Sexy Mom

My father left my mother when I was a sophomore in high school.   We had to move to a small apartment because that was all my mother could afford.   The walls in the apartment were paper thin and after a few weeks I began to notice muffled noises at night.   Her room was right next to mine and sometimes I would wake up to the sounds of a bed squeaking and labored breathing.   I immediately decided that I was hearing her masturbate, but I dismissed that thought.   She was old, almost 40.   I didn't realize that older peope had sex or that my own mother would.   I should have known better.   She was quite sexy in her own way and I had already noticed that her breasts and legs were nearly perfect. After a few weeks I started to be able to predict when it would happen.   It seemed to go in cycles.   Two or three evenings in a row followed by a long period where nothing happened.    Naturally the sounds of her masturbating were very arousing for me.  I was just sixteen, had been masturbating for a few years and was walking around with an erection much of the time.   I couldn't help thinking about her body and sneaking looks whenever I could. A few months after it started I was in the mall at a novelty store and saw a "Spy Kit" which included a device for being able to "listen through walls."   It wasn't really very sophisticated, just a set of suction cups which held a big plastic funnel against a wall.   It probably wasn't much better than putting a glass against the wall and your ear next to it, but I didn't know any better. I hid my secret device in my bedroom and waited.   Sure enough one Sunday evening after we had watched a pay per view movie with lots of sexy parts, she excused herself and we both went to bed.   I sat awake waiting and the tell-tale little noises started about an hour later. I got out of bed quietly, tiptoed across the room and placed my secret spy device on the wall by licking the suction cups and squeezing them onto the plaster.     I was worried that the rubber cups would not really hold the plastic funnel to the wall, however, so I carefully and quietly slid a small table under the spot where my listening device was located.   I was thinking that I was so very clever. By positioning myself next to the table and placing my ear to the funnel I was suddenly treated to the unmistakable sounds of sex.     My mother was obviously trying to be quiet but I could hear her heavy breathing, some muffled moans and an unmistakable buzzing sound that I had not been able to hear through the walls.   Every once in a while the bed made a creaking noise.   My $5.00 spy kit made it seem like I was in the room with her. My own jack off sessions at the time usually took a few minutes at most, so it was shocking to hear my mother carry on for what seemed like hours.   Her muffled groans and breathing seemed to continue forever.   As she worked away in the next room, I took my penis out of my pj's and started to play with it, timing my own motions to her breathing. Then it happened.   In the middle of her passion, while I was completely distracted, the suction cups on my cheap plastic spy kit released and the funnel came crashing down over the table and then onto the floor.   I deperately tried to grab it before it clattered onto the floor but then I slipped sending a pile of stuff from the table onto the floor. Before I could recover, my Mother was at the door looking to see what had happened.   She was wearing her robe and covered up modestly, but I was caught.   Leaning against the wall, erect penis sticking out of my pj's, and plastic spy kit on the floor. "What were you doing?" she asked.   But the question was obviously more rhetorical than real. She stepped into my room, looked at the spy kit and to my amazement, laughed.   "I guess I was making too much noise," she said.   "I should have known better." She helped me up, taking a close look at my erect penis, and guided me back to my bed. "How would you explain an injury while you were doing that?" she asked. Then she sat on the edge of my bed, spread the covers over me and continued to stare at the tent that I was making out of my sheet and blanket. "That's quite a penis you have," she said, staring at me. "How long have you been listening to me and masturbating?" I muttered something that was probably not intelligible. Then she leaned over and put the palm of her hand on top of the tent pole.   "Not nice of me to do this to you," she whispered.     "Make you this stiff. You will hurt in the morning if you don't do something." Then she slowly started to rotate her hand around the head of my penis, without taking the covers off. "If I do this, but I don't touch it directly would you be able to cum?" she asked. I answered her by thrusting my hips into her hand and releasing a stream of semen into my blanket.    I grunted, bucked back and forth a few times and soaked a spot in the blanket. She continued to apply pressure as my penis softened, using the cum to continue to lubricate the head of my penis. Amazingly, my sixteen year old penis softened a little, began to retreat from the vertical position and then hardened again.   She continued the pressure but now it was against the underneath length of my shaft as she pressed my penis down onto my stomach. She then switced hands replacing her right hand with her left on my rapidly rising penis.   With her right she opened her robe and let her fingers drift between her legs.   As she did her breasts fell into view.   For the next few minutes she placed alternating pressure on my penis, while she closed her eyes and squeezed herslf.   I could hear sounds of squishing and smell her juices as she continued.   Then in a gasping and bending movement she climaxed. She stood up, releasing my penis from her grip and told me that my second orgasm would be "on my own"  When she left my room she whispered that we would not be doing that again but that she might be listening. This wasn't the last encounter that we would have before I left for college.