Karen's big blue eyes looked up into mine as she shook her head back and forth, causing me to moan. She opened her mouth wider and again made a loud wet gurgling sound.

My eyes rolled back and I released a long groan when I felt her tongue slide out and lick my balls. Karen eased back a couple of inches then took me down to my balls again. She bobbed her head slowly, each time taking me all the way.

When she did it was accompanied by another loud gagging sound and a wave of her spit flowing down my cock and balls. Karen's eyes were watering as she forced herself to continue to deep throat me, but was moaning and her hips were moving even faster.She released me from her mouth and a huge line of thick spit and precum hung from her chin and tongue.

“Oh, yeah," she started pumping my spit soaked cock.

“Bet your prissy little girlfriend never sucked your cock like this.

"I...hell no." I breathed.

“I love gagging on a thick cock," she purred and lifting my cock and holding it to my stomach sucked my balls into her mouth.

“Oh, God, Karen!" I cried out as her tongue swirled around my aching balls.

She switched back and forth, sucking each ball gently into her mouth, and then made a show of licking up all the spit that had been dripping on them. Karen's eyes were glazed over with lust and she was making soft sounds of pleasure as she bathed my balls with her soft wet tongue. I was moaning like an idiot and my knees were trembling as she worked my balls while slowly jerking my cock.

Karen ran her tongue up my shaft and once again took me balls deep into her incredible mouth. This time she wasn't going all the way, but was bobbing her head much faster and stroking my cock, jerking me as she blew me. Her free hand found my balls and lightly ran her nails across them. I whimpered pathetically as my legs shook violently.

Karen stopped sucking and looking up at me, let my cock go and grabbing my hips pulled me into her mouth, then pushed me back. She stopped and taking her meaning I moved my hips back and forth, fucking her incredible mouth. Karen moaned and brought her hands back into play on my cock and balls while I face fucked her.

I was moaning continuously and fighting to hold back, trying to savor every moment of her hot wet mouth and soft tongue. Karen was moaning as loudly as I was and started bobbing her head in time with my hips, driving my cock deeper into her throat. I stared down at her and watched the mind blowing sight of my cock sliding in and out of

Steve's mother's face and at that moment she took me down all the way down and gave my balls a squeeze.

"Oh, fuck!" I yelled as my cock erupted into her mouth.

Karen squealed then made a sloppy gurgling noise as she continued to mover her head, milking my spurting cock. I had to fight not to pull her hair as my cock continued to fill her mouth with what felt like a huge load. Karen took me deep and I moaned at the sight of cum dripping from the corners of her mouth and around my balls.

Karen was making a mixture of moaning; gagging and gurgling noises that added even more pleasure to the act of cumming in her mouth and it was everything I could do not to cut loose and just ram my cock down her throat.

I moaned softly as Karen sucked hard on the tip of my cock, succeeding in milking a few more drops. When she was finished she eased my cock from her mouth then made a show of letting cum drool from her mouth and onto her tits.

As she had before, Karen brought her tits to her mouth and as I watched, licked them clean.

“Now that's how a real woman sucks cock." She told me.

"Oh, goddamn." Unable to help it I started to sink to my knees, but she stopped me by grabbing my still dripping cock.

"You can get on your knees, honey, but in the tub and right between my thighs; time for you to show me how bad you want my pretty pussy."

Karen sat back and putting her hands on the sides of the tub pushed herself up and easing back, sat on the large shelf in the corner. I stood there with my eyes wide and mouth watering as she lifted her legs and stretched them out along the edges of the tub so she was sitting there with her pussy wide open for me. When she reached down and slid her forgers through her moist pussy, my paralysis broke.

I stepped into the warm water and sinking to my knees between her legs, placed my hands on her bare wet thighs and leaning forward sucked on her nipple.

“Hmm, nice." She purred while I made a show of tonguing her pink nub.

“Put your fingers inside me."

I slid my hand across her soft thigh and after rubbing two fingers through her soft wet lips, eased them inside her. I gasped at how hot, wet and tight her pussy was. Karen sighed and letting her head lean back against the wall said, "Go ahead, fuck me with them."

I worked my fingers in and out then placed my thumb on her clit as she had before. She moaned loudly and arched her back forcing more of her tit into my mouth, but a moment later whispered, “Your thumb feels nice, but its not what I want, honey. What I want, what I need is that good Looking face and those big brown eyes looking up at me while you suck on my clit.

I wasn't going to argue with her that was for sure! I slid back further, enjoying the sensation of the still warm water on my cock and lower body. I kissed her stomach, teasing with my tongue and driving myself crazy with anticipation knowing I was seconds away from tasting her. I slid my tongue through her damp blonde pubic hair and spreading her open gently with my free hand gave her clit a soft kiss.

Karen's hips twitched and she let out a sharp breath when I sucked her clit into my mouth and swirled my tongue around it.

“That's, baby, suck that clit, oh, just like that!"