Mom cried out when Ben lowered his head and sucked her right nipple into his mouth. He sucked and licked his mother's tit the way he had returned her kiss, lustfully. Mom moaned and shoved her breast deeper into his mouth.

Ben switched to her other nipple, while sliding his hands beneath hers and squeezing her breasts. They were soft, yet firm, and he was amazed at how heavy they were.

"Yes!" Mom groaned, "Suck that fucking tit!"

Her words sent a surge through his aching cock and he thrust his hips, pressing his trapped erection into her.

Mom swung herself off him, pulling her breast away. Ben leaned forward, intent on recapturing his mother's gorgeous tits. He stopped when mom whipped the sheet off of him, exposing his cock.

"Oh, look at how hard you are for your mother!"

Ben moaned when she grabbed his cock and pumped him. He could feel himself throbbing in her hand and he swore his cock seemed bigger than usual. He gasped when she spit onto the tip of his cock and smeared it on his shaft.

"Oh, fuck," he sighed as his mother's hand glided along his now slick shaft.

"So big," Mom breathed, her tits heaving and her face flushed with excitement.

"So fucking hard."

Her brown eyes were wide and burning with lust. Licking her lips, she whispered, "I have to have it in my mouth."

With no hesitation, mom lowered her head and took him deep into her mouth.

“Oh, my God, Oh my God!" Ben moaned as his mother bobbed her head in his lap.

Her soft red coated lips slid along his shaft, and her wet tongue flicked around the purple head of his cock. When she reached the top.

Mom moaned around him as if sucking him were the greatest thing she'd ever felt.

Her dark hair had spilled across her face, and Ben gently pushed it to the side, and held it there. Mom's eyes were closed and there was a look of pure bliss on her face as she worked her son's cock in and out of her hot wet mouth.

Ben moaned at not just how good she felt, but the nasty loud wet gagging sounds she was now making. He leaned back against the pillows, moaning and staring in shock as his mother gobbled his cock like a damn porn star.

She was kneeling next to him, hunched over with her head in his lap with her night gown pushed down to her waist. Ben had never seen anything sexier and when she added her hands, cupping his balls while stroking him, his hips jerked.

His cock thrust hard into her mouth and mom once again groaned as if she were gaining sexual pleasure just from sucking him. Ben slid his hand through her hair and down her soft smooth back.

He grabbed the nightgown and pulled it over her hips. She was now completely naked other than the band of blue material around her waist and his eyes roamed lustfully over her body. He slipped his hand down past the nightgown and stroked her ass, cupping her cheek before dealing her a sharp little slap.

She purred around his cock, but continued sucking. Mom was gagging and drooling and he could feel her spit sliding down his shaft and dripping onto his balls.

She was bobbing her head violently, as if her Lust had driven her to the point she was attacking it as much as sucking it. Her face was red and her eyes watering from pounding his cock down her throat.

Mom was sucking him to the point she seemed out of control and he loved it! Ben had never seen this level of lust or passion before, not even in the porn he watched. He worked his hand in between the cheeks of her ass and slid it through to her pussy.

Holy shit, she was wet! His fingers glided through her soft moist lips and she cried out around him when he boldly plunged two fingers into her. Bold was the word. This was his mother!

"Put another one in," she gasped breathlessly around his cock, "Get your mother's wet fucking cunt ready for her boy's big fucking dick!"