walked over to her door and put my ear up to it.  I now heard her moaning loudly.  I needed to see this.  I slowly opened the door just barely enough to see her on her bed.  The site I saw made my dick the hardest its ever been.  Mrs. M was on her bed naked with her legs spread and 3 fingers in her perfectly shaved cunt and her other hand was caressing her nice tits.  I watched for about 5 minutes until I finally couldnt resist anymore and i pulled out my fully erect 7 inch cock.  My precum was already oozing from the tip of my dick.  I started to stroke my cock as I watched my friends beautiful mom masturbate.

I watched as her fingers went deep into her pussy and as she carressed her hard nipples.  I could see the juices of her pussy on her fingers as they went in and out.  Her moans got louder and louder as she went on.  My strokes got faster and faster.  I felt that I would cum soon.  I kept watchin Mrs. M finger her cunt and rub her clit for about 15 mins.  Then Mrs. M arched her back and fingered her cunt even harder until she let out a big moan and collapsed on her bed.  At this site i came so hard.  The hardest I ever came in my life.  The cum shot all over the door to her room.  I watched as she pulled out her fingers from her pussy, her cum was all over her and her fingers.  Then i watched as she put her fingers by her face and sniffed them.  Then she put all 3 fingers in her mouth and sucked off the juices.  This was by far the hottest thing i've ever seen.  Not wanting to get caught I quickly put my cock back into my pants, picked up the pillow and blankets and went back downstairs.

I went back into the family room and put on the TV thinkin about what i had just seen.  I again got hard so i put on some porn and jerked off again thinkin about what had just happened.  After i came i cleaned it up and went to sleep. 

The next morning Mrs. M woke us up and made us breakfast.  I was still nervous wondering if i would get confronted about what had happened.  After breakfast Anthony went to take a shower and i told Mrs. M that i would walk home now. She said ok.  As i was walking out the door Mrs. M said, "Tim, I hope you enjoyed last night." then she winked at me.  I smiled and said that it was great and i thanked her.  Then i walked out and down the steps and walked home.  I now know that she had noticed me at her door that night.  This just makes me hornier when i jerk off to the thaught of Mrs. M masturbating and her knowing i was there.

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