I was 14 when I entered high school and had two good friends, Dennis and Jerry. Dennis was a bookworm and worked at a local supermarket. He was our source of our "girlie" magazines. Jerry was taller, athletic and more extroverted. He was the source of our "true sex stories." In total, we were three horney friends who thought a lot about pussy, but were not getting much.

My friends didn't come to my house much, but every once in awhile they would come over to do homework and/or bullshit. Mom would usually serve cokes and chips, but mostly ignore them. As I mentioned in an earlier story, my Mom usually wore a halter top and shorts when it was hot and in the desert it was hot thru mid-October at least. She also liked to lay out in the sun in the back yard, sometimes removing her top when she thought she was alone (or with my Dad). I know because sometimes I would arrive home and see her without her knowing it. As I said before she was a little chubby, but had great tits with pinkish brown nipples that turned brown in the summer as she became more tanned. Well on with my story.

One day late in September, we had only a 1/2 day of school and I invited Dennis and Jerry home. When we got home, Mom had obviously forgoten about the 1/2 day and was laying out in the backyard topless and with only a pair of small nylon panties. They didn't have thongs in those days but they were small and transparent enough to allow you to see a dark patch of pussy hair. I had never seen her lay out that way before, but who knows, maybe Dad had come home for "lunch." Mom had not heard us come in and did not know that three sets of eyes were focused on her. We looked for a few more seconds, but didn't want to get caught so we quickly went into my room. Dennis and Jerry didn't know what to say, so I broke the ice and said "She looks great, doesn't she." They agreed, but mostly remained silent. Then I said "She is a really great fuck!" They were shocked, but that broke the ice. They wanted to know how I knew that and I related story about the past summer when I had fucked my mother three times. That opened a torrent of questions: How did it feel? Was she really asleep? Was I going to fuck her again? The answers were: great, I don't know for sure, and yes I hope so. By now all three of us were horney, so we decided to carefully return to the living room for another peek.

She was still in the same position, then I noticed a teltale sign, an empty wine glass on the table next to her. "Maybe she is passed out." I said, "let's go look." We walked outside and she didn't stir. By now my cock was hard and I'm sure that theirs were too. I walked over to her, bent down and touched a tit, nothing. Put both my hands on her tits, still nothing. Rubbed then some, a little sigh. Dennis and Jerry were ten feet or so away looking. I turned to them and said "I'm going to fuck her!" Let go of her tits, moved my hands down, grabbed her panties and slowly pulled them off. She seemed to slightly lift up her ass while I was removing them, but no other movement. I moved her down slightly so her pussy was near the end of the chaise lounge. I carefully spread her legs so Dennis and Jerry would get a good look. Then I got undressed, knelt down at the end of lounge and slowly rubbed my cock on her pussy. I looked over and Dennis was just looking, but Jerry had his cock out and was rubbing it. Slowly I pushed, my mom pushed back and I entered her wet hole. I motioned to my friends to come closer for a better look, they did and were now standing either side of her. By now I was stroking in and out and my mom was responding. I bent down to kiss her nipples and then she opened her eyes and said "Don't your friends want to join you?" Before I could say anything Jerry said "Yea!" and began undressing. Dennis looked at me, I nodded yes and he also began undressing. By now my mind was in a spin, here I was pumping on my mom and my two best friends were getting ready to fuck her. Next thing I knew, Jerry was bending over her and sucking on a tit. She was humping me really hard and moaning loudly. I Thrust as deep as I could and came, as I did I felt her cunt tighten around my cock as she came too!!

She laid back and rested a minute, then took hold of Jerry's cock and put it in her mouth. I was surprised and envious since she had never sucked my cock. By now Dennis was standing by with a huge erection and looking. I pulled my semi-soft cock out of mom and got up. Immediately Dennis got on his knees and shoved his cock all the way into my mom's pussy in one long stroke. (I later learned that she had been his "first piece.") And there I was, watching my two best friends getting fucked and sucked by my mom. I was getting hard again when my mom motioned me to come and beside her. I did and she reached out and grabbed my cock and began to suck it while stroking Jerry's, then she would suck Jerry's and stroke mine. All the while Dennis was thrusting his large cock into her pussy. It didn't take very long before Jerry was spurting cum into mom's mouth, followed by Dennis shooting into her pussy, followed by me just spraying her face and tits in general. After we were all spent, mom looked up and said "I bet you boys are hungry, let's go inside and I'll fix up something to eat."