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I heard the garage door open so I went to work stroking my cock. I heard my mom call my name but I did not answer, I knew that would get her to come upstairs to my room and I was right as I heard her coming up the stairs. I closed my eyes imagining my mom naked as worked my hand up and down faster and faster on my erect prick. Then I heard my mom, "Honey are you..." She didn't finish the question as she stepped into the doorway of my room getting the shock of her life; 'catching' her son jerking off. I opened my eyes to see her standing there with a look of disbelief on her face; I quickly noticed that she didn't leave! My mom stood there for what seemed like hours but it was only 20 or 30 seconds before she spoke. "Matt stop that!" I didn't of course I kept right on going as I could feel my load building up. "Stop that right now!" she said again but not leaving and not turning her head either. "I will...I will mom...give me a minute." I wanted to cum in front of my mom.. I opened my mouth a little bit more and guided her nipple into my mouth. I wasn't sure how hard to suck or what to really do, so I used my tongue to circle her hard nipple and slowly sucked. I could tasted the warm milk hit my mouth but it wasn't as overwhelming as I was expecting. I opened up even more and forced more of Kelly's tit into my mouth. Kelly gave a small moan of approval as she watched me. I enjoyed the feeling more than anything of her soft breast pressed against my mouth and face. I would take it out and lick around the nipple then place it back in my mouth to continue sucking.I was in a bit of an uncomfortable position, hunched over and Kelly noticed. "Why don't you lay down and put your head on my lap. It will be more comfortable that way".I turned myself around and slowly laid my head on her lap. We both let out a little laugh at the situation as I found myself looking up at my wife's good friend from college as her beautiful tits hung in front of me. She leaned.
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