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. Read more of my stories at: /files/Authors/Durango Let me know what you think of this story or any of my other ones. I always like to hear from readers. Send comments to: bigdandurango@hotmail.com