Study Night

You take a quick shower before heading upstairs to your bedroom and falling asleep.

The next day your mom reminds you to invite Ellie over to study before you leave for school. At school Ellie doesn't bring up the subject of your mom again and she seems over her hesitation to move in. When you ask if she wanted to come over to study she hesitates and doesn't answer, when you look at her closely she seems to be a bit red in the face. You press her a bit more saying it was your mom's idea that it would be fun to study together. Eventually she agrees to come over and you agree to meet together after school.

You give her a hug when you meet afterschool with some small talk before you start making your way home.

At home your mom was sitting on the couch watching TV "Oh Ellie John, Here you can study in the living room" Standing up she places some pillows on the floor next to the coffee table for the two of you. You were a bit confused at what she was trying to do, but it becomes clear as she sits back down on the couch across the short coffee table where she placed the pillows.

You quickly place your bag on the pillow that wasn't directly across from your mom to effectively claim that spot. You decide to give her some time alone with your mom, it should clear some of her nervousness. "I'll get us some drinks so just relax, you want a drink as well mom?"

She nods and you are gone quickly before Ellie can keep you there. Once in the kitchen you wait a second or two before you crack the door and peek back in. Your mom worked fast as she pulled up her skirt as Ellie was seated next to her, her cock must have been soft because you don't see it standing up in the air. That must have been what they were talking about as you see your Girlfriends hands hesitantly go into her lap, rather quickly she is stroking the full length of your mom's growing cock while her face shows she is amazed at the size of the cock.

Your mom was wearing a button up shirt this time and had easily undone the buttons exposing her breasts she squeezed her breasts as Ellie worked who didn't seem to notice your mom's antics. You were just wondering how they were going to deal with the cum when your mom says something and Ellie stops as your mom hides her cock up her shirt. You realize that it was time for you return so you grab some glasses of juice and leave the kitchen, your Girlfriend wasn't looking nervously at your mom anymore and was instead sending blushing looks at her. Your mom wasn't trying very hard at hiding her cock as you could see the tip poking up between her breasts.

You made a point not to look at your mom more than you needed so Ellie wouldn't think you noticed. After placing the cups on the table. You sat down on the pillow but realized that Ellie would glance at you very often to check if you were watching your mom so you really couldn't look at her. Making a show of being uncomfortable before saying "Sitting this like this hurts." You pick up the pillow and place it on the other side of the table so you can lean back against the couch.

Your Girlfriend must have thought she would no longer have to keep looking up your mom's skirt as she agrees with you moving her own pillow but pausing as the only available spot is between your mom's legs. Your mom even widens her legs a bit more that served two purposes one to give her a better view and the other telling her she wanted her to sit there.

Your Girlfriend sat there and the two of you started studying, it went relatively uninterrupted just your mom leaning to grab her drink every once in a while. Her real goal was that she pressed her breasts against Ellie's head or more importantly the hard cock that was between them.

You had finished your notes for a while now, and judging by Ellie's notes she was done as well. Her eyes were unfocused in a lustful haze, your mom was good you tried to tease Ellie before and she easily deflected or deflated your attempts to turn her on. While you were watching her your mom leaned forward and started whispering in her ear while she gave you a wink showing she was just about to do something.

Your mom got up after whispering something to you Girlfriend and the way she did it was obvious she just dragged her nuts over her head. You followed her out of the corner of your eyes as she vanishes from view, you might not have seen where your mom went but Ellie was looking impatient as she says shortly after "I'm going to use the rest room" and practically ran to the bathroom you got a good view of her pink panties and they were soaked from her arousal.

You were a bit disappointed when you could hear the door lock from here. You were about to see what you could do to get a view when your phone started to ring. Picking it up it was a video call from your mom... So she figured she might lock the door, accepting the call the video is quickly displayed. You saw a short view of your mom's face before she looks over at the door to the bathroom and then casually placing her phone on the floor, the movement was done a way as if she was discarding her phone instead of actually recording.

Your new view comes into focus you see your mom's sack and cock from below as she sits on the edge of the bath tub. Being a video call you can hear what is happening, this reminds you to mute your end so you don't interrupt them.

"Come on, I know you have been wanting to play with it some more" your mom says and her hands beckons your Girlfriend closer. Then your Girlfriend is in the frame now her pink panties have a large wet spot on them without even kneeling down she places her hands on the cock. Your mom continues to speak "So, why aren't you doing this for John?"

Ellie kneels down before she replies her hands rubbing the large cock, in a breathy voice she speaks "Hah~ I don't really know he tries but it just never really clicked until I saw... Your cock, am I doing it right?" From your perspective you can see her panties are now dripping.

"You're doing it just fine, you can squeeze a bit harder if you want to." Her hands on the cock Increases pace a bit, for a while there is no more conversation just your Girlfriends heated breath then your mom speaks again "Stand up and give me your panties" your girlfriend quickly removes them and your mom takes them she holds onto them. "You ever touch yourself?" You highly doubt she did her pussy was incredibly tight looking just a single slit there was quite the bush on her but her **** wetness had the hair pressed flat away from the slit

That was confirmed when she shyly said "No, This is the first time I have felt like this... I almost touched it in the living room but it was embarrassing with John there"

Your mom chuckles "Oh why's that?"

"I don't want him to think I am a slut" her voice tells you that it was true and from the way she was when you saw her she was definitely really holding back.

Your mom almost laughs loudly but that would let you hear it without having a phone so she held back "What do you think he is going to say when he finds out you're going behind his back with his mom?"

Your Girlfriend starts to get loud as she almost start shouting "What why would he find out?" When your mom doesn't answer her you figured she must have made a face as Ellie continues in a pleading voice "No please don't tell him I just... Was curious and wanted to explore this strange feeling I get when I saw it." She was almost crying by the end of her sentence.

Your mom says in a casual tone "Then you just got to make sure I stay satisfied so I don't tell him" Your Girlfriend's pussy started to drip visibly after that. She didn't reply but her hands increased in pace again as she desperately tried to please your mom. But your mom was showing no signs she was going to cum, she reached out and put her hands on Ellie's head gently pulling it towards her cock while she says "Come on, that is not working. I don't expect you to be able to take me in your mouth your first time but you can lick it"

Your Girlfriend started to lick the cock, she went from the bottom to the top then back a few time before your mom speaks again "It's more sensitive on the tip so focus there with your tongue" You watched as she hesitated over the precum but then resumes running her tongue over the tip. Your mom kept giving instructions on how to perform better as she went.

Then she pulls away from the cock and says "We've been here for a while John is probably suspicious" she tries to say

But your mom was having none of it as she sternly says "Don't worry about him, I am right here worry about this" She grabbed her cock and gently slapped it to her cheek "Else I'll go out there and tell him just what exactly you've been doing" Your mom seems to really be getting into it as you spot the glint of her juices sliding down the side of the tub, you feel a bit sad you couldn't see her pussy as well for a side by side comparison.

Your Girlfriend went back to licking the cock and without even being asked tried to take the cock in her mouth, but she was unexperienced and just ended up with her lips around the tip of the cock that didn't fit into her mouth. Your mom seems to have been waiting for that as she shot out the cum into your Girlfriends open mouth without any warning. Her cheeks were puffed out and you saw her throat move as she unconsciously swallowed before she reacted to the sudden release of cum and pulls away causing the cum to cover her face. Your mom took control of her cock as Ellie let go making sure the rest of her load landed on her face or in her hair.

Your Girlfriend has pulled back quickly and opened her mouth but you know that her cum was extremely thick and you can see her throat moving trying to swallow what was there only for it to pull more into her throat. Then the spurt of cum landed on her face causing her to close her mouth and eyes from the unexpected touch on her face. She quickly gave up trying to get the cum out of her mouth and just swallows it, she opened her mouth to take in a breath but your mom's next spurt of cum landed directly in her mouth causing her to cough and swallow another mouth full. Learning her lesson she keeps her mouth closed and tries to wipe her face clear but it is just quickly replaced by your mom.

Eventually it ended and after Ellie cleaned her face the last time she looked down at the floor letting you see her start to cry, you feel a pang of guilt as it was kind of your fault but then your mom reaches out and lifts her chin up "Don't be like that, sweetie... It's your turn after all" She said the first part with a caring voice and the last with a sexy one.

They swap positions quickly and you catch a glimpse of your mom's face pushing into your Girlfriends crotch before the camera is covered by a cock that still has cum dripping from the tip. Your mom seems to have forgotten that you were watching and you can only hear Ellie's pleasured sighs.