"Mom!" Penny yelped, rolling onto her side and covering her mouth with one hand.
Craig had also turned around. At the sight of his girlfriend's mother standing there in the doorway, his cock started to shrink and his heart beat wildly with shock and fright. He didn't know what to expect from the woman, but he was sure that he wasn't going to like it.
He watched, bug-eyed, as Ellen closed the door behind her and advanced toward her panic-stricken young daughter.
"Well, Penny," Ellen said, standing beside the bed, looking down at the girl. "How come you never think to invite me to any of these little get-togethers?" Suddenly laughing at the expression on Penny's face, she bent down, cupped one of her daughter's big tits and kissed her pretty pink nipple.
Penny gasped in surprise, then groaned in delight. Her quick mind realized at once that her mother was more turned-on than angry over what she'd found in the motel room. She squealed in pleasure as Ellen's lips and tongue worked skillfully on her stiff nipple. She raised her hands to fondle her mother's tits through the thin fabric of her blouse. She was excited, but, not surprised to discover that Ellen wasn't wearing a bra.
"Christ!" Craig breathed softly. He was beginning to think that Penny's mother was going to throw a fit after all. His cock was starting to get stiff again. "Un, Mrs. Adams…" he began, but she cut him off with a lewd smile.
"You can call me Ellen. And I'll just call you Craig, if you don't mind." When she'd lifted her mouth from Penny's tits, she'd replaced her lips and tongue with a pair of knowing fingers. "After all, any friend of Penny's is a friend of mine!" While she caressed and kneaded her daughter's tit with one hand, her other hand had strayed down between the girl's thighs and was tickling the cum-soaked lips of her pussy. Penny lay on the edge of the bed, squealing and quivering with joy.
"You mean you're not, uh, mad – Ellen?" Craig stammered.
"Oh, I admit I was a little mad when Howard told me what you two were up to. But on the way over here, I got to thinking that Penny wasn't doing anything that I haven't been doing for years. So what could I be mad about?" She lowered her gaze to his thick hard-on and emitted a wanton chuckle. "Besides, I wanted to find out what kind of cocks my daughter lets fuck her. And now that I've seen yours, Craig, I'm glad I'm here!"
"What does Howard have to do with all this?" Penny suddenly asked. "You mean Howard Rollins, Mom? How'd he know where Craig and I were?"
"Well, uh, Howard and I were talking," Craig told her, looking uncomfortable, "and I guess I sort of got bragging to him." His voice trailed off into an embarrassed silence.
Penny giggled. "I'm surprised you didn't sell tickets!" Still squirming restlessly under Ellen's caressing fingers in her crotch, she looked up at the older woman. "And how did he happen to mention it to you, Mom?"
Ellen strummed her girl's clit with the tip of her thumb and said, "Right after he fucked me, I asked him. He'd already admitted that you and he had fucked each other, and he'd hinted that you were off somewhere with someone else. So I asked him where and he told me."
"Right after he what?" Penny cried. "Fucked you?"
"Yep!" Ellen said, smirking proudly. "On the bathroom floor at home!"
Penny giggled delightedly. "Gosh, Mom! I wish I'd been there to see that!"
"Well, next time, darling, you can be. From now on, there'll be no more sneaking around, keeping things from each other. We'll be completely honest about everything!"
"That's all well and good, Mrs. Adams – uh, Ellen," Craig said. He was running his fist up and own his aching prick shaft. "But if you really came here to get in on some of the action – well, could we sort of – do something?"
Ellen laughed merrily. "Oh, you poor boy! I interrupted you, didn't I! And it looked like you were really gonna fuck Penny here silly, too!"
"Don't feel too sad, Mom!" Penny said. "We'd already fucked, and he's cum twice!"
"Yeah, but…"
"Don't worry, dear. You'll be cumming again soon, I promise!" Ellen told him. "I want that big stiff cock of yours as much as Penny!"
"Oooooh, wow, Mom!" Penny squealed. "Just think, Craig! You can fuck the two of us! Mother and daughter at the same time! Doesn't that sound just yummy?" She reached up and began to play with her mother's tits again. Ellen's nipples were stiff and hard against the front of the blouse.
"Not only that, dear," the horny woman told her. "Craig can also watch a mother and daughter getting it on with each other!"
"Gosh, Mom! You mean it?" Penny sat up, grinning excitedly. "Gee, I've never made it with another girl, but I've always wanted to! Do you swing that way?"
"I haven't in a long time. But now that I've got such a sweet thing like you to play with, I'll sure make up for lost time!"
"I can hardly wait, Mom!" Penny panted hotly. "Hurry up 'n' get undressed!"
"Yeah!" Craig cried. "Let's get this show on the road!"
Laughing at their youthful enthusiasm, Ellen stepped into the center of the room and she began stripping off her clothes. Craig sat on the edge of the bed beside Penny, and they both watched hungrily as the lovely blonde woman exposed herself to them. Craig's prick meat was throbbing painfully as his eyes took in the luscious tits and firmly rounded asscheeks of his girlfriend's mother. She was really an older version of Penny, more voluptuous, more mouth-watering statuesque. He eyed the furry mound of her pussy and felt his prick shiver lustfully.
When she was naked, Ellen joined her daughter and Craig on the edge of the bed, sitting between them. She fondled the boy's cock and balls with one hand and Penny's cunt with the other.
"Christ," she moaned. "I can't remember when I've been this turned on!"
Craig's prick was like a bar of iron from all the horny talk he'd been hearing and from the sight of Ellen's delectable nudity. "Come on, Ellen. I was gonna fuck Penny in the ass, but if she doesn't mind, I think I'd rather try yours on for size!"
"I don't mind at all!" Penny giggled. "I'd love to see that! And I'll lick her ass hole 'n' get it all nice 'n' wet for your big prick! How's that sound, Mom?"
"Ooooohh, Penny!" Ellen moaned, her clit tingling shamelessly as she pictured her daughter's pink tongue slurping into her tight shitter. "If you keep talking like that, I'll cum just from listening to you!"
"Just you wait'll I get my tongue up your ass," the cute teen giggled. "Then we'll really see some comin'."
"Okay!" Craig said, crawling into the center of the huge bed. "I'll lie on my back and Ellen can squat down on my cock. Penny, you get down there between my legs and just lick anything that looks good!"
"Yes, boss!" Ellen laughed. "I like him, honey," she whispered to Penny. "He really knows how to take charge of us girls, doesn't he?"
"I hope so," Penny whispered back. "I spent a lot of time teaching him how!"
Eager to begin her first fuck with her horny teenaged daughter and the girl's big-cocked boyfriend, Ellen crawled over to Craig and she straddled the boy's waist. Her lush asscheeks flared tightly and her stiff-nippled tits brushed across his chest. Penny stretched out face down between Craig's legs and she started licking wetly at his big hairy balls, working her way slowly up along the underside of his thick round prick.
"Sit up straighter, Mom," she said between licks. "When you lean forward that way, your asshole's not at the right angle."
"I'll sit up after you've lapped my ass for me, young lady. Right now. Craig and I wanna kiss. And don't tell your mother how to fuck! She's been doing it since before you were born!"
Craig started to laugh, but the sound was cut off as Ellen lowered her lips down over his and stuck her tongue deeply into his mouth. Penny continued kissing and tonguing his big throbbing prick, then moved up onto the firm, creamy mounds of her mother's asscheeks. She tongued the warm crack of Ellen's ass thoroughly, sliding over the cute puckered hole of her shitter, then curled her tongue into a sharp spear and poked it against Ellen's shivering asshole.
"Mmmmmmmmm," Ellen whimpered into Craig's mouth.
Penny took her time, rolling her tongue all over Ellen's meaty asscheeks, soaking them with her warm saliva. She drilled one long finger into her mother's shit tunnel, wiggled it around, then replaced it with her stiff, fleshy tongue, poking it in as far as she could, tasting the sharp, tangy flavor of the woman's ass. Finally, satisfied that Ellen's asshole was wet and slippery enough to take her boyfriend's massive hard-on, she lifted her face out of her mother's ass crack and gripped Craig's fat cock shaft in one hand. She used her other hand to pry open the snug crease between Ellen's asscheeks.
"I'll hold his cock, Mom," she said, excitement ringing in her voice. "You straighten up and sit down on it. I'll guide it right into that tight ass of yours!"
When Ellen began lowering herself down around Craig's jutting prick meat, Penny rubbed his cock head up and down along the valley between her asscheeks a few time, then centered the bulbous tip of his prick against the stretched opening to her shitter.
"Go on, Ellen!" Ellen whimpered. "It's so big! Shit, honey, it feels like it's tearing me apart! But I love it, dear, I just fuckin' love it!"
"Thatta way, Mom!" Penny cried, urging her on. "It's going in just like a hand into a glove! Real smooth 'n' easy!"
"Oooooooooohhhh!" Ellen moaned, half in pain and half in horny delight, as she felt Craig's enormous cock shaft slithering up into her tight ass. The whole channel of her shitter was burning and spasming as his thick cock meat stretched her narrow shitter.
"Just wait'll you get it all into you, Mom!" Penny assured her with the voice of experience. "Then just give it a minute 'n' it'll start to feel just wonderful! I oughtta know!"
"It feels wonderful now, darling!" Ellen grunted. "God, I've never felt so stuffed full of cock before! Oooooh, Craig, honey, your big prick is just lovely!"
Penny went back to licking and kissing Craig's furry balls, making the boy lunge upward strongly. His lengthy cock pole slid the rest of the way up Ellen's shuddering asshole in one smooth skewering drive.
"Oooooh, Christ!" Ellen cried hotly as she felt the teenager's fat cock fuck up into her taut ass. His wiry crotch hairs were rubbing tightly into her sweaty asscheeks and tickling the wonderfully stretched ring of her asshole. She sat quietly atop his lap, feeling his pulse through the fleshy shaft of his prick.
"How's it feel, Mom?" Penny asked, stroking Ellen's velvety asscheeks and digging her thumbs in around the stretched opening of her shit hole. "Isn't his big cock really a buttstuffer?"
"Ooooooh, it sure is, dear!" Ellen gasped. "Mmmmmm, Craig, lover, I just love the way your huge prick fills me up!"
"Just wait'll you feel it in your pussy, Mom! That'll really drive you up the wall!"
"I can hardly wait, dear," Ellen sighed. "But let the dear boy finish with my ass. I wanna feel all his nice hot jizz shooting up into my bowels. Then he can attend to my cunt!"
"Hey, wait a minute you two!" Craig exclaimed in a panicky voice. "I'm only one man! You tryin' to fuck me to death?"
Ellen's laugh was hornily wicked. "Don't worry, sweetheart. I brought along a nice big dildo and a harness, so Penny and I can take care of each other while you catch your breath. It's in my purse over by the doorway."
Penny glanced over and saw her mother's purse lying on one of the room's arm chairs. She also noticed that the TV set was still on. The cute redhead was still fucking up a storm, this time with a pair of husky studs. She was flat on her back and one of the men was fucking crazily between her twitching thighs. The other man was kneeling beside her head, and she was gobbling down his cock meat hungrily. She still wore the expression of blissful pleasure on her pretty young face.
Penny turned her attention back to her mother's impaled ass. She'd settle for the arrangement she had. Somehow having her own mother here with her made all the difference. She nuzzled her face in between Craig's thighs and sucked on his large balls, pulling one of them into her mouth and rolling her tongue deftly over it.
"Uuuhh!" Craig grunted. "Come on, Ellen! Don't just sit there on my cock. Start fuckin'!"
Instantly. Ellen raised her ass off his lap until just the fat tip of Craig's prick remained inside her clutching shitter. She was thrilled at the thought that her own daughter was just a few inches behind her, able to see clearly every detail of Craig's huge prick shaft boring up into her over-stuffed asshole. And Craig had a perfect view of the pouting cunt slit between her parted legs as she fucked herself on his mammoth cock.
Slowly, she lowered herself, feeling his thick prick meat split her asscheeks. His bloated cock head shoved its way through the snug, clinging channel of her shitter, filling, her ass passage with its stiff swollen hardness. She pumped herself up and down several times, purring and mewling like a happy kitten.
"I've got a great idea!" Penny suddenly cried. "But it's kinda hard to describe."
Craig laughed and said, "Then don't try. Just go ahead and do it!"
Quickly, Penny scampered around until she was kneeling over Craig's head. She reached around her mother's waist to play with her stretched-open asshole and his balls. Leaning forward, she lowered her drooling pussy mound onto Craig's upturned face. Her ass wiggled sluttishly as she rubbed her juicesoaked cunt slit into his mouth.
"Mmmmm," Craig murmured, smacking his lips. He stuck out his tongue and he rolled it over her delicious cunt furrow, moaning at the spicy flavor of her jism as it oozed into his mouth.
Penny squealed and leaned even farther forward. "And I'll suck your cunt for you, Mom," she told Ellen, thrusting her face in between the woman's warm, smooth thighs.
Ellen felt surges of fiery heat pour through both her fuck holes as Penny fingered her tingly, over-stretched asshole and drilled her hot tongue deeply into her spasming pussy. She leaned back a little, giving her daughter's deft young tongue all the room it needed in her foamy cunt. Her asscheeks tightened up around Craig's skewering cock meat as she bounced up and down on his lap.
"Ooooooohhhh!" Ellen wailed. She cupped her own tits as they jiggled heavily on her chest. Her eyes grew soft and dreamy as her ass pumped steadily around that massive slab of cock meat buried up her fluttering shitter. Whatever pain she'd felt at first was completely gone now, replaced by sensations of ecstasy. Her asshole was wet and slippery, and Craig's prick slid back and forth between the snug walls of her shit tunnel with steady ease.
"Aaaaahhh!" she sighed as her daughter's tongue flicked wetly over her stiff clit. "Ooooh, yes, Penny! Lick my clit! Lick it real good, darling!" She began pumping up and down faster and raster on Craig's immense hard-on. It was all Penny could do to keep her tongue inside the woman's excited pussy.
Penny was cooing softly to herself as she felt Craig's wet, fleshy tongue swirling and rubbing all over her dribbling pussy slot. She squirmed her curly-haired crotch against his face, washing it with her hot, oily cum. Suddenly, Craig lifted her cunt off his mouth.
"Penny, go get that dildo your mother said she had in her purse. This time I've got an idea of my own!"
While Penny was gone, Craig sat up and gripped Ellen's shoulders, holding her still on his long, thick cock shaft. "Stop a minute 'n' turn around, Ellen," he told her. "I've got a real nice surprise for you."
Ellen groaned and tried to focus her dazed eyes. She shivered and squealed as he turned her around to face his feet and pulled her backward against his chest. His massive prick was stiff, embedded up her tight ass, and it almost drove her crazy the way it rotated against the slippery walls of her shitter. Craig reached around under her arms and he cupped her fleshy tits in both hands.
"Spread your legs real wide, Ellen," he whispered into her ear. "Penny's gonna fuck you with that dildo you brought along!"
"Uuuuuhh," Ellen whined, her dazzled mind not really understanding what he was saying to her. But she was well aware of that beautiful hunk of prick meat still spearing her in the ass. His cock shaft seemed even bigger in this position. She knew the obscene spectacle of her wide-stretched asshole spasming around Craig's swollen prick rod was in plain sight. And just above that was her wet, drooling pussy hole, gaping hungrily, with her stiff pink clit twitching with whorish excitement.
"Ready or not, here I come!" Penny laughed, getting back onto the bed. In one hand she held the enormous rubber prick. It was ten inches long and fully three inches thick. "Wow!" the lusty teenager cried. "I can hardly wait to try this thing out on myself."
"Later, honey," Craig told her. "Right now you're gonna use it on your mother's tight cunt."
The sight of the mammoth rubber cock, and his words ringing in her ears, made Ellen quiver from head to foot. "Oooooohhhhhh!" she squealed. "My cunt 'n' ass both?"
"Uh-huh," Craig said. "And that's not all. Penny is gonna squat over our heads while she's fucking you with that. And we're both gonna suck her. You can have her pussy, and I'll take her asshole, and we can switch around if you like."
"Anything else, mastermind?" Penny asked.
"Well, you could always suck her tits while you fuck her," Craig said. "How's that sound?"
"Let's get started!" Penny giggled. Swiftly, she climbed into position over their heads, her sleek, creamy ass and drooling, tasty cunt directly above their faces. Ellen swirled her tongue up into her daughter's juice-soaked pussy slit and found it just as savory as any she'd ever licked.
Aiming the fat dude at her mother's open pussy, Penny eased it inside. The woman squealed and heaved her ass. She lifted off Craig's stiff fuck tool, only to feel the fake cock in her daughter's hand sink deeply into her squishy cunt. Penny lowered her face and sucked the tit that Craig presented to her wet mouth.
Craig started humping up and down off the mattress the moment he felt the dildo slithering through the tight channel of Ellen's pussy. He fucked in and out of her buttery asshole as hard and as fast as he could, feeling the snug mouth of her shitter push in and pull out around his thrusting prick meat.
Lifting his head and tilting his face a little, he slurped the flat of his tongue through the crack of Penny's ass. Once he'd located her warm asshole, he stiffened his tongue and began rimming it with the tip. Penny squealed and rolled her ass on his face, then gurgled in pleasure as she felt her mother's nimble tongue wiggling around in her pussy hole.
Penny was getting more pleasure out of having two tongues working on her fuck holes than she would have believed possible. She especially loved the way her mother's pointy tongue tip jabbed away at her throbbing young clit. It sent thrilling spasms of pure rapture up and down her spine. She knew it wouldn't be long before she climaxed all over her mother's face.
But Ellen beat her to it. Almost at once, the ripe-bodied woman started whimpering and bucking crazily, her cunt and asshole shuddering uncontrollably. She arched her back, thrusting her hairy cunt up at the huge dildo, then dropped back down to swallow as much of Craig's immense fuck tool as she could. He kneaded her fat tits in both hands, while Penny went from one to the other with her soft lips and juicy tongue. His prick meat was slashing in and out of her slimy ass, rubbing against the rubber prick. The young girl's hand was drenched all the way to the wrist with her mother's bubbling, squishy pussy cream.
"Aaaaaaahhhh!" she yowled loudly as Craig's cock head began spurting a few seconds later. She was shivering all over with the thrilling delight of her orgasm as she felt the boy's rich, thick jism splashing up into her bowels, drenching her tight, prick-filled shitter with gooey cum. Craig howled and humped his cock up into her flooded asshole, his cock fucking into her with a wet, squishy sound. She felt strands of his cum drooling from the tightly clutching mouth of her asshole.
Penny yanked the rubber dildo from Ellen's streaming pussy and it made the same juicy sound as did Craig's prick meat burrowing into the woman's snug ass. She leaned far over the pair of them, mashing her own sopping cunt down onto her mother's face, and lapped greedily at the cum oozing from between Ellen's pink musky cunt lips. Her tongue drilled inside the woman's juice-filled pussy slit and spooned up the sweet, tasty cum. She gulped it down, smacking her lips at the spicy flavor.
Reaching underneath them, she pulled Craig's limp prick from her mother's asshole, urging Ellen off to one side. Penny gazed down, at his greasy, cum-soaked cock meat with hungry eyes, then she slurped it into her mouth and sucked it clean. Craig groaned as he felt Penny's warm, wet tongue rolling over his shriveled cock shaft.
Then Penny rolled her mother completely off Craig, pushing her face down on the bed. Ellen squirmed her frothy cunt onto the rumpled sheets as she felt her daughter's stiff tongue run up and down the crack of her ass, scooping up Craig's seeping jism as it oozed out of her shiner.
Finally, Ellen and Penny stretched out on either side of Craig, snuggling their warm, sweaty bodies against his. He put his arms around their shoulders and hugged them tightly.
"You just wait 'til I get you home, young lady!" Ellen said to her daughter.
"Why, Mom?" Penny asked, wide-eyed with mock innocence. "What're you gonna do to me?"
"Well, first I'm gonna eat that delicious pussy of yours until it falls off!" Ellen told her with a laugh. "Then you can try 'n' make mine fall off!"