Title: Dance Lessons

Keywords: Fm, mm, Ff. Ffm, Fffm, incest, 1st, oral, anal

Author: Durango Dan


As I drove home from work, all I could think of was pouring a big
glass of wine and forget the problems that plagued me all day at
the office.  I ran a successful real estate company.  I had four
people working for me.  One was a new hire and was having trouble
with just about everything.  I almost told him he was fired but I
didn’t have the heart and decided to give him a week to shape up.


I pulled into the driveway and saw that Billy’s bike was leaning
against the garage door.  I honked the horn impatiently.  My son
came running out the door.

“Sorry mom.” He said as he moved the bike out of the way.

I pulled the car in.  I sat behind the wheel giving myself a
chance to calm down.  Billy was a great kid that didn’t give me
any problems.  He was a honor student in the 7th grade.  I opened
the car door stepping out.

“I’m sorry mom, I shouldn’t have put my bike there.”

“That’s okay honey, I just had a bad day at work.”

When we were in the house, I told him that I was going to change
clothes then relax a little before I started supper.  When I came
back into the den, Billy had poured a nice big glass of wine for
me.  I plopped down on the sofa taking a nice big swallow of the
nectar of the Gods.

“Ah that taste so good, just what I needed.  Thank you Billy.”

“Another bad day at the office?” He asked.

“Yeah, but I don’t want to talk about work.  What’s going on with
you?  Everything ok at school?”

“Everything is fine mom.  There’s a dance in a few weeks.”

“I told you before that you are old enough now to go out on
dates.” I told him.  “You haven’t gone out with a girl yet have
you.”

“Not yet.  I just get kind of nervous around girls.”

“Just remember, they are just as nervous.” I said with a little
laugh.

“I guess so.”

We talked about his classes and the drama that is always present
in middle school.  I listened and smiled as he told me who was
dating who and who broke up with who.  I asked him if there was a
girl that he liked.  He blushed brightly and nodded his head.

“Billy, why don’t you ask her to the dance.” I suggested.

“I couldn’t mom, I. . .I don’t know how to.”

“It’s easy Billy, just ask her if she would like to go to the
dance.” I told him.

“No mom, not that.  I don’t know how to dance.”

“Listen to me.  You ask her to the dance and I’ll teach you how
to dance.  Your dad and I use to love to go out dancing.”

“Was he good at it?”

“You bet he was.  He was light on his feet and of course he was
the best dancer on the floor.”

“I sure miss him mom.”

“Me too honey, me too.”

My husband and business partner lost his battle with colon cancer
two years ago.  It took me a long time to get back into a
routine.  The business suffered because of it and I worked long
and hard building it back up to where it was before.

“Why don’t you go out on a date and dance again.” Billy wanted to
know.

“Oh I don’t know.  I guess I’m just not into the whole dating
thing anymore.”

“But don’t you. . .never mind.” He said blushing brightly.

“Don’t I get horny?” I laughed at his embarrassment.

He looked at me still blushing a bright red but he did nod his
head.  I explained that I do sometimes and I take care of it in
my own way.  He gave me an odd look.  I asked him if he
masturbates.

“MOM. Really, did you just ask me that?” He screeched turning
even redder.

I took his hands in mine looking directly at him.  I said there
wasn’t nothing wrong with making yourself feel good.  I told him
to never be ashamed of masturbating.  I assured him that it was
very natural and every young man and young girls do it.  He asked
me if that’s what I meant when I said I took care of the problem
myself.  It was now my turn to blush.  I nodded my head saying
that I masturbate sometimes.

“Were you serious about teaching me to dance?” He asked changing
the subject.

“Sure, it’ll be fun to dance again.”

“Okay, I’ll asked Jennifer to the dance.”

“Oh no you don’t, you can’t just say that and not tell me all
about her.” I laughed out loud.

Billy told me that she was new to the school this year.  She
moved from Idaho when her dad was transferred.  He described her
as about 5’3” with long black hair.  He said she had the
prettiest green eyes he had ever seen.  He told me that she was
on the volleyball team and the track team.  I told him that I
couldn’t wait to meet her.

“I’d better take my shower and finish my homework.  I still have
about 30 minutes of work to do.”

When he left the room, I got up and poured another glass of wine.
 I couldn’t believe I just admitted to my 12 year old son that I
make myself cum.  It was hard to believe that I hadn’t been with
a man since my husband died.  We had an active and fantastic love
life and I now realize how much I miss it.  My vibrating dildo
does the job but it doesn’t squirt the hot cum that I use to
enjoy.

Billy came back into the room to say good night.  I didn’t
realize that 45 minutes had passed.  I felt the wetness between
my legs and quickly pulled a pillow onto my lap so he wouldn’t
notice.

“Good night mom, and thanks for offering to teach me to dance. 
I’ll ask Jennifer tomorrow.” He said as he kissed my cheek.

I watched him leave the room thinking of what a handsome young
man he is turning into.  He stands 5’4” with what I call dirty
blonde hair.  He had blue eyes like his dad.  He was very fit
from being on the track team and the swim team.  I hoped Jennifer
knew how lucky she was to have him asking her out.

I went into the kitchen and poured another glass of wine.  I went
back to the den and thought about my husband and the good sex we
use to have.  My pussy got damp again thinking it.  I quickly
downed my glass of wine thinking that I needed to use my vibrator
tonight for sure.  I shut the lights off, made sure the doors
were locked then headed for my bedroom.  I passed Billy’s room on
the way.  I paused at the door listening to see if he was still
awake.  The door was slightly open so I pushed it open wider.  I
saw him laying on the bed on his back.  He had kicked off the
sheet that was covering him.  I went into his room to cover him
back up.  He was dressed in just a pair of boxers and a t-shirt.
I bent down to pick up the sheet and saw that there was a good
sized bulge in the front of his boxers.  I see just a little bit
of his shaft through the opening in his boxers.  That got my
pussy flowing again.  I quickly covered him up and left his room.


I closed my door when I walked into my room.  I stood in front of
the full length mirror that hung behind the door.  I slowly
unbuttoned my blouse letting it fall to the floor.  I unfastened
my skirt letting it drop to my feet.  I think I had one too many
glasses of wine.  My head was spinning a little and my pussy was
aching to be played with.  I reached back and unhooked my bra.  I
shrugged my shoulders letting it fall off my arms.  I hooked my
fingers in my panties and pulled them down, stepping out of them.
 I looked at my nude body in the mirror.  My breasts were still
firm at 35 years of age.  My nipples were stiff with excitement
and stood out about a half an inch.  My dark areolas were the
size of half dollars.  I looked down at my neatly shaven pussy. 
The lips of my womanhood were slick with my moisture.  I could
see my clit sticking out of its hiding place.  I moved to the
bed.  I opened my nightstand drawer and pulled out my 8”
realistic looking vibrator.  I turned it on hearing the soothing
hum of the small motor.

“AAAAHHHHH, Oh God I needed to feel that.” I sighed out loud as I
touched it to my clit.

I used my fingers to pinch and pull at my nipples making them
harden and stick out.  I could feel myself getting wetter as the
toy hummed on my clit.  I ran the vibrator up and down my damp
slit.  I reached over opening the drawer on the nightstand once
again.  I pulled out two clothespins.  I clipped a clothespin
onto each nipple.  I let out a small groan of pleasure from the
pain.  I moved my fingers down to my clit. I rubbed my love
button as I moved the fake cock to the entrance to my cunt.  I
spread my legs wide while pushing the toy into my pussy.

It slid in easily with all my juices that coated it.  My breath
caught in my throat as a little mini orgasm washed over me.  I
plunged the toy in faster and deeper.  My nipples were on fire
from the clothespins, that added to the pleasure I was feeling. 
My fingers rubbed my clit rapidly as the vibrator sliced in and
out of me.  It started deep in my pussy and made my toes curl as
a massive orgasm hit me.  My back arched off the bed and my pussy
juice gushed out around the toy.  I thought I might lose
consciousness as my body shook uncontrollably.

I slowly pulled the toy out of my pussy.  I took the clothespins
off my throbbing nipples.  I kept my fingers on my clit, slowly
rubbing it softly to keep the afterglow glowing.   I looked at
the vibrator and saw that it glistened with my cunt juice.  I
don’t know what possessed me but I moved it to my mouth and ran
my tongue up the toy.  I opened my mouth and pushed it inside,
sucking all my pussy juice off of it.  I had never tasted myself
before or even thought about it before but something came over me
and I did it.  I savored the flavor of my body’s juices and
realized that I wasted a lot of my cum before.  I moved my
fingers from my clit to my wet hole.  I pushed two fingers deep
inside of myself coating them with my cream.  I moved my sticky
fingers to my mouth and sucked both of them clean.  I knew that
from now on I would be cleaning my toy and fingers with my mouth.


I put the toy and clothespins back in the drawer then headed for
the shower.  Once I was done with that I crawled between the
sheets.  I thought about the huge cum I had and wondered why it
was so much stronger than usual.  I suddenly remembered looking
at Billy as he slept.  I fell asleep thinking of his hard preteen
cock.

“Good morning sweetheart.” I greeted Billy as he walked into the
kitchen the next morning.

“You must have slept good last night, you sound a lot better
today.”

“Yes I did, I feel so much better.”

Billy sat at the table and dug into the bacon and eggs I had made
for him.  He washed it down with a huge glass of Orange Juice
before heading out the door to catch the school bus.

“Don’t forget to ask her?” I called out after him.

He raised his hand waving at me.  I cleaned the dishes and
kitchen up before heading for the office.  The day went by
smoothly but slowly.  I was anxious to get home to see if Billy
asked her out and if she said yes.  I actually left work about an
hour early only because we weren’t busy and everything was done.
I told everyone to have a good weekend and I would see them
Monday morning.

I was home sitting on the couch sipping my wine when Billy came
into the house.  I heard the refrigerator open and close.  He
came into the room holding a can of soda.

“You’re home early.” He said as he plopped down on the chair.

“Yeah, it was a slow day at the office.”

He sat there sipping his soda not saying anything.  I finally had
to ask if he talked to Jennifer.   He looked at me, smiled, and
continued to sip his soda.

“Oh you little snot, you better tell me.” I said laughing at his
teasing.

He busted out laughing.  He said that he sat with her at lunch
and asked her to the dance.  She said yes and was hoping that he
would ask her.  He told me that we needed to start the dancing
lessons as soon as possible so he doesn’t look like a complete
klutz on the dance floor.

“Okay, I’ll tell you what.  We’ll order a pizza for dinner
tonight.  While we wait for it to be delivered we can each take a
shower so we won’t stink when we dance.” I said.

“Cool.  You order the pizza, sausage and onions, and I’ll go take
my shower now.” He told me as he downed the rest of his soda.

“Okay, I’ll wait for the deliveryman to get here.”

I poured another glass of wine while I waited for our pizza.  I
thought back to last night when I saw the shape of Billy’s cock
outlined in his boxers.  I felt myself getting damp and tried
hard not to think about it.

“It’s not here yet?” He asked when he came back into the room.

Billy was dressed in a pair of gym shorts and a t-shirt.  His
hair was still damp from the shower.  I handed him a twenty
dollar bill telling him to give the whole thing to the delivery
guy when he shows up.  I told him I was going to take my shower
since the pizza hasn’t gotten here yet.

I undressed once I got in my room.  I walked naked to the master
bath.  I turned the shower on letting the warm water hit my body.
 I took the hand held sprayer and played the spray on my nipples.
 My pussy tingled with excitement.  I moved the hard spray down
until it was hitting my clit.  I let out a soft moan as my cunt
began to throb.  I wished I had my vibrator in here with me but I
had to use my fingers instead.  I pushed two fingers into my
pussy as the water hit my clit.  It only took a few minutes
before I had a nice orgasm.  I shuddered as my pussy gripped my
two fingers tightly.  When I was done, I pulled my fingers out of
my cunt and sucked them into my mouth.

“Mom, pizza’s here.” I heard Billy yell through the door.

“Okay honey, go ahead and start, I’ll be there in a few minutes.”


I quickly washed myself.  After a quick rinse, I stepped out of
the shower.  I grabbed my towel and dried off.  I walked into the
bedroom to get dressed.  I pulled on a pair of panties and the
thinnest bra that I could find.  I put on a pair of shorts and a
tank top.  I took a quick peek in the mirror then headed for the
kitchen.

“I hope you saved me some?” I said laughing as I walked in the
kitchen.

“Yeah, one piece.” Billy teased as he grabbed another slice.

I asked him what type of music they were going to play at the
dance.  He said the dance theme was called Wayback Wingding so
they are playing music from the 60’s.  I told him that was
perfect because I had a lot of music from then.  I said we would
practice the twist, the swim, and some slow dances.  I guaranteed
him that he would be a good dancer by Friday.

I put the leftovers in the fridge while Billy put the glasses in
the dishwasher.  When the kitchen was cleaned up, I told him we
should get started.  I told Billy to move the couch out of the
way while I went and found the cassette tapes tucked away in the
closet.  I grabbed the shoebox of tapes and the boom box.  I set
it on the coffee table and plugged it in.  I told him that we
would start with an easy on like the twist.  I dug around the box
and found Chubby Checkers recording of the Twist.  When the music
started, I started to twist my body in time with the music. 
Billy watched me as my hips swiveled in a circular motion.

“Come on Billy, you can do it.” I encouraged him.

He stood up and began to twist.  He was pretty awkward.  I
grabbed his hands in mine and used them to show him how he should
twist.  It wasn’t long before he was twisting like a pro.  I
showed him how to lift one foot and twist on the other one.

“Cool, that was fun.” He said after the song ended.

For the next 45 minutes, I taught him several more dances.  I was
in need of a break after that.  He was enjoying the lessons and
was a fast learner.

“I need a break Billy, let’s either sit down or dance a slow
dance.”

“Teach me a slow dance mom.”

I walked over to the boom box and ejected the tape that was in
there.  I rummaged through the tapes until I found one that had a
couple of nice slow songs on them.  I put them in the box and hit
play.

“Listen to the music and feel the beat.  That’s it, sway with the
rhythm.” I told him.

I let him sway through the whole song.  I hit the pause button
telling him that he did a great job.  I told him that now I would
show him how to hold his girl.   I took his one hand in mine and
told him to put the other on my back.  I laughed telling him that
he was suppose to hold the girl close.

“Sorry mom, I didn’t know.” He said as he pulled me closer.

I explained that the man always leads.  I told him to start out
with his right foot.  I counted one, two, three and four as I
showed him how to slow dance.  He was counting with me by the end
of the song.

“Are you ready to try it with music?” I asked.

He nodded his head.  I hit the play button and held my arms out
to him.  He took my hand in his pulling me close then moved his
other hand to my back.  There was still room between us as he led
off with his right foot.  I had my free hand resting on his
shoulder as we danced around the room.

“That was really good Billy, I think you got it.”

“Can we try another slow one?”

“Sure.” I replied as I searched for another slow song on the
tape.

When the music started he took my hand again and put his hand on
my back.  As we moved around the room I told him that it was okay
to hold the girl closer.  I explained that girls his age like to
dance close enough to put their heads on their partners shoulder.


“Like this?” He asked as he pulled me closer so our bodies were
touching.

“Yep, see now I can rest my head on your shoulders as we dance.”
I said demonstrating what I was talking about.

My breasts were pressing against his chest.  My nipples began to
stiffen and my pussy was getting damp from being so close to a
male.  Even if it was my own son, my body reacted to the friction
of his chest rubbing on my nipples.  I sighed softly in
contentment as we danced slowly.  Billy pulled me a little
closer.  I was guessing that he liked the feeling of my tits on
his chest.  I realized that I could feel something of his that
was bumping into my body.  I smiled knowing that his young dick
was hard from dancing with me.  I couldn’t help but pull back
just a little and take a peek at his crotch.

“Mom. . .I’m. . .I’m sorry.  It just happens sometimes.  I’m
sorry.” He said when he noticed where I was looking.

“Honey, don’t worry about it.  My boobs on your chest probably
caused it.  It is perfectly normal and nothing to be ashamed
about.”

 He let go of me and moved to the couch sitting  down still
blushing brightly.  I sat next to him trying to assure him that
it was okay.  I told him that we should just keep practicing our
dancing.  He shook his head saying that he just couldn’t with it
like that.

“Okay, how about I make it go away.” I offered.

For the life of me I don’t know why I said that.  I had never
ever thought of doing something with my son before.  I don’t know
if I was just horny or feeling sorry for him but I offered and
now was waiting for an answer.

“Huh, what do you mean.  How are you going to make it go away?”

“There are a couple of ways, but I thought I could rub it for you
and make it go down that way.”

“Really?  No kidding mom, you would do that for me.”

I didn’t say anything but I nodded my head letting him know it
was okay with me.

“Mom. . .are you sure you want to do that?”

“Only if you want me too Billy.  It will take care of the problem
and we can keep the lessons going.” I told him hoping he would
agree to it.

Billy looked at me making sure I was serious about this.  He
finally spoke telling me that if I wanted to that he thought he
would like it.  I laughed telling him that I promise that he
would like it.

“Okay, stand up in front of me so I can pull your shorts down.”

Billy blushed even brighter red when I said that.  I smiled at
him telling him that it was okay and not to be so embarrassed.  I
reminded him that I’ve see his stuff before.  He laughed
nervously saying that I haven’t seen it in several years.

“That’s true.” I said laughing with him.  “Now come on and let’s
get this started.”

He slowly stood up and moved in front of me.  I moved to the edge
of the cushion looking up at my son.  He licked his lips
nervously as he waited for me to pull his shorts down.  I hooked
my fingers in the waistband and slowly pulled them down to his
ankles.  I saw a good sized lump in his boxers.  I giggled
telling him that it looks like he definitely has a problem.  He
giggled a little but I could tell he was extremely nervous.  I
licked my dry lips and put my fingers in the waistband of his
underwear.  I couldn’t take my eyes off the bulge in his boxers.
I slowly tugged his underwear down his legs.  His young preteen
cock bounced free of his boxers and waved up and down in front of
me.  His rock hard cock was about 4 or 5 inches long.  The
mushroom shaped crown was a dark red with a small hole that was
oozing a little drop of his precum.  He stepped out of his shorts
and boxers kicking them out of the way.  He now stood in front of
me with only a t-shirt on.  His dick twitched with each beat of
his heart.

“Billy you have a beautiful dick.” I told him as I looked at the
first real cock I’ve seen since my husband died.

I reached out taking his hardness in my hand.  I heard the groan
that escaped from his lips as I wrapped my fingers around him. 
His cock was so warm and so hard.  I slowly moved my fingers over
the head of it making Billy moan out loudly.  I smeared the drop
of precum over his cock head making it nice and slick.  I looked
at my son in the eyes as I slid my hand up and down his young
cock.

“Holy cow mom, it never felt that good when I do it.” He groaned
out to me.

“It always feels better when someone else touches you.” I
explained.

“I don’t know if I can last long, it feel too good.”

“Take off your shirt Billy.” I asked wanting to see him
completely naked.

He quickly pulled his shirt over his head and tossed it with his
shorts and boxers.  I looked at his chest and saw the muscles
that were developing nicely.  I ran my free hand over his chest
and stomach felling the tightness.

“Don’t stop mom, I’m getting real close.” He said through gritted
teeth.

“Oh no don’t stop.” He cried when I took my hand away from his
throbbing cock.

“I’ll continue in a minute honey, but if you’re ready to cum, I
need to get undressed so you don’t mess up my clothes.”

“You. . .are you. . .you’re going. . .going to take off your
clothes?” He stuttered.

I don’t know why I decided to strip but it was too late now to
back out of it.  My pussy was soaking wet and my tits were aching
to be touched.  I yanked my tank top off and pulled my shorts
down and off my legs.  Billy was staring at me sitting there in
just my bra and panties.  His cock seemed to get even harder and
longer.  I looked at my son as I reached back unhooking my bra. 
I shrugged my shoulders letting it slide down my arms.  I tossed
it on the piles of clothes on the floor.  I used my hands to lift
my tits and ask him if he liked them.

“They’re. . .they’re beautiful mom.”

I yanked my panties down tossing them aside and opened my legs a
little so he could see his very first pussy.  I reached out
taking his hard cock in my hand again.  I started to pump my hand
up and down on it.

“AAAWWW mom, do it faster.  I’m so close now.”

My hand flew up and down on his cock as he humped his hips.  I
kept staring at his cock making sure I didn’t miss him squirting
his hot cum.  I reached down taking his small balls in my hand. 
I massaged his nuts gently as I pumped his cock.

AAAHHHH, AAAHHHH, OOHHHH mom I’m cumming, here it comes.” He
screamed as the first blast of his sticky cum flew from his cock
and landed on my tits.

“Oh mom, Oh mom, Oh mom.” He sobbed as tears ran down his cheeks.


“Cum honey, cum for momma.” I urged him as my hand kept stroking
him.

When he slowed down to a dribble, I slowed my movements.  My
chest was covered with sticky hot cum.  As I held his cock in my
hand, I realized that he didn’t get soft.  He was as hard as
ever.  I looked at my son and saw that he was wiping tears off
his cheeks.  I asked him if he was okay and he told me that he
just felt so good and couldn’t help the tears.

“Billy, you’re still hard.”

“I know, I don’t know what’s going on.  I never stay hard like
this.”

“Well, I guess I’ll just have to do it again.”

“Really, thanks mom.”

“First I have to go and clean up just a little bit.  I’ll be
right back.” I told him.

I walked naked out of the room.  I felt his eyes on me as I left.
 I went into my bathroom and grabbed a washcloth.  I looked over
my shoulder to be sure I was alone.  I ran a finger though a
large glob of Billy’s cum and brought it to my lips.  I sucked
his cum from my fingers.  I knew then that I wanted to give him
his first blowjob.  I wet the washcloth and wiped my chest clean.
 I toweled my chest dry then headed back to Billy.

He stared intently at me as I walked back to the couch.  He
hadn’t moved and his cock didn’t lose its hardness.

“Mom, you’re so pretty.”

“I bet you say that to all the naked ladies.” I laughed.

“Just the ones that are as pretty as you.” He laughed with me.

“Okay, let me take care of you again and then maybe you could
take care of me.”

“You want me to make you cum mom?  I’d love to do that as long as
you show me what to do.”

“I will, now stand up in front of me and let me take care of that
thing for you.”

He stood in front of my again.  His hard cock bouncing inches
from my face.  I took it in my hand and slowly began to jack him
off.  He put his hands behind his back and arched his back
pushing his cock at my hand.  The thought of sucking his cock
made my pussy even wetter than it already was.  I had to taste
him, I just had to suck that cock.

I bent forward so my lips were about an inch away from the head
of his cock.  His eyes got big when he felt my warm breath on his
meat.  I stuck out my tongue and flicked it over the tip of his
dick.

“AAAWWWW, gee mom, do that again.”

I swirled my tongue over the spongy head of his cock.  I gathered
some of his precum up and tasted the sweet juice.  I opened my
lips taking his hard preteen cock into my mouth.  I closed my
mouth over his cock head running my tongue all over it.

“AAAAAHHHHHH, Oh my God mom, I can’t believe you’re sucking my
cock for me.”

I moved my mouth down taking his whole cock in my mouth.  I still
had enough room to move my tongue around it.  Billy’s hands came
up and his fingers held my face against his cock.  I sucked his
hard 12 year old cock slowly, moving my lips slowly up and down
his shaft.  He was moaning non stop as I gave him his very first
blowjob.  I let his cock fall from my lips and moved them down to
his nearly hairless ball sack.  I sucked each of his balls
gently, working them with my tongue.  He begged me to suck his
dick again.  I moved up taking his cock back into my mouth.  He
used his hands to guide my face up and down on his hardness.  His
hips were humping at my face.

“Don’t worry mom, I’ll tell you when I’m going to shoot so you
can pull away.”

I nodded my head but had no intention of pulling away.  I wanted
to taste every single drop of his hot pearly cum.  It has been
way to long since I’ve tasted the saltiness of a hot load.  His
hips were humping my face faster as he neared completion.

“AAAAHHHH, Oh mom, OOHHHH mom, don’t stop sucking my cock,
AAAWWWWW.”

I grabbed his nut sack and began pulling on it gently with my
hand.  I rolled his nuts around in the palm of my hand squeezing
tenderly on his balls.

“Mo. . .mo. . .OHHHH MOM.” He cried out as he fired the first
blast of his cum into my mouth.

He held my head tightly against his crotch as he kept his
spurting cock all the way in my mouth.  I swallowed several times
savoring the flavor of my son’s hot sticky cum.  I was surprised
how much cum he shot out after cumming earlier.  After the third
blast of his cum, I held the remaining shots in my mouth.  I
wanted to show him just how much I enjoyed swallowing all of it.
He slowed to where he was just oozing a little out of his dick. 
I licked every drop off of the tip of his dick.  I sucked him all
in to clean his cock of all the cum that stuck to the shaft. 
When I was done and his dick was clean, I opened my mouth to show
my young son the cum that pooled on my tongue.  I closed my lips
and swallowed it all in one gulp.

“Mom, you swallowed it all.” He said in amazement.

“Sure, it tastes really good.”

“Really, what’s it taste like?”
I leaned back on the couch pulling him on top of me.  I put my
sticky lips on his and kissed him like a mother should never kiss
her child.  My tongue pushed into his mouth letting him taste the
left over cum that was in there.  I guess it was instinct that
took over.  He sucked on my tongue and pushed his into my mouth.
We kissed like long lost lovers for several minutes.

“Wow, that was so cool.” He panted when we broke off the kiss.

“Look, I don’t believe it.  You’re getting hard again.” I told
him as I gazed at his semi-hard cock.

He looked at his cock and laughed.  He said he couldn’t believe
it.  He asked if he could make me feel good now.  I nodded my
head and spread my legs apart for him.

“What do I do mom?”

“I guess since I’m teaching you to dance, I might as well teach
you about sex too” I laughed.

“I’d like that mom.”

“I bet you would.” I laughed.  “Okay let’s get started.”

I patted the couch next to me signaling him to take a seat for a
few minutes.  He sat down staring at my tits.  I told him the
first thing he has to remember is that nobody can ever know what
we do together.  I explained that I would go to jail and he would
be put in foster care if anyone finds out.  He swore that he
wouldn’t say a word to anybody.

“Okay, let me explain about a woman’s body.  First and foremost,
never do anything that the girl don’t want to do.   Always
remember that sex should be enjoyable for both people.  Now move
closer and I’ll show you the important parts.”

He shifted a little closer to me.  I lifted on of my tits and
pointed out my nipple and areola.  I told him the my nipples get
harder and even longer when I get excited.

“Go ahead and feel my tits if you like.”

 He reached over with a shaky hand and put it over my tit.  I
felt the heat of his palm on my nipple.  I told him to squeeze
gently and feel all over it.  He was kind of clumsy but it still
felt good to me.  After a few moments of feeling my tit, I told
him to pinch and pull my nipple.  He took the hard nipple between
his fingers pinching it tenderly.  It felt good but I needed it
to be pinched harder.

“Billy, pinch it harder and pull and twist it for me.”

Oh my God, my pussy got instantly wet when he pinched hard and
twisted it roughly.  I reminded him that I had two tits.  He
moved his other hand to the other tit.  I laid my head back on
the couch and let the pleasure take over.  He pulled, pinched and
pulled my nipples until my pussy was just soaking wet.

“Okay Billy, that’s enough for now.”  I told him. “You did real
good, my pussy is so wet right now because of that.”

He sat back smiling at me.  I suggested he kneel on the floor in
front of my so I can show him the parts of my pussy.  I didn’t
have to ask twice.  He dropped to the floor and moved between my
spread legs.  He stared closely at the first pussy he’s ever
seen.

“It sure looks wet.” He told me.

“You made it that way when you played with my tits.”

“Can I touch it mom?”

“Take your hands and spread my pussy lips apart so I can show you
what will make me feel the best.”

My preteen son reached out with shaky hands and carefully pulled
my pussy lips apart.

“Okay, look at the very top of my slit.  See this thing here,
this is my clit.” I told him as I touched my hard little love
button.  If you rub me here it feels really good and I will cum
feeling as good as you did.”

“Do you want me to rub it now?”

“Not yet sweetie, let me show you the other parts.  This small
opening here is my urethra, that’s where my pee comes out.”

He moved closer looking to where I was pointing.  I showed him
the other hole explaining that it was where a man would put his
cock.  I showed him how my fingers slide easily into my pussy.

“Wow, that’s so cool mom.”

“Are you ready to try to make you mom feel good?”

“Okay, tell me if I’m not doing it right.”

“I will Billy, just go slow and feel my tits and my pussy.  Get
use to touching me then concentrate on making me feel good. 
Remember this is a lesson for you.” I told him as I spread my
legs even further apart.

My 12 year old moved between my legs so his dick was resting on
my pussy.  He bent down and put his soft lips on mine.  I pulled
him down on top of me, mashing my tits into his chest as we
kissed.  My tongue wormed its way into his mouth.  We tongue
wrestled for several minutes before I told him to suck on my
tits.

“Oh my, OOHHH suck my nipples Billy suck them hard.” I urged him.


He moved his lips from one tit to the other.  He sucked hard and
even bit down gently on them.  I told him to bite a little
harder.  My pussy was soaking wet in no time at all.   I told him
to rub my pussy with his hand while he sucked my tits.  His hand
moved immediately to my sopping wet pussy and began to rub all
around my mound.  I let him suck on my tits for a few minutes
more before I told him to concentrate on my pussy.  He moved down
so he was lying between my legs.  I could feel his breath on my
cunt.

“Can I try to lick it like you did to me?” He asked.

“You don’t have to do that.” I told him.

“But I want to mom.  You did it for me so why can’t I do it for
you?”

“Well, if you’re sure you want to then I guess it’s okay with
me.” I said.

“Do I just lick it until you feel good or what?”

“Lick my slit, suck my clit and push your tongue into my hole. 
All those things will make me cum.”

He spread my lips once again with his hands and looked at my wet
pussy for a moment.  His warm breath on my pussy excited me.  It
had been so long since someone besides myself touched my body.  I
was trembling with excitement.

I let out a low moan when his tongue touched my pussy for the
very first time.  He started by my cunt hole and licked up to my
clit.  I cried out in joy when his tongue flicked over my hard
love button.

“Oh my God Billy, keep doing that.  I think  you’re going to make
me cum already.” I cried out.

“AAAHHHHH, AAAHHH, OOOHHHH Billy, OOOHHHH God I’m cumming.” I
screamed as my body shook violently.

His tongue kept flicking over my clit as he sucked it.  I held
his head in my hands making sure he didn’t move.  It seemed to
take forever for me to stop shaking.

“Oh Billy that was wonderful.  Push your tongue in my hole now
honey.”

He ran his tongue down my slick slit until he came to my cunt
hole.  He pushed his tongue against my hole.  I groaned loudly as
his tongue slid into my pussy.

“Oh yeah, Oh yeah, wiggle it around Billy, OOOHHHH God it feels
so good.”

His tongue was wiggling like a snake inside of me.  My pussy was
creaming constantly.  I was giving my son a good taste of my
pussy juice.  I cried out again as another massive orgasm washed
over me.  I pulled his head tightly against my pussy mashing his
lips on my cunt lips.

“Enough, Oh Billy that’s enough.” I told him as I pushed his head
gently away from my sensitive pussy.

He sat up looking at me.  I could see his lips were slick with my
pussy cream.  I pulled him up to me and kissed him hard and deep.
 My tongue pushed quickly into his mouth gathering up all the
left over pussy juice that was there.

“That was so good Billy, you are a fast learner.  I felt
fantastic.” I praised my boy.

“It was fun mom.  You taste so good.  I’ll do it again if you
want me too.”

“I’d love for you to do it again but its getting awful late.  We
better stop and think about going to bed.” I told him.

“But what about my dancing lessons.”

“Tomorrow is Saturday so we have all day.”

“Okay, I guess that’ll be okay.”

I looked at him as he stood before me.  His cock was stiff as a
board again.  I smiled telling him that he might want to go in
his room and take care of that before he goes to sleep.  He
smiled, kissed me good night then headed for his bedroom.  I
walked naked into the kitchen and poured a nice big glass of
wine.  I returned to the couch and sat thinking about what I had
just done.  I felt regret for doing it with my young son but I
also felt a warmth after cumming feeling in my pussy.  I finished
my wine, picked up all the clothes  that were lying on the floor
and headed for my bedroom.  As I passed Billy’s room, I peeked in
the half open door and saw him stroking his hard cock.  I leaned
on the door jamb and watched as he shot his young cum all over
himself.  I was mildly shocked when he used his fingers to scoop
it up and put it in his mouth.

“Do you feel better now?” I asked when he was done eating his
cum.

“Oh yeah, and I really like the taste of my cum.”

“I told you, I loved the taste of your dad’s and now I love
yours.”

“Do all cum taste the same?  I mean would my cum taste like,
let’s say, Tommy’s?”

“Well, I have never tasted your best friends cum so I wouldn’t
know if he tastes like you.  I know that some are thicker, some
are thinner, some are saltier.  Some shoot a lot of cum and some
not so much.  But I think the taste is all about the same.”

“Oh, okay.”

“Are you planning on something with Tommy?”

“I don’t know, would it be wrong if I did stuff with him?  I mean
I would never tell him what we’ve done but I think it would be
fun to make him feel good.”

“I don’t see any harm in it as long as he wants to do it.  In
fact, I would like to watch that.” I giggled.

“Cool mom, I’ll talk to him and see if he wants to mess around
like that.”

“Good night honey.” I said as I headed for my room.

I took another shower before crawling into bed.  I fell asleep
almost immediately.  Next time I opened my eyes, there was bright
sunlight shining through my windows.  I got up then headed for
the bathroom.  When I was done peeing, I took a quick shower. 
After the shower, I dressed in shorts and a thin t-shirt with no
bra.  I figured since Billy saw me naked last night and I wasn’t
planning on going anywhere today, I didn’t need a bra.

Billy was sitting at the kitchen table eating a bowl of cereal
when I walked in.  His eyes nearly popped out of his head when he
saw my tits through the thin material.

“Wow, nice shirt mom.” He laughed loudly.

“I thought you would like it.”

“Are you going to continue the lessons today?” Billy asked
between mouthfuls.

“What lessons are you talking about?” I teased.

“You mean we can do that stuff again?”

“I’m sure that can be arranged.  But first I need to eat
breakfast.”

“I’ll make it for you.  How about scrambled eggs?”

I watched as my son busied himself making my breakfast.  After a
several minutes, I had a plate of scrambled eggs, toast and a cup
of coffee.  I ate my meal, enjoying every bite of it.  It always
taste better when its cooked by someone else.  When I was done, I
told him to get the music ready while I did dishes.  It didn’t
take me that long to clean up his mess.

I walked into the room and saw Billy swaying to the music with
his eyes closed.  He had his arms outstretched like he was
holding a girl.  He twirled around the room in time with the
music.  He blushed when he opened his eyes and saw me watching
him.

“Very nice Billy, you’ll be all right at the dance if you keep
doing that well.”

“You’re a good teacher mom.”

“Thanks sweetie, let’s see how you do with a partner.”

He took me in his arms holding me close to him.  My tits mashed
into his chest and I felt a hardness poking me below.  He whirled
me around the room in time with the song.  I knew he had it down.
 I told him that we should do a couple of fast ones because that
will be the one they play most.  He put a cassette in the tape
deck and the two of us shook and twisted through three songs.

“Enough.” I panted out as I flopped on the couch.

Billy collapsed next to me breathing just as hard.  I told him
that his dance lessons were over.  I said that he had nothing to
worry about now.  He thanked me again for the help.

“I think I need a shower after that workout.” I told him.

“Mom can we. . .you know. . .can you show me some more?”

“Some more dance steps?”

“MOM, you now what I mean.  Can you show me more sex stuff.”

“I guess so if you really want too.”

“I do mom, I do.”

“Okay, we both need to take a shower and clean up.  Meet me in my
room when you’re done.” I told him.

When I was done with my shower, I found Billy laying on my bed
naked as could be.  His cock was sticking straight up in the air.
 He smiled and told me that he couldn’t help it.  He said it has
been hard since we danced close together.  I suggested that we
take care of the problem right away.  He wanted to know if he
could make me feel good again.  He told me that he really liked
doing that last night.

“Okay, we can do it to each other at the same time.” I said.

I moved over him turning around so my head was at his feet and my
feet at his head.  I scooted back until my pussy was over his
face and his cock was by my mouth.  I lowered my pussy to his
waiting face.  I took his hard cock in my mouth.  I shivered from
the vibration that tingled through my pussy when he moaned into
it.

As I sucked his cock, he moaned almost constantly into my pussy.
My cunt cream was leaking out in a steady flow from those
vibrations.  His tongue lapped up all my juices then returned to
sucking my clit.   His hips were bucking up at my face.  I sucked
him down to the root and licked his small nut sack at the same
time.

“OOHHHH Billy, push you finger in me, I need to feel something in
my pussy.” I pleaded with him.

I sucked his cock harder when I felt a finger slip into my hole.
 He wiggled it all around my hole as he used his lips and tongue
on my clit.  My body began to respond by trembling non-stop.

Billy pulled his mouth off my pussy and begged me not to stop
because he was close to cumming.  He pushed his face right back
onto my cunt.  My trembling turned into shaking as my orgasm
quickly overtook my body.  I moaned loudly around his hard cock
making it erupt into my mouth.  As I poured my cunt cream into
his mouth, he filled my mouth with his hot sticky cum.  I savored
every single drop of his young seed.  I sucked and licked until
there wasn’t another drop appearing at the tip of his dick.  I
let his now limp cock fall from my lips and concentrated on the
feelings that Billy was giving me.  I had one big orgasm and he
kept licking and now I was nearing another one.

“Yessss.” I hissed as his lips pulled my clit hard.

I told him to push another finger in.  I let out a loud groan as
two of his fingers slipped into my pussy.  When they reached in
as far as they could go, I went over the edge and cried out my
orgasm.  I could feel myself flooding his mouth with my cream.  I
heard him lapping it all up and swallowing it down.

“Wow mom, that was even better than last night.”

“You are learning fast Billy, you made me cum real good.” I told
him as I turned around and laid next to my son.

“I love doing that to you mom, you taste so good.”

“If you think you get hard again, there is something else we can
do.” I told him as I ran my fingers over his boy nipples.

I kept my eyes on his flaccid cock as I toyed with his nipples. 
It began slowly but soon I noticed that he was getting stiff
again.  He put his hand over one of my tits and began to play
with my nipple.  It didn’t take long after that to see that he
was rock hard again.

“Would you like to try something new?” I asked him.

“Sure, what is it.”

“Would you like to put it in me?”

“You mean I can fuck. . .Oops, sorry mom.” He said blushing
madly.

“No Billy, we aren’t going to fuck, we are going to make love. 
There’s a big difference.”

“I’m sorry mom.”

“Billy you need to know that what we are doing is out of love for
each other.  If you didn’t care for me then it would be just a
fuck but since we love each other and want to please each other,
it’s called making love.”

“I understand mom, I just heard it called that from some kids at
school.”

“It’s okay honey, as long as you know the difference now.”

“I don’t know what to do mom?”

“That’s what I’m here for sweetie.  I’ll instruct you on what to
do.  First just start out like before.  Kiss me and play with my
tits.  Then you can suck my tits while you play with my pussy. 
Then suck my pussy until I tell you to put it in.”

Billy rolled over on top of my supporting himself on his elbows.
He smiled down at me as he lowered his lips on mine.  My arms
went around him hugging him tightly as we kissed as not mother
and son should ever kiss.  Our tongues tangled together as we
mashed out lips together.  As we kissed, he moved his hand down
to my chest and began to pull and twist my already hard nipples.
I groaned into his mouth as his fingers twisted my nipple almost
painfully.

“I’m not hurting you am I mom?” He asked as he pulled his lips
from mine.

“Goodness no.  It feels wonderful Billy.” I whispered to him.

I heard him tell me that he loved me just before he sucked my tit
into his mouth.  His rough tongue ran over my nipple sending
waves of pleasure to my cunt.  He moved from one tit to the
other.  He would suck and bite my nipple until he heard me groan
then he would switch to the other nipple and do the same thing. 
I used my hands on his head to let him know that I wanted my
pussy sucked.  He kissed his way down until his mouth was
covering my wet mound.

“AAAAWWWWWW God.” I moaned out loudly when his tongue plunged
into my sopping wet hole.

My pussy was pouring out my cunt cream as he used his tongue to
gather it all up.  I couldn’t stand it any longer.

“Oh Billy, put it in, put your beautiful cock in me.”

“What do I do mom.  Show me.” He said urgently.

I reached down gabbing his cock with my hand.  I pulled it to my
waiting pussy putting the tip at the entrance.  I told him to
push until he was all the way inside.  I took my hand away once I
felt him pushing.  My pussy opened up letting his preteen cock
slip in easily.  I heard a soft groan escape his lips as he
pushed his entire length into me.

“How does it feel Billy.”

“Holy smokes mom, its so warm and tight.  It feels better than
anything.”

“You feel so good inside of me.  It’s been a long time.  I forgot
how it feels to have a hard cock inside of me.  Now you need to
move your cock in and out.  Don’t pull to far back so it comes
out.”

He pulled back just a hair then slid back in.  I saw the smile on
his face when the pleasure registered in his brain.  He did it
again only this time he pulled farther out before pushing back
in.  I pulled him down on top of me.  His lips found my nipple as
he began to fuck me steadily.

“Oh mom, I don’t think I can last much longer, it feels too
good.” He cried out to me.

“Try Billy, try so we can cum together.”

“AAAHHH, AAAAHHHH, OOHHHH God mom I’m cumming.” He cried out.

I felt his cock explode inside of me.  I felt like his cum was
scalding the inside of my cunt.  I felt each spurt of his hot cum
as he emptied his balls.  I could feel his cock shrinking inside
of me when he finished cumming.  I groaned out in disappointment
at not cumming myself.

“I’m sorry mom, I’m sorry.” He said to me.

I was just about to tell him that it was okay when he moved
quickly down and buried his face in my pussy.  I felt his tongue
worm into my hole getting all the cum that was oozing out of it.
He would lap up his cum then flick his tongue over my clit a few
times before returning to my hole to gather more of the combined
cream.

My hips began to buck almost uncontrollably.  I let out a loud
scream when he pushed two fingers deep into my pussy.  My cunt
clamped down hard on his fingers as my orgasm crashed over me.  I
saw stars behind my closed eyes as wave after wave of pleasure
washed over me.  Tears were rolling down my cheeks.

“What’s wrong mom, I’m sorry I couldn’t hold out longer.” He said
as tears weld up in his eyes.

“Oh baby no, I’m not crying because of you finished before me,
I’m crying because you made me feel so good.  I haven’t felt like
that since your daddy died.  You are a fantastic lover.” I
praised my 12 year old son.

Billy hugged me tightly while he kissed me so tenderly.  I kissed
him back telling him how much I loved him.

“Billy, you don’t think I’m a bad person for letting you do this
stuff do you?” I asked as I pulled my lips from his.

“Gosh no mom, I love that you would teach me this stuff so I know
how to treat a girl and make her feel so good.”

“You’ll make any girl feel so special.  You are a fantastic lover
and know how to make a girl feel so good.” I giggled at him.

“Maybe I can try with Jennifer.” Billy pondered.

“Only if she wants to.  Remember it is only good when both people
want to do it.” I reminded him.

“I know mom, I think she likes me and I know I like her.”

“Okay but just don’t be pushy, girls don’t like that at all.” I
warned him.

“I won’t, I promise.”

“Okay, let’s go take a shower.  I think your lessons are
complete.  You have it down perfect.”

“Can I take a shower with you?” He wanted to know.

“I guess it would be okay.  No hanky panky though.” I laughed as
I slapped his butt playfully.

We washed each other but kept it strictly to cleaning ourselves.
As we dried ourselves after the shower, Billy asked if he could
invite Tommy over.  I looked at him raising my eyebrows.  He
assured me that he would never tell him what we had done.  He
said he just wanted to see if Tommy rubs himself and shoots his
cum yet.  I laughed saying that he should have him come over.

“If he wants to do it together, do you want to watch mom?”

“I don’t know Billy, what if he see’s me.”

“I’ll leave my door open just a crack and you can watch from the
hallway.”

“Okay, I think I would like to watch that.”

He left my bathroom to go to his own room to dress and call
Tommy.  By the time I dressed and went to the kitchen, Billy was
already making a sandwich for lunch.  He told me that Tommy would
be here in about 10 minutes.

I was eating my lunch when Tommy knocked on the kitchen door.  I
yelled for him to come in.  He walked in smiling at me.

“Hi Mrs. Patterson.”

“What did I say to call me.” I laughed.

“Oh I forgot.  Hi Mrs. P.”

“That’s better Tommy, Billy is in his room, you can go on in.” I
smiled at him.

I watched as he walked  out of the room.  He was the same age as
Billy but he looked totally different.  Where Billy was active in
sports, Tommy was more into music.  He played the piano and
guitar.  He was slightly chunkier that Billy but not obese.  He
had sandy blonde hair that hung to his shoulders.  Suddenly my
mind pictured him walking out of the room completely naked.  I
shook my head to get the image out of my head.  I wondered what
was wrong with me.  I figured that I was just tired from the sex
that I had with Billy.  I cleaned the kitchen up, washing the
dishes and putting them away.  Just as I was finishing, Billy
walked into the room.

“I just need a couple of sodas.” He informed me.  “Guess what
mom, he does it too and wants to do it together.”

“Sounds like fun.” I smiled at my son.

“Remember, I’ll leave the door open a little for you.” He told me
as he left the room.

I sat on the kitchen chair thinking about his offer.  It was
tempting to go watch the boys beat their meat but if I got caught
and he told his mom and dad then what.  I wrestled with what to
do until I decided that I would casually walk by and see if I
could steal a peek.  I gave them a few minutes to get started.  I
could feel my pussy getting wet thinking of what I might see.  I
stood up and crept down the hallway towards Billy’s slightly
opened door.  I stood outside the door with my back against the
wall.  I didn’t look in, I just listened to the conversation.

“I wish you’d shut the door.” I heard Tommy say.

“I left it open just a little bit so we can hear if mom walks
down the hall.” Billy explained.

“Okay, I sure hope she don’t because I’m almost ready to shoot.”
Tommy giggled nervously.

“Me too, it’s more fun when we do it together.’

“Yeah, it makes it more exciting.” Tommy agreed.

“Oh man, I’m going to cum.” Billy cried out as his cock began to
spurt his hot cum out.

I couldn’t resist any longer, I had to take a peek.  I turned so
I could just take a quick pee into the room.  I saw Billy
stroking his hard cock fast as he spewed cum all over his chest.
I saw Tommy laying next to him watching Billy closely.  His hand
still stroked his cock but he was staring at Billy’s cock as it
shot it’s load.  When Billy was done, he licked his hand clean
then began to scoop up all the cum on his chest.

“No shit, you eat your cum?” Tommy said in disbelief.

“Well yeah, don’t you?”

“No way, I mean I never tried it before.  What’s it taste like?”

“Salty and thick but I like it a lot.”

I turned my gaze to Tommy’s crotch and his hard cock.  His dick
was a little longer than Billy’s but it was a lot thicker.  My
pussy was leaking like crazy watching him beat his meat.

“Oh shit man, I’m cumming.” Tommy cried out.

I stared at his cock as a thick rope of sperm shot out and landed
on his upper chest with a loud splat.  His hand flew over his
cock making more of his pearly cum fly out of his dick.  By the
time he was done his chest was coated with the sticky cum.

“Taste it Tommy, it won’t kill you.” Billy told him. “I dare
you.”

Tommy looked at his cum covered hand turning it this way and that
way.  He held it under his nose sniffing at it.  Finally he stuck
out his tongue and touched it to his slimy finger.  I watched to
see his reaction to his first taste of cum.  He brought the
sample back to his mouth and rolled it around inside of his
mouth.  I saw the smile spread across his face just before he
stuck his fingers into his mouth sucking them clean.  He used his
other hand to scrape all the cum off his chest and eat it.

“Man, you were right, it does taste good.  I never knew that
before.  I won’t be using tissues anymore.” He giggled as he
licked the last of the cum off his fingers.

“I don’t know about you but I’m still hard,” Billy told him
shaking his dick at him.

“Ha, I am too.” Tommy laughed at him.

“Hey, I got an idea, wanna do it to each other?” Billy asked him
nervously.

“Hell yeah.” He said laughing.

Billy moved next to him.  He reached out taking his friend’s hard
cock in his hand.  The boys were so focused on each other’s
cock’s that I felt confident about watching from the doorway. 
Billy told his friend that his cock felt so hot and was thicker
than his.  Tommy took my son’s dick in his hand and squeezed it
gently.  He told Billy that his cock felt almost like his.

I watched the two preteen boys jack each other’s cocks.  As they
stroked each other, I heard Billy tell Tommy that he couldn’t
wait to get his first blowjob.  I smiled thinking on how many
he’s had so far.  Tommy said he wished he had a mouth over his
dick right now.

“I’ll do it for you Tommy if you do it to me?” I heard Billy
offer.

“HUH, are you gay?” Tommy said.

“Hell no, I’m taking Jennifer to the dance Friday.  I just
thought that we both want to know what one feels like and this
would be a good chance to see.”

“But what if someone finds out?” Tommy shot back.

“Who’s going to tell, you?”

“Well, no not me.”

“Sure isn’t going to be me.” Billy giggled.

“You said you’d go first?” Tommy said as he kept rubbing Billy’s
dick.

“Yeah, after all I was the one that suggested it.  But you have
to promise to do it to me after.” My son told his best friend.

“Billy are you really going to suck my cock?”

“Only if you do it to me after.” I heard Billy tell him again.

“Shit, I want to feel what a blowjob feels like, I just don’t. .
.damn. . .Oh what the hell.  Suck me Billy and I’ll do it to
you.” Tommy finally told my son.

My pussy was getting wet just listening to their conversation.  I
couldn’t believe that I was going to see my 12 year old son suck
his best friend’s cock then get his sucked by him.  I moved my
fingers down to my wet pussy and slowly began to rub myself as I
turned my attention back to what was going on in Billy’s room.

“Move to the edge of the bed.” Billy told him.

Tommy moved to the edge of the bed letting his legs dangle over
the edge.  I watched my son move between Tommy’s legs.  He took
Tommy’s hard cock in his hand looking at it closely.  I saw him
glance over at the door and smiled when he saw me watching. 
Billy licked his lips nervously as he examined Tommy’s cock and
balls.

“Come on man, suck it.” Tommy said impatiently.

Billy’s tongue came out and ran up and down his friend’s hard
cock.  Tommy let out a very loud groan when Billy’s tongue
circled around the head of his cock.

“Holy shit Billy, your doing it, you’re really doing it.” Tommy
moaned.

Thankfully Tommy couldn’t see the doorway from his position.  I
had a perfect view of Billy licking his cock.  My fingers flew
over my clit as I watched.  Billy looked right at me as he opened
his mouth and put it over Tommy’s cock.  He gave me a thumbs up
sign as he closed his lips around his best friend’s cock.

“AAAWWWWW Jesus Billy, I never felt anything so good in my life.”


Billy slid his mouth all the way down Tommy’s dick.  Tommy
grabbed Billy’s head with his hands and held him tight against
him.  I knew he wasn’t going to last long.  Billy began to move
his lips up and down his dick as he used a hand to massage his
nut sack.  I never imagined how hot it would be watching my son
suck another boy off.  My pussy was dripping.

“Oh my God Billy, suck my cock, OOOHHH I’m so close.” Tommy
groaned out.

Billy sped up.  His head was moving faster up and down on Tommy’s
cock.  Tommy was using his hands to guide Billy’s head at just
the right speed.

“Oh God Billy, are you going to let me shoot in your mouth. 
OOHHHHH let me cum in your mouth.  Billy, please let me cum in
your mouth.” He begged.

I knew Billy had no intention of wasting his cum.  I watched as
he tapped Tommy on the leg and gave him the ok sign.  That seemed
to push Tommy over the edge.

“AAAAAAAAHHHHHH, I’m cumming Billy, Oh fuck I’m cumming.” He
screeched out as he pushed his cock into my son’s mouth as far as
he could get it.

I watched as Billy’s cheeks puffed out from the amount of cum
that filled his mouth.  I saw his throat working fast to swallow
it all down.

“AAAAWWWWW shit, take my cum Billy, Oh God, you’re swallowing it
too.” He moaned as he shot even more cum into Billy’s mouth.

Billy pulled his friend’s dick out of his mouth and licked all
the remaining cum from it.  He swallowed every drop of the sticky
load before he asked Tommy how it felt.

“Holy shit Billy, I can’t believe  you actually sucked my cock
and swallowed my cum.”

“It isn’t so bad.  Yours taste just like mine.  Maybe a little
thicker but not bad.”

“Billy, I don’t think I can do it.” I heard Tommy tell him.

“Bullshit, you either suck my cock or I’ll beat you to a bloody
pulp.  You promised man.”

“Yeah but. . .”

“NO FUCKING BUTS.” Billy yelled clenching his hands into fists.

I was about to go in and tell him to stop but Tommy finally
agreed to try it at least.  Billy’s voice got softer as he told
Tommy that it wasn’t bad.  He told him it was like sucking on
your thumb.  He assured him that there was no taste to sucking a
cock and said that the cum was just about the same so it’s no big
deal.

“Okay, but if I don’t like doing it, I’m stopping and I don’t
care what  you do to me.” Tommy told him bravely.

I stepped back a little from the door just in case Tommy glanced
over my way.  My hand was still busy on my pussy.  I had cum a
couple of times but still kept rubbing myself.  I looked at Tommy
as he dropped to his knees in front of Billy.  Billy told him to
lick his cock like he did for him before taking it in his mouth.
He told Tommy it was easier if it was wet.

I giggled very softly when I saw him squeeze his eyes shut
tightly as he stuck out his tongue and touched it to Billy’s hard
cock.  Tommy moved his tongue up and down Billy’s dick several
times before he opened his eyes.  I saw a little smile spread
across his face.  He opened his mouth letting the head of Billy’s
dick enter his mouth.  Billy groaned out loudly when his lips
sealed tightly around his hardness.

“Oh yeah Tommy, see I told you it wasn’t bad.”

Tommy answered by sliding his mouth down the hard pole.  I could
see his tongue moving around Billy’s cock as he sucked him. 
Billy told him to rub his balls too.  Tommy obeyed his request
and massaged his nut sack gently.  I could see Billy humping his
hips up to his friends face pushing his cock even deeper into his
mouth.  Billy reached out taking Tommy’s head in his hands.  He
pulled his best friend tighter against his crotch.  Tommy’s mouth
was sliding rapidly along the length of Billy’s stiff dick.

“Jesus Tommy, don’t stop.  I’m going to shoot real soon.  I want
to fill your mouth with my hot cum.”

Tommy nodded his head as he sucked Billy’s dick.  I pulled my
t-shirt over my head so I could pinch my nipples as I fingered my
pussy while watching these two boys.

“Get ready Tommy, I’m going to cum.  OOHHHH shit, OOOHHHHHH God
I’m cumming.  AAAAAWWWWW, swallow, swallow it all.” Billy
screeched out to his friend.

I saw Tommy’s throat working as he swallowed each spurt that
Billy shot into his mouth.  Billy moaned out each time his cock
unloaded a blast of hot cum.  Billy let Tommy’s head go so he
could go at his own pace.  His mouth still moved up and down but
slower now.  I let out a small squeak as my pussy clamped down on
my fingers.

“Shit Tommy, that was so good.” I heard Billy tell his friend.

Tommy pulled Billy’s dick from his mouth and began to lick it
clean.  Billy looked over at the door and motioned for me to come
in.  I shook my head no.

“Holy shit, mom how long have you been there.” Billy said loudly.

Tommy fell backwards quickly trying to cover his cock.  He looked
around trying to figure if Billy was joking or not.  When he
didn’t see me he told Billy that what he did wasn’t funny.  Billy
didn’t say anything but pointed at the door.  Tommy turned and
looked right at me.

“Oh my God, Oh Mrs. P. we. . .it wasn’t. . .I mean. . .we were
just. . .please don’t tell my mom and dad.”  Tommy stuttered on
the verge of tears.

I figured I had better go in and try to calm him down.  I walked
into the room forgetting that I had taken off my t-shirt.  Tommy
looked up and his mouth fell open when he saw my naked tits.

“Tommy, what you do here stays here.  You don’t have to worry
about you parents hearing about this from me or Billy.”

He nodded his head but couldn’t speak.  He just stared at my tits
with his mouth hanging open.  Billy laughed telling him he better
shut his mouth before a fly flies in there.

“You want to play with us mom, I’m sure Tommy wouldn’t mind.”
Billy asked.

“I don’t know.  Tommy might not want to do that.” I replied.

“Do what, what are you guys talking about?” Tommy finally spoke.

“Can I tell him mom?”

“I suppose so, he’s seen half of me already.” I laughed.

“Mom and I mess around together.  She sucks me and I suck her. 
I’ve even fucked her.” Billy boasted to his best friend.

“No way, I don’t believe that.”

“Can we show him mom?”

I smiled at my son as I slowly pulled my shorts and panties down
my legs.  I stood before the two preteen boys completely naked. 
I looked at Tommy and told him very firmly that he can never tell
anyone what we do in this house.  He swore he wouldn’t say a word
to anyone.  He kept his eyes glued to my neatly shaved pussy
trying to get a good look.  I looked at the boys and saw that
both of their dicks were standing at attention already.

“What would you boys like to do?” I wanted to know.

“Can you suck us?” Billy asked.

“Can I touch your tits Mrs. P.?” Tommy asked politely.

“Of course you may Tommy, you can suck them if you would like
too.”

Tommy looked over at Billy to make sure it was okay and this was
really happening.  Billy smiled at his friend and told him to
bite the nipples a little because it makes me feel so good.

Tommy reached up with shaky hands and placed each of his hands
over my tits.  I moaned softly from the heat of his palms on my
nipple.  He squeezed each of my tits gently.

“You can squeeze harder Tommy, you won’t break them.” I laughed.

“Here let me show you how she likes it.” Billy told him.

Billy mauled my tit and pulled my nipple way out.  He gave it a
good twist with his fingers before putting his lips over it.  He
sucked and licked all around the hard nipple then took it between
his teeth and pulled it away from my body.  My tit stretched out
painfully but a good feeling pain.

“AAAWWWWWW, yeah like that.” I groaned.

Billy let my tit fall from his mouth and told Tommy to take over.
 Tommy sucked the other one into his mouth and copied what Billy
had just done.

“OOOOOHHH yeah Tommy, suck my tits, do the other one too.” I
moaned to the preteen.

Billy tugged at my shorts pulling them down to the floor.  He
yanked my panties down right after that so I could step out of
both of them at the same time.  Tommy let my tits go and leaned
back so he could look at me totally naked now.

“Wow, a real pussy.” He said making Billy and me laugh loudly.

He blushed brightly apologizing for saying that.  Billy laughed
telling him that he said the same thing the first time mom showed
it to me.

“Can I touch it Mrs. P.?”

“You better do more than touch it Tommy, mom likes to be licked.”
Billy informed him.

“Really, no kidding, I can lick her pussy.” Tommy said in
disbelief.

“You can lick me right now.” I told him as I climbed onto Billy’s
bed.

I moved to the center of it and spread my legs wide for Tommy. 
Billy told him to move between my legs and check my pussy out.  I
heard Tommy whisper that he couldn’t believe what was happening.
He moved between my legs and got down on his belly.  I could feel
his hot breath on my pussy as he stared at his very first pussy.
Billy moved down near him so he could tell him what to do.  Billy
told him to use his hands and spread the lips apart so he can see
the inside. Tommy’s hands trembled as he slowly opened my pussy.


“Oh man, look at that.  This is so cool.” He murmured.

“Go ahead and taste it.  I guarantee you love the taste of mom’s
pussy.  Be sure to lick and suck that little bump at the top of
her slit, that’s what drives her crazy.” Billy urged him.

I listened to Billy telling his friend to lick my pussy.  I
couldn’t believe that my son was letting him do all this.  I
should have stopped him but I’m so hot and horny I don’t care
that he whores me out to his best friend.

I jumped a little when Tommy’s tongue touched my cunt for the
first time.  He ran it up my slit to my clit.  I don’t know who
moaned the loudest, him or me.  Billy told him to suck on my clit
for a few minutes then push his tongue into my hole.

“AAAAAWWWWWW, Oh Tommy eat me, eat my pussy Tommy.” I cried out
as he sucked my clit into his mouth and bit down gently.

Billy told him to stick his tongue in my hole now.  I held my
breath in anticipation.  He tongue moved down my sopping wet slit
until he felt the opening to my vagina.  He grabbed my hips and
shoved his tongue hard into my pussy.

“AAAAAWWWWWW yeah, Oh Tommy, push it all the way in and wiggle it
around for me.”

His tongue felt like it was alive in my pussy.  It wiggled all
around making me shake with excitement.  Billy began to nibble on
my nipples as his friend worked my pussy with his lovely tongue.

“Oh Tommy, Tommy, push your finger in me, suck my clit and push a
finger in.” I begged.

“Do it Tommy, she wants you to push a finger into her pussy.  Do
it.”

He licked back up to my clit sucking hard on it.  His finger sunk
all the way into me with one quick push.  He began to pump it in
and out as he chewed on my clit.

“Oh, Oh, put. . .put another one. . .in.” I panted.


Tommy shoved two fingers into my making me cum immediately.  My
pussy gripped his fingers as my cunt juice flooded out around his
fingers.  I can’t remember ever cumming that hard before.

“Oh my God Tommy, that was fabulous.” I said as I gently pushed
his head away from my throbbing pussy.

“Pretty cool wasn’t it.” Billy asked.

“Yeah, I love the taste of your pussy Mrs. P.”

“Mom, I need to put my dick in you now.” Billy told me. “Can you
suck Tommy while I do it?”

I looked at my son thinking I should stop this insanity right now
but my pussy was still tingling and I knew that Billy would make
me cum again.  I nodded my head telling Tommy to move up so I can
suck him.

“Hey Billy, can I fuck your mom too?” Tommy asked hopefully.

“When I get done pumping my cum into her pussy you can have a
turn.  But when you get done you have to suck all the cum out of
her pussy for her.”

“Hey, no problem buddy.  I’ll clean it real good.” He smiled as
he moved up by my head.

Billy moved between my legs lining his stiff preteen cock up with
my cunt hole.  I turned my head looking closely at Tommy’s cock
for the first time.  His dick head was a dark red and oozing his
precum.  I opened my mouth letting him push it inside.  I closed
my lips around his hardness sucking the youngsters hard cock.  I
groaned around the stiff dick as Billy slowly pushed his cock
into my pussy.

“Holy shit Billy, you’re doing it, you’re really fucking your
mom.”

“No, I’m making love to her Tommy, there’s a difference.”

I wiggled my hips on Billy’s hard cock letting him know that I
appreciated what he just said.  Tommy’s cock was so hard that I
thought he might cum before he got a chance to put it in me.  He
must have thought so too because he pulled his cock out and told
me that he needed to take a break so he wouldn’t cum too soon. 
He moved down so he could watch Billy’s cock plowing in and out
of me.

“Mom, you’re so hot and wet, I can’t wait much longer.” Billy
cried out.

“Go ahead Billy, shoot your cum and fill me with it.” I told him
as I used my pussy muscles to squeeze his young cock.

“OOOHHHHH geez mom, Oh I’m cumming,” Billy screeched.

His cock fired is red hot cum deep into my pussy.  I used my
heels to pull him deeper as he unloaded his balls.  Tommy
muttered that he couldn’t believe what he was seeing.   Billy
pumped the last of his load into me then slowly pulled his
shrinking cock out of my pussy.

“Clean my cock for me Tommy then you can put you can have your
turn.”

Tommy didn’t hesitate at all.  He quickly took Billy’s cock in
his mouth sucking every last drop of our combined juices from it.
 He licked all around the head and even cleaned Billy’s nut sack
for him.  He sat up looking at Billy.

“Okay Tommy move between mom’s legs and line your dick up with
the hole.  Then push it in.”

I closed my eyes and waited for my pussy to be filled again with
a young hard cock.  I felt him moving his dick around trying to
get it into the right position.  I finally reached down taking
his cock in my hand and put it where it belonged.  I told him to
slowly push it in.

“OOOHHHH my, OOOHHHH it’s so hot and wet.  Oh God I don’t want to
cum too soon.” Tommy cried out.

“Just hold it without moving.  You’ll calm down and then you can
start pumping it in and out.

His dick was a little thicker than Billy’s so I felt a little
fuller with his cock in me.  My pussy was still tingling from
Billy.  I asked my son to suck on my tits while Tommy screws me.
He moved up to my chest and took a nipple between his lips.  As
he began to pull on it, Tommy began to move his cock in my pussy.


“Oh Mrs. P., it feels so good.  I never knew it could be like
this.” Tommy moaned.

He was pumping faster and faster into my pussy now.  I could feel
myself getting wetter from the fine fucking he was giving me. 
All of a sudden I had an image flash in my mind.  I told Tommy
and Billy to stop and get off of me.  They moved quickly thinking
that they had done something and I was upset.  I told them that
everything was fine but I wanted to try something.  I got up on
my hands and knees telling Tommy to push his cock back into me. 
He moved behind me and slid into me with ease.  I told Billy to
crawl under me and lick my clit while Tommy fucks me.  He smiled
and winked at me.  I laughed at my son telling him to hurry
because I was getting close to cumming.

He scooted underneath me and positioned himself so he could lick
my clit.  I knew that he would be licking Tommy’s cock too as he
moved in and out.

“Holy smokes, if you keep that up Billy, I’m going to cum soon.”
Tommy groaned out.

My pussy was on fire.  I needed to cum and I needed it to happen
soon.  I begged Tommy to do it faster and harder.  He sped up and
his hips were slamming into my ass cheeks.

“Jesus Billy, lick my cock some more.” Tommy grunted out to
Billy.  “AAAHHHHH, Oh yeah, rub my balls. OOOHHH God I’m going to
cum Mrs. P.”

He slammed his cock all the way in making me cum.  I screamed out
as my pussy clutched his cock in a vice like grip.  I could feel
his cock spurting deep inside of me.  His cum was so hot and it
seemed to go on forever.  My cum was so big and so hard that I
thought I might pass out.

“When you pull out, suck her pussy clean and I’ll clean your dick
for you.” Billy told Tommy.

“It feels so good I wish I didn’t have to pull it out.” Tommy
said with a little giggle.

I could feel it though when he finally began to withdraw his
shrinking dick.  As soon as it was out, I rolled onto my back. 
Tommy quickly moved between my legs again and covered my mound
with his mouth.  I could see Billy scoot under him, taking his
slimy cock into his mouth to clean it.  Tommy brought me to
another powerful orgasm with his tongue making my pussy flood his
mouth with my juice and both of their cum.  When everyone was
cleaned, the three of us laid next to each other on the bed.

“How did you like that Tommy?” Billy asked his friend.

“Oh my God, what can I say.  It was fantastic.  Mrs. P. you are
beautiful.  I love the taste of your pussy.  Thank you for
letting me do that.”

I smiled at him telling him that he must promise not to tell
anyone.  I told him that he could come over and we can all play
again real soon.  He wanted to know what day.  I laughed telling
him that Billy will let him know.

I think you two better take a shower then I think Tommy better
head home, its getting late.  I picked up my clothes from the
floor and headed to my bedroom and the master bath.  I showered
and dressed again in shorts and a t-shirt.  I was in the kitchen
when the boys came in all clean and dressed.

Tommy came up to me thanking me for the hundredth time.  I turned
hugging me to me.  He took my shirt covered tit in his mouth
sucking and flicking his tongue over my braless nipple.  I
laughed pushing him back.

“See you later Mrs. P.” He said right before he surprised me with
a kiss on the lips.

I kissed him back letting him push his tongue into my mouth.  I
sucked his tongue like it was a cock.  I heard him moan.  Billy
told me that I better stop or Tommy’s going to make a mess in his
pants.  I pushed the preteen away laughing a little.

“Okay Tommy, I’ll see you soon, and remember not to say a word to
anyone.” I reminded him again.

“I’m going to walk Tommy out mom.  I’ll be back in a couple of
minutes.” Billy told me.

“Dude, you are the luckiest guy in the world.  You have a hot mom
who lets you do stuff like that with her.” Tommy said when we
were outside.

“Yeah I know.  Mom is the best.”

“When can I come over again.” Tommy wanted to know.

“I’ll let you know, it won’t be during the school week.  Maybe
next weekend.”

“Okay, I’ll just have to beat off all week.” He laughed.

Billy came back into the house telling me that Tommy was anxious
to come back.  I told him that I kind of figured that.  I told
him to go into the family room because I wanted to talk to him. 
The smile faded from his face as he wondered if he was in
trouble.  I didn’t say anything, I wanted him to worry a little.
I finished what I was doing then headed for the family room.

“What’s wrong mom?”

“Listen, I enjoyed what we did with Tommy but don’t think you can
just have me do stuff with your friends like that.  I’m not some
bimbo that you can dish out.”

“Mom, I’m sorry.  I didn’t think you’d mind.  I knew how much you
enjoyed it with me.  I don’t think you’re a bimbo.” Billy said on
the verge of tears.

“I know you don’t sweetie, but it makes me feel cheap and dirty
being treated like that.”

“I won’t ever do that again.  If you don’t want to do anything
with Tommy again, I’ll tell him.  I love you and don’t want you
to hate me.”

“Oh Billy, you know that I could never hate you.  I did enjoy
doing things with Tommy and we can do that again but he is the
only one.  If we do with anyone else we have to talk about it
first.  Agreed?”

“Agreed.”

“I think we should go out for supper.  How does a nice steak
sound tonight.”

“Cool, let’s go.”

We were seated at a table in the corner.  We talked softly about
what we today.  He said it was really exciting watching Tommy do
it with me.  I smiled saying that I enjoyed watching him sucking
Tommy off.   We paused the conversation each time the waiter came
near.  Billy and I enjoyed our meal.  I paid the bill then headed
for home.

“Are you excited about the dance.” I asked once we got back in
the house.

“I sure am.  She’s real pretty mom.”

“Where does she live?  Near here?” I asked.

“She lives about three blocks from here.” He replied.

“Why not ask her over some day after school.  It’s always nice to
know the person better.”

“Maybe I will on Tuesday, we only have a half a day of school. 
I’ll ask her on Monday.”

We watched TV and chatted during the commercials.  Billy began to
doze off so I told him to get his butt to bed.  He kissed me on
the lips pushing his tongue into my mouth.  His hands moved down
to my breasts giving them a gentle squeeze.

“Good night mom, I love you.”

“Love you too.  See you in the morning.”

Monday afternoon when I came home from work, Billy was waiting
for me.  He was bubbling with excitement.  He told me that he
asked Jennifer to come over on Tuesday.  He said that she liked
the idea and was going to come over right from school.

“I’m sure she will check with her parents.” I said.

“Her mom works until 9 pm. And don’t get home until about 9:30. 
She told me that her dad is out of town with work all week.”

“Maybe I better call her mom.” I said.


‘Okay, I got her phone number in my book bag.”

“I’ll call after supper.” I told him.

“And do you know what?  She likes to shoot baskets.  I told her
we can shoot some hoops.” He said without missing a beat.

“Did you invite her to stay for dinner?”

‘Uhm, no I never thought of it.”

“I can ask her Tuesday.  Thanks mom, you’re the best.”

“I don’t have to go to the office tomorrow so I can make a nice
dinner for the three of us.”

“Cool.” Billy said as he quickly kissed me.

“You better get that homework done young man.”

“Okay mom, call me when dinner is ready.”

Billy left for his room and I turned my attention to cooking a
spaghetti dinner.  I was setting the table when Billy came back
into the room telling me that he was all done with his homework.
I told him it was perfect timing because dinner was ready.

We talked throughout dinner.  Billy wanted a refresher dance
lesson before Friday’s dance.  I assured him that we would do
that before the dance.  Billy helped me with the dishes then said
he was going to take a shower and go to bed and read.  I told him
that I was going to call Jennifer’s mom at 9:30 to make sure she
is okay with her coming over.

I picked the phone up at 9:30 dialing the number that Billy gave
me.  A young girl answered.  I told her who I was and that I
wanted to speak to her mother.  A few moments later an older
voice was on the line.  After saying who I was and why I was
calling, we talked like old friends.  Her name was Anne and we
had so much in common.  By the time we hung up, an hour had
passed like ten minutes.  We agreed that Jennifer would stay here
until she came and picked her up when she got off of work.

I checked to doors to make sure they were all locked then headed
to bed.  As I walked past Billy’s room, his door was slightly
ajar so I glanced in and saw him lying on the bed slowly stroking
his hard cock.  I kept watching until his cum flew out and
covered his chest.  He scooped up his sticky cum with his fingers
and ate all his own seed.  I went to me room to rub myself until
I had my own cum.

Billy was up and out the door for school a half hour early.  He
said he wanted to meet Jennifer and walk with her to school.  He
told me that they would be home around noon.  I busied myself
cleaning the kitchen and then picking up the mess in the other
rooms.  I quickly ran the vacuum over the carpet.

I was sitting with a nice glass of wine when I heard the back
door open.  I heard two voices in the kitchen then I heard Billy
call out asking where I was.  I called back telling him that I
was in the family room.  I waited to see the young girl that has
captured my preteen son’s heart.

“Mom, this is Jennifer.” He said when they came into the room.

I stood up offering the young girl my hand.  She reached out with
her small soft hand taking mine in hers.  She shook it gently as
she smiled so sweetly at me.

“It’s nice to meet you Mrs. Patterson.”

“Please, all Billy’s friends call me Mrs. P.”

“Okay thank you.” She spoke softly.

I looked at the pretty preteen girl before me.  Billy didn’t lie,
she was stunning.  Her long black hair hung straight down her
back and her green eyes sparkled with youthfulness.  I could see
the small swelling of her young breasts pushing her t-shirt out
in front.  I couldn’t see the nipples so I guessed that she had a
bra on.  Jennifer was very good at keeping a conversation going.
We talked for an hour straight without knowing how much time had
passed.

“Jennifer, would you like to shoot some hoops?” Billy asked.

“Sure.”

I watched as the two of them left.  I thought Jennifer was a very
polite and well mannered young lady.  I was proud of the choice
my son made for a date to the dance.  I sat sipping my wine and
listening to the sound of the bouncing basketball.  I finally
decided I had better get in the kitchen and start preparing
dinner.  I had a nice pork roast marinating on the counter.  I
went into the pantry to get the potatoes and found a bag that was
full of rotten ones.  I cussed softly under my breath.

“Billy, come in here please.” I called out the back door.

“What is it mom?”

“The potatoes are rotted, I need to you ride your bike to the
grocery store and get a 5 pound bag for me.”

“But mom, I have company.” He whined.

“It’s okay Billy, I can help your mom with the other stuff.”
Jennifer told him.

“Okay but it will take me almost an hour.” He complained.

I gave him some money, kissed him on the cheek and told him to
get going.  Billy blushed at being kissed by his mother.

He waved as he walked out the door.  Jennifer asked me what she
could do.  I told her she could sit at the table and keep me
company.  She said she would like to help but I told her that she
was the guest.  She took a chair at the table and began to tell
me about her mom and dad.  She complained that her dad had to
travel so much for work.  She said that he is home only about a
week a month.  I told her that it must be hard for her and her
mom.

“It is but we cope.” She said with a weak smile.

Mrs. P, can I ask you a question?”

“You can ask me anything sweetie, that’s a rule I have in this
house.  Anything discussed in this house stays in this house.”

“Really, I can ask you anything?”

“Yep, and I will answer it the best I can.”

“Okay, I’ve never been on a date before, what if Billy wants to
kiss me.”

“Would you want him to?”

“I guess, I’ve never kissed a boy before.  I don’t even know if I
know how to do it right.”

“First rule is NEVER do anything you don’t want to do.  I don’t
worry about Billy because I taught him that.”

“I just wish I was more experienced with kissing.  I don’t want
to look stupid.” she said as her voice cracked like she was going
to cry.

“Oh honey, it’s not that hard.  Would you like me to show you
how.”

“Would you Mrs. P, would you really teach me how to kiss the
right way.”

“Only if you promise not to tell a soul.  I could go to jail.”

“I swear I won’t tell anyone Mrs. P.” She said holding up her
hand.

“Let’s go into the family room and sit on the couch like you and
Billy might do.”

She followed me into the room sitting next to me on the couch. 
She sat close enough for me to feel her trembling.  I told her to
relax and if she didn’t want to do this, we didn’t have too.  She
shook her head saying that she really wanted to learn how to
kiss.

I pulled her to me and put my lips on hers.  She kept her lips
puckered tightly closed.  I pulled back telling her to watch what
I do.  I licked my lips and let them relax naturally.  I
explained that her lips were too tightly clamped shut and too
dry.  She licked her full lips letting them relax to a natural
state.  I pulled her to me again kissing her once more.  This
time her lips were soft, moist and supple.  I felt her relax even
more as we kissed.  I ran my tongue around her lips making her
gasp in surprise.  When her mouth opened, I pushed my tongue
inside.  At first she was shocked but soon she let me explore her
mouth.  My tongue checked out every inch of her mouth.  I ran my
tongue over hers making her moan even louder into my mouth.

“Oh my.” She panted when we pulled away from each other.

“Are you okay.”

“Yes, I’m fine.  Does it always feel like that?”

“Nope, it feels even better than that at times.”

“Can we do that again?”

I didn’t answer, I just pulled her to me again.  This time before
I could push my tongue into her mouth, she pushed hers into mine.
 Her tongue  moved all around the inside of my mouth exploring
every inch.  I took my hands and moved them down to her small
breasts.  I squeezed gently and pulled at her nipples through the
material of her t-shirt.

“AAAAHHHHH, Oh Mrs. P. that makes me feel so good but funny in my
belly.”

“Jennifer, have you ever masturbated before?”

She blushed brightly and told me that she had tried but must have
done it wrong because it didn’t feel all that good like her
friends told her it would.  I asked her if she would like me to
show her how.

“Would you Mrs. P.  I could never ask my mom to show me, I’d just
die.”

“Sure I will but only if you are positive that  you want me to
show you how.  You realize that you will have to take off your
shorts and panties.”

“I do, I do.  I don‘t care, I‘ll take off my shorts.”

To prove the point, she quickly lifted her butt off the couch and
pulled her shorts and pretty pink panties down to the floor.  She
pulled her t-shirt over her head while kicking her shorts off to
the side.  I looked at her nakedness and admired her lovely body.
 Her small tits were the size of half a large orange. Her areolas
were the size of a quarter and a dark pink color.  Her nipples
were small but now hard from the cool air.  I glanced down
between her legs and saw just a few sparse black hairs sprouting
up around her mound.  Her pussy lips were just starting to
protrude.  She was blushing a little as I looked her young body
over.

“Okay, the first thing you need to. . .” Was all I got out before
the ringing of the phone interrupted me.

I grabbed the portable phone and hit talk.  I heard Billy cussing
up a storm.  I told him to stop and tell me what’s wrong.  He
explained that he had just left the store and got a flat tire. 
He asked if I could pick him up.  I reminded him that Mr. Hanson
came over and picked up the car to change oil.  I told him to
just push the bike back home.  I told him to hang on and I would
put him on speaker so he could say hello to Jennifer.

“Hi Billy, sorry about your flat tire.” She told him.

“Thanks Jennifer, I’m sorry, I’m not spending a lot of time with
you.” He whined.

“Don’t worry about it.  Your mom and I are just sitting here
talking.” She said.

“It’s going to take  me well over an hour to walk back home.”

“When you get here, I’ll give you a nice big kiss for all the
trouble you’ve been through.”

“Really, I kiss, I’ll be there as fast as I can.” He told her as
he hung up.

“Billy will be running home now.” I laughed.

“I like Billy.  I dream of kissing him all the time.” Jennifer
admitted.

“Okay, lets get back to making you feel good.” I told her as I
used my hands to spread her legs open a little more.

I explained that when she does this by herself she should start
by playing with her tits.  I reached out and took one in my hand.
 I demonstrated how to squeeze it and play with the nipple.  I
pulled and twisted it gently.  Jennifer let out a low soft moan
as I played with her tit.

“How does that feel?” I asked her.

“Nice Mrs. P.  It feels real nice.  It makes me feel funny down
there.”

“That’s good, it means you’re getting excited.”

I told her that once she started to feel like that in her pussy,
she should move her fingers down.  I watched as she put her hand
over her entire mound.  I told her to use a finger and slide it
along her slit.  I told her that when she got to the top of her
crack she would feel a bum.  I said that was her clit and it
would give her the most pleasure when she rubbed it.  Jennifer
let out a loud gasp of surprise when she touched it.  I sat back
and watched as she discovered the joy of rubbing her pussy.

“Oh Mrs. P.  I think I better stop.  I feel like I need to pee.”

“No honey don’t stop, keep rubbing and it will feel better than
you ever imagined.”

Her finger flew around her clit.  I told her to run her finger
down her slit to get it wet again.  She followed my instructions
and let out a loud moan as she rubbed her clit again.

“Oh, Oh, OOHHHHHH, I. . .I think. . .I’m dying. . .OOOHHHH what’s
hap. . .happening.”

Jennifer let out a growl that turned into a high pitched wail. 
Her young body stiffened as her very first orgasm hit her like a
ton of bricks.  Her mouth was open in a silent scream as she
shook violently again.  She let out a loud grunt then collapsed
back onto the couch.  Her breathing was ragged and fast.

“How did you like it.” I asked smiling at her.

“Oh Mrs. P.  That was awesome.  Is it always like that.”

“No it can even be better.”

“No way, how can I make it feel better?”

“Well, to feel even better you need a partner.”

“Can you show me Mrs. P.  Please, can you be my partner?”

“I don’t know Jennifer, I could get into so much trouble.”

“I swear that I won’t say a word to anyone.”

My pussy was soaking wet and was aching to be touched.  I looked
at her sitting there naked and willing to learn what I could
teach her.  I smiled and told her that I would be glad to show
her.  I asked her if she minded if I got undressed too so I
didn’t mess up my clothes.

“Not at all, I’d like to see you naked,  You’re beautiful.” She
told me smiling back at me.

“Thanks, that’s very nice of you to say to an old lady.”

“Ha, you sure don’t act or look old.”

I pulled my t-shirt over my head exposing my braless tits to her.
 She muttered the word “beautiful” under her breath.  I smiled at
her lifting my breasts with my hands.  She stared at them in
admiration.

“I hope mine grow as pretty as yours.” She told me.

“Yours are perfect now honey.  I love the way they stand up so
pert.’

I kept my eyes on her as I lifted my butt and pulled my shorts
down my legs.  I pulled them off and added them to the pile of
clothes that were already there.  Jennifer licked her lips
nervously as she waited for me to pull my panties down.  I hooked
my fingers in the waistband and pulled my panties down and off.

“Wow, you keep it trimmed so nice.  I wish I had hair on my
pussy.” Jennifer told me.

“You’re starting to sprout hair now and it won’t be long before
you have a nice bush.  If you like, I’ll teach you how to keep it
trimmed if you are too embarrassed to ask you mom.”

“Thank you Mrs. P.  I don’t think I could ask mom about any of
this.”

“Are you ready to feel even better than before.” I asked the
preteen.

“You bet I am.  What do I have to do?

“Not a thing.  Just lay back and enjoy.”

She fell back on the couch with her legs hanging over the edge. 
I used my hands to spread them apart and moved between them.  I
moved forward until I felt her hot damp pussy on my belly.  I
leaned forward kissing her soft lips.  My tongue played across
her lips until she opened her mouth letting me push it inside.  I
used my hands on her small tits, pulling and twisting her tiny
nipples.  Her back arched up as she begged me to do it some more.
 This little girl was hot and ready for me to make her feel good
again.  I kissed my way down to her tits.  I flicked her nipple
with my tongue making her moan softly,.  She grabbed my head
pulling it hard against her small chest.  I opened my mouth
sucking the small mound of tit flesh into it.  My tongue flew
over her nipple as I sucked.

“AAAAWWWWW Mrs. P., OOOOHHHH yeah, don’t stop. Oh that feels so
good.”

I moved to the other tit and repeated my movements.  Her little
body was trembling with pleasure as I worked her tits with my
mouth and tongue.  Jennifer cried out in disappointment when I
pulled my mouth from her tit.

I kissed and licked my way down over her flat belly heading for
her sweet preteen pussy.  The closer I got to it the stronger the
sweet smell of excitement became.

“Mrs. P., are you. . .are you going to lick me down there?”

I didn’t answer her, I showed her by running my tongue down the
damp slit of her preteen pussy.  Her cunt juice was so good, I
couldn’t wait to make her cum even more.

“OOOHHH Mrs. P., OOOHHHH I never felt anything like that before.”

I moved my tongue back up and circled her tiny clit.  I flicked
my tongue over it coaxing it to come out of its protective hood.
Jennifer let out a loud gasp as her hips bucked up at my face.  I
sucked her clit into my mouth using my tongue on it.  Her hands
held my head tightly against her young pussy.

“Oh, Oh, OOOHHH yeah, OOHHHH suck it Mrs. P.  suck it.”

I moved a finger to her slit running it up and down her wet
crack.  I felt her hot wet hole and began to tease it with the
tip of my finger.  Her small body began to tremble then shake and
then she let out a scream as she stiffened out like a board and
her pussy poured out its cream.  I quickly moved my mouth down
sucking every drop of her sweet nectar into my mouth.  She was
grinding her pussy on my mouth as she cried out in loud short
squeaks.

“Mrs. . .Mrs. P, Oh stop, Oh my God I’m going to die.” She cried
out.

I didn’t stop, but I did slow down.  I took my finger away from
her hole and just used my tongue to slowly lick up and down her
wet slit.  I put my sticky lips on hers letting her sample her
own cunt juice.  She wanted to know if all girls taste like her.
I told her that all women taste very much alike.  There are
little differences but basically pretty much the same.

“That was unreal, is it always that good.” She asked.

“Usually unless you are with someone who don’t know how to do
it.” I giggled.

“Can we do it again.  Can I do it to you?” Jennifer asked me.

“Yes we sure can do it again but you don’t have to do it to me.”

“But I want to Mrs. P.  I want to see what its like to do it.”

“Okay then, but lets go to the bedroom, we’ll be more
comfortable.” I suggested.

“What about Billy?” She asked.

I looked at the clock telling her that we had probably about 45
minutes or so.  She asked if that was enough time.  I assured her
it was.  We walked to the my bedroom.  I pulled the sheets and
blanket down to keep them clean.  She jumped on the king sized
bed laughing happily.  I joined her on the bed.  I pulled her
close to me feeling the heat from her body as our lips met.  Her
tongue pushed into my mouth and I sucked on it as if it were
Billy’s cock.  I heard her moan into my mouth as we kissed.  Her
trembling hand moved down to my chest taking one of my tits in
it.  She squeezed it and then began to work my nipple like I did
hers.  My pussy was soaking wet by now.  I started to play with
her tits too as we continued to kiss each other.

“I want to lick you Mrs. P.” She told me as she looked at me.

“Okay, why don’t you get on top of me and turn around that way I
can lick you as you lick me.”

“Cool.’ She said as she swung her legs over top of me.

She lowered her pussy to my face and then placed her lips on my
wet pussy.  I felt her tongue move slowly up my slit tasting my
cunt juice for the very first time.  She lifted her face from my
pussy telling me that she really likes the taste of my juices. 
She buried her face in my pussy again and began to lap up the
cream that was leaking from my pussy.  I chewed gently on her
clit making her moan into my pussy.

“Oh God Mrs. P.  I can’t do it anymore, you’re making me feel too
good.  I’ll do it after you make me feel good.” Jennifer said as
she lifted her face.

I put my hands on her soft round ass cheeks and pulled her down
harder onto my face.  I buried my tongue as far as I could in her
preteen pussy.  She wiggled her pussy on my face crying out that
I shouldn’t stop.  I wondered if she still had her hymen.  I
moved a finger to her wet little hole and very slowly pushed it
in to her.  Jennifer moaned loudly then gave out a little yelp. 
I quickly pulled my finger back.  I wiggled the tip of my finger
inside of her.  Her little body began to jerk.  I sucked hard on
her small clit and wiggled my finger faster in her hole.

“AAAHHHH, AAAAAHHHH, Oh Mrs. P. OOOHHHH my God, it’s happening,
Oh make me feel good.” She screamed as her body shook hard.

Her pussy poured out its cunt cream.  I quickly moved my mouth
over her pussy hole, sucking every drop of her sweet juice.  I
was so hot myself that I was ready to explode without even
touching myself.  I could only imagine what it was going to be
like when she pushed her tongue into my cunt.

“That was the best yet Mrs. P.  Thank you, thank you so much.”
She panted.

I let out a groan when her lips found my pussy again.  Her tongue
ran up and down my sopping wet slit.  She found my clit and
sucked it into her mouth.  Her tongue flicked across my love
button making me cry out in pleasure.

“Oh Jennifer, Oh baby eat me, eat my pussy.  You’re a natural. 
OOHHHH yeah lick me.” I groaned out to my preteen lover.

“Oh baby, put a finger in me.  Oh God I’m so close.  Push your
finger in Jennifer.”

I moaned out loudly as her finger slid all the way into my pussy.
 I had a small orgasm but was still building to the big one.  I
told her to push another one in.  My heart skipped a beat when
both fingers slipped into me.  She pumped her two fingers in and
out as she sucked my clit.

“AAAWWWWW, Oh sweetie don’t stop. OOOHHHHH yeah, OOHHHH yeah,
faster, Jennifer do it faster.”

Her fingers flew in and out of my cunt as her tongue danced
across my clit.  I felt my body begin to tingle and then tremble.
 I was panting like a marathon runner.

“OH MY GOD.” I screamed loudly as my orgasm crashed over me.

I held her head tightly against my pussy as I flooded her mouth
with my juices.  Jennifer was trying her best to lap it all up. 
I could hear her gulping it down her throat.

“Oh baby that’s enough.” I groaned out when it got too sensitive.

She sat up licking her sticky lips.  I pulled her to me and
kissed her slimy lips tasting my own cum.   We hugged each other
lovingly as we kissed deeply.

“Wow, that was awesome.” I heard Billy say as he clapped his
hands.

“Oh my God.” Jennifer screamed as she quickly pulled the covers
over herself.  She began to sob softly.

“Jennifer, it’s okay honey, it’s okay.” I tried to comfort the
crying young girl.

“But. . .he. . .he saw. . .saw me naked.” She sobbed.

“Jennifer, you’re beautiful.  Don’t cry, please.” Billy spoke to
her softly.

I told Billy to come over to the bed.  Jennifer curled up into a
tight ball as he came close.
I reached out grabbing his shorts in my hand.  I gave them a hard
yank pulling them down.  I grabbed his boxers next and pulled
them down too.  His hard cock bobbed in front of us.

“See Jennifer, now he’s naked too.” I giggled.

Jennifer looked at Billy’s hard cock.  I told her that now she
has nothing to be embarrassed about, we were all naked.  She
smiled weakly but remained covered.

“How did you make it home so fast.” I asked him.

“Mr. Jacobson saw me pushing my bike and gave me a ride.  I
remember Jennifer saying that she would give me a big kiss when I
got back.”

We both looked at Jennifer and saw her turn beet red.  Billy
knelt on the floor by the side of the bed next to her.  He looked
at her asking if it would be alright to get that kiss now.  She
slowly nodded her head.  I watched as Billy leaned forward
putting his lips on hers.  I could see Jennifer relax and open
her mouth for Billy.  Their tongues met then wrestled with each
other.  Billy moved his hand to the covers and pulled them away
from her body.  She didn’t resist as they kept their lips pressed
together.

“Oh man that was so good.  You’re not only beautiful but you’re a
great kisser.  And I got to taste mom on your lips too.”

“Do you guys. . .”

“Yeah, we do stuff together.  We love making each other feel
good.” Billy admitted to her.

“Can I touch you Jennifer?” He asked.

“I. . .I guess so.” She answered nervously.

I sat up watching these two preteens begin to explore each other.
 Billy’s hands moved to her small chest and played with her
little tits and their nipples.  Jennifer reached out and touched
her very first cock.

“OOOHHHH Billy, that’s nice.  You make me feel so good when you
do that.” She moaned.

“Billy why don’t you stop so Jennifer can look at your cock,
she’s never seen one before.” I told my son.

He looked at Jennifer.  She smiled asking him if she could look
at it up close.  He smiled back at her and laid down on the bed
next to  her.  She got up moving down so she was sitting next to
his dick.  I sat on the other side to help her as she explored
her first hard cock.

“Is it always so hot and hard?” She asked looking at me.

“No sweetie, its only hard when the man gets excited.  Billy got
hard just from looking at us naked.”

“It’s so soft on the tip, like a sponge almost.”
Jennifer said in wonderment.

“Feel his balls that are inside his sack.” I told her.

She moved a hand down to his nut bag.  I warned her to be very
careful with his balls.  I explained how they were extremely
sensitive.  She took his sack in her hand and very gently rolled
his balls around.  Billy let out a little moan as she played with
his nuts.

“Move you hand up and down the shaft while you play with his
balls.” I told her.

“Oh geez, OOOOHHHHH Jennifer, Oh God that feels so good.” Billy
groaned out loudly.

“Keep doing it just like that and you’ll see him shoot his cum.”
I told her.

She nodded her head smiling at me.  Her hand slid up and down his
cock.  She asked what was oozing out of the hole.  I explained
about precum to her.  I ran my finger through it and pushed it
into my mouth.  I told her that it didn’t have much taste so she
should try it if she wanted to.  I watched as she put some on her
finger and tasted it.  She said it was good and resumed stroking
his rock hard dick.

“Faster Jennifer, do it faster, I’m so close to shooting my cum.”


Her hand sped up and Billy’s breathing sped up too.  I knew he
was very close by the way his legs began to stiffen as he
strained to hold it back.  I instructed Jennifer to keep stroking
his cock even when he started shooting because it feels good for
him while he shoots.

“AAWWWW Jesus.” Billy cried out as he blasted his first shot of
cum.

Jennifer’s eyes got big as she watched his cum fly out of his
cock.  Billy fired out 5 strong strings of cum.  After that it
just kind of flowed down Jennifer’s hand.  When he was finally
drained, he told her she could stop now. Jennifer looked at her
cum covered fingers.  I told her to watch as I ran my finger
through a puddle of cum on his belly.  I held up my cum coated
finger for her to see then pushed it into my mouth.  I sucked it
clean showing her the clean finger.

“What’s it taste like.  Does it taste like his precum?”

“Not really, this is thicker and salty but still good.” I told
her as I scooped up another finger full.

She held her fingers under her nose then I saw the tip of her
tongue come out and take a little taste back to her mouth.  She
tasted cum for the first time and must have liked it because she
sucked her fingers clean.  As she cleaned her hand on his cum, I
bent down and licked his belly and chest clean.  When I was done,
I pulled Jennifer to me kissing her with my sticky lips.


“Wow, that was so cool, I loved the way it shot out of it.”
Jennifer giggled once we broke off our kiss.

“Look sweetie, he’s still hard?”

“Do you want me to do it again Billy, I will if you want me too.”
She told him.

“Can I make you feel good now Jennifer?” He asked.

“You bet you can.”

“Why don’t Billy start making you feel good then after a while he
can swing his legs over you so you can suck him.” I told the
young girl.

“Uhm, I guess, I’ve never done that before.”

“Sorry, I forgot.  Let me show you how right now.” I said as I
took my son’s hard cock in my hand.

I slowly slid my hand along the hard shaft giving his cock head a
squeeze when I reached the top.  I told Jennifer to start by
licking along the shaft.  I told her that when she reached the
bottom, she should lick all around his nut sack.  I said that she
should suck his balls into her mouth but to be very, very careful
not to suck too hard.  I told her to lick back up and take his
dick in her mouth.  I explained that once she had his cock in her
mouth all she had to do was move her lips up and down on it.

“I guess its better if I just show you.” I told her as I licked
Billy’s cock down to his nut sack.

I licked all around his wrinkled sack then gently sucked his
balls into my warm mouth.  He let out a little moan as I washed
his nuts in my mouth.  I glanced up at Jennifer to see if she was
watching.  She was staring hard at my mouth as I licked back up
his hard cock.  I circled his cock head a few times with my
tongue before I opened my mouth and let him inside.

“AAWWW mom, geez  you suck it so good.” Billy groaned out as my
lips slid down his cock.

I moved my mouth up and down his cock a few more times before
asking Jennifer if she was ready.  She nodded her head silently
as she stared at his raging hard cock.  I warned her to watch her
teeth so she doesn’t scrape his cock.  I moved out of the way but
sat near enough to have a good view of her giving her very first
blowjob.

“I hope I do it right Billy.” She spoke softly as she reached for
his hardness.

“I’m sure you will do great.” He answered.

I watched as her tongue came out and tasted her first cock.  She
licked down his length and right to his nut sack.  Her small pink
tongue moved all over his sack then I watched as she opened her
mouth and sucked his balls in.  Billy let out a long loud sigh of
pleasure as she washed his nuts with her tongue.

“Oh Jennifer, Oh that’s perfect, Oh just like that.  Now suck me.
 Suck my cock for me.”

She let his nuts fall from her mouth and licked her way up his
stiff dick.  Her tongue moved around in circles over the head of
his cock.  Watching her was making my pussy sopping wet again. 
Jennifer looked at me as she opened her mouth wide and slid her
lips over the top of Billy’s cock.  She closed her lips just
under the ridge of his cockhead.

“AAAAAHHHHHH, Oh Jennifer.  My God it feels so good.” Billy
moaned loudly.

I smiled at her letting her know that she was doing a good job. 
She slowly slid her lips down his cock.  When she reached the
base of it she moved right back up to the tip.  She repeated the
process over and over each time going just a little faster.

“I. . .I can’t hold back. . .Oh I’m. . .I’m cumming Jennifer,
OOOHHHH God I’m cumming.” He cried out to her.

She kept moving as he exploded into her mouth.  I saw her cheeks
puff out from the massive load that my son pumped into her
preteen mouth.  She swallowed fast so she could take the next
blast.  Billy was humping his hips up to her mouth with each
spurt of his cock.  She held on, taking every drop of his hot
sticky cum.  When Billy was finished, she sat up licking her
lips.  I bent down and cleaned my son’s cock for him.

Billy sat up pulling Jennifer to him.  He put his lips on her
sticky ones and kissed her hard and deep.  I could tell their
tongues were wrestling as they kissed.

“You were fantastic Jennifer, you made me feel unbelievably
good.”

“I liked doing it.  I was nervous at first but it’s kind of fun
and I like the taste of your cum.” She replied.

“Would anyone like to take care of me now?” I asked with a
giggle. “I’m hotter than hell watching you two.”

“I’ll do it.” They both answered at the same time.

They laughed like crazy then said that they both would do it.  I
stretched out on the bed.  Billy and Jennifer moved up and they
each latched onto one of my tits.  I groaned as they sucked my
breasts.  Jennifer was softer and gentler than Billy.  Billy
sucked harder and used his teeth on my nipple.

Jennifer let go of my tit and moved between my legs.  Her tongue
went immediately to my wet hot hole.  She shoved her tongue all
the way into my pussy lapping up the cunt juice that was flowing
freely from me.  Billy was still sucking my tit and now was
squeezing the other one with his fingers.  Jennifer moved her
mouth to my clit and pushed two fingers into my pussy.  I let out
a high pitched squeal as my body exploded.  I could hardly
breathe, she kept plowing her fingers in me and sucking my clit
while Billy kept sucking my tit.  Wave after wave of pleasure
cascaded over me.  I pleaded with them to stop but they wouldn’t
quit.  I finally had to roll over to get away from them.  As I
panted hard trying to recover, I heard them laughing.

“Are you two trying to kill me.” I panted out to them.

“What a way to go mom.” Billy laughed even harder.

‘Oh my God, how would we explain that to the police.” Jennifer
roared with laughter.

“Okay you two nuts.  Time for a shower before Jennifer’s mom gets
here.  And remember, not a word to anyone.” I laughed with them.


“I wanted Billy to put it in.” Jennifer said disappointedly.

“Sorry dear, we just don’t have enough time.” I told her.  “When
you go to the dance, I can pick you two up early and come back
here.  Then you can do it.”

“Cool.” Billy chimed in.

“I guess that makes sense.” Jennifer agreed.

“Come on Jennifer, we can shower together in the hallway
bathroom.” Billy said as he got off the bed.

I watched the two naked preteens trot off to the shower.  I laid
on my bed basking in the afterglow of a marvelous cum.  I
couldn’t believe what I’ve done in the last few days.  I hadn’t
had sex in ages and now I’ve had it with my son, his best friend
and his new girlfriend.  I should feel a pang of guilt but I
didn’t.  Everyone enjoyed themselves, nobody got hurt and they
all wanted to do it.  I finally got off the bed and headed for
the shower.

“Thanks Mrs. P.  I really enjoyed doing all that stuff with you
and Billy.  I can’t wait till he can put his dick in me.”
Jennifer told me as we all sat in the family room waiting for her
mom to arrive.

“It was my pleasure Jennifer, just remember that you can’t tell a
soul, not even your best friend.”

“I won’t, I promise.  You have been so nice to me.  I wish my mom
was as cool as you are.”

We chatted for over a half hour before the doorbell rang.   I
left the two of them in the family room as I went to answer the
door.  I opened the door to see a very attractive woman.

“Hi, I hope I’m not too late.” She said as she offered her hand.

“Not at all.  We’ve had a lovely time.” I told her as I shook her
hand.

I led her into the family room.  Jennifer jumped up and hugged
her mom.

“Mom, this is Billy.” Jennifer introduced him.

“Nice to meet you.” Billy said.

I excused myself and went to the kitchen to pour a couple glasses
of wine.   Once again we talked like we were friends forever.  We
decided that since she works late in the evenings, I would take
the kids to the dance and pick them up.  I would bring them back
here and wait for her to pick Jennifer up.

“This was the best night ever mom.” Billy said with a huge smile
after Jennifer and her mom left.

“It was definitely exciting.” I told my son.

“Isn’t she just the prettiest girl you’ve ever seen?” Billy
asked.

“She is very pretty and very well built.” I giggled.

“I can’t believe I got to do that stuff with her.  How did you
ever get her to do that stuff.”

“I didn’t make her do anything,  She asked some questions and I
answered them honestly.  Things just kind of went from there.” I
told him.

“I love you mom.” He said as he kissed me.

“You better get to bed, it’s a school night you know.”

“Okay but I sure can’t wait until Friday.” Billy said as he
headed off to bed.

I was on my second glass of wine when the phone rang.  When I
heard Jennifer’s mom on the other end, my heart skipped a beat or
two and visions of jail popped into my head.  I listened to her
asking if she could come over again because there was something
she needed to talk to me about.  I told her to come on over and
we could have a glass of wine and a nice chat.  She didn’t say
what she wanted but she didn’t sound upset so I took that as a
good sign.  I quickly went up to check on Billy and found him
sound asleep already.  I was pouring the wine when I heard the
doorbell again.

“Come in Julie.”

“Thanks for letting me come over so late.  Jennifer is sound
asleep so I thought I could come over and talk for a little
while.”

“No problem, let’s go in the family room.”

“Mary, I feel very comfortable talking to you even though we just
met a short time ago.”

“What’s on our mind Julie?”

“Well, on the way home, Jennifer began to ask me questions about.
. .you know. . .about sex.”

“I guess she’s at that age and curious.” I said hoping she didn’t
tell her mom anything.

“Oh I know but its. . .shit.” She cussed as she drained her
glass. “Could I get a refill.”

I went into the kitchen to get the wine.  I returned with the
bottle and filled her glass again.  She drained half of it
immediately.

“Christ Julie, what’s wrong.”

“If I tell you something, will you promise not to say anything
about it to anyone.”

“I’ll tell you like I tell my son, what is said in this house
stays in this house.”

“Okay, great.  When Jennifer started to ask about sex, a lot of
memories came rushing back.”

She went on to explain that when she was 11 and her sister was
10, her parents had the sex talk with them.  Her voice dropped
lower as she told me that they showed them about sex.  She said
her mom licked each of them and they licked her.  Then their dad
did it and they licked him.  I asked if her dad took her
virginity.  She nodded silently.

“Well Julie, you don’t look to scarred.”

“Scarred, Oh my no.  I loved it.  My sister and I played with mom
and dad for years.” She admitted. “You must think I’m terrible.”

She held out her wine glass for another refill.  I poured a full
glass for her.  She lifted it to her lips and emptied it all at
once.  She giggled lightly asking for a little more.  I poured
another full glass.

“I hope we can be friends, I don’t know why I told you all this.”
She said with a little slur in her voice.

“Ha, let me tell you a secret.  I taught Billy all about sex. 
He’s licked my pussy and even fucked me already.”

“Really, I wish I could do that with Jennifer.  I want to show
her that sex can be good.  I don’t want her to get laid in the
back seat of some pimply faced kid’s car.”

I looked at Julie and decided to take a huge risk.  I took her
hand in mind and looked her in the eyes.  I told her that
Jennifer asked me about stuff tonight.  I went on to explain that
I showed her how to kiss a boy properly.  I said that one thing
led to another and soon we were doing more.

“Oh my God Mary, did you really lick my little girl’s pussy.”

I squeezed her hand and told her that I did and it was so sweet.
I heard a moan escape Julie’s lips.  She asked me to tell her
everything, every little detail.  I told her how I licked her,
and she licked me.  I told her about giving Billy a blowjob and
Billy sucking her.  Julie was flushed and breathing hard when I
finished.

“Fuck, I’m so hot.” She moaned as she drained her wine glass.

“Would you like another glass of wine or would you like me to
suck your pussy for you?”

“Jesus, forget the wine Mary, lick my pussy for me.  I’m so hot
and wet.”

“Let’s go to my room.” I suggested.

Once we were in the bedroom, I shut the door and told her to get
out of her clothes.  She staggered slightly as she walked towards
the bed.  She sat on the edge of my bed telling me that she
hasn’t been with another woman since high school.  I told her
that before Jennifer, I had never sucked a pussy before.  It
didn’t take long before she was completely naked.  I slowly
stripped off my clothes letting her take a long look at my body.
He hand was on her pussy rubbing furiously.

“You’re gorgeous Julie, just like Jennifer.”

“You’re pretty hot too.  I need you Mary, Oh God I need you to
suck me off.  I want to taste your pussy too.  It’s been so long
since I tasted some pussy juice.”

I pushed her back onto the bed and climbed on top of her.  Our
tits mashed together as I kissed her soft full lips.  I knew now
where Jennifer got her lips from.  She opened her mouth for me
and my tongue slid in.  I explored all over her mouth letting her
suck my tongue when I was done.  As soon as I pulled my tongue
back, she pushed hers into my mouth.  Her hands went to my chest
about the same time mine landed on her tits.

“Oh fuck Mary, I’m so hot.  My husband has been gone over a week
and I need it so bad.” Julie moaned out to me as our lips parted.

“Let me make you feel good Julie, let me eat your pussy and make
you cum.”

Julie groaned loudly and pushed my head down towards her pert
breasts.  I looked at what must have been a nice sized B cup.  
Her nipples were sticking out about an inch and hard as pebbles.


“Suck my tits Mary, suck and bite them.  I love to have my
nipples tugged on.”

I sucked one of her tits into my mouth.  I bit down on the nipple
making her cry out in pure pleasure.  She arched her back telling
me to do it again.  I grabbed the nipple in my teeth and lifted
my head.  Her tit stretched out and she cried out louder.  Her
body was trembling as I chewed on her tit.

“Jesus Mary, I’m going to cum already.  OOHHH I am, I’m cumming.”
She screeched out as her body tensed and shook.

I let her tit fall from my mouth and watched as she rode the
waves of pleasure.  She had her eyes tightly closed and was
holding her breath.  When it was over her breath escaped with a
loud whoosh.

“Oh my God, I’ve never had an orgasm from just kissing and having
my tits sucked.” She panted out to me.

“I guess you were really turned on.” I giggled.

“Shit, I’m still turned on, feel my pussy, its soaking wet.”

I moved my fingers down to her pussy and felt the heat and the
wetness there.  I giggled again asking her if she peed herself
because it was so wet.  She laughed with me telling me that she
couldn’t remember the last time she was this turned on.

“Oh my, OOOHHHH put your finger in me Mary, Oh I need my pussy
filled.” Julie moaned out as I slid a finger all the way in.

She was sopping wet.  I moved between her legs staring at her
pussy.  It was covered with a thick bush of black hair.  I could
see her cunt lips sticking out of the hair.  Her pussy hair was
already matted down with her cunt juice.  I used my hands to
spread her lips apart so I could gaze into her wet pussy.  The
odor of her arousal made my own pussy start to leak.  Her scent
was a lot stronger than her daughter’s but she was a lot older
too.  I moved closer to her pussy and stuck out my tongue.  I ran
it up her wet slit, gathering her cream.  I tasted a sweetness
just like from Jennifer.   Julie begged me to eat her pussy.  I
circled her large clit with my tongue then sucked it into my
mouth.  I flicked my tongue over it making her scream out and cum
again.  Her cunt squeezed my finger as she had another nice
orgasm.

“Holy fuck, make me cum again, I think I could go all night.”
Julie moaned.

I pulled my finger out of her pussy and pushed my tongue into the
wet hot hole.  The soft silky walls of her pussy gripped my
tongue tightly.  As soon as my tongue was all the way in, she had
another orgasm.  Her pussy pulled at my tongue as she ground her
pussy on my face.  I wiggled my tongue around in her wet pussy
making her cum over and over again.

“Fuck, Oh fuck Mary, that’s enough, you’re killing me.” She
laughed weakly.

I lifted my face from her pussy.  I licked my lips clean of her
cunt juice before I placed them on her lips so she could taste
herself.  Our tongues met as we kissed.  She sucked my tongue
into her mouth getting all the cream that was coating it.

“Thank you Mary, that was fantastic.  I needed it so bad.  Thank
you.” Julie said as she pulled her lips from mine.  “I can’t
remember ever cumming so many times.”

“Now I know where Jennifer gets it from.  She loves to cum.” I
chuckled.

“Do you think she would let me lick her sometime?”

“No doubt about it Julie, she said she wished she could do it
with you.”

“That would be fantastic but right now I want to do it to you.”

“Great, I never turn down a chance to cum.” I laughed.

“Get on your hands and knees, I like doing it from the back.”
Julie told me.

I moved onto my hands and knees putting my head on the pillow.  I
could feel the bed shift as Julie moved behind me.  The first
thing I felt was her hands on my butt cheeks.  She spread apart.
I could feel the cool air hitting my pussy and even my ass hole.

“I like the way you trim your bush.  You’ll have to show me how
to do that.” She told me as she looked at my pussy.

I jumped slightly when her tongue touched my slit for the first
time.  She ran it along my crack until she found my clit.  I let
out a groan as she sucked it into her mouth.  I wiggled my ass on
her face as she lapped at my pussy.  She put her mouth over my
mound and slipped her tongue into my hot hole.

“Oh yeah, Oh Julie, eat me, eat me, lick my pussy.” I pleaded
with my new friend.

I groaned out in disappointment when she moved her tongue out of
my hole and began to lick my slit again.  She started at my hole
and moved to my clit.  She then licked past my hole and toward my
butt.  I thought she would stop when she hit the end of my slit
but she licked right up my ass crack.  I almost died when her
tongue began to dance over my ass hole.  I never felt something
like that ever.

“Holy shit Julie, nobody has ever done that to me before.”

“Do you like it or do you want me to stop.” She asked as she
pulled her tongue away.

“Please, don’t stop.”

Her tongue returned to my puckered hole licking all around the
brown rosebud.  My pussy was pouring out its cream.  She really
surprised me when she started to stab her tongue against my ass
hole.  After a few times, my ass hole slowly started to open for
her.  Her tongue eased into my ass making me groan even louder
this time.  I could feel her tongue going in deeper and deeper as
she pushed harder.  I felt her lips on my cheeks and knew that
her tongue was all the way up my ass.  Just when I thought it
couldn’t feel any better, she started to wiggle her tongue.  My
pussy convulsed and poured out its cream as I had my first
orgasm.  I had another one when she pushed a finger into my cunt.
 This one was bigger and better than the first.  I could hardly
catch my breath but she didn’t stop.  She pulled her tongue out
of my ass and her finger out of my pussy.  She shoved her tongue
up my pussy lapping up all the cunt cream she could find.  I
grabbed her head in my hand and screamed for her not to stop.

“AAAAAAAAHHHHHHHHHHHH.” I screamed again as I went over the top
for the third time.

This one was huge.  I couldn’t breath for a few seconds and my
vision blurred to almost a blackout.  I rolled over onto my back
to get away from her tongue.  I swear I would have had a heart
attack if I let her continue.

“Jesus Christ, that was unbelievable.”

“I guess I still have it huh.” Julie laughed.

“I should say so.  I never cum that hard not even when my husband
was alive.”

“I haven’t done anything like that since high school.  My best
friend and I use to make each other cum all the time.” She told
me.

“Good Lord, when did you learn to do that rimming thing?”

“That was by accident.  I was licking my friends pussy and she
jerked her hips up and my tongue ended up on her ass hole.  She
moaned out how good it felt so I just kept it there and began to
lick.”

“I have to tell you that it felt so good.  I don’t know if I
could ever do that but it sure made me feel good.”

“I wish I could stay and do all this one more time but I should
be getting home.  Jennifer is there alone even though she’s
sleeping.”

“Before you go I need to tell you something.” I said sitting up
so I could look at her reaction.

I told her that I was going to take the kids to the dance on
Friday but they were coming back here early so we could play
around again.  I said that Jennifer wanted to feel Billy’s cock
inside of her.  I looked at Julie and saw that she was rubbing
her pussy again.  I asked her if she was okay with that.

“Shit yeah, I just wish I could be here to watch.”

“Why don’t you.  Can’t you take Friday off.  We’ll surprise the
kids.  I know Jennifer would love for you to eat her pussy either
before or after Billy fucks her.  You could suck my son‘s cum
right out of your daughter‘s preteen pussy.”

“AAAAWWWWWW shit.” Julie cried out as she had another orgasm from
rubbing her cunt.

“I’ll take that as a yes.” I laughed at my new friend.

“Hell yeah, I wouldn’t miss that for the world.”

We quickly discussed how to surprise Jennifer on Friday.  We
worked out a plan in a few minutes.  Julie kissed me, thanking me
for a wonderful evening.  I watched her dress.  I put a bathrobe
on to walk her to the door.  One last kiss at the door before she
headed for home.

I took a quick shower then crawled into my bed.  It still had
damp spots from Julie and myself.  I closed my eyes thinking of
how good it felt to have a tongue on my ass hole. I wondered if I
could ever bring myself to try it.  I fell asleep thinking of
licking my son’s preteen ass hole.

The week seem to pass slower than normal.  Billy and I practiced
his dancing lessons which led to more sex lessons.  He was
getting quite good at dancing.  On Wednesday, Julie called asking
if she could come over supper.  I told her that would be fine. 
She told me that she wanted to finalize the plans for Friday.

I was just starting washing the supper dishes when the doorbell
rang.  Billy answered it and let Julie in.  He led her into the
kitchen.  I told him to go to his room and finish his homework. 
He said goodbye to Julie then headed out of the room.  Julie
picked up the dishtowel and began to dry the dishes.

“You don’t have to do that.” I told her.

“Oh I don’t mind.” She said as she dried another plate.

Once the dishes were done, we moved to the family room.  I poured
a couple glasses of wine.  She laughed and reminded me what
happened last time.  I laughed with her telling her that I could
only hope.  That brought another fit of laughter from her.  She
sipped her wine as we went over Friday’s plan.

“I’d love to eat your pussy for you Mary, it’s all I’ve thought
about the last few days but Jennifer is awake and home alone.”

“I understand Julie, I’ll pick you up right after  I drop the
kids off at the dance.  We can mess around for a while.”

“Great, can’t wait.  Good night Mary, see you on Friday.”

I waved good bye from the door before closing and locking it. 
Billy was coming down the hall as I was heading for the kitchen.
He asked me what Jennifer’s mom wanted.  I told her that she just
needed to someone to talk to.  We watched TV until Billy’s
bedtime.  He kissed me good night.  I felt his tongue on my lips
as he kissed me.  I opened my mouth letting him push his tongue
in.

“Is someone horny?” I giggled as I pulled my lips from his.

“Yeah mom I am.  My balls hurt a little.”

“Ah, a case of blue balls.” I giggled again.

“What’s blue balls?” HE wanted to know.

“Just an expression that’s used when a guy gets so horny that his
balls hurt.”

“I think I have blue balls mom, will it go away.”

“Would you like me to make it go away?”

“Would you mom, please.”

“Okay, let’s go to my room.”

Billy followed me into my bedroom.  I let the robed drop and he
gazed on my nakedness.  He quickly shed his clothes leaving them
in a pile on the floor.  He climbed up on the bed waiting for me
to join him.

“Have you taken your shower yet?” I asked.

“Yep, right before I came downstairs.”

I moved onto the bed laying next to my son.  He turned on his
side facing me.  I rolled onto mine facing him.  His hands moved
up to my chest playing with my tits.  I kissed him hard when he
began to pull and twist my nipples.

I pushed him away telling him that I wanted to suck his cock now.
 He rolled onto his back spreading his legs for me.  I moved
between his legs taking his hard cock in my hand.  I looked down
at his ball sack and my eyes traveled to his ass crack.  I
wondered what his little ass hole looked like.  My pussy was
getting wet thinking of it.  I put the tip of his dick on my lips
letting him push it into my mouth.  I let him slide it all the
way in before I began to suck on it.  He let out a loud sigh as I
moved along his shaft.  All the while I was sucking him, I was
thinking of how I could get a peek at his little ass hole.

“Billy, pull your legs up and back so I can suck your balls real
good.” I told him.

He bent his knees, pulling them up to his chest.  I let his cock
fall out of my mouth and licked down the shaft to his ball sack.
It was a lot easier sucking his nuts this way.  I licked around
the sack while trying to steal a peek at his butt hole.  I
realized that I needed to spread his butt cheeks to be able to
see what I wanted.
I sucked his sack into my mouth and at the same time I used my
hands to spread his cheeks.  I now saw my son’s puckered preteen
ass hole.  It was a dark pink and seemed to wink at me.  My neck
was getting sore from twisting it at an odd angle to see his ass
hole so I made a hurried decision to touch it with my tongue.  I
let his balls slip out of my mouth and I licked downward.  My
tongue finally reached his tight rear hole.  I slowly swiped my
tongue across it tasting a slight earthy and slightly tart taste.


“Wha. . .Mom. . .what are. . .Oh my God, Oh mom that feels so
good.”

Hearing the pleasure in my son’s voice gave me the courage to
keep going.  I spread his cheeks farther so I could really get at
it.  I found his hole to be really dry so I let some of my saliva
drip onto it.  I circled his wrinkled hole several times then
began to stab at it with my tongue.

“UGH, UGH, Oh mom, Oh it’s going in, I feel your tongue going in
my butt hole.”

I felt the ring of his ass hole slowly open and the tip of my
tongue enter the dark hole.  I pushed harder and felt my tongue
encased in a very hot and tight glove like tunnel.  When my lips
were on his cheeks, I knew I was in as far as I could go.  I
thought how nasty this looked  but I also remember how good it
felt when Julie did it to me.  There wasn’t a foul taste or smell
so I kept my tongue inside of my son’s ass.  I wiggled it as I
pushed it in and out.

I moved one hand to his cock and felt the precum dripping from
the tip.  He let out a loud groan as I began to stroke his very
erect cock.

“Mom, can you suck it now, my balls hurt so bad.  I need to cum.”
Billy whined.

I pulled his legs back down and took his cock in my mouth.  I
sucked hard and fast.  My lips slid up and down his shaft while
he humped up at my face.  I moved a finger to his saliva coated
ass hole and slowly pushed it into him.

“AAAAAAAHHHHHHHHHH, OOHHHH God mom, OOOHHHHHH, don’t stop, I’m so
close.”

  I pounded his ass hole with my finger.  Billy was crying.  He
said his balls hurt so bad but what I was doing felt so good.

“AAAHHHHH, AAAAHHHHH, AAAWWW, I’m cumming mom, Oh I’m cumming.”
He sobbed.

I was shocked by the force of the first blast of his cum.  I
don’t think I’ve ever blew a guy who shot so hard or so much on
the first blast.

“AAAAWWWWW.” Billy cried out as he fired another massive shot.

“AAAAAAHHHHH, Oh Jesus.” He groaned shooting the third.

He only grunted as he fired the fourth and fifth spurts.  I
swallowed as fast as I could so I wouldn’t waste any.  He finally
slowed down to where it was just oozing out of his cock.  I used
my tongue to lap up the last few drops of his sticky cum.  I
pulled my finger out of his ass hole.  I moved up putting my cum
coated lips on his.  His tongue pushed into my mouth getting a
good taste of his own cum.

“Mom that was unbelievable.  I never knew that having something
in my butt could feel so good.”

“I’ll be right back Billy, I need to wash my hand and brush my
teeth.”

I returned to the bed and saw that his cock was completely
deflated.  I asked him how his balls felt now.  He told me that
they ached a little but they were a lot better.  He told me to
lay down so he could make me cum now.  Once I was on my back, he
buried his face in my pussy.  His tongue wormed its way deep
inside my cunt.  I was just too hot and horny to hold off long.

“Oh Billy, eat me, wiggle your tongue in my pussy and make me
cum.” I said as I grabbed his head in my hands and pulled him
tighter against me.

He moved his tongue to my clit and shoved two of his fingers in
my wet hole.  I let out a loud moan and immediately went over the
edge with a powerful orgasm.  My body shook as my legs clamped
tightly around his head.  He moved his tongue back to my hole,
lapping up every drop of my cum.

“Boy, you sure got there fast.” He said smiling when he sat back
up.

“I guess I was just as hot as you were.” I laughed.

“Why did you lick my butt hole mom, isn’t that nasty and dirty.”

“I just remember how good it felt.  Someone did that to me once
and all of a sudden I remembered how good it felt and wanted you
to feel it too.”

“You’re not mad that I didn’t do it to you are you?”

“Heavens no sweetie.  You don’t ever have to do something you
don’t want to.”

“Okay mom, I love you.”

“I love you too Billy.  Now you better get to bed, its still a
school night.”

He kissed me on the lips letting me taste my slick cum.  As he
left the room, I reminded him to be sure to brush his teeth
again.  He gave me the thumbs up sign as he walked out the door.
I threw the sheet over me, turned off the lamp and tried to
sleep.  Thoughts of Billy, Tommy, Jennifer and Julie filled my
head.  I ended up rubbing my pussy until I had another huge cum.
I finally dozed off after that.

Thursday was uneventful at work so I came home early to cook a
nice dinner.  Billy came home with Jennifer in tow.  He said that
they were going to do their homework together.  I told them to do
it at the kitchen table.  They both looked at me with
disappointment in their young eyes.  I told them that there would
be no monkey business today.  I explained that if they waited one
more day it would feel that much better when they did it.  The
both nodded but I could tell they were not happy about it.  I
smiled at them and turned back to the counter and peeling the
potatoes.  I invited Jennifer to stay for dinner.  She accepted
thanking me several times.  She told me that she hated to eat
alone.

“We’re done mom, can we go watch TV?”

“Sure, just remember what I said.”

“Gee, can’t we even kiss a little?”

“Okay, kissing is fine but no more than that.” I giggled at their
youthfulness.  “Dinner will be ready in about half an hour.”

I readied the rest of the food and decided to peek in on the kids
while everything was cooking.  I walked quietly to the family
room and saw them on the sofa.  Jennifer was leaning against the
armrest while Billy was on top of her with his tongue in her
mouth.  I saw his hand rubbing her tit through her blouse.  Her
hand was on his cock rubbing it through his shorts.

“Ahem.” I coughed as I walked into the room.

They broke apart both of them panting hard.  Billy asked if
dinner was ready.  I told him about 15 minutes.  I looked at the
two preteens and knew they were hot and needed to cum.

“If you two can make each other cum by dinner time then it’s
okay.”

I never saw two people get undressed so fast in my life.  Clothes
were flying all over the place as they rushed to get naked. 
Jennifer laid back down on the couch.  Billy climb on top of her
kissing her lips once again.  He quickly moved down to her tits
and began to suck one then the other.  Her hands were pushing his
head down towards her hot preteen pussy.  I suggested Billy turn
around so she could suck him at the same time.  Without taking
his mouth off her pussy, he swung his legs around and over her
young body.  His cock was dangling over her lips.  She opened her
mouth pulling him down into her mouth.  I had to leave to go
check on dinner.  I took one last look before I left for the
kitchen.

I was just putting the veggies in a bowl when I heard Jennifer
cry out.  A few seconds later I heard Billy grunting as he shot
his cum.  I was just finishing putting the food on the table when
the two satisfied preteens walked into the kitchen dressed again.

“Thanks mom, I needed that.” Billy laughed.

“Yeah, thanks Mrs. P.” Jennifer added.

The three of us chatted non stop while we ate.  Mostly the
conversation was about sex.  I asked them if they really wanted
to go to the dance or if they would rather just stay here and
have fun.  They looked at each other with huge smiles on their
faces.

“Stay here.” They both said in unison.

“I’ll pick you up so your mom won’t suspect anything, then bring
you two back here.”

“Cool, you’re the best Mrs. P.”

“Yeah mom, you’re the best.”

We finished dinner and Jennifer offered to help clean up.  Billy
said he would help too.  I washed as the two of them dried. 
While we worked we talked some more about everything we’ve done
so far.

“Guess what Jennifer?” Billy said.

“What?”

“Mom and I were doing it last night and she licked me right on
the butt hole.  Then she pushed her tongue right inside of it.”

“NUH-UH.” She said loudly.

“Yeah she did, didn’t you mom.”

I blushed brightly but nodded my head.  I explained to the young
girl that someone had done it to me and I wanted Billy to feel
what its like.  Jennifer asked Billy what it felt like.  He told
her it felt strange but made him feel real good and made him
shoot a huge load of cum.

“I wish I could feel that sometime.” Jennifer sighed.

“Maybe I can do it.  I just need to think about it for a little
bit.” He told her.

“Just be sure that you take a shower or bath and clean yourself
real good back there.  When you decide to do it, you let me know
so I can watch.” I told them smiling.

“If you do it to me Billy, I’ll do it to you.” Jennifer
bargained.

“Okay you two, time to say good-bye.  I need to get Jennifer
home, its still a school night and she needs her rest for
tomorrow night.”

“I can walk her home mom.” Billy offered.

“Not a chance.  I know you two would be sucking each other as
soon as you got there.” I laughed telling them I would drive her
home.

Billy sat in the back seat with her.  I could see in the rearview
mirror that they were kissing before I got the car out of the
driveway.  It was just a short drive to Jennifer’s house.  Billy
walked her to the door.  I had to wait for a few minutes while he
checked her tonsils with his tongue.  I teased him about it all
the way home.  Once in the house again, I told him to take a
shower and get to bed.  He complained about it being early but I
told him he needed to get a good night sleep if he wanted to fuck
Jennifer tomorrow.  He kissed me good night and headed for his
room.

I poured a glass of wine and was sipping it when he came back in
the room after his shower.  He kissed me again before going to
his room.

I finished my glass of wine and got up to get a refill.  As I was
walking back, I heard a soft rapping on the front door.  I walked
down the hall to the front door to find Julie on the other side.


“I’m sorry I came unannounced, I hope its okay.” She said.

“Of course it is, come in.” I told her as I held the door open
for her.

“I wanted to make sure you and I are still on good terms.  I laid
a lot on you the other night about my upbringing.  Then we did. .
.you know. . .well, I just hope I didn’t spoil a friendship
before it had time to get going.”

“What you told me isn’t any worse that what I told you about me
and Billy.” I laughed.  “And we are still friends.”

“Whew, thank you Mary, that means a lot.”

She followed me into the kitchen.  I poured her a glass of wine
and told her about what I did with Billy the night before.

“How did you like licking an ass hole.”

“It wasn’t as bad as I thought it would be.  He sure enjoyed it.
I don’t think he ever shot as much cum as he did after that.”

I said that Jennifer came home from school with Billy to do
homework.  I told her that she stayed for supper too.  Julie
thanked me for taking such good care of her daughter.

“Did they. . .”

“Just a blowjob for each of them.” I completed her sentence.

“I can’t wait to see my little girl sucking a cock.  I bet it’s a
sight to behold.”

“It sure is.  She is such a beautiful little girl.  Her tiny tits
and hairless pussy drives me almost crazy sometimes.”

“Enough, I’m already hot enough.” Julie giggled as she drained
her glass.

I took the wine bottle from the table and refilled her glass for
her.   I told her that Billy told Jennifer that I had licked his
ass hole.  She wanted to know what her daughter said.  I told her
that Jennifer wanted to feel what it was like to have her ass
hole licked like that.  Billy said he might do it but wasn’t sure
if he would or not.  I said that her daughter told Billy that she
would do it to him if he did it to her.”

“No she didn’t.” Julie said in surprise.

“Yep, she sure did.” I laughed. “Like mother, like daughter.


“I’d give anything to watch that.” Julie said softly as her hand
dropped to her pussy.

“You know, I’m thinking that you should be the first one to lick
her ass.  I bet she would love that.”

“Really, you think she would let me.”

“I promise you that she would let you do anything.” I giggled.

“Mary, I’ll lick your ass again right now if you want.  I’m so
fucking horny.”

“Hell yeah I’ll let you.  Let’s go to my room.”

Once we were in my bedroom, she excused herself to freshen up in
the bathroom.  I turned the covers down on the bed.  I shed my
clothes and climbed onto the bed.  I lay naked in the middle of
the bed waiting for Julie to return.  She must have stripped in
the bathroom because she walked out naked as the day she was
born.  She climbed onto the bed and over me.  She put her lips on
mine and shoved her tongue into my mouth.  As our tongues
wrestled with each other’s, our hands were touching each other
all over.

“Shit, I need to taste you pussy now.” Julie said as she turned
herself around.

I was now looking at her wet pussy.  I pulled her hips down so my
mouth was over her mound.  Julie buried her face in my pussy at
the same time.  As I licked her sopping wet pussy, I used my
hands to spread her butt cheeks.  I saw her tight puckered hole
winking at me.  I wondered if she would taste like Billy.  I
reasoned that there was only one way to find out.  I licked up
her butt crack until my tongue touched her rear hole.  It was as
hot and dry as Billy’s.

“Oh Jesus Mary, AAAHHHH lick my ass, it feels so good.” She
moaned as my tongue ran around her wrinkled hole.

As I stabbed my tongue against her ass hole, she began licking my
ass.  Immediately my pussy became soaking wet.  I swear, when her
tongue slipped into my ass hole, her hole opened up and my tongue
went into her.  We rimmed each other for several minutes before
we each moved our tongues back to the other’s pussy.

I clamped my legs against her face as she plunged her tongue in
and out of my pussy.  Julie was grinding her cunt on my face as I
ate her pussy.  Julia was the first to cum.  Her warm cunt cream
filled my mouth.  I swallowed ever drop of her sweetness.  In the
middle of her climax, I hit my own climax.  I could feel my hot
juice running out of me.  I heard Julie lapping it all up.

“Christ, that was so hot.” She said as she licked her lips clean
and rolled off of me.

“It sure was.  I could get use to doing this all the time.”

“Me too Mary, maybe we could get together a few times a week.”

“I’d like that Julie.”

“It’s not that my husband isn’t good but you’re better at eating
me out.” She laughed.  “Maybe you’d like to feel his cock. It’s
long and fat.”

“I might like that too.” I laughed with her.

“I’d better be getting home.  I can’t wait for tomorrow to get
here.  What time do you want me to come over.”

“The dance starts at 7 but I told the kids that we could forget
the dance and just stay here.”

“Did they agree to that?” Julie asked.

“They didn’t even think about it, they said yes right away.  They
are two horny kids.” I chuckled.

“How are we going to do this?  How are we going to get her to let
me do stuff with her too?”

“You come over here at 6:30.  Tell Jennifer you were called into
work.  You can wait in the guest bedroom until they start to mess
around in my room, then you can come in and surprise them.”

“I guess that will work.  I hope I can wait until then.  My pussy
is soaking wet again.”

I ran my finger through her wet slit, tickling her clit.  She
moaned loudly telling me that as much as she would like to do it
again, she needed to get home.  We talked about our plans as we
dressed.  I walked her to the door kissing her just before she
turned and left.  I closed the door with the taste of her pussy
still in my mouth.

I woke in the morning to the sun shining brightly through the
curtains in my room.  The birds were chirping in the tree next to
the house.  I lay there thinking of the last week or so and all
the lines that I have crossed.  I shuddered thinking of how much
trouble I would be in if anyone ever found out.  I heard Billy
moving around in his room getting ready for school.  I got out of
bed, putting on my robe.  I went into the bathroom to take care
of the morning business.

“Good morning mom.” He said as I walked into the kitchen.

“Good morning.” I answered.

I poured a cup of coffee thinking of how much I loved the
programmable coffee maker.  As I sat at the table I watched my
preteen soon devour his bowl of cereal.  He wiped his mouth with
the back of his hand.  He put the dirty dish in the sink
whistling as he did.

“You seem to be in a good mood today.” I smiled at him.

“I’ve been waiting for this day a long time mom.  Jennifer is so
pretty and she likes ME.”

“Of course she does, you’re a handsome young man.”

“Thanks but you’re my mom and have to say that.”

“Well Jennifer thinks so too.” I laughed at his silliness.

“Today is the day.  I get to do it with her.  I can’t wait.  I
wish we could skip school.” He laughed.

“Well you can’t and you better get your butt in gear or you’ll be
late.”

Billy rushed around getting his backpack, his lunch and his hat.
He kissed me quickly on the lips letting his tongue touch my
lips.  He winked at me as he headed for the door.  I heard a
“Good bye” as the door slammed shut.

I finished my coffee, called the office telling them that I would
not be in today, then washed the dishes.  I spent the day
straightening up the house.  I did a load of wash and changed the
sheets on my bed so they would be nice and clean for tonight.  I
was finished with everything by lunchtime.  I called Julie and
invited her out to lunch.  I said I needed to get out of the
house for a while.  I drove over to her house then to a nice
diner that I love to go to.  Luckily we were seated at a corner
booth with nobody around us.  Julie whispered that she has been
soaking wet ever since she got home last night.  She admitted
that she wanted to make herself cum but wanted to save it for her
daughter.  I admitted that I was wet too thinking of what was
planned for later.

We did talk about other things.  Julie told me about her husband
and what he does for a living.  She also reminded me that she
wanted her husband to fuck me so she could watch.  She told me
that it was a fantasy of his to have two women in bed with him. 
I told her that I would love to make it come true for him.

“I wonder if Jennifer would like to do her father sometime.”
Julie whispered with a little giggle.

“I bet she would jump at the chance.” I told her.

After a second cup of coffee we decided to head to the mall.  We
spent the afternoon shopping and just enjoying each other’s
company.  I dropped her off at her house about 15 minutes before
school let out so she would be home when her daughter got there.


I was watching TV when I heard Billy come in the house.   He
walked into the room with a huge smile on his face.  I laughed
telling him that he looked like the cat that swallowed the
canary.  He giggled saying that Jennifer told him that she was
really looking forward to tonight.

“I’ve been hard all day.  I was embarrassing in gym class.”

“Well, I’m sure it will all be worth it tonight.” I told him with
a smile.

“I’m going to go take a nice long shower and get cleaned up.” He
said as he turned to leave.

“Be sure to wash everything.” I told him with a wink.

“Oh yeah, don’t worry, I will.” He giggled.

I decided that while he was taking his shower, I might as well
take one too.  I didn’t have to worry about dinner, I already
decided to order a pizza.  I came out of my bedroom the same time
Billy came out of his.  He was dressed in a nice pair of slacks,
button down shirt and a pair of loafers on his feet.

“Mom, would it be okay if Jennifer and I went to the dance for an
hour or so?”

“Of course not.  You kids should go and have fun.  We can come
back here later, that’s no problem.”

“I can give you a call when we are ready to come home and then
you can come pick us up.”

“Sounds like a plan.  You can use those dance steps that I taught
you.” I told him with a  smile.

“I’m going to call Jennifer and tell her the change of plans.”

I left him alone as he dialed the phone.  I thought that this
would be better for Julie’s surprise too.  I yelled at Billy that
I needed to talk to her mother when he was done talking to
Jennifer.    When he was done talking to Jennifer, he handed me
the phone.  I told him to get ready as I took the phone from him.
 I watched him leave the room before I started talking to Julie.
I explained the change of plans.  I told her that I would pick
her up after I drop the kids off at school.  We chatted a few
more minutes then said our goodbyes.

Billy and I just had soup and sandwiches for supper.  He was so
nervous he could hardly eat.  I tried to get him to relax but he
was wound tight.  I laughed telling him that he was the only
person I know that played naked with his date and was nervous
about going to a dance.  He laughed a little but it didn’t help.

“Come on mom, I don’t want to be late.” Billy said impatiently.

I grabbed my purse telling him to get in the car.  I honked horn
when we pulled into Julie’s driveway.  Jennifer opened the front
door and I saw Julie appear.  She watched as her preteen daughter
got into the car.  She waved as we backed out of the driveway. 
Billy and Jennifer talked excitedly about their first dance.  I
dropped them off at school telling Billy to call when they wanted
to be picked up.  He held up his cell phone saying that he would
call in about an hour or so.  I watched as they entered the
building before I pulled away.  I drove back to Julie’s house.

“Come in Mary.” Julie said as she opened the front door.

I followed her into the house.  We went into the kitchen where
she poured two glasses of wine.  There was a plate of cheese and
crackers on the table.  We sipped our wine, nibble the snacks and
chatted like long lost friends.  After our second glass of wine,
I suggested we head over to my house.  She grabbed her things,
locked up the house and away we went.

As soon as we got in the house, my cell phone chimed.  It was
Billy saying that they were ready to come home.  I showed Julie
the guest room telling her to stay in there until I come and get
her.

“I’m already so wet its not funny.” She sighed.

“It will be worth the wait.” I giggled as I shut her door.

Billy and Jennifer were standing outside the school.  I was glad
to see one of the teachers out there keeping an eye on the kids
that were coming and going.  They climbed into the car holding
hands.

“So how was the dance.” I asked once we were on the way.

“It sucked.” Billy said. “Jennifer and I were the only ones that
danced.”

“Yeah, everyone else just stood around and talked.  It was
boring.” Jennifer added.

“Well, I bet it won’t be boring once we get home.” I laughed.

“I hope not.  I want to feel Billy inside of me.” Jennifer said
with a nervous giggle.

I pulled into the driveway and shut the car off.  I turned to the
two preteens telling them that they should go up to my room and
get ready.  I said we would use my bed because it was so much
bigger than Billy’s.  Billy held Jennifer’s hand as they walked
up the sidewalk.  They waited for me to unlock the door.  Billy
led her down the hall to my room.  I locked the front door and
followed them down the hall.  Billy was already beginning to
undress by the time I walked into my room.  Jennifer was sitting
on the edge of the bed.  When he was completely naked, she stood
up and began to remove her clothes.  I could feel my pussy
getting damp as I watched this beautiful 12 year old girl take
off her clothes.  Billy’s cock was as hard as an iron rod.

“Geez Jennifer, you are so pretty.” He told her as she unhooked
her bra.

“Really, even though I don’t have big boobs.”

“You’re perfect in my eyes.” He told her.

She walked over to him and kissed his lips.  I heard her whisper
a thank you in his ear.  She finished undressing then sat next to
Billy on the side of the bed.  I told them that they should start
kissing and feeling each other while I go get a glass of wine.  I
told them not to do anything but kiss and suck each other.  I
insisted that I be present when he puts his cock in her the first
time.

“Okay mom, we will just make each other feel good first with our
hands and tongue.” My son promised.

As they climbed on the bed, I left the room leaving the door
open.  I went into the kitchen and poured two glasses of wine.  I
carried them to the guest room.  I whispered Julie’s name and she
opened the door quietly.  I walked into the room handing her a
glass.  We sat on the bed sipping our wine.  I told her than the
kids were naked and kissing on the bed.  I explained that I told
them they could only kiss and suck until I came back.   I told
Julie to give me a few minutes to go back in and take off my
clothes.  I said that after waiting about 5 minutes, she should
come down to my room naked.

“What should I do or say?” She wanted to know.

“Just play it by ear.  I’m sure it will all work out.”

I kissed her lips letting my tongue slip into her mouth for a few
moments.  She moaned into my mouth kissing me back hard.

“5 minutes.” I told her as I left.

I went back into my room where I saw Billy and Jennifer in a
classic “69” position.  Billy’s head was by the headboard and
Jennifer’s head was bobbing up and down on his cock at the foot
of the bed.

“I’m back.” I announced as I began to strip.

I didn’t get a reply, just a couple of grunts.  In the position
they were in, Julie was going to get a great view of her daughter
sucking my son’s rigid cock.  I sat on the edge of the bed next
to her.  I used my hands to pull her hair back so I could see her
lips moving on my son’s cock and to make sure Julie had an
unobstructed view of her daughter.

I was watching Jennifer suck Billy’s cock when I heard a soft
gasp come from the doorway.  I turned to see Julie standing there
naked as could be.  She stood staring at her preteen daughter
with a stiff cock in her mouth.  Julie’s hand was on her pussy
rubbing it fast.  I motioned to her to come in the room.  She
moved silently next to the bed.  Neither of the kids were aware
that she was there.

“It looks like you enjoy that Jenny?” Julie finally spoke.

Jennifer stopped sucking and moved her eyes up to see who spoke.
When it registered who it was, she let out a scream and quickly
spit out Billy’s dick.  She rolled off of him and covered herself
with the sheet.  She was sobbing loudly hiding her face in her
hands.

“Sweetheart, its okay.  Look, I’m naked too.” Julie spoke softly
to her.

She sat next to her daughter and stroked her hair.  She told her
that she knew what her and Billy have been doing and that she
wanted to be included in the fun.

“You. . .you want. . .Oh mom. . .I’m. . .I’m sorry.” Jennifer
stammered then sobbed even louder into her hands.

Billy’s cock shrunk and not laid limply on his leg.  He looked
scared but intrigued with Julie’s nakedness.  I moved up and
whispered in Billy’s ear that he should talk to Jennifer and try
to calm her down.  He turned so he was facing her.

“SHH, Jennifer, its okay.  You’re mom isn’t mad.  She wants to
play with us just like my mom.  Come on Jennifer, it’s okay.”

She sniffled some more but calmed down considerably.  She was
looking at Billy and not at her mom.  Billy spoke softly telling
her that her mom was naked and ready to join in on the fun.  She
slowly turned her head and looked at her mother sitting there
completely naked.

“Honey, you’re beautiful.  Just look at you.  How you’ve grown
into such a pretty young lady.” Julie told her.

“Mom. . .I’m. . .I’m sorry.” Jennifer sniffed.

“Hush now, you have nothing to be sorry for.  I have wanted to do
stuff with you for a while now but was afraid to start anything.”

“Really mom, you really wanted to.  I did too.  I was afraid to
ask you.” Jennifer said as she began to realize that her mother
wasn’t mad or disappointed in her.

Julie wrapped her arms around her young daughter and hugged her
tightly.  Jennifer looked down at her mother’s breasts as they
mashed against her tiny ones.  I told Julie to go ahead and give
her little girl a good kiss.
Julie looked at her daughter.  Jennifer didn’t say a word, she
just nodded her head.  Julie put her lips on her child’s lips
kissing her tenderly but urgently.  I could tell their tongues
were playing with each other.  Billy and I sat watching the two
of them discovering each other.

“Sweetheart, can I lick you.  I want to lick and kiss every inch
of you.” Julie asked her preteen.

“Yes mom, I want you to do it.  I’ve wanted to do this for so
long.” Jennifer sighed as she pulled her lips from her mother’s.
Julie kissed Jennifer’s forehead and each of her eyes.  She
nibbled at her ears, sticking her tongue inside of each one. 
Jennifer giggled as her mother’s tongue tickled her ear.  She
kissed her way down to her cheeks kissing each one of those.  She
put her lips on Jennifer’s again letting her tongue slip into her
mouth.  Her hands moved to her daughter’s small tits.  I heard
Jennifer moan as her mother pulled her small nipples.

Julie kissed her way down to her daughter’s tits.  She licked
around each of her tiny nipples nipping and biting them lightly.


“Oh Mom, AAAAWWWWW suck my little titties.  Oh suck ‘em.”

Julie did just that.  She sucked hard on each one of her small
tits.  She took the nipple between her teeth and bit down while
pulling up.  Jennifer’s body arched up as she pleaded with her
mother not to stop.  Julie moved her hand down to her preteen’s
pussy as she kept her lips locked on her tit.

Jennifer spread her legs wider apart.  Billy whispered to me that
he hoped he would still get a chance to put his dick in Jennifer.
 I assured him that he would get to.  I told him that Julie
wanted to please Jennifer first then she is going to do it to
him.  I said that after that, he can screw Jennifer.  We heard
Jennifer let out a squeal so we both turned to see what was going
on.

“Oh God mom, OOHHHH lick me, lick my pussy, AAAWWWW eat me, eat
me up.” She cried out.

Julie had moved between her daughter’s legs and had her face
buried in her hairless pussy. Julie’s tongue was running up and
down the hairless slit.  She would flick her tongue across the
small clit making Jennifer moan out loud.  She moved her tongue
down until it was at her tight cunt hole.  She pushed it in.

“OOOHHHH yeah, OOHHH yeah, wiggle it mom, wiggle it all around.”

As Julie was tonguing her daughter, I moved down so I could grab
Jennifer’s legs.  I lifted them up and bent them back to her
chest.  Julie smiled at me as her preteen daughter’s tight
puckered ass hole came into view.  Julie spread her butt cheeks
and licked all around the wrinkled hole.

“Oh my, Oh my, OOHHHHH it feels so strange.”

Julie pushed her tongue against Jennifer’s tight hole.  She
stabbed at it until it began to blossom open.  Billy and I
watched as it slowly slid into the dark passage.

“I. . .I feel it mom, I feel it going up my butt.”

Jennifer’s cute little butt was rotating on her mom’s face trying
to get more of the tongue into her.  Julie moved a finger to
Jennifer’s preteen pussy and began to diddle her clit.  Jennifer
was going crazy with pleasure.

“AAAAWWW mom, lick my pussy, I want to cum so bad.” She pleaded
with her mother.

Julie pulled her tongue from her daughter’s ass hole and licked
her way back to her pussy.  Jennifer let her legs back down and
spread them wide for her mother.  Julie began to lick her slit
and clit making her small hips jerk and hump up at her face.  The
preteen let out a loud groan when her mother’s tongue slipped
into her cunt hole.

“AAAAHHHHH, Oh mom, I’m cumming. Oh don’t stop. I’m cumming.”
Jennifer screeched out loudly.

Her small body went stiff.  Her mouth fell open but not a sound
came out.  Her back arched her preteen body began to shake.

“EEEEEEEOOOOHHHHHHHH.” She screamed when she found her voice.

Julie was swallowing fast as her daughter flooded her mouth with
her young cunt juice.  When Julie lifter her face, it was coated
with a sheen of pussy juice.  I moved down and kissed her sticky
lips.

“Gee mom, that was so good.” Jennifer said when she caught her
breath.

“Yes it was.  You have the sweetest tasting pussy.” Julie
chuckled. “I’ll be glad to do that to you anytime.”

Julie looked over at Billy telling him that she wanted to suck
him now.  She said she wanted to taste his sticky boy cum. 
Jennifer complained that she wanted to lick her pussy.  I
suggested that she lick her mother while her mother sucks Billy.
She smiled saying that sounded like fun.

Billy moved to the center of the bed and spread his legs for
Julie.  Julie moved on top of him so she could kiss his young
lips.  I knew that Billy could taste Jennifer as he kissed Julie.
 Billy moved his hands to her chest right away.  Julie moaned as
he pinched her nipples.  I could see their tongues dancing with
each other as they kissed.  Jennifer was watching with interest
as her mother began kissing her way down my son’s body toward his
rock hard cock.

“Are you really going to suck his cock mom?” Jennifer asked
softly.

“You bet I am.  I want to taste his boyish cum.”

Julie licked up and down Billy’s hard shaft driving him crazy
with lust.  She opened her mouth and let the head of his preteen
cock slide in.  She closed her lips around the head of his dick
making Billy groan loudly.  Her hand moved down to his ball sack
and massaged his nuts as she began to suck on his cock.

“Holy cow Jennifer, your mom is sucking my cock.” He said in
disbelief.

“I know Billy, she wants to taste your cum.”

“She won’t have to wait long.  Geez it feels so good.” Billy told
her.

“Are you going to lick his butt mom?” Her daughter asked her.

I was hoping the answer was yes.  I was rubbing my pussy
furiously as she bobbed her head up and down on my son’s cock. 
Julie answered her daughter by lifting my son’s legs up and back
to his chest.  She let his cock fall from her lips and licked
down his cock, over his balls and up his ass crack.  She told
Jennifer to use her hands and spread Billy’s butt cheeks.  I
caught a glimpse of his brownish pink rosebud just before her
tongue covered the hole.

“AAWWWW yeah, lick my butt hole.  Oh God it feels so good.”

“Push it in mom, push your tongue into his hole.” Jennifer urged.

I slid two fingers into my pussy as she started to stab her
tongue on his tight ass hole.  I cried out a little when my
climax hit and my pussy creamed all over my fingers.   Jennifer
looked over at me watching me as I soaked my fingers.  She moved
over to me telling me to let her clean my fingers.  I pulled my
fingers out of my pussy and offered them to Jennifer.  She opened
her mouth letting me push both of them in.  She sucked every last
drop of my cum from them.   We both looked at Billy when we heard
a loud long moan come from him.  We saw Julie’s tongue all the
way up his ass hole.  She was pushing it in and out of his hole.


“Jesus, suck my cock, I’m almost ready to cum.  Please, Oh please
suck me.” He begged.

Julie quickly moved her mouth back to his throbbing erection. 
Another loud moan came from Billy as she started sucking on his
young cock.  He was humping his hips up to meet her face when she
moved down on his dick.  He grabbed her by the head and began to
pound his cock in and out of her mouth.

“AAWW, AAAWWWW, AAAAWWWWW. I’m cumming, OOOHHHHH Jesus, I’m
cumming.” Billy cried out as he buried his cock in her mouth.

He grunted loudly with each spurt of his cum.  Julie kept her
lips sealed tightly around his cock as he filled her mouth with
his preteen cum.  When his balls were empty, he pushed her head
off his cock.  She looked at him then slowly opened her mouth
showing him a mouthful of his cum.  She turned around showing it
to Jennifer and me.  She moved over to her daughter pulling her
to her.  She kissed her daughter and shared the cum with her.  I
smiled at them as they swapped the cum back and forth.  Julie
finally gave her young daugher a little bit of it before she
swallowed the rest down her throat.  She smacked her lips telling
Billy that he had the best tasting cum.

“He does mom, I love the taste of it.” Jennifer agreed.

“Well, you three all had your fun, what about me.” I announced.

“Sorry mom, I’ll suck you right now.”

“All of us will make you feel good.” Julie told me.

I stretched out on the bed and waited for the fun to begin. 
Julie told Billy to feed me  his cock so I could make him hard
for Jennifer.  He moved up and put a knee on each side of my
face.  His limp little dick was dangling over my mouth.  I
reached up and pulled him down so his cock entered my mouth. 
Julie told her daughter to suck my tits for me.  The pretty
preteen latched her lips onto my nipple and began to suckle like
a newborn.  Julie dove between my legs sticking her tongue deep
into my hot wet hole.

I closed my eyes, enjoying the feeling of having three people
working on pleasing me.  Billy’s cock soon stiffened to its full
length in my mouth.  I let him set the rhythm as he slowly fucked
my face.  I could feel my pussy juices flowing and I could hear
Julie slurping them all up.  Jennifer was nipping at and using
her teeth to pull my nipples.  I could feel my body begin to
respond to all the stimulus that they were giving to me.

I was shocked at the speed at which my orgasm hit me.  It crashed
over me before I knew it was even coming.  My body tensed tight,
my back arched off the bed and I let out a muffled scream around
Billy’s cock.

“Mom, can I lick her pussy too.  I want to taste her again.  I
like the taste of her pussy.” I heard Jennifer ask her mom.

Julie told Billy to pull his cock out of my mouth.  When he did,
she told me to get up on my hands and knees.  I followed her
orders and got into that position.  Julie told her young daughter
to lick my pussy and my ass hole.  I felt the preteen’s tongue
traveling up and down my wet cunt crack.  I groaned softly when
her small tongue wormed its way into my pussy.  I felt myself
building for another huge cum.

“Do it Jennifer, lick her ass hole for her.” Julie told her young
daughter.

The young girl pulled her tongue from my pussy and slowly moved
upward.  I held my breath as her tongue moved up my butt crack.

“OOOOHHHHH yeah.” I sighed when her tongue touched my ass hole
for the first time.

“Spit a little on it Jennifer, it gets very dry if you don’t.”
Julie instructed her young child.

I felt the wetness immediately on my ass hole.  Her tongue
followed right after that.  She licked around my tight hole
testing the taste.  I heard Julie telling her to push it in.  I
felt her stab her tongue at my hole over and over again.  Julie
pulled my cheeks apart for her and soon I could feel the tip of
her tongue enter my ass.

“Oh yeah Jennifer, that’s so good.” I sighed.

“Push it all in and then wiggle it.  Make her feel good
sweetheart.” Julie told her.

I felt it as it slid further inside of me.  I felt her warm
breath on my butt and her lips touching my cheeks.  She tried her
best to wiggle her tongue inside of my ass.  I felt good but not
as good as her mother.

“Lick my pussy Jennifer, lick me until I cum.” I told her as I
felt myself almost ready to cum.

She shoved her tongue in my ass one last time before moving it
back to my sopping wet pussy.  She sucked my clit a few times
then shoved her tongue into my cunt hole.  My body began to
tremble as she moved her tongue in and out of me.

“Oh God, eat me, Oh lick me, don’t stop. Oh please don’t stop.” I
pleaded with the young girl.

“Oh, Oh, Oh, OOOHHHHHH yeeeaaaaahhh.” I cried out as my body
convulsed as she kept pushing her tongue in and out of me.

“Enough, Jesus Christ, that’s enough.” I laughed as she kept
moving her tongue in me.

I had to tell Julie to make her stop.  When she pulled her tongue
out, I quickly rolled over onto my back.  I looked at the little
preteen and saw her face covered with my cunt juice.  She licked
off as much as she could.

“Did I do okay Mrs. P?”

“Oh yes sweetie, you were just fantastic.”

“Did you like licking her ass?” Julie asked her daughter.

“It was okay.  I wouldn’t say I loved doing it but it was okay.”
She admitted honestly.

“I think we all could use a shower.” I suggested.

“I agree with that.” Julie chimed in.

“Jennifer and I can take a shower together in the hallway
bathroom while you two use the one in here.” Billy proposed.

“Let’s meet in the kitchen for a snack and a drink before we
continue.” I told the group.

Julie and I showered together, washing each other thoroughly.  We
dried each other off using big fluffy towels.  Julie pulled me
into a kiss before we left the bathroom.  Our tongues met as we
kissed.  She told me how anxious she was to see her daughter and
Billy do it.  I told her that her little pussy will look pretty
stuffed when she has his cock inside of her.  We walked out of
the bathroom giggling about that sight.  Julie and I decided not
to dress to go to the kitchen.  I knew the drapes and blinds were
all shut so nobody could see in from outside.  We were still
giggling when we walked into the room.  We saw that Billy and
Jennifer were as naked as we were.

“You guys sit down, Billy and I will make some sandwiches.”
Jennifer instructed.

Julie and I smiled at each other as we took a seat.  Billy put
two wine glasses on the table and a new bottle of white wine.  He
handed me the cork screw saying that he wasn’t sure he could open
it.  As the two preteens went about making our sandwiches, I
opened the bottle of wine.  Julie and I were sipping from our
glasses when they placed a plate of sandwiches on the table. 
Billy got out some chips and we ate a light meal.  Billy and
Jennifer had their soft drinks in front of them when Julie
proposed a toast.

“Here’s to my lovely little girl who is about to receive her very
first cock in her little pussy.” Julie said as she raised her
glass.

We all touched glasses and took a sip.  Billy held up his glass
announcing that he wanted to make a toast too.

“Here’s to all the fun we have been having and may Jennifer feel
real good when I put my dick inside of her.”

We clinked our glasses together again.  Julie told Billy that
since he had just shot his cum, he will last longer next time and
that will give Jennifer more time to reach her peak.

“Are you and Mrs. P. going to watch.” Jennifer asked her mom.

“Nah, we aren’t going to watch, we’re going to help you two.” She
giggled.

Jennifer clapped her hands in excitement.  She told her mom that
she was hoping that she would help.  I told both preteens that we
were going to make sure it was an experience that they wouldn’t
forget, ever.

“Can we go back to the bedroom now.  I want to do this now.”
Jennifer asked impatiently.

Her mother laughed at her enthusiasm.  I put the glasses in the
sink saying that I would wash them up later.  The four of us
walked back to my bedroom talking about Jennifer getting fucked
for the first time.  Once Jennifer was in the room, she ran and
jumped on the bed.  She stretched out in the middle of it
announcing that she was ready.

“Not so fast sweetie, you two need to get ready.  Your mom can
get Billy ready and I will make sure you’re prepped.” I told her.

Julie told Billy to lay next to Jennifer.  He quickly climbed on
the bed and moved next to his young partner.  Julie moved between
his legs and I moved between Jennifer’s.  I bent my head down to
her hairless pussy and ran my tongue all around her soft mound. 
I heard Billy moan out when Julie started sucking his hard cock.
My tongue found her tight little cunt hole and began to work my
tongue inside of her.  Her legs opened wider and bent up a
little.  Her breathing quickened as my tongue worked its way all
the way into her wet cunt canal.

“Oh Mrs. P., Oh lick me, lick me.” She repeated.

The silky softness of her cunt walls felt so good on my tongue. 
My own pussy was getting wetter and wetter as her pussy seemed to
massage my tongue.  I could keep my tongue inside of her forever.
 It seemed like she was having small micro-orgasms as I tongued
her.  She would give out a little squeak and her cunt would grip
my tongue and quiver.  I decided she was ready enough to get
fucked.  I pulled my face reluctantly away from her smooth pussy.
  I told Julie that Jennifer was ready.  She let Billy’s cock
fall from her lips and sat up looking at her young daughter.

“I’m not sure what to do mom.” Jennifer said softly.

“Don’t worry sweetheart, that’s what we are here for.” came her
reply.

I told her that the best way to do it the first time is getting
on top and sitting on it.  She looked kind of funny at me. 
“Look, Billy lays like he is and his cock is sticking straight
up.  You straddle him and sit down on his cock.”

“Oh, okay, that makes sense.” She giggled.

I reached out taking my son’s hard cock in my hand.  Julie told
her daughter to straddle his waist.  When she was over his cock,
I rubbed it along her slit coating it with her juice and his
precum.  Julie asked her daughter if she was ready to feel her
first dick inside of her.

“Yes mom, I want it so bad.  I want to feel it and make him shoot
his cum inside of me.”

I lined Billy’s dick up with her very tight wet preteen cunt hole
and told Julie that she could start any time she was ready.

“Okay baby, go ahead and push down just a little.” Julie told her
little girl.

I instructed Billy not to move and to let Jennifer do all the
work.  When he asked why, I told him that she needs to get use to
having a dick inside of her.  He agreed to let her do it all.

I heard Jennifer grunt with effort as she tried to get the head
of Billy’s cock to go inside.  She pushed again but the Billy’s
cock still wouldn’t go into her.

“It wont’ go in mom, what’s wrong?” Jennifer cried.

“It will sweetheart, it will.  Keep trying.  Push harder.” Julie
urged her.

I told her to wait a minute before she pushed again.  I moved
Billy’s cock along her slit, coating it with more of her cunt
cream.  I squeezed it to get some precum to ooze out.  I put it
back on her opening and told her to push now and push hard.

“UGH, UGH, OOOOOOHHHHHH, it’s going in.  Mom, I feel it, it’s
going in.” She screeched out as the head of Billy’s cock slowly
slid into her young preteen body.

Jennifer stopped once his head was inside.  She was puffing
loudly, tying to get use to the size of it stretching her little
pussy.  Julie asked if she was okay.  She nodded her head
silently.

“When you are use to it, you can push some more.” Julie told her.


I let go of Billy’s dick and moved back so I could see the union
of their two bodies.  Jennifer pushed again, this time making
Billy moan out as more of his cock slipped into her.

“Geez mom, it feels unbelievable.” He told me.

“It only gets better.” I informed him.

“Really?”

“Huh-huh, just wait.”

Jennifer pushed again letting more inside.  This time it was
Jennifer that let out a load moan.  Julie and I looked at the
preteen girl and saw he shudder and moan even louder.

“OOOOHHHHH God.” She cried out.

“Damn, she’s cumming with only half of his dick in her.” Julie
whispered to me.

“Must be a good one, look.” I whispered back.

Jennifer had her head thrown back and drool was running out of
her mouth as she gasped for breath.  As Julie and I were
watching, she lost control and fell the rest of the way down on
Billy’s hard cock.

“OOMMPHHHH.” Billy grunted as she sat down hard on him.

“AAAWWWW, OOOOOHHHH, it’s in, it’s all the way inside.” Jennifer
cried out.

“Oh Jennifer, Oh man, it feels so good.” Billy told her as she
sat on his hard cock.

“Are you okay sweetheart?” Julie asked her.

“I’m okay mom, I feel so stuffed but it don’t hurt.”

“When you’re ready, lift up a little then sit back down.  You’ll
really feel good when you do that.” I told the youngster.

“Does it feel good Billy.” She asked.

“You have no idea.  It’s so warm and soft.  Its so hot and tight.
 I don’t know how to describe how good it feels.  How about you.
It don’t hurt does it?”

“Not at all.  You feel so hard inside of me.  I can feel you way
up inside of me.  Its not only hard but hot too.  I can’t wait to
feel you squirt your cum in me.”

“Go ahead Jennifer, lift yourself up a little bit then sit back
down.” Her mother instructed.

Julie and I watched as she slowly lifted her ass about an inch
then sat slowly back down.  Her eyes grew wide and a big smile
spread across her face.  “Oh wow, that does feel good when I do
that.” She said to her mother.  Julie told her to do it again but
this time lift herself higher.  We both watched as the preteen
lifted herself about half way off his hard cock before letting
herself sink back down on the hard rod of meat.

“I hope you feel as good as I do.” Billy moaned out to her.

“It feels wonderful Billy.” She sighed as she slid back down on
his stiff cock.  She ground her hips on his cock when it was all
the way in.

“That’s it baby, do it faster now and it will feel even better.”
Julie urged her preteen daughter.

“AAAAAHHHHH, OOHHHH yeah, Oh mom it feels so good.” Jennifer
cried out as she began to bounce up and down on Billy’s cock.

I moved so I could see my son’s cock slicing into her little
pussy.  My own pussy was sopping wet from watching this.  “Jesus
Julie, look at her pussy stretched around his dick.” I told her
as her young daughter bounced steadily up and down.  She moved
back so she could see better.

“AAAAWWWWW, OOOOHHHHH I’m going to cum.” Jennifer screeched out
as she moved even faster on his stiff pole.

She lifted herself almost all the way off then slammed back down
hard and fast.  She rotated her hips on his groin as she
shuddered violently through her orgasm.  Billy was gritting his
teeth trying to hold his cum back.

“Keep going Jennifer, Billy hasn’t cum yet.” Her mother told her
as she slowly recovered.

Jennifer smiled weakly and started to move on his young cock
again.  She leaned forward putting her hands on his chest for
balance.  He reached up and began pulling her small nipples. 
“AAAAHHHHH, Oh Billy, Oh pinch them, pinch ’em and pull ’em.” She
moaned in pleasure.

Her hips were moving in all directions as she fucked my son.  She
had several more orgasms as she moved on his stiff rod.  Billy
let go of her tits and moved his hands down to her hips.  He
grabbed her by the hips and slammed her down on his preteen cock.


“AAAAAAAAHHHHHHHHHHHH.” He screamed as his cock erupted deep
inside of her preteen pussy.

“Oh Billy, I feel it.  I feel it squirting in me.  Oh God it’s so
hot.” She moaned as my son filled her young pussy with his hot
sticky cum.

I could see Billy’s nut sack jump each time he shot a spurt of
his cum.  Jennifer suddenly froze in place, her mouth fell open
but no sound came out.  I could see her small body begin to
tremble which turned into a shaking that went on and on.  She
finally found her voice and let out a very loud wail as she
collapsed on top of Billy.  He wrapped his arms around her
holding her tightly as he finished pumping his cum into her
pussy.

“That looked like a big one Jennifer.” Her mother said as she
rubbed her back.

“Oh my God mom, I never felt anything so good in my whole life.”
Jennifer spoke softly still panting hard.

“I don’t ever want to take my dick out.” Billy giggled when there
was a lull in the conversation.

“Felt that good huh?” I giggled with him.

“Mom it was fantastic.  So hot and tight and when she felt good,
I could feel her pussy gripping my dick.”

“Maybe she’ll let you do it again sometime.” I laughed.

“Anytime, he can do it anytime.” Jennifer answered immediately.

Julie moved closer to her daughter’s pussy telling Billy to pull
his dick out.  I moved closer too.  I knew what she was going to
do and I wanted to get in on the fun.  He slowly pulled his
softening dick out.  Julie quickly moved her mouth over to
Jennifer’s pussy.  I sucked Billy’s slick and sticky cock into my
mouth.

“Suck me mom, OOHHH suck me.” Billy sighed as my tongue swirled
around his cock.

I could taste his cum and Jennifer’s pussy juice as I sucked his
soft cock.  He was soft and small.  I sucked his cock and balls
at the same time.   He shocked me by getting hard already.  I
turned my head a little and saw Julie as she lapped up all the
sticky cum that was oozing out of her young daughter’s pussy.

I don’t think I sucked Billy for more than five minutes when he
filled my mouth with a small load of his hot sticky cum.  I
swallowed every drop, savoring the salty taste of it.  I licked
his cock clean then sat back up.  Billy sat next to me while we
both watched Julie clean her child’s pussy with her tongue. 
Jennifer grabbed her mother’s head as she cried out again as she
shook through another big orgasm.  Julie sat up licking her lips
clean.

“I would love to keep doing this but it is getting really late.”
Julie said as she looked at the clock on the nightstand.

“I guess your right.  We need to do this again.” I told her.

“My husband comes home in three days so we have a few more days
to play.”

“It would be cool if dad could play too.” Jennifer said/

“Oh would it now.” Julie laughed. “And I suppose you would like
to feel his big fat cock sliding in and out of your pussy.”

“Well, I think it would be neat.” Billy added.

I looked at him wondering if he would admit to the others that he
enjoys sucking cock too.  Billy didn’t say any more about it.

Julie told Jennifer to get dressed.  I asked if they would like
to take a shower first.   Julie thanked me saying that they would
wait to get home then take a nice long bath together.

Billy and I escorted them to the door.  We exchanged kisses with
each other.  We also made a date for tomorrow afternoon to do
this all again.  I closed the door after them and turned the
lock.

“I owe you mom, you made me cum and you haven’t yet.” Billy said
as he pulled me close to him.

I bent my head down kissing his lips.  I told him that I would
love to have him make me feel good but I was really tired.  I
suggested we do it in the morning.  We did take a shower together
washing each other.  We kissed good night at the bedroom door and
I watched him go into his room.  I climbed onto my bed still
reeking of the sex that occurred on it earlier.  I thought of all
the fun we had and the fun that we were going to have in the
future.


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