When Sam opened the door to the changing room booth he thought he was prepared for what he would see, but he was not.
His mother had indeed been fucking someone in the booth and by the discarded uniform on the ground Sam guessed it was the clerk who had taken Helen’s measurements earlier. It was hard for Sam to confirm this as the small woman that accompanied Helen in the booth was being jackhammered onto Helen’s massive cock like she was nothing more than a living sex toy for the taller woman. Helen had her in a Full-Nelson hold with her legs held up and apart and her arms pinned to her sides. The clerk could do little in her position except moan and cum in pleasure.
Sam in his shock at the brutality of his mother's use of the clerk could only let out a gasp of "Mom" as the image of the scene before him was seared into his mind. Helen, noticing Sam for the first time, doesn't stop for a moment as she directs her attention to her son.
"Sam," she pants, "what are you doing, you shouldn't be in the women's changing room and not knocking is rude."
Helen continues to pound into the clerk, her hips slamming against the woman's ass with each thrust. The clerk's moans grow louder, her body shaking from the intense pleasure. Helen's massive cock stretches the clerk's tight hole, filling her completely.
"What do you mean what am I doing, what are you doing?" Sam asks, his voice trembling as he tries not to shout.
Helen, not slowing her pace answers him saying. "Sammy, I know it's strange to see your mother like this but, sex is a natural thing and we are two consenting adults." She smiles compassionately at Sam while continuing to roughly thrust into the clerk, who can do little more than moan and gurgle in pleasure.
"Mom, that doesn't matter. We are out in public and we could hear you from outside of the changing rooms!" Sam exclaims, his face turning red with a mix of embarrassment and anger.
Helen finally slows her thrusting motion, a look of sheepish guilt coming over her face "Oh dear. Were we really that loud."
"Yes you were. Loud enough that I felt confident walking into the women's changing room to stop you." Answered Sam exasperated at his mother's behavior.
Helen then looks down at the clerk, as she squirms on the massive cock moaning with need. "Ok you're right, this might not have been the right place for us to do this. But I might need another minute of it to blow my load, so I can get flaccid again."
Helen's voice then takes on a husky, pleading tone, "I'm so close, Sam. I can't stop now. But I promise, I'll be quick."
The clerk, her face flushed and eyes glazed with lust, manages to turn her head slightly to look at Sam. "Please, don't make her stop," she gasps, her voice barely audible. "I... I need this."
Sam's eyes widen in disbelief at the clerk’s desperation and stares in horror as Helen's massive cock resumes it fast pace thrusting inside of the clerk. The wet slap of flesh on flesh echoes louder in off the changing room walls, as Helen grunts with the exertion of dominating the smaller woman.
"Fuck, Sammy," Helen pants, her face contorted in ecstasy. "If you continue to look at me like that while her little pussy is gripping me so tight. I'm gonna... I'm gonna...!" Her words dissolve into a guttural groan as her climax hits, her cock pulsing and twitching as it begins spraying jet after jet of thick, hot cum deep into the clerk's spasming cunt.
Sam knew he should have left sooner but he couldn’t pull his eyes away from the clerk's convulsing stomach as it looked to be violently filled by an excessive amount of cum. Helen hold on the clerk continued to be firm throughout the climax and Sam could see her hips continuing to grind and twitch as she released the last of her load.
As the final spurts of cum paint the clerk's insides, Helen finally releases her grip and allows the smaller woman to slump forward, spent and shaking. Helen's still half-hard cock slips free with a gush of semen, the clerk's abused hole gaping and dripping with the evidence of their tryst.
At that point Sam finally broke away from staring but could do little but get Helen to promise she would get dressed and let the clerk get back to work. He then left the changing room and returned to Lana. He found Lana waiting for him, her brows furrowed with concern.
"What happened in there, Sam? You look... shaken." Lana stepped closer, her hand touching his arm to offer her comfort.
Sam ran a hand through his hair, struggling to find the words. "It's... it's my mom. She was... she was actually having sex back there."
Lana's eyes widened in shock. "Wow. I mean that is what it sounded like, but who could she have found in the last thirty minutes to do that with her?”
“It was that clerk that took her measurements earlier. She had her in a headlock and was using like a toy.” Answered Sam in a frustrated tone.
“I can’t imagine it. that little clerk would have been split in half by Helen’s colleagues cock!" Said Lana as Sam winced at the crudeness of her statement.
“Well I think we should pay for what I picked out while we wait for your mom to clean herself up” continued Lana as she picked up the clothes she had found.
After finishing buying Lana’s stuff Helen finally returned from the changing room and joined Sam and Lana at the register. She paid for the underwear she had picked out without any hassle and the three were soon leaving the store to explore the rest of the mall.
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