"I, um..." As excited as I was I was finding it difficult to tell her I would love for her to return the favor.

"No answer?" she winked, "Okay, how about I just guess?"

Slipping off my lap, she pushed me back onto my elbows and lowering her head took my cock deep into her mouth.

"Oh, fuck!" I exclaimed as her warm wet mouth engulfed my throbbing cock.

Keeping her hands on my thighs, Melanie started bobbing her head taking my entire length down her throat. I moaned like an idiot as I watched my best friend's mother devour my cock right down to the balls. Melanie was moaning each time she took it down and her eyes were closed as if having my cock in her mouth was sheer bliss.

She sank down to her knees and reaching between my legs, began lightly caressing my balls.

"Oh, man." I panted, "Oh my God that feels good!"

Sliding my cock from her mouth with a wet sucking sound, she laughed,

"It's supposed to!"

Grabbing my cock she made a show of rubbing my dripping tip along her cheek, "How's it look Phil? How's your nice big dick look against my face?"

“Damn good."

"Feels good too." She quickly sucked the tip into her mouth and released it with a loud smacking sound.

"Tastes even better."

Running her tongue down the length of my shaft, she asked, “Think about this Phil? You think about these lips wrapped around your cock?

You dream about cumming in my mouth?"

"Yes." I whimpered as she ducked her head and swirled her tongue around my balls.

"I love it!" she purred. Pausing to run her tongue along my balls again she moaned, "I've been thinking of you baby, I know you look,

I've always known and the last few months this is all I've thought of, sucking and fucking this nice hard young cock."

"You...you did?" I moaned the words as she started teasing the tip of her tongue along the sensitive edges of the head of my dick.

"Damn straight I did. Not very fair; a good looking boy like you in front of a lonely horny woman like me." She gave my cock a kiss and winked, "But I think I have better things to do with my mouth besides talk, no?"

“Oh, yeah." I nodded.

Melanie laughed, then raising up on her knees, leaned forward and wrapping her huge tits around my cock, took just the head into her mouth. I groaned as she started bouncing up and down, sliding my cock between her soft tits. She was swirling her tongue around the head of my cock, but not sucking, and it was teasing the shit out of me.

I started pumping my hips, causing my cock to push deeper into her mouth and lifting her mouth from my aching purple head, she nodded,

"Go ahead, baby, fuck my mouth!"

She wrapped her lips back around my head and remained still. Taking my cue, I began thrusting my hips harder than before. Melanie moaned as my cock shoved deeper into her mouth and she pressed her tits tighter around my thrusting cock. Her eyes were open this time and as she stared into mine, a surreal feeling came over me. Was I really sitting here naked fucking Joe's mom's tits?