Dillons Mommy Ch 03

Letter from the author: This story contains elements of Female domination, cuckolding and humiliation of a mother to her son. It is story of fiction and fantasy, not real life. If you don't like that, please move on to another story.

I have never received so much positive feedback and so many requests to continue on a story as I did for the first chapter of this one. I hope I don't disappoint with this chapter. I hope all of you that enjoyed chapter 1 enjoy this one as well.

Goamz86

*****

Dillon was so jealous. Levi was getting everything he ever wanted. Dillon watched as his sexy voluptuous mother rode Levi's cock like a jockey in the Kentucky Derby. Levi lying on his back on her bed and Grace was in the cowgirl position, facing Levi.

"Oh I love your big, thick, hard, young cock." She told Levi. "I could fuck you all night."

"I could fuck you all night too." Levi responded.

They both knew that couldn't happen. Kendal would only be gone for a couple more hours. Since Kendal moved in, Grace had been relentless in teasing Levi whenever she got a moment alone with him, grabbing his crotch or rubbing her big fat glorious tits on him. She even flashed him those tits a couple times when Kendal had her back to her and Levi was facing her. She would whisper in his ear during their secret moments about how she was going to fuck him silly the first chance she got.

It had been a couple weeks since the three of them had their nasty little rendezvous while Dillon watched. Grace had arranged this meeting a few days ago when Kendal told her she would be working this evening. Levi was all too happy to comply. He had been dreaming of fucking Grace ever since their tryst.

"You are so fucking hot." Levi told Grace as he watched her ride him and he mauled her huge tits.

"Hotter than your little Kendal?" Grace inquired.

"So much hotter." Levi replied.

Those words thrilled Grace. The fact that this young man with the hot young tight bodied girlfriend found her hotter, made her shiver with excitement. She began bouncing harder and faster on his cock.

"Tell me again." She demanded. "Tell me I'm sexier than your little slut, Kendal."

"You are sexier than Kendal!" Levi screamed as his cock throbbed in her steamy fuck hole.

This continued for a few minutes until Grace got a bit winded. She slowed and began to just grind her hips into Levi's steel hard shaft. Dillon looked on in amazement and with envy. His dick was so hard he was worried it might pop. He was naked on the chair next to his mother's bed. Grace had let him out of his cock cage earlier, but warned him not to touch it no matter how horny he got. Dillon had learned from his last punishment not to disobey his mother. All that time in chastity with no orgasms has taught him that his mother was in charge and he was to do as he was told. He sat on his hands and bit his lip as he watched Grace and Levi go at it. Grace had completely ignored him from the time she mounted Levi.

"Do that thing." Levi asked Grace, referring to the thing she had done with her pussy muscles when Levi had fucked her with Kendal.

"You mean this?" Grace asked with a wry smile, as she stopped grinding and just flexed her kegals, in-affect milking Levi's cock inside her pussy.

"Oh my gawd YES!" Dillon groaned. "Your pussy is amazing!"

"Is it better than your sweet little Kendal's pussy?" Grace teased him again

"There is no comparison!" Levi shouted.

"Tell me again!" Grace told him, still milking his fuck pole relentlessly.

"Your pussy is amazing!" Levi proclaimed, his hands were again mauling Grace's superb tits.

"NO! Tell me my pussy is better than your girlfriend's." Grace instructed.

"You pussy is amazing and waaaaaaaay better than my girlfriend's."

"And my tits?" Grace queried. "Are my tits better than hers?"

"Are you fucking kidding? Her tits could never compare to these." Levi insured her, lifting each one up with his hands. "I could fuck you and play with these tits forever."

Dillon was puzzled. His mom was very sexy and very beautiful. Everybody could see that. Why did she need these verbal re-assurances? However, if he really thought about it, he could understand how a woman her age, even as pretty as she was could have her insecurities. He could also see how having a young man half her age tell her she was sexier and better than his young girlfriend could really make her feel good. His little dick was covered in precum and he wished so badly he could stroke it, or better yet he wished he could fuck his sexy mother.

"You want to fuck them?" Dillon heard his mom ask Levi.

"Your tits? Fuck yes!"

Grace rose up and Levi's big thick cock slid out of her fevered pussy. Grace lied down on the bed next to Levi as he rose off the bed to straddle her chest. Grace grabbed the sides of her massive tits and brought them together just enough to leave a valley for Levi's cock.

"Slide it in baby."

He didn't hesitate for a second, shoving his throbbing cock, covered in her juices, between them. Grace enveloped his cock with her tits and immediately he began to move his hips back and forth. Moaning and groaning the whole time, Levi fucked her tit flesh as Dillon looked on with envy.

"Can't fuck Kendal's little titties like this can you, baby?" Grace teased.

"Uh uh." Levi grunted.

Kendal's tits were nothing to scoff at, nice young firm C cups, but they were no contest for Grace's massive fun bags. So Grace was well within her rights to belittle them.

"Fuck my big titties baby. Tell me how good they feel wrapped around that big, thick, young dick of yours."

Levi did exactly that, telling her how magnificent they were and how much he loved fucking them. This went on for several more minutes before Grace finally decided it was enough. She wanted to get fucked again, and she wanted to get fucked now. Usually Grace liked the man in charge, but she knew enough to know that this young boy would probably not take control like most of her other big cocked lovers, and truth be told, occasionally she liked being in charge...Just ask Dillon. Although this was a totally different "in charge" than with her wimpy little dicked son.

"I want this big hard dick in my pussy now." She told Levi.

He climbed off her and Grace rolled over, spread her legs wide and rose up onto her knees with her face still on her pillow. Her ass was displayed prominently and her well used mature pussy unfurled as if inviting Levi in. Levi positioned himself behind her and mounted her, driving it in with one long slow stroke.

"Oh my! Yes! Give me that big, fat, young cock of yours baby!" Grace moaned.

Levi began a slow deep methodical fucking of the sexy MILF as her son sat by and looked on filled with jealousy. Gradually Levi became more turned on as Grace talked to him and his strokes got faster and more deliberate.

"Fuck me stud. Fuck me good!" Grace told him. "That pussy is better than your little girlfriend isn't it?"

Levi loved it when she mentioned Kendal, the taboo of cheating on her was hot and the fact that Grace knew his girlfriend and still wanted to fuck him made him so hot. He didn't answer, but he fucked her really hard and deep a couple of times after she asked him.

"Uh, Uh, Uh" Grace grunted with each of his forceful thrusts. "That's what I thought." She knew the answer to her question, but as before, she wanted to hear it. "Tell me sweetie, tell me you like fucking me more than your sweet little slut, Kendal."

Levi grunted a few more times with the mention of Kendal before indulging Grace and telling her, "Yes I love fucking you more than her."

"More than who?" Grace teased.

"More than Kendal." Levi screamed. "I love fucking you more than Kendal."

"You want to cheat on her again with me Baby?" Grace badgered him again.

"Yes, yes, yes, I want to fuck you over and over again behind Kendal's back."

This continued for the next 10-15 minutes, the teasing, the fucking, the moaning, the groaning. Finally Levi announced his pending orgasm and Grace demanded he come inside her. Levi obliged and filled her accepting pussy with all the cum his balls could muster. He collapsed on her and recovered for a few minutes before Grace shooed him off, telling him Kendal would be home soon and he needed to get home and shower before she called him to probably come over for the evening.

"We wouldn't want her tasting my pussy on that cock of yours later would we?" She asked Levi.

"Uh, no we wouldn't."

They both laughed and he got dressed and left.

After Levi had gone, Grace lied back on the bed again and spread her legs wide. Ok Babycakes, you know what is expected. She grabbed her used pussy lips with her thumbs and forefingers and stretched them wide. Dillon didn't hesitate for a second, diving into her gaping wide hole and devouring it vociferously. He lapped at her folds and sucked the cum out until Grace was satisfied with his effort.

"Mommy has a surprise for her little man." She told him. "I have decided I am going to give you another chance to fuck my fabulous pussy. Would you like that?"

"Oh yes Mommy, you know I would love that so much." He replied with a gleam in his eye.

Grace had been on the web sites and chat rooms again finding more ways to humiliate her wimpy son, and she was going to put one of those ideas she had discovered into action right now. She got up from the bed and went to the bathroom. She had been planning this all day. She returned holding something in her hand that Dillon could not identify.

"OK, big boy. Mommy will let you fuck her magnificent pussy if she is impressed with your audition." She told him. "On your knees next to the bed."

Dillon did as she demanded. His little pecker was so hard he could hardly stand it. Grace lifted up the mattress of her bed and slid what she was holding between the mattress and the box spring. It stuck out a bit and it just looked like a rubber hole. What it was, was a "pocket pussy" Grace had fashioned by taking a roll of toilet paper and removing the cardboard tube out of it. Then she inserted a magnum size rubber into the hole and stretched it around the outside of the roll of TP.. Then she filled the "Hole" with KY jelly. (If you don't understand, go to You Tube and look up "pocket pussy")

Dillon didn't understand. He looked at his mother confused.

"Here's how it's gonna work Sweetums ." She instructed him. "You're gonna show Mommy what a big man you can be by fucking this fake pussy and if I am impressed, I will let you fuck my magnificent real pussy. Get it?" She smiled from ear to ear at him.

Dillon was humiliated. He was in affect going to have to fuck his mother's bed and do a good enough job to warrant letting him have a chance at her pussy again. However, just the thought of being given a chance to fuck her pussy was enough to make him do anything his mother asked of him. He took his rock hard pee pee and slid it inside the rubber make shift pussy as he was instructed. It actually felt pretty good. The KY was rather cool since Grace had filled it quite some time earlier, (You're supposed to warm the KY BREIFLY in the microwave before squirting it in the hole to make it feel like a warm pussy) but all in all it was a pleasant feeling. It certainly felt better than jerking off, even with lotion.

Grace sat on the bed with her legs dangling off the edge on either side of Dillon as he humped the mattress. It was almost as though he was fucking his mother. Her tits dangled off her chest right in front of Dillon and he gazed at them in wonderment. Grace as always began to mercilessly tease the poor guy. She lifted her massive tits with her hands so they were inches from his face. She teased the nipples, making them hard. Dillon got so excited.

"Now, now, Sweety, if you want a piece of Mommy's glorious pussy you are going to have to prove you are a real man and can last longer that a few seconds." She warned him. She leaned back and spread her cunt lips wide for him to gaze at, "Doesn't it look absolutely scrumptious?" She teased.

He nodded vigorously.

"Doesn't my little stud muffin want inside that?" She asked as she again spread the lips with her fingers.

"Yes mommy." He nodded again enthusiastically, before Grace sat back up and continuing with her breast play.

The fake pussy was warm now from Dillon's use and it really felt fantastic on his sensitive rock hard member, but he wanted to feel his mother's warm accepting pussy again so badly that he knew he had to slow down. His strokes became slow and deliberate, barely keeping his orgasm at bay. Grace noticed this and her demonic side came out and she began tormenting him with her words.

""Fuck me baby, fuck Mommy hard!" She demanded. "Show Mommy what a stud her little man is." She baited him. "Come on lover give it to Mommy good!"

Dillon did want to prove he could fuck his mother like he knew she loved. He reared back a couple of times and thrust his hips forward hard, making the bed shake a little.

"Oh yes Babydoll, just like that. You know Mommy likes it rough. You've seen me get fucked enough, but be careful, don't come yet. Mommy is not impressed quite yet." She cautioned.

"Harder Baby, Harder!" She demanded

Dillon shook the bed some more with his forceful thrusts. His orgasm was so close, but he took his mind to other things to make it go away. However, when Grace turned around, stood up between him and the bed, bent over with her big round ass in his face and demanded he "Eat my ass." It was too much. As his tongue snaked up her asshole, his cock erupted into the faux pussy. He grunted and groaned as though he was in pain, not the exquisite pleasure he was actually in.

"Oh yeah Sugar, lick Mommy's ass like a good boy. Come for Mommy. Show me what a stud you are." She commanded.

Dillon humped the bed and licked her ass throughout his whole climax. It was fantastic and when he was done and Grace laid down on her bed in front of him he thanked her profusely.

"Thank you Mommy. Thank you, thank you, thank you. Did I do a good job? Can I fuck you now Mommy?" He asked breathlessly

Grace stood up and put her silk robe on covering her lubricious body. She looked down on her pathetic son with his cock in a make shift cum filled pussy, smiled viciously and said, "Now Snookums, we both know you can't get that little thing up again tonight. Mother will take your effort under advisement and let you know if you merited a feel of her extraordinary pussy." Then she walked out of the room.

Dillon was crushed. He wanted to fuck his mother so badly and now he didn't know if he would. She was wrong. He could get it up again if she let him. Hell he was 19, he could get hard 5 times a day. He could really last longer now that he had come and he could really fuck her well he thought in his head. What he didn't know was that the last comment wasn't a statement of fact, but rather a way for Grace to play on his confidence and keep her son right where she wanted him, under her thumb.

Dillon pulled his dick out of the pocket pussy. Cum drained from it and landed on the floor. Dillon did as he knew he was supposed to, even if his mother wasn't there to govern it, and licked it up. His dick drippled the cum/KY combination of fluids as he did that, leaving another mess for him to clean as well. He hoped the lube wouldn't make him sick, but he dared not disobey what he knew his mother would demand. He removed the fake pussy and threw it away in the bathroom before taking a shower.

A few nights later Grace was feeling particularly naughty and all four of them were watching a movie. Grace was sending Levi the nasty eye and Dillon was getting rock hard. Kendal was leaning against Levi between his legs on the couch across from Grace and Dillon. She didn't notice the exchanges between Levi and Grace.

"Ooh baby, is that for me?" Kendal jabbed as she felt his stiff cock against her ass.

"Of course." Levi replied, winking at Grace after Kendal had turned around to continue watching the movie.

These clandestine glances continued throughout the movie. Kendal actually dozed off near the end of the movie and when Levi felt the urge to pee, he had to carefully extract himself from under Kendal. He lay her sleepy head against a pillow and then went to the restroom. He was gone for a few moments when Grace looked over at Kendal to make sure she had fallen back to sleep before raising up to leave the room.

"Don't let her leave this room if she wakes up Babycakes. Mommy needs a quick fix of big fat Levi cock."

Grace whispered into Dillon's ear while fondling his caged penis.

"Yes Mommy." Dillon replied as his cock instantly jumped to attention.

As Levi exited the bathroom, Grace pulled him into her room adjacent to the hall bathroom. Her robe was open and she had nothing on under it. She pressed him up against the wall and began stroking his cock through his pants.

"We can't do this." Levi warned her. "Kendal is right out in the living room."

"I thought you said I was better than Kendal." Grace rebutted.

"You are." He assured her.

"Then why worry about where she is?"

"Because she will kill me if she finds out."

Grace stepped back and opened her robe. "Don't you want this body?"

"Yes!"

"Don't you want these magnificent tits wrapped around that big fat cock?" She said while lifting them

and squeezing them together.

"Yes!"

"Don't you want this exquisite pussy sliding up and down that rock hard shaft?" She asked while sliding her finger inside her cunt.

"Yes!" Levi's cock was tenting his pants now.

Don't you want these luscious lips wrapped around your young hard dick?" She asked as she pulled her finger out of her pussy and slid it into her mouth, sucking off her pussy juice.

"Yes!"

"So you're not too worried about her now are you?" She said as she approached him and slid his pants down and began stroking his big fat dick.

"Tell me again how much better I am than her?"

"So much better." Levi panted as Grace stroked him seductively. He reached for her tits and she backed away, pushing his hands down, but not letting go of his cock.

"So much that you would pick me over her?" She sadistically asked.

Levi gave her a confused look. Letting go of his cock now, Grace stepped back, opened her robe wide again and said, "If you ever want this body again, you will deny that little tramp any sex tonight, and after she goes to sleep, you will come in here and fuck me instead." Then she closed her robe and walked out of the room.

Levi pulled his pants up and returned to the living room. Grace was again sitting on the couch with Dillon. He woke Kendal up and told her they should go to bed. Kendal shook the cobwebs from her head and stood up. Feeling amorous as she always was when Levi visited, she reached down and grabbed his package. He was still hard from Grace's teasing.

"Ooooooooh," Kendal swooned. "is that for me?"

"Yeah, sure." He said dismissively, thinking only of getting her to bed and asleep so he could fuck Grace again. The two of them disappeared down the hall and into Kendal's room.

"Let's go my big boy, it's time for bed." Grace told Dillon.

The two of them got up and went to go to bed. When Dillon tried to go to his room Grace told him she wanted him to sleep in her room. Dillon got so excited, thinking he was finally going to get to fuck his mom. When she released his pecker from its confinement, he was sure it was going to happen. Grace shed her robe and lied down on the bed. She spread her legs wide.

Go turn off the light Sweetums and you can have some of Mommy's fabulous pussy. Dillon literally ran to the light switch, turned it off and jumped on the bed. As he began to position himself between Grace's legs to fuck her she playfully scolded him.