Note: This story was dynamically reformatted for online reading convenience.
 
 FUN WITH THE KIDS

   by The MadHatter

   Chapter 3 - Caught By Mom

   The next afternoon, Barbara was putting some towels away in the linen
closet, when she heard moaning coming from her son's room.  Somewhat
worried, she quickly walked to his half-open door and looked in on him. 
Her eyes widened in shock as she saw her 12-year-old son lying on his bed,
stark naked, rapidly stroking his stiff cock.  Barbara burst into the room.

   "Billy, what the hell do you think you're doing?!?"

   "Mom!"

   Barbara walked over to the bed, standing over her son.

   "Well?  Explain this to me!"

   Billy looked up at his mom, still casually stroking his cock.  He
admired the swell of her breasts, which jutted out above him.  He had
intentionally left his door open, hoping she'd catch him.  Ever since his
night with Sarah, he couldn't stop thinking about sex.  And more and more,
his thoughts had turned to his sexy mom.  He could still remember the day
he had walked in on her getting out of the shower - this image went through
his mind as he looked up at his mom.

   "I was horny, Mom," he said, "so I'm jerking off.  What's the big deal?"

   "What's the big deal?!?" Barbara was in shock.  "You're only 12 years
old!!"

   "So?  It feels good to touch my dick, so I do." Billy paused.  Here was
the moment of truth.  He didn't know how his mom would react, but Billy
figured it was worth the risk to find out.  "If you don't want me stroking
it, I guess you could stroke it for me."

   "Billy!!!"

   His mother stood there, shocked and outraged, unable to speak.  Before
she could compose herself, Billy sat up, taking his hand from his cock, and
grabbed his mother's wrist.  He pulled her hand to his crotch, quickly
wrapping her fingers around his stiff shaft.  Barbara couldn't believe it.
Could this be her little boy's dick she held in her hand?  Then Billy took
her hand and started stroking it up and down.  After a few times, he took
his hand away.  Barbara's hand continued to move up and down her son's
shaft on its own.

   "Damn that feels good, Mom!"

   Barbara couldn't believe what she was doing.  Here she was, stroking her
12-year-old son's cock.  What had come over her?  And yet she couldn't
stop. Unbelievably, she enjoyed the feel of this young cock in her hand.

   "Oh, yeah, that's real nice, Mom," Billy said, his breathing becoming
heavier.  "But I think it'd feel even better if you sucked it."

   Barbara suddenly stopped stroking Billy's cock, but her hand was still
tightly wrapped around it.

   "Billy!  Where'd you learn about things like that?"

   "From Sarah."

   "Sarah?!  Sarah sucked your dick?"

   "Yeah, Mom, the last time she came over and baby-sat.  Me and Justin did
lots of fun stuff with her."

   `That little bitch!' thought Barbara.

   "I've been jerking off pretty much every day since then."

   "I suppose you think about Sarah while you're doing it, don't you?"

   Barbara's hand once more started stroking up and down Billy's prick. 
Her thoughts were slowly turning from anger to intrigue as she imagined her
young son fucking his teenage baby-sitter.  As the idea went through her
mind, it quickly went from intriguing to arousing, and Barbara's hand moved
faster up and down her son's cock.

   "Sometimes.  But mostly I . . .  I fantasize about you, Mom."

   "Me?"

   "Yeah, ever since I saw you naked that one time, I've wanted to see
more. I think you're really sexy, Mom."

   "Even sexier than Sarah?" Barbara asked with a laugh.

   "Oh yeah, a lot sexier.  I'd love it if you sucked me, Mom."

   Without saying another word, Barbara got on her knees next to her son's
bed.  Leaning down, she slipped his cock into her mouth.  Her hair spread
out around her, tickling Billy where it touched his stomach and legs. 
Billy moaned loudly as his mom ran her tongue along his shaft as she sucked
him.  Her hands fondled his balls as her mouth moved up and down on his
shaft.  She would suck just his head, pushing her tongue into his piss
hole, then she'd slide his whole cock into her mouth.

   `God, I can't believe I'm doing this,' Barbara thought.

   But she couldn't deny how turned on she was.  Neil's cock was large
enough that she'd always had trouble taking all of him into her mouth, but
she could easily take all of Billy's young dick, and she loved rubbing her
nose against his stomach as she took all of him into her mouth.  The
smoothness of his balls and pubic area excited her.  She ran her hands
along the rest of his body, enjoying the tight smoothness of his skin.  She
caressed his stomach, his chest, his legs.  Then she slid her hands
underneath him, cupping his tight butt cheeks, squeezing them.

   "Oh Mom, I'm gonna shoot real soon.  Oh, yeah, that feels so good."

   Barbara removed his cock from her mouth.

   "Come on, baby.  Cum in Mommy's mouth.  Let me taste your cum, Billy."

   Barbara ran her tongue along Billy's shaft, then sucked his balls into
her mouth, playfully running her tongue along them as she sucked them
lightly.  This brought a deep groan from Billy's throat.  A wicked smile
came to Barbara's face.  She felt so nasty, sucking her pre-teen son's cock
like this, begging him to cum in her mouth.  She returned his dick to her
mouth, eager to taste his cum.  She sucked hard on his cock, working him
with her lips and tongue.

   "Oh . . .  oh yeah.  I'm cumming, Mom!  OH YEAH, OH YEAH!!!  SUCK ME
MOM, OH OH OH OH!!!!"

   Barbara slid her mouth back until just Billy's head was in her mouth. 
She could feel her pussy tingling as Billy's cum burst from his prick,
filling Barbara's mouth.  She held it all in her mouth until he was done
spurting.  Then she let his cock slip out of her mouth, swirling his cum
around in her mouth.  Then a nasty thought entered her head.  It was
something she'd always wanted to do, but Neil would never agree to do it.
Maybe she could get Billy to do it, though - especially if she didn't tell
him beforehand!!  Smiling wide, but keeping her mouth tightly shut, Barbara
moved up the head of the bed, moving her face close to her son.  Their lips
met in a kiss.  Barbara waited until she felt her son's lips part slightly,
then opened her own mouth, forcing her tongue - and her son's cum - unto
his mouth.

   Billy was in heaven.  His mother and just given him the greatest blowjob
of his life!  He watched as she moved her face towards his, her lips
puckered.  He smiled and kissed her.  Then he felt her mouth open against
his, and suddenly a thick, tangy liquid was sliding out of her mouth and
into his.  It was his cum!  At first he was shocked, but as he tasted the
strange liquid in his mouth, he decided it wasn't that bad.  He pushed his
tongue back at his mom, twisting it around hers.  Their tongues twirled
back and forth in each other's mouths, Billy's cum swishing around in both
their mouths.  Then Barbara broke the kiss, and they both swallowed the cum
in their mouth.

   Barbara smiled down at her son.

   "So what did you think?"

   "That was great, Mom!!" Billy replied enthusiastically.  "It was even
better than Sarah!"

   "What did you think of the kiss afterwards?" Barbara asked hesitantly.

   "That was neat.  It shocked me at first, but once I tasted it, I liked
it.  Do you and Dad do that?"

   "No, we never have," Barbara said with a laugh.  "Even though I've
always wanted to.  I tried to get him to try it once, but he refused.  I
love the taste of cum, and the thought of sharing it with the man I got it
from has always turned me on.  But your father wouldn't try it.  That's why
I didn't tell you, I just did it.  I'm glad you enjoyed it."

   "I sure did.  And now I can say I've done something with you that even
Dad hasn't done!"

   "That's right, Billy.  It'll be our special little sex act."

   "Mom, do you think . . .  could I see you naked?"

   "Sure, honey."

   Barbara hated the idea of cheating on her husband, but she was hot for
her son; really hot.  And she had an idea wandering around in her mind; a
present for her husband.  She hadn't worked out all the details, but she'd
worry about that when she was done with her son.  Standing up, she slowly
unbuttoned her blouse.  Billy's eyes were glued on her as she let it slip
from her shoulders to the floor.  She unbuttoned her jeans, then stopped,
smiling down at her son.

   "Why don't you do the rest, Billy?"

   "Sure!"

   Billy jumped up from the bed, dropping to his knees in front of his mom.
Tentatively, he reached up and grabbed the waist of her jeans, slowly
pulling them over her hips and down her legs.  Barbara stepped out of them,
and Billy tossed them aside.  He slid his hands up her legs, caressing her
skin.  His hands squeezed the tight globes of her ass cheeks.  He couldn't
believe he was about to have sex with his own mother!!  He was about to
pull down her panties, when she stopped him.

   "Why don't you play with Mommy's tits a little, first?" she suggested.

   Barbara sat down on the edge of Billy's bed, reaching around behind her
back and unsnapping her bra.  She slipped it slowly off her firm breasts
and let it fall to the floor.  Billy got between her legs, and started
kissing her flat stomach, working her way up to his mother's breasts.  His
hands squeezed and kneaded her breasts, while his mouth locked around her
right nipple, sucking on it like he was a baby nursing.  He then moved to
the other nipple.  Barbara moaned, running her hands down her son's smooth
back as he suckled her tits.

   "That's right, baby, suck Mommy's tits," she moaned.  "Oh, that feels so
good.  But now I want you to suck my pussy.  Suck Mommy's pussy, baby."

   Billy's mouth left his mother's breast.  Barbara lifted herself off the
bed so that Billy could pull off her panties.  He stared at his mother's
pussy.  He had lost count of the times he'd fantasized about this while
jacking-off, and here it was in front of him.  Her dark bush was neatly
trimmed, her pink lips were already wet with her juices.  Billy slowly
spread her lips apart with his fingers, running his fingers over her lips.
Barbara gasped and jerked when he rubbed a thumb along her clit.  Billy
pushed one finger deep into her pussy, working it around, bringing a deep
moan from his mother.  Then he pulled his finger out and slid it into his
mouth, tasting his mother's pussy juice for the first time.

   "God, you taste good, Mom," Billy said with a smile.

   "Taste all you want, honey."

   Billy bent his head down to his mother's pussy.  He stuck his tongue out
as far as he could, and slowly poked it into his mother's cunt.  He ran his
tongue up and down her pussy, from bottom to top, then pushed it in deeply.
He held his tongue as stiffly as he could, fucking it in and out of his
mother's cunt.  Then he put his lips to her pussy, kissing her nether lips.
He worked his tongue in and out some more, then focused on her clit,
sucking it and teasing it with his tongue.  He pushed two fingers into her
pussy, finger-fucking her while sucking her clit.  Barbara bucked and
writhed on the bed, moaning and gasping.  She ran her hands through her
son's hair, pushing his face harder into her crotch.  Her breathing was
coming faster and faster, and she could feel her stomach muscles clench as
she neared orgasm.

   "Oh, God yes, Billy, yes!  Suck my cunt, suck Mommy's pussy!!  I'm gonna
cum, baby . . .  I'm . . .  oh yes . . .  OH YES!!  MOMMY'S CUMMING,
BABY!!! YES, YES, YES, YES!!!!  MOMMY'S
CCCUUUUUUMMMMMMMMMMIIIIIINNNNNNNNNNNNGGGGG!!!"

   From there Barbara's words turned into incoherent moaning and screaming
as her climax slammed into her body.  Pussy juice flowed into Billy's
mouth, covering his face.  He lapped it up as fast as he could, sucking
madly on his mother's twat.  Barbara's body thrashed around on the bed for
a few more moments, then she let out a deep breath and relaxed, the last
vestiges of her orgasm flowing through her body.

   "How was that, Mom?" Billy asked, looking up from Barbara's pussy.

   "That was absolutely wonderful, honey.  Now why don't you come up here
and give your mother a kiss?"

   Billy stood up, then leaned down over his mother.  He kissed her
passionately on the lips, forcing his tongue into her mouth.  Barbara slid
her tongue around her son's, pushing back until her tongue went into his
mouth.  Then she broke the kiss, kissing and licking his lips and cheeks,
tasting her own juices on her son's face.  She loved the taste of her own
pussy.  It was times like this that she wished she was flexible enough to
go down on herself, so that she could get her juices directly from the
source.  But since she wasn't that flexible, she'd just content herself
with licking them from the face of her lover, whether that lover be her
husband, or her 12-year-old son.  Barbara and Billy kissed again, then
broke off, both of them breathing heavily.

   "So what's next, Mom?" Billy asked with a smile.

   Barbara reached down between their bodies and grabbed hold of Billy's
stiff prick.

   "I think that should be pretty obvious," she said, slowly stroking her
son's cock.

   Barbara spread her legs slightly wider, lying back on the bed while
guiding her son's cock into her wet pussy.  Billy stood back up as his
prick slid easily into the moist folds of his mother's twat.  He slid his
cock all the way into his mother's pussy, enjoying the wet heat of it
around his cock.  He looked down at her lying on the bed, her legs hanging
off the side.  Then he started rocking his hips, sliding his cock in and
out her his mother's pussy with slow, easy strokes.  He smiled brightly as
he fucked his mother.  He couldn't believe it, he simply could not believe
it!  After all the months of fantasizing about it, he was finally sinking
his cock into his mother's hot twat.  It felt even better than he had
imagined it would.  He reached out and grabbed his hold of his mother's
breasts, fondling them as he fucked her.

   Barbara slid her hands down her son's sides to his waist, then slid them
around the small, tight cheeks of his ass, squeezing them tightly and
forcing her son's cock even deeper into her pussy.  She then wrapped her
legs around his waist, holding him tightly against her.  Billy shoved his
cock in as deep as he could, fucking his mother's pussy harder and faster
with each thrust.  He could feel the pressure building in his balls, and
knew that he wouldn't be able to last much longer.

   "Oh God, Mom, I'm gonna cum!" he moaned.

   "Shoot it all over Momma's stomach, Billy!" Barbara replied.

   Billy thrust a few more times, then pulled his cock out, wrapping his
hand around the shaft and pumping rapidly.  It only took a few quick
strokes and he climaxed, spurting a stream of cum onto his mother's
stomach. A second, less powerful spurt landed on his mother's pubic hair.
The third spurt simply dribbled down his shaft.  Barbara ran her hands
through her son's cum, rubbing it into her skin.  Then she brought her
fingers to her mouth and licked them clean.

   "That was great, honey," she told her son.  "I think we've got time for
one more before your father and sister get home, if you think you're up to
it."

   Billy looked down at his dick, which he was still slowly stroking, and
smiled.  His prick was still half-way hard, and he knew it would take no
time at all to get it all the way hard again.

   "I sure am," he said, smiling.  "How do you want to do it this time?"

   "How about I get on top this time?"

   "Sounds good to me!!"

   Billy lay down in the middle of his bed.  Barbara sat next to him,
slowly, lovingly stroking his cock until it was again stiff and ready. 
Then she got on the bed, her knees on each side of Billy's waist, squatting
over top of him.  Taking his prick in her hand, she lowered herself down to
him.  Billy moaned as she ran his head along her pussy lips, before sinking
down all the way onto it.  Then she leaned forward, thrusting her breasts
towards Billy's mouth as she rocked up and down on his cock.  Billy eagerly
brought his mouth to his mother's nipples, going back and forth from one to
the other, licking and sucking them.  Barbara moved her ass rapidly up and
down on Billy's prick.  She could feel her pulse racing as she came closer
and closer to orgasm.

   "Oh, baby, your cock feels so good in Mommy's pussy," Barbara moaned.

   Billy didn't reply; his mouth was too busy on his mother's tits.  He
thrust his hips up at his mother, slamming his cock into her as she dropped
her ass down against him.  He could feel himself getting closer to climax,
and rammed his mother harder and faster the closer he got.  He squeezed his
mother's tits, running his tongue over her nipples.  Then Barbara sat up
straight, placing her hands on Billy's chest.  Squatting over him, she
bounced up and down on his cock.

   "I'm gonna cum, Mom.  I'm gonna . . .  gonna . . .  OH SHIT, OH YEAH,
I'M CUMMMINNNGGG!!!!"

   Billy clenched his butt cheeks as he slammed his cock deep into his
mother's cunt, feeling spurt after spurt of cum shoot into her twat. 
Barbara moaned, slamming herself hard against her son.  A few more thrusts,
and she came as well, shouting and gyrating over top of her son's body. 
Barbara collapsed against her son, breathing heavily as she snuggled
against his chest.  She kissed her son lightly on the cheek.  Billy slid
his arms around his mom, holding her tight as he felt his prick get limp
and soft, sliding out of his mother's pussy.

   "That was wonderful, Billy," Barbara whispered in her son's ear.

   "It sure was!" Billy replied enthusiastically.  "When can we do it
again?"

   Barbara laughed at her son's eagerness.

   "We'll see, honey.  But now we'd better get cleaned up and get dressed
before your sister or your dad gets home."

   And so mother and son cleaned themselves up and put their clothes back
on.  By time Becky returned home from her friend's house, and Neil returned
home from work, it was as if nothing had ever happened.