Billys Mother

Fbailey story number 221


Billy’s Mother

I am fourteen years old and the youngest child in my family. I was what they call a change of life baby. My mother and father are over sixty-five and retired. Most of my five older brothers have children older than me. I am the only child still living at home too. I am in the ninth grade and have a niece in the twelfth grade that calls me ‘Uncle Brian’ whenever she sees me in the halls.

I have a fourteen-year-old best friend called Billy. He is the oldest in his family with two younger sisters that are thirteen and ten. His mother is very pretty and not married any more. My mother is sixty-six-year-old while Billy’s mother is just thirty-three. Hell my youngest brother is thirty-four years old.

We chose to pair up in science class for a project. That Saturday morning I went to Bill’s house to start work on it. His mother made sure that we had drinks, snacks, and that the two girls left us alone. By lunchtime we were finished.

As we ate lunch Billy’s mother asked me if I would like to spend the night. Every Saturday was movie night. Billy said that right after dinner they all get ready for bed and eat popcorn while they watch the movie. That night was ‘chick flick’ night and the next Saturday was going to be ‘action adventure’ night. He assured me that ‘chick flick’ was not all that bad. So I called my mother and it was okay if I wanted to spend the night.

We played around after lunch and let his sisters join us. The thirteen-year-old was Julie and she was kind if cute. She was quite mature for her age and I enjoyed being around her. The ten-year-old was Tina and she really was a little girl. I kept a close eye on Billy’s mother whenever she was around. She was so pretty that she could be a movie star or a model.

Eventually Billy’s mother started dinner and we all offered to help her. We also knew that ‘movie night’ would not be to long off. She let Julie and I help her and sent Billy to look after Tina. Julie and I got to fix a tossed salad while her mother did everything that was hot on the stove. Julie had on a loose top with a scoop neckline and every time that she bent over I could see most of her bra and some of her breasts. Billy’s mother caught me looking down Julie’s top and she just smiled at me. I took that as if she didn’t mind so I kept looking. Julie didn’t even seem to notice.

Dinner was very good and Billy’s mother was a lot better cook than my mother was. She should open up a restaurant. When Billy’s mother sat my desert in front of me I looked down her top to see the swell of her breasts in her bra and she stayed like that for a long time as she smiled at me. After dinner was over she asked me to help her with the dishes while she sent her children up to their rooms to get ready.

Shortly Julie came down to start the popcorn in a hot air popper. I was absolutely amazed to see her in just a skimpy pair of pink panties and a tight white sleeveless T-shirt that clung to her small breasts very nicely. Once again Billy’s mother saw me staring and just smiled when I made eye contact with her. When we were done with the dishes Billy’s mother asked me to unhook her bra for her so that she could go up and change too. I hadn’t ever unhooked a bra before and I didn’t know what to do so she removed her shirt so that I could see the tiny hooks. I just looked at her standing there in just her bra. I looked at her heaving breasts as she breathed. I managed to get the bra hooks undone but her bra stayed on her breasts as she walked out of the room. Soon Billy was down and told me to go up to his bedroom and get ready for movie night. He was just wearing his underwear and I could see the bulge of his privates.

So I walked up the stairs to his bedroom passing his mother’s bedroom on the way. I heard Tina talking to her mother as I walked by and looked in. Tina was just wearing a pair of panties and I could see her slightly budding breasts. Billy’s mother was completely naked and holding her nightgown over her head as she put it on. I stood there looking at her bare breasts and her neatly trimmed pussy. As the nightgown came down over her face she looked directly at me and just smiled. I watched as she shuffled her top to get it over her heaving breasts as I watched. Her gown was transparent and I could see her breasts quite clearly even with them covered up. Then she turned to pick up the matching panties and showed me her bare ass at the same time. She looked right at me as she pulled her transparent panties up her legs and adjusted them into her crotch. When the show as over I went into Billy’s bedroom and removed my clothes.

Billy’s mother was waiting for me to come out in just my underwear. I had a huge erection because of her and she just smiled at me. Then she asked me if I could take care of it by myself or if I would like her to help. I was absolutely speechless so she pushed me back against the wall and got on her knees right there in the hallway. She pulled my underwear down, grabbed a hold of my cock, and then sucked my cock into her warm wet mouth. That was my very first blowjob. Her mouth felt so good that I couldn’t help but cum way too quickly. She sucked my cock clean, kissed the head, and then pulled my underwear back up for me. Then we joined the other kids downstairs. The popcorn was ready, the sodas were poured, and they were just waiting for the okay to start the movie.

Billy and his two sisters lay down on the rug in front of the television on their bellies. Billy’s mother had me sit up on the couch with her. I looked at Tina’s panty covered ass and then I looked at Julie’s panty covered ass. Julie’s ass looked so much better.

I couldn’t believe it when I saw a naked woman on the screen. Then I saw the MA mature rating. I had never seen a movie like that before. It was a romantic love story complete with all of the nudity and sexual action. I watched as the girl on the screen masturbated and then as Julie and Tina masturbated in front of me on the floor. Julie had her hand in her panties and she was really going at it too. I looked over at Billy’s mother and she too had her hand in her panties. As the scene on the screen unfolded Billy’s mother put my hand in her panties and moved my finger to her clit. As the girl in the movie had her orgasm so did Tina, Julie and their mother.

The next scene had a guy and a girl making love.