His eyes widened when she pushed his hand aside and reached under the covers. "Jesus Christ!" he hissed.

"Oh, don't be so bashful," she murmured with a smile. "Let me see it."

Jimmy opened his mouth to speak, but nothing came out. If his mother wanted to see his cock, well okay, women were funny sometimes, especially at that time of the month. But after fucking Penny his cock was limp. He was embarrassed to show his mother a soft prick.

"What's the matter, honey?" Judy said bringing her legs onto the bed and stretching out next to the teenager. "Are you frightened of something?" She brushed her lips over his cheek.

"No," he said.

"Then why not show me what you've got?"

"Jesus, Mom, I would, but I don't think… oh, shit!" He hid his face in his hands.

He just jerked off, Judy thought. Oh, damn, he just blew his wad. Aloud she said, "I just want to see it, honey." She kissed his mouth hotly. "It's been so long since you let me see it."

Suddenly he grabbed her and kissed her.

"You can do whatever you want, Mom," he said.

A thrill shot through the horny mother. She would get his prick hard again and finally get what she wanted. "Oh, yes, darling," she breathed, returning his kisses. "And I'll make you feel good, too."

He was naked under the covers. Judy slipped out of her robe and climbed over him. Spreading her legs, she enveloped him with her tits and thighs. Lowering her cunt to his prick, she rubbed up against him.

"Were you jerking off when I walked in before?" she said.

Jimmy thought of Penny and blushed. "Yeah."

Judy nuzzled his neck and thrust her beaver against his limp dick. "That's all right, baby. I feel your cock getting hard again. Oh, baby, I think I want you to fuck me!"

Jimmy winced as she tried taking his still-limp cock into her cunt. "I'll try," he croaked.