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He blushed furiously and looked toward Jeff. The older boy nodded. "Tell her yes!" he hissed.

"I'll play," Billy blurted.

Judy creamed her panties. It was so easy once you knew how. She was surrounded by young cock and it was, all hers for the afternoon.

"Say you want to suck my big tits."

"I want to suck them, Mom," Jeff said.

"I know you do, honey," she said, her eyes boring into Billy's. "But I want to hear it from Billy. Do you want to suck my nipples, Billy? It makes me very hot to have my nipples sucked. Maybe I'll let both you boys suck them. Billy can suck one and Jeff the other." She turned from one boy to the other. "But first Billy's got to tell me he wants to suck my big pink nipples."

The boy worked his lips but had difficulty forming the words. Finally he spoke. "Jesus, Aunt Judy, I'd love to suck your tits."

Judy released Jeff's hand and moved her hands to her hips. She wiggled her ass and smiled at her nephew.

"Well, if you can't say it, you can't say it." She stared at him until he looked away.

It was fun to be the center of attention. The pre-teen was positively sweating. The bulge in his fly pushed against the denim of his jeans. His eyes remained glued to her tits.

"Have you ever sucked a girl's pussy?" she said.

Billy frowned and shook his head. "No, but a girl once sucked my dick."

She finished unbuttoning her sweater and pulled her shoulders back. "But you're a virgin?"

He nodded and looked down. "Yeah."

"Are you going to break him in, Mom?" Jeff said, his voice excited.

She shrugged. "Why not?"

She slipped out of her skirt and sweater and stood before the boys half-naked. She took a sip of beer and hiccupped. Then with a giggle she unhooked her bra.

With a sultry smile she peeled the flimsy cups away from her tits and tossed the bra into Billy's face.

He was taken by surprise and the garment fell to the floor.

The boy breathed through his mouth as he awkwardly fondled her tits. He kept avoiding her eyes and glancing toward Jeff who was struggling out of his clothes.

With her shoes off, Judy was the same height as her nephew. She kissed him and from his reaction knew he'd never been trenched before.

Now Jeff was stripped and he climbed onto the bed and watched them. "Make him suck your tits, Mom," he said, pumping his cock.

"Get it good and hard, but don't come yet," Judy said to the boy.

She took Billy's head in her hands and guided, it down to her chest. The boy groaned when she shoved a fat pink nipple into his mouth.

"Jeff, watch Billy suck my tits," she cried. Jeff yanked more slowly on his prick as he watched his cousin suction the hard tip of his mother's tit into his mouth.

Judy smiled down at the top of Billy's head and winked at her son. Billy slurped and sucked and licked the pink morsel until her nipple became sore.

"Don't bite it off," she giggled. She guided his head to her other tit. "Now this one."

He sucked her fresh tit into his mouth. His eyes were feverish, and soon both tits were wet with his saliva.

"I like watching you," he grinned, still beating his meat.

"I thought you would," she said. She kissed the underside of Billy's prick and finished undressing. Billy held his prick and watched her.

He gazed at her cunt intently. She realized he'd probably never seen a woman's pussy before.

When she was naked, she approached him. "Did you ever ace your mother naked?"

He shook his head. "No." Eyes lowered, he trembled.

"Don't be scared," she said, crouching before him. She pushed his lap apart and climbed onto the bed. "Your mother's got what I've got. All women do."

With a glance at her son, she lowered her lips to. Billy's cock and closed them around his swollen prick-knob.

There was nothing she liked better than having her mouth stuffed with prick. She loved the taste and the feel and the smell. She loved the taste of his pre-orgasm spunk. She couldn't think of a thing she didn't like about cock.

Billy grunted and twisted his ass on the bed. He was obviously trying to please her.

She slid her lips to the base of his dick. Her mouth was stretched, wide. The trunk of the boy's cock was wider than she had anticipated. What a pleasant surprise.

She stretched her mouth in order to take him all the way into her throat. He wasn't fully hard yet, so it wasn't difficult. He seemed surprised when his cockhead hit the back of her throat. She wondered if he'd lied about being blown.

"Oh, Jesus, Aunt Judy!" he said. His eyes were shut tight and he grimaced with pleasure.

She dragged her lips down his cock and released some of his shaft. She kept her lips tightened around his pole. She knew her lips felt like a cunt to the youngster.

She suddenly thought of Ted. He'd probably laugh if he knew what she was doing. What a slut, he always said when they fucked. Why didn't I find you before Jack did?

And she felt like a slut. A wanton, cock hungry slut. Why not? That's what it was all about. Fucking and sucking.

She wondered if Beth enjoyed sex. Ted claimed she was frigid. Judy didn't believe there was any such thing as frigidity. She thought Ted probably scared her to death on their honeymoon and turned the poor woman off for life.

Actually Beth wasn't bad looking. She had big tits and a round ass. But she dressed like an old lady. She actually tried to hide her tits behind baggy shirts and sweaters.

And now I've got her son's cock in my mouth. She'd croak if she knew.

CHAPTER SEVEN

Judy almost forgot about Jeff in her zeal to give Billy a blow-job he'd never forget. Now she glanced at the boy.

"I haven't forgotten about you, honey."

"I know, Mom. I like watching you suck Billy."

"What does it look like?"

"Like a porno flick."

"Have you ever seen a porno flick?" He grinned.

"Sure."

"There's so much I don't know about you kids," she said with a sigh.

She turned her attention back to Billy. She hefted his balls in her hand. His ball-bag was pink and almost hairless. There was an innocence about his nuts. But then he was only a kid.

She gently caressed his balls and thought about the delicious milk that swelled them. She licked her lips, tempted to suck him off and drink down his fuck juices.

"I think I'll blow you and let you come in my mouth," she said.

His eyes widened. "Honest?"

"Would you like that? It would mean we probably won't be able to fuck."

He didn't hesitate. "I'd love it, Aunt Judy."

"Will you blow me too, Mom?" Jeff said.

"Of course. And I've got a good idea. You can lick my cunt while I blow Billy."

"Oh, fuck, here I go," Jeff muttered as she turned her attention back to Billy.

She pumped the boy's dick and watched his face. She didn't want to bring him off too soon. She wanted him to enjoy it.

She lay on her side facing Billy who was lying on his side. Jeff crouched over her and her legs fell open.

He buried his face between her legs. She was taken by surprise when he rubbed his nose against her cunt.

"Take it easy, baby," she said. "Don't make me come yet."

He licked her cunt-tissues and she leaned closer to Billy and took his prick into her mouth.

She took more and more until his cock-knob tickled her throat and his balls slapped her chin.

She bobbed her head and fucked him with her mouth. She licked his pisser on the out stroke and nibbled on the flared rim under his cockhead.

Billy shuddered and groaned. He wouldn't last long. "Christ!" he yelled.

She licked up the jizz oozing from his piss slit. Jeff ran his tongue up and down her slit. He tried to stick his tongue into her cunt hole. She bucked ha ass and reached down to direct his tongue over her cunt.