His step-mother had the most beautiful body he had ever seen. It was lushly voluptuous. Her tits were as big as melons. He had always wanted to see them in the flesh, to touch and lick them like he was doing now.

They both fell back on the bed. She couldn't take her eyes off his cock. She held it in her hand, the mushroom-shaped cockhead swelling up in her hand. With her other hand she cupped his balls, feeling their cum-filled weight.

His pubic hairs were the same golden color. There weren't many of them, and his balls were virtually hairless, but this only excited her more. Bill's body was so hairy but his dong was like a thimble compared to his son's!

"If you keep touching me like that I'm going to cum," he said thickly.

"There's plenty more if you do," she said. "I bet a teen like you can cum four or five times in a row."

He giggled. "Sometimes I jerk off three or four times in a row."

"Thinking of me?" she asked stroking his cock, his watery juices smearing her palm and fingers, lubricating, her fisting.

"Yes," he said, gasping for breath, beginning to writhe as the cock sensations overwhelmed his entire body.

"I never thought for a moment we would be doing this," she whispered, his hand wildly massaging her tits. She loved the way he was squirming on the bed.

"I want to make you happy," he choked, throwing his head back and squealing like a little girl.

"You will," she said, jerking him off faster and faster, his cock thickening in her hand. "We'll both make each other very happy, Mat… so very happy…"

"Shit, I'm going to shoot… ohhh Jesus. Jesus."

He arched his back and cried out. His cock exploded between her fingers, sending out a high arc of jism, spilling on the teen's chest, belly and thighs.

"Jeez!" he howled. He looked down at himself and watched his spewing cock dance in his step-mother's hand. His semen was oozing down over her knuckles and he could feel it being smeared over his prick.