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I knew that I was making noise by rubbing my elbow against the sheet and my breathing was hard, however Mom never opened her eyes or acknowledged me. I did see her sliding her hand up her legs and slowly ease it toward her pussy. Then I saw Mom start to wiggle her finger around at the top of her slit. I was as silent as possible when I sat up and leaned in closer for a better view. Mom never appeared to notice me. Soon Mom was wiggling her body, her nipples got really hard, and she started to pant in quick puffs. She whispered my name and then Mom’s finger went berserk, her body went stiff, and she let out a deep breath of air. Her finger went perfectly still.I asked, “Was it good?”Mom’s eyes flew open, she looked right at me and asked, “You saw that?”I laughed and said, “I’m only two feet away.”Then Mom’s eyes focused on me. She said, “It’s not as dark in here as I had hoped.”I asked, “Did you know that I was jerking off while looking at you?”Mom smiled and said, “I knew that you. I'm feeling prettyblue about Dad, and I'd really like to have somebody hold me." She backedover to me as she said this, and I put my arm over her. She snuggled up close against me, her big soft ass pressing right againstmy cock, which was already hard. I tried to draw back so she wouldn'tnotice, but she moved right with me. She put her hand over mine andsqueezed it. "That's better. It feels really good to be lying close toyou, honey." "Yeah, Mom, it feels good to me too." She sort of laughed and said, "I could tell that." After a few moments ofsilence, while my cock was twitching uncontrollably in the crack of hernightie-covered ass, she said softly, "It's sort of flattering that myteen-aged son could be aroused by his old fat mother." "You're not old and you're not fat," I said, giving her a firm hug. "Ithink you're beautiful." She actually was 43 and somewhat overweight, buther curves were very well proportioned, just the way I like women. "Why, thank you, honey! I really.
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