I have been living with my mother for a few years now. I had to move back in to care for her. It's not too bad. She stays up all night and then sleeps until two in the afternoon, but I have gotten used to it. Mom's friends come to visit, and on occasion, some will spend the night. That's when it gets awkward, especially when she sleeps past noon.

Her latest visitor, Sara, came to spend the night so I could take a much-needed break. On this visit, my plans had fallen through, and I ended up spending the evening with her and Mom. However, I did take the opportunity to go to bed early and catch up on some sleep. I also remembered that Sara was an early riser. She would sit in the living room reading until I would wake Mom up.

I woke the next morning to the sound of the shower running and knew I should get up so she wouldn't be sitting alone. I slipped on a pair of pajama bottoms and a shirt so I could start some coffee. I had a cup sitting on the table when she came in.

Sara was a bit surprised to see me so early. She hadn't been expecting anyone to be up, so she came into the kitchen in only her nightgown. Her hair was still wet and dripping down the front of her gown as she brushed it. The fabric was so old and worn that the instant the water dripped onto it, it went sheer. Sara's nipple was now clearly visible. I didn't want to embarrass her, so I said nothing about it. She sat and sipped her coffee while I poured myself a cup, too. I asked her how she handled being alone and if she had other friends that she went to visit.

"Oh, I have been alone most of my life. Even when I was married, I was alone." I never knew she had been married and asked if she missed him.

"Larry? God no. Why would I miss that limp-wristed son-of-a-bitch," she scoffed.

"Larry was a little light in the loafer if you know what I mean. I didn't realize it until after we were married that he liked cock more than cunt. His nickname in school was Light Loafered Larry, for Christ's sake. I thought they were referring to his dancing."

Hearing her words had me in utter shock.

"We had a son, you know. Bobby. He was a good boy until he found out that it was his grandpappy that pumped him into me. After that, he went wild. He had no respect for Larry and even less for me. He got into the bottle and finally drank himself to death."

Sara's hand shook a bit as she tipped her cup back. I only noticed because she's never done that before. She went on with her story.

"The last good fuckin that I got was from my father-in-law a month before he died. That was almost thirty years ago. If I miss anything, it's a big fat cock. Ha! That was probably the only thing that I had in common with my so-called husband. He married me so his father wouldn't cut him out of the will. His dad fucked me out of pity. That and he wanted an heir."

She noticed me glancing down the front of her soaked nightgown. Both of her nipples were clearly visible through the paper-thin material. To my surprise, they had grown erect. In fact, I, too, was sporting wood from her tale. "Pervert! Staring at my titties," Sara laughed.

"Jesus. I wouldn't have thought it possible, but I think I'm getting wet. It must be from thinking about Pappy's big fat cock. God, he could give it to me good. He'd bend me over in the backroom of their store and pound me like a buck on a doe. Pappy would say. 'come to watch how it's done, boy!' whenever Larry accidentally walked in on us."

Sara stood up, saying she should get dressed. She looked down at her seat cushion to see that she had, indeed, left a wet spot.

"Please don't leave on my account. I like talking with you,"

"The truth is, I'm gonna go use the handle of this brush to get myself off," she chuckled.

I leaned back and let my cock poke out the opening of my pajama bottoms. "Please stay. I was enjoying your story."

Sara's eyes went wide as she stared at the log jutting out of my bottoms. She looked me in the face with a lustful gaze, saying, "It's been a while since I've seen one of those. Are you sure your mother won't catch us?"

Sara tossed the seat cushion to the floor. As she knelt on it, she reached for my hand to steady herself. She grabbed my cock with an ear-to-ear smile on her face as she popped her teeth out. "You're gonna love this," she said as she took my cock into her mouth. Sara clamped down on my cock as her head bobbed, sliding my cock through her gums. The whole time she flicked her tongue back and forth along the vein of my cock.

The exquisite sensation of her mouth was interrupted as her hand fumbled under her gown. I asked what she was doing.

"I'm trying to get the handle in my hole," she laughed.

"Well, suck it or fuck it, Sara. I will fuck you later if you want."

She put the brush on the table and fingered herself while she sucked me off. "Fuck, Sara, that's the best head I've ever had."

She kept up the tongue-lashing as she slid my cock in and out of her mouth. Minutes later, I was filling her mouth with cum, which she greedily gulped down.

She came up, wiping her mouth. "Ahh, I've missed that. There's nothing like a spunky manshake in the morning," she laughed.

I helped her to her feet and placed the cushion on the chair for her to sit.

"You finished before I could," she said bluntly as she slid her teeth back into her mouth.

"If you give me a couple of minutes, I am sure you could get me started again."

"Why don't you use this on me?" she handed me her hair brush.

"If you scoot forward on the chair, I will lick you."

Sara shifted in her seat and lifted her nightgown while I got down in front of her. She threw her leg over my shoulder to give me better access to her twat. "Did you shave?' I asked.

"Old gals don't have hair on their lady bits. You know that."

I ducked my head down to her old cooter to give it a sniff. Clean as a spring rain, I thought to myself. I slipped my tongue into her leathery old mit, testing the waters if you will. "Good enough to eat?" Sara asked. I nodded. "Well, get after it!" she commanded. I licked her a few more times through her lips and up to her clit.

Sara rapped me on the head with the handle of her hairbrush. "Here, shove this up there if you're afraid to eat it," she said, handing me the brush. I assured her that I knew what I was doing, but I was having trouble getting reaching it with my tongue. "Bullshit! I think you don't want to do an old gal a solid. And after I sucked you off and everything."

"I'll show you," I said, scooping her up off the chair and setting her on the kitchen table. I pulled my chair up and draped her thighs over my shoulders, dove in head first. I dug my tongue deep into her cunt hole and ran a trail through her slit, swirling the tip on her clit. I flicked her joy buzzer against my teeth as I stuck the handle of her hairbrush into her twat.

Looking up, I saw Sara pinching her nipples as I ate her and fucked her pussy with the brush. "You motherfucker," she growled, grabbing a handful of my hair. She humped my face as she came. I continued to lick her cunt until her orgasm subsided. I lifted my head. "Tastes like old well water, don't it?" she laughed. "Now, how about sticking that fat cock in me?"

"The table won't hold the both of us, but we could move to the sofa. Mom won't be up for hours." Sara hopped off of the table spryly. I was a little surprised that she wasn't as helpless as my mother was, but I would still have to remember to go easy on her so I wouldn't break her hip.

Sara followed me to the living room and took her nightgown off as I pulled a wedge cushion from behind the sofa. "We use it to prop Mom's feet up when they get swollen," I explained. I placed it on the couch near the end of the sofa so Sara could lean over. Sara didn't look half bad for her age. Aside from her wrinkly skin, she had saggy old lady tits. At least her nipples weren't pointing at the floor.

"What's that for? I ain't some old bitty that gonna fracture something from a good ol fuckin. I want to look you in the eye as you split me in half with that giant cock of yours!" she laughed. "Or am I too ugly for you to look at?"

"You look fine. I don't want to hurt you by being on top."

"Fuck that. How do I know you ain't gonna shove it up my ass like my Larry did."

"I promise I won't stick it in your ass. Not unless you ask for it." I chuckled.

"Pervert." Sara joked as she climbed onto the sofa. She pulled her floppy tits over the arm of the couch as she bent over the cushion.

I got behind Sara, spit into my palm, and wiped it onto the tip of my dick. I slowly slid my cock into her pussy. The old adage of a woman's vagina tightening from lack of use is true. Either that, or she's never had anyone as big as me before.

"Ahh, Yes," she moaned.

I pulled out about halfway and dribbled spit onto my shaft before shoving it back into her beaver. I started to pump my cock into Sara. Slowly at first, then with increased vigor, as my confidence in her ability to take it increased. Soon enough, I was giving it to her pretty good. My balls slapped against her as I pounded her pussy.

Sara whimpered quietly, trying not to alert Mom to what we were doing. I kept up a steady pace, making her cum a couple of times. Sara glanced back at me and asked if we could change positions. She threw the cushion aside and lay on her back with one foot hooked over the back of the sofa and her other leg dangling off the edge of the couch. "Get back in there and plow my field," she quipped.

I climbed into position and slammed my dick up her twat. "That's it! Slam me! Do it harder," she said as she bucked her hips to meet mine. Sara hooked her leg around me, digging her heel into my back, grunting like a pig with my every cock stroke. "That's it. Fuck me, Make me squeal, you mother fucker!"

I grabbed one of her saggy tits and sucked its nipple into my mouth as I hammered my cock into the old gal. Having her nipple sucked got her going even more, and she unleashed a string of vulgarities that I'd never heard before. Her groans and profanities grew in volume as she got closer to climax. "Ahh! You fucking, fucker. God, that feeeeels so good!" She called out loud enough to wake the dead.

I clamped my hand over her mouth, "Shhh! You'll wake my mom," I hissed at her.

"Oh, poor little baby worried about his mama catching him. Shut up and fuck me, you whiny little bitch."

I lowered my weight on top of her, taking long strokes into her sloppy slit, thrusting hard at the end of each stroke. "Ugh, Uh, God. Harder! Pound me HARDER!"

I covered her mouth again as I humped away. I couldn't decide which was worse. Her loud, foul mouth, or the whistling through her nose as she breathed.

She clawed at my fingers, "MMM MMM MMM!" She knocked my hand away. "Fucker, I couldn't breathe," she said as she gasped for air. "I ain't gonna enjoy it if I pass out."

I told her to keep quiet.

"Fuck you,"

I stuck my fingers into her mouth and pried her dentures out as I got off of her. Standing over her, I waved my cock in her face. 'Maybe this will keep you quiet," I said as I shoved my cock in between her gums.

Sara sucked my cock into her mouth, moaning as I pinched her nipples. Her head moved forward and back as she slid my cock over her gums, flicking her tongue again. Her eyes lightened, and her demeanor changed. She pulled my cock out of her mouth. "I'll be quiet if you stick this back inside of me," she said.

I climbed back between her legs and started pumping my cock into her, making her queef with every stroke. Sara wrapped her legs around my hips as she pulled me on top of her. "Slam that fat cock in me. That's it! Fuck me gooood," she growled.

Again, her grunts and groans grew louder with each stroke of my cock. "I'm fucking cumming. Ah, you. Ah, gawd dam! MOTHER FUCKER!" she yelled as she climaxed.

I slammed my dick faster, trying to finish before she yelled any louder. I thrust my hips forward, driving my cock deep into cunt, filling it with cum.

"That's it, you motherfucker. Fill my cunt," she said as she wriggled beneath me. Her hips continued to hump until I finished squirting my goop inside of her. Just as I went to kiss Sara, Mom yelled from her room.

"God Dammit Sara, you old slut, KEEP IT DOWN!"