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Busty blonde mother, Dallas, lived with her nerdy, straight A-student son, Aaron. One evening Aaron told her that he had a made a new friend who was coming over later to study with him. His name was Kyle, and he was a fellow student. He was also a long-haired, groupie-surrounded, tattooed lead-singer of a rock-band. Dallas was surprised on hearing Aaron's news. Her son had always struggled to make friends, and usually only got teased by the cooler guys. Nevertheless, she was very pleased for him. wanting his evening to go well, she decided to make a pizza for him and Kyle. When Kyle himself arrived, he was greeted by Dallas. It was lust at first sight for the young man. The mother wore a short, low-cut dress that gave him a tantalizing view of legs and cleavage and completely took over his thoughts. During his studies with Aaron, he could barely concentrate. At one point, Dallas brought in the pizza she had cooked. She came up close and bent to put the tray on the table. Kyle saw straight down the loose neckline of her top and got another - even better - view of her bountiful cleavage. By now he felt as if he would go crazy if he did not get into her panties very soon. A week passed without any progress for him. In the meantime, Aaron's own fortunes improved; Kyle's influence caused him to completely shed his nerdiness. He had even arranged to go to party with Kyle and a couple of hot girls. His mom was delighted. She was proud at what an attractive and outgoing young man he had become. Smiling brightly in a pretty polka-summer dress, she gave her son a loving hug. A month after Kyle's first visit, he went to wait to meet Aaron at his house. Aaron was not there, but his mom was. She was in her room, just getting up. Kyle happened past her door and peeked in. His breath caught as he undid the cord of her silky robe and let it fall way to reveal her naked body. It was every bit as perfectly shape and toned as Kyle had dreamed it would be. Fascinated, he watched the sexy ritual of the mom putting on her bra, panties and stockings. Finally, after she had donned a short skirt and a tight top, Kyle reluctantly headed back downstairs. Aaron returned shortly after, and Kyle saw talking with him for a while. Then Dallas came in. She told Aaron that his father was due back home that night, and asked if he would go buy his favorite steak for his supper. The only store that sold it was an hour's journey away. Like a good son, Aaron was out in the door in no time. Now Dallas and Kyle were alone. That was as Dallas had intended. She wanted to a serious talk with Kyle. First, she had noticed the way Kyle had been looking her, and had even noticed him spying when she got dressed. Second, she was not sure if Kyle really wanted to be Aaron's friend. She suspected he was using her son for his brains - and because he wanted an excuse to come around be near her. Kyle guiltily admitted that she had hit pretty near the mark. Hearing this, Dallas decided to make a bargain. She loved her son to bits and would do anything for him not to be hurt. Looking Kyle suggestively in the eye, she told him that she would be his 'friend' too if he would continue to be the best of friends to Aaron. If was an irresistible offer. No sooner had he agreed to it than he and his friend's mom were making out right there and then. Kyle started by running his hands up Dallas' legs, feeling their shapeliness beneath the silk of her hose, going all the way up to the bare flesh that showed between tops and the hem of her very short skirt. Soon the mom had removed her top and her bra and exposed her lovely big tits. Kyle buried his face in them, fondled them, licked them and sucked the nipples until they were long and hard. Dallas sighed. It was not the hardest sacrifice to make for her son. In time she got down on her knees and sucked lustily on Kyle's cock. While she licked its head, her hand jerked its shaft. Her passion increased with every moment, and getting breathless as she mouth-fucked the chunk of man-meat with all she had. Afterwards, minus panties, she lay back and parted her legs. She moaned at the top of her lungs as Kyle's fingers played with her pussy lips, rubbed her clit, and probed deep inside of her. The young man had her sopping wet and fuck ready in no time. Eagerly he started taking her in the missionary position - pumping her deep and hard. Dallas made so much noise, and the pair were so caught up each in other that they did not hear Aaron return. He stood in the doorway for a moment, looking on the scene in horrified. Then he was gone. Meanwhile, Dallas and Kyle carried on. Their next position was reverse cowgirl style. Dallas had a great time bouncing herself up and down on Kyle's lap, her body heaving and her big tits shaking as she fucked her hungry pussy on his rigid cock. This was followed with some doggy style action. Kyle gave it to so hard to Dallas that she cried out louder than ever. The young man pounded her with such energy that she her legs and arms could not support her any longer and she ended up laying flat as his cock drove right to her depths. Then there was short hard fuck in the missionary position. The couple kissed, and Kyle pressed Dallas' legs back to get some extra penetration to her. Finally, Kyle pulled out and blasted Dallas' face with his load. He served up plenty of cream that filled her mouth and coated her tongue. Dallas wickedly swallowed it all. Afterwards, both of them were very happy. Kyle had acted out his fantasy of fucking his friend's hot mom; Dallas had ensured that he would continue to be a friend to her son. On top of that, she had enjoyed a great fuck. They still had no idea that Aaron had seen them together. Later, with Kyle gone and Dallas cleaned up, Aaron came in confront her. He was outwardly calm, but inwardly he seethed with jealousy. If Kyle could have his mom, he could have her too. After all, he loved her far more. Bluntly he gave his mom an ultimatum. She could either suck him off and please him, or refuse to do so. In the latter case, he would go and tell his father all about what she had been up to. Dallas felt she did not have much choice but to obey. Getting on with it, she took Aaron’s hand and put it between her legs, then leaned over and took his cock into her mouth. She bobbed her head up and down on it, sucking and stroking with the absolute love that only a mother can provide. It was so enjoyable for her that she soon forgot all about its taboo nature. Before long, Aaron’s cock was rock hard and ready for taking some pussy. Dallas quickly got on to her back and opened her legs to accept her son. In the missionary position, Aaron drove his mother crazy with pleasure as his cock filled and drilled her. Again and again he pumped her hard, shaking her tits and causing her to scream and moan in ecstasy. Mother and son could not get enough of each other. They had another intense fuck in the doggy position - the son slapping his mom’s ass, the mom loving the plunge of her son’s cock and begging for more. Then, all of sudden, Dallas felt a hunger for Aaron‘s cum. Just as he was about to blow his load, she got onto her back and opened her mouth. The young man gave his mother every drop he could summon. It painted her face and flooded her mouth. As before, Dallas swallowed. This time it tasted extra special. How things had changed for her and Aaron. Dallas had fucked his friend, cheated on his father, and committed a taboo act with her own son. Meanwhile, Aaron had gone from a being a hopeless nerd to a cool mother-fucker - in the truest sense of the word.