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Kathy sat that way for a long time, watching his cock swell inside his cut-offs. She wanted to see that lovely, smooth cock-head peek out at her as it had before. The bulge of his swollen cock pressed out, the length outlined.

"Do you like it?" Kathy whispered.

"Yeah, Mother!" Jim grunted, his young body shaking as he stared at the soft curls of her pussy.

"Is it pretty?" Kathy asked in a thickening voice.

"It sure, is, Mother!"

"You've never seen one before, have you?"

Kathy asked.

Jim shook his head, his cock throbbing very hard inside his cut-offs.

"In the bathroom," Kathy whispered. "Was that fun for you, baby? I mean, peeing while I watched, then… you know, pulling your… tossing it off?"

Jim giggled. "Tossing off?"

"Yes, honey," she purred. "Pumping your… jerking it off?"

"Jacking off, Mother?" Jim asked, his eyes hot and bold.

"Oh yes!" Kathy mewled. "Jacking off! Did you enjoy jacking off while I watched you?"

Jim swallowed, nodding his head. His mother's long, slim thighs and hairy cunt made his balls ache. Seeing her sitting there wearing just that sweater, her knees parted just open enough so he could see those dark hairs disappearing beneath her ass, sent his cock almost into spasms.

With her eyes burning on his straining, hidden cock, Kathy whispered throatily, "I love to watch a boy jack off, Jim."

Jim's knees shook.

"I love to see a guy piss, and jack off," Kathy went on, watching her son's obvious desire for her body.

Kathy's cunt throbbed, her juices soaking the cover on her bed. Exposing her cunt was more thrilling than she had fantasized about. She wondered if she was about to come. Her cunt certainly felt like it.

She opened her legs more.

The pink lips of her cunt now showed, glistening with juicy wetness. Her clit peaked up, knotted.

"Take it out!" she hissed. "I want to see your cock!"

Jim's hand jerked at the crotch of his cut-offs. His cock swung free, pointing outward in exciting hardness, the head swollen and smooth. Kathy stared at it, watching a silvery drop of juice fall from his piss-hole.

"Now is it pretty?" she asked huskily, her knees held wide apart. "Can you see it all? Does it give you ideas, Jim? Does seeing this make you want to you know, jack off again?"

Jim nodded, his fist squeezing his cock, making the head bulge so sweetly.

"Rub it, honey," she hissed. "Rub it and look at Mother!"

Jim complied, moving his fist back and forth on his cock.

"Show me your… balls," Kathy whispered. "I want to see your balls, too, Jim."

Jim drew the crotch of his cut-offs aside, and his beautiful, young balls came free. Kathy gasped as she gazed at them. She opened her knees wide, very wide, her ass perched on the very edge of the bed. The pink lips of her cunt were open to her son's eyes, juicy and seeping, making the curves of her succulent ass slippery. Her clit strained outward, throbbing hotly.

Leaning back on one arm, Kathy lifted her right foot and placed it on the bed, leaving the other on the floor. Her legs were very wide apart, and she slowly moved her fingers to her cunt, her eyes burning on her son's pumping fist. Being watched by her son, while he jacked on his cock, sent fire racing through her body. She slipped her fingers through the mass of pussy-hair, then she began to rub two fingers along the sides of her distended clit.

"You do it, too, Mother?" Jim asked, his voice coming in gasps because his fist was jerking faster on his cock.

"Ohhh, all the time!" she moaned softly, sliding a finger downward and dipping it into her cunt, working it in and out, then back up to her inflamed clitoris. "I do it all the time, Jim!"

"Wow, that's… good, Mother!"

"Oh, it is!" she squealed tightly, lifting her crotch upward and twisting her naked hips, two fingers agitating her clit swiftly, then slowing down. "It's wonderful! It feels so good to do this."

Her eyes burned on his beautiful balls, watching them swing back and forth as he jerked his cock.

"You can come closer, darling," she said softly. "You can come in close and look at me. Come on… don't be afraid, baby. I want you in close so you can see everything, so I can see everything."

Jim came in, walking stiffly, still pulling and pushing at his cock. He stood about two feet from his mother, watching her fingers rubbing and feeling that juicy cunt.

"Can you smell me?" she asked. "Can you smell that delicious scent, Jim I love to smell it when it's so hot and wet!"

Jim could, indeed, smell the odor of his mother's hot cunt. It was subtle, clean, exciting. He watched the cunt-juices being whipped up by her fingers.

Kathy wanted to grab her son's swinging balls, hold them and squeeze them, help make him come. She hoped he would squirt that creamy come-juice onto her thighs, maybe on her cunt. She had always wanted to feel a cock gushing onto her cunt and inner thighs for a very long time.

She was exposing her cunt to her son, rubbing her cunt as he watched, and he was jacking off so she could see everything. Her cunt seemed hotter and wetter than when she fantasized, and her fingers made soft, wet sounds as she rubbed up and down on the puffy lips of her pussy.

"Oooo, jack it, Jim!" she moaned, twisting her hips, arching up and down as her fingers danced about the wetness. "Jack that beautiful cock off for Mother! Jerk it… pull it… you have a beautiful, hard, cock, darling!"

The heat grew inside of Kathy, and as it consumed her, she began saying things to her son, things she would not have voiced an hour ago.

"Suck a lovely, hard cock, Jim! Jack off, baby! Jack your beautiful cock off for Mother! Ooooh, watch me play with my pussy! Watch Mother play with her pretty, hairy, wet cunt!"

"Mother, you're beautiful!" Jim gasped. "Tell me!" she hissed. "Tell me how beautiful I am! Tell me how wet my cunt is!"

"It's wet, Mother!" Jim groaned, pumping his cock faster! "You have a pretty pussy and it's so wet! I like your cunt, Mother!"

"Ohhhh, baby!" Kathy sobbed, her eyes slitting as she came. Her cunt contracted about her fingers, her hips jerking. The orgasm burned hotly through her body, her cunt sucking inward with a strong spasm. "Mother's pretty cunt is ohhhh, my cunt is coming, Jim!"

Kathy's fingers agitated her spasming clit furiously, her hips jerking and then pressing at her hand. Her face tightened as she gasped loudly. Jim, his mother came for a long time, but to Kathy it didn't last nearly long enough.

"Mmm, that was good," Kathy purred softly, her eyes still smoldering and slitted. She held her knees up pose and gazed at her son's prick. "Can you think of something… something you'd like to do, honey?"

Jim pounded on his cock furiously, his hips jutting forward, gasping heavily. He stared at his mother's cunt as she drew her fingers up into the soft hair again.

Kathy turned slowly on the bed until she had her feet back on the floor, her knees spread wide. She leaned back, her hands behind her, twisting her hips suggestively. Her cunt continued to throb and pulsate, glistening with wetness.

Jim stepped forward, his eyes burning on his mother's cunt.

"Oh, yes, darling!" Kathy whispered softly as she watched his cock. "I knew you wanted something."

Jim stood between his mother's thighs, gripping his cock very hard, the head bulging outward. He looked down at her hairy cunt. The head of his cock was about an inch from it. Kathy held her breath, waiting for her son thrust, to ran his cock into her cunt.

Jim hesitated.

"Do it!" she hissed. "Do it, Jim!"

Jim placed the head of his cock upon his mother's cunt, and his young body trembled.

Then, suddenly, he stabbed!

"Ohhhh, my God!" Kathy yelped as her son's cock penetrated her cunt. "My God! Oooooh my God!"

Her cunt grabbed his cock, the wet lips clamping around it tightly. Kathy could feel each powerful throb of her son's cock. She felt his hot balls against the crack of her ass. For a long moment, neither moved, but just stared downward, as if they were surprised that his cock was in her pussy.