"So big and hard," Linda moaned, her eyes smoldering as she pumped her fist on his young prick. "So very hard!"

"Mom, what are you gonna do?"

"What am I going to do?" she asked, as if not really hearing him. "I don't know what I'm going to do."

She pulled the fingers between her thighs upward, and Frank watched the pink wetness of his mother's cunt. He thought for sure he was going to come in his mother's hand then and there. His balls became very tight, and he groaned. His hips lifted pushing his cock into her hand as it pressed downward. He wanted to touch his mother's cunt, touch her beautiful tits, feel them. But he wasn't sure what be was supposed to do. He had never seen his mother this way before, and he was almost afraid. What she was doing with his cock felt very good, better than ever before, and he didn't want her to stop.

"SO hard and hot!" Linda whispered, excitement dripping from her voice. "Damn, Frank, your cock is so hard!"

Frank wanted to giggle when he heard his mother say that, but the sound was more like a choke than anything.

Linda let out a squeal, and pounded her tight fist up and down on her son's young cock vigorously, the edge of her hand slapping downward, her palm covering his smoothly swollen prickhead on the upstroke. The seeping juices of his cock smeared her palm, making her fist slippery. She raced her fist up and down, gurgling with hot hunger, her eyes blurring. Her lips were parted and her tongue licked them feverishly.

"You want to come, don't you, Frank?" she purred in a throaty voice. "You need to come, don't you? Do your balls hurt, Frank? Does your cock feel like it's going to burst?"

"Mom!" he gasped, arching his hips upward. "Ohhhh, Mom, that feels so good!"

"Peek at me, will you? Sneak in and watch me undress, will you? You like to see girls, Frank? Do you like to watch girls without their clothes on?"