My best friend, Mike, and I were both 17 and virgins. Both of our hormones were in full flow and all we could talk about was getting laid. Mike’s brother who 1 at the time told both of us that the only girls that don’t have sex are the ones you don’t ask. One day when we were hanging out at my house Mike jokingly said he would like to ask my mom to have sex. He thought she was really hot. And she was. She is 5′ 6″ blonde, 36d-26-36 (I checked her bra) 48 and great body. The thought of Mike doing my mom turned me on. We started to make plans for my mom to be Mike’s first. I started telling Mom that Mike thought she was gorgeous and wanted to take her out. She just laughed and said she was flatered. Mike asked her out a couple of times but she said no. But I noticed that she was flirting with him more and more when he was over at my house. So on a Weeknight I invited Mike over to watch a movie. It was X rated and about an older woman seducing a younger guy. We got my mom to sit and start to watch it with us. I had set up the computer to dial our phone five minutes into the movie. When the phone rang, I got it and said it was my girl friend we were going to go out for a movie. I would be back about midnight. I left. I had left the curtain open and Mike knew I would be watching. The two of them sat together on the couch and I watched from outside. About 10 minutes into the movie, Mike moved closer to mom and she just smiled at him. They started talking while watching the movie. Mike put his arm around her and she just kept talking and watching the movie. They started laughing and playing around on the couch and soon Mike was unbuttoning mom’s blouse. Mike must have been mesmerized because her breasts were pushed up our of her bra and the cleavage was unbelievable. She put her head back and Mike started kissing her breasts. Soon he reached behind her back and popped her bra. Her breasts were full with silver dollar nipples, and hard errect nipples. Mike was having a great time with them, sucking and kissing. As he was kissing her breasts he started to unbutton her jeans. She offered no resistance. It then hit me. Mike was going to score with my mom. He soon slid her jeans off and pulled her panties at the same time. This was the first time I had seen her nude and it was a wonderful sight. Mike pushed her legs apart and begin to lick her pussy. I could hear her moan and Mike obviously was enjoying it. Mom then pushed Mike back and began to undress him. First his shirt and then his jeans. She got on her knees while he was standing nude and started to suck on him and he blasted his first cum into her mouth almost immediately. She then had him lay on his back and she got on top for a wide ride. She was riding him for his full length and her face should that she was on the verge of a great organism. I then heard her screaming for joy as she came the first time. Mike then had her roll on her back and he was soon pumping her again. They both got into a beautiful rhythm and as the pase quickened they both began to scream with another orgasm. They rested for a few minutes and then Mike had mom lean over the couch so he could enter her from the rear. I could not believe how well he was pumping her and she just loved it. Another load pumped into her. She then had him sit on a chair and she mounted him facing him. He played with her gorgeous breasts while she worked herself into a frenzy. I heard more moans and shouts as she came again. After some kisses and hugs Mike left to go home. When I went in the house, I asked mom if she had a nice time and she said that she did have fun. She also said she might go on a date with Mike–would that bother me. I said no. I hope they have fun. And believe me they had fun. Mike stayed over at our house most weekends until he went to college and the moans were frequent and lasted all night from mom’s room. I imagined many a night that it was me that was in there with her.