Note: This story was dynamically reformatted for online reading convenience. "The Happiest Place on Earth." That's what all of the brochures say. Standing in the middle of Walt Disney World, Doug believed them. It was his first vacation alone since his girlfriend was killed two years ago in a car accident. Doug stood near Cinderella's Castle as he pondered his next destination. He had been through most of the park already and the sun was beginning to set. He figured he would grab a bite to eat, watch the parade, then hit Downtown Disney and the bars. Doug found an intriguing restaurant on the map and headed off. As he strolled toward his destination, he admired the myriad of people visiting the park. It was mid-September, off-season for the tourist trade, but there were still plenty of people visiting the park and the temperature was a mild 85 degrees. It seemed everyone he saw was wearing shorts and t-shirts...or less. Doug tried not to stare when he occasionally saw women or girls wearing halter tops or bikinis. But it was difficult. When he reached the restaurant, he noticed several groups of people milling about the front door. Great, he thought to himself, they're crowded. He wended his way through the throng to the waitress podium inside and asked for a table of one. "There's a forty minute wait," the buxom waitress told him with a pleasant smile on her face, "unless you'd like to share a table with someone." "That would be fine," Doug told her. "I'll be back in a moment," the waitress excused herself. Doug watched as she disappeared around the corner into the main dining room of the Early American-style eatery. After a few minutes, she returned with the same pleasant smile on her face. "I found someone willing to share their table," she announced to Doug, "will you follow me?" Doug followed the woman through the dining room, swerving around tables filled with diners as she led him to a corner table occupied by two women. As Doug walked around to an empty chair he saw that his dinner companions appeared to be a mother and her daughter. The woman across the table and to the left looked to be in her mid-thirties, with long, straight blonde hair and blue eyes. The girl sitting across from her and next to Doug's place appeared to be in her mid-teens with matching blonde hair and blue eyes. Both women, Doug noticed, were also wearing matching light blue tank tops. Doug sat down and introduced himself. "Hi," the older woman returned, "I'm Karen Williams and this is my daughter, Laura." Doug acknowledged the youngster as she was introduced and he tried hard to keep his eyes on hers as he caught a glimpse of her budding cleavage in the gap of her tank top. "Thank you for allowing me to share your table," Doug said earnestly, "it was very kind of you." As he opened the menu, Doug made polite conversation with Karen, occasionally directing a comment or question to Laura. Doug learned Karen and Laura, were indeed mother and daughter, and this was there first vacation since Karen's husband, Laura's dad, had left them. "Where are you from?" They asked Doug. "Chicago," he replied and watched as Karen and Laura looked at each other across the table. "We are, too," Karen announced with surprise. "The suburbs, actually," she explained, "Do you know Crystal Lake." Now it was Doug's turn to be surprised. "I live in Lake in the Hills," he told them as they began talking about home. After a few minutes, the waiter stopped by the table, announced the daily specials and took their orders. When he had gone, they resumed their conversation and discovered they were staying at the same resort, only a building apart. "It certainly is a small world isn't it," Doug remarked. "Please," Karen cried in mock anguish, "we were in line for that ride for so long, I'm STILL trying to get the annoying tune out of my head!" They talked and ate and talked some more. As they chatted, Doug quietly admired his two attractive dinner companions. He learned that Karen's husband left them two years ago and that Laura was fourteen years old and a freshman at Crystal Lake South High School. When the waiter dropped their checks on the table, Doug quickly picked them both up. "You don't have to do that," Karen told him as Doug put his credit card in the folder with the two food bills. "Perhaps," Doug told her, "but I want to." Karen reluctantly allowed Doug to pay for their meal. "We were going over to Main Street to watch the parade," Karen told Doug, "would you like to join us?" "Please?" Laura quickly interjected, shining her blue eyes at Doug. Doug caught sight of a faint blush on both their cheeks as he told them it would be his pleasure. As they all got up from the table, Doug was treated to a glimpse down Karen's tank top and saw that she was wearing a light blue lace bra. Acting casual, Doug quickly turned his head toward Laura and was treated to a similar view, but was unable to see what color bra she was wearing or if she was even wearing one. Escorting the ladies out of the restaurant, Doug walked between them as they headed for the parade. As they walked and talked, Doug marveled at how he had become so comfortable with both Karen and Laura in such a short time. As they approached Main Street, they noticed that a crowd had already begun to gather for the parade which wasn't scheduled to start for another thirty minutes. Placing a hand gently on Karen and Laura's shoulders, Doug guided the women ahead of him to a spot close to the front of the crowd where they had a decent vantage point for the parade. As he removed his hands, he gently glided his fingers down their backs and confirmed that Laura was not wearing a bra. The trio waited for the parade to start and the crowd built around them as they talked. Karen and Laura faced Doug, their backs to Main Street, and the crowd behind Doug subtly pushed him forward. Finally, they heard the announcement that the parade was starting. Karen and Laura turned toward the parade and Doug found himself putting his hands back on their shoulders, keeping the group together. As the front of the parade began to pass them by, Karen reached her hand up and put it over Doug's hand, acknowledging his presence. At the same time, Laura leaned back and rested her back against Doug's chest. The three of them oohed and aah-ed as the floats passed by, but Doug was more focused on the effect the two attractive women were having on him and soon found his hands gently massaging their shoulders. His right hand lightly rubbing Karen's right shoulder, his left hand tenderly caressing Laura's left shoulder. Doug felt Laura shift her weight slightly and suddenly, Laura's ass was brushing against Doug's crotch. He was already semi-tumescent because of the growing intimacy with Karen and Laura, now his cock was growing even more as Laura caressed Doug with her petite butt. Throwing discretion away, Doug pushed his crotch forward into Laura's ass and felt her push back harder. Then he froze when Karen shifted position and released Doug's hand. Karen moved in toward Doug and gently pushed her arm between Doug and Laura. Doug glanced down as he watched Karen's fingers lightly caress Laura's ass before she turned her hand and lightly caressed Doug's bulge with her finger tips. The front of Doug's shorts displayed his obvious bulge, thankfully hidden by the darkness, as well as Karen and Laura's bodies. As they continued to enjoy the parade, Doug slid his hands down the girls' arms. When he reached their elbows, he moved his hands to their waists and wrapped his arms around them, holding them close to him and each other. All too soon, the parade was over. As the crowd dispersed, Doug asked the girls what they wanted to do next. "I think we've done everything we wanted to do here," Karen said as she looked to her daughter for confirmation. "Can we go back to the room?" Laura asked, "I've been on my feet all day." "Okay," Karen agreed. Then she turned to Doug. "What are you going to do?" She asked him. "I was thinking of going back to the hotel, too," he told them honestly but disappointed that they were turning in for the night. The three of them started working their way to the exit and the shuttle buses that would take them back to their hotel. Laura walked on Doug's left, her arm around his waist; Karen walked on his right as she held his hand. When they got to the bus stop, they had to wait for an empty bus. The bench had two empty seats and Doug offered them to Karen and Laura. Laura politely declined, but as soon as Karen and Doug sat down on the bench, Laura sat down in Doug's lap and wrapped her arms around his neck. By the time the next bus rolled up, Doug had to subtly hide his erection by walking behind the girls. Twenty minutes later, they were getting off the bus in front of their hotel. They walked through the lobby, past the pool. As they neared the girls' building, Doug was about to say goodnight and head to his room when Karen asked him if he wanted to come up and watch television for a little while. He tried not to sound too eager as he accepted. Karen and Laura's room was identical to Doug's with two king-size beds and a desk between them. A cabinet holding the TV was across from the beds. As the door closed behind them, Laura immediately ran for the bathroom, grabbing a t-shirt off the bed as she went by. "I have a couple of beers on ice if you'd like one," Karen offered as they heard the sound of the shower being started. "Thanks, I'd love one." Karen went over to the vanity where Doug saw one of the two sinks was full of ice with four bottles of beer sticking up from the cubes. She pulled two bottles from the ice, wiped them with a nearby towel and twisted them both open. She returned to where Doug was standing and handed him one of the beers, tapped the neck of her beer to his and said, "Cheers." Doug took a pull from his beer and savored the taste as Karen sat down next to him on the edge of the bed. Karen set her beer down on the floor and turned toward Doug. Doug set his beer down next to hers' and gazed back into Karen's blue eyes. Doug felt Karen place he beer-chilled hand on his thigh and he was able to keep himself from jumping at the shocking contact as he brought his right hand across his body and gently laid his hand on Karen's cheek. Still gazing into her eyes, he lowered his mouth to hers' and kissed her gently, their lips touching softly. Doug pulled back and gazed again into Karen's eyes and saw the acceptance of his kiss and the regret that it was so quick. He placed his lips against hers' a second time and opened his mouth, gently pushing his tongue past her yielding lips. Soon, their arms were wrapped around each other as their tongues danced. Karen rubbed Doug's back with her hands then slowly pulled her left hand to Doug's front and placed her hand on his growing bulge which she squeezed though the material of his shorts. Feeling her hand caressing his cock, Doug brought his right hand around to Karen's chest and gently caressed her breasts through the material of her tank top and bra. They were both becoming increasingly aroused when they heard the shower turn off in the bathroom. Karen pulled herself away and withdrew her hand from Doug's crotch as she began to straighten her clothing. Doug did the same. Shortly, both adults were sitting on the edge of the bed when Laura came out of the bathroom wearing a white t-shirt and drying her hair with a hotel towel. "That feels much better," Laura sighed as she walked into the room. Doug looked at her and saw that she had put the t-shirt on while her body was still damp and it clung to her curves seductively. He watched her as she continued to rub her hair with the towel and saw her breasts bounce lightly inside her shirt. What's more, he could see her brown nipples harden as they rubbed against the material of her shirt. Doug was thankful that Karen sat to his left, between himself and Laura, so that she couldn't see him staring at her young daughter. Karen bounced off the bed and went to the drawers under the television as she announced, "my turn." Karen pulled a shirt out of the drawer, walked past her daughter and disappeared into the bathroom. As Laura sat down on the corner of the opposite bed, facing Doug, they heard the unmistakable sound of the shower being turned on. Doug glanced at Laura, whose face was still blocked by the towel that she was rigorously drying her hair with, and saw that her legs were slightly open and he could see the crotch of the young girl's yellow panties. Doug was able to blatantly admire Laura's body for several seconds until she dropped the towel and looked at Doug. Even though she hadn't caught him ogling her, Doug blushed. "Would you like a back rub?" Laura asked him as she stood up and walked over to where Doug sat, "I give great back rubs." "Sure," Doug accepted as he rolled over and Laura got up on the bed. Doug laid on his stomach and felt the bed move as Laura knelt onto the bed and crawled over Doug's prone form. Laura straddled Doug's butt as her hands grabbed his shoulders and began kneading his muscles. His body relaxed as the youngster rubbed and squeezed her hands around his back and up and down his arms. Doug felt Laura shift and was soon sitting on his thighs, her hands massaging the small of his back. Laura tugged on Doug's shirt and pulled the bottom out of his shorts. She then placed her hands on the naked flesh of his back and worked her way up his back, underneath the shirt. Doug sighed from the pleasure that coursed through his body. Laura bent down and whispered into Doug's ear. "Why don't you take your shirt off?" She said to him. Without saying anything, Doug pulled the shirt over his head and off his arms. "That's better," Laura said softly as she resumed kneading Doug's muscles, working her way down his back. When she got to the small of his back, Doug felt Laura's fingers casually slip under the waistbands of his shorts and underwear as she continued the massage. Then she pulled herself off of Doug and started to remove Doug's shoes and socks. When he was barefoot, Laura began to massage Doug's feet and legs. Doug noticed the shower shut off in the bathroom and as Laura's hands worked on his left calf, he heard Karen come out of the bathroom. Turning his head toward the bathroom, Doug watched Karen round the corner and stop when she saw her daughter kneeling next to Doug on the bed and massaging his leg. Karen stopped drying her hair as she stood watching her daughter massage Doug's half-naked body. Doug could see Karen's nipples poking at the front of her grey nightshirt. "What have I been missing," Karen asked with a smile in her voice. "Laura offered to give me a back rub," Doug explained, "I certainly wasn't going to decline." "She gives great massages," Karen admitted as she sat on the bed on Doug's right and placed her hand on his right calf. "Do you want to take over, Mom," Laura asked, "my arms are getting tired." "Sure, honey," Karen said as Laura leaned back on her arms, her feet under her ass, and watched her mom begin massaging Doug's prone body. Karen started where Laura had left off, massaging Doug's calves. Doug sighed with pleasure as he turned his head to the left to see Laura sitting on the bed, her knees pointing to his face and slightly parted. Laura's pantie-clad pussy was boldly visible and close enough to touch. Doug lidded his eyes so his gaze would not be obvious as he felt Karen's hands move up his legs, massaging his thighs. Then he felt Karen's hands move up and under his shorts, lightly grazing his briefs as she continued kneading the flesh and muscles of his upper thighs. Her fingernails lightly grazed Doug's scrotum through his briefs as she moved her hands to his inner thighs. Doug moaned softly and moved his legs a little farther apart. Karen moved her fingers up and applied more pressure to Doug's scrotum. "Mmmmmm," Doug moaned, "that's the spot." Through his lidded eyes, Doug could see Laura moving her eyes from her mother to her mother's hands. He felt the bed move when she shifted herself and stretched out parallel to Doug's body, her feet pointing to the head of the bed while her head was by her mother where she could see more closely what her mother was doing. Laura's shirt had ridden up as she moved around and her yellow panties were now exposed to Doug's view. Doug could clearly see a damp spot in the crotch of Laura's panties. Doug was disappointed when Karen pulled her hands out from inside his shorts until she said... "Why don't you roll over so I can massage the front of your legs?" Doug rolled over onto his back and saw both Karen and Laura glance at the large bulge sticking up from his shorts. Karen began to massage Doug's legs. Her left hand on his right leg and her right hand on his left leg, she slowly worked both hands up his legs and across his thighs. Doug had his eyes closed as he savored the sensation of Karen's hands and fingers moving up his legs. He felt her fingers move up his thighs and work their way under his shorts. Soon Doug felt Karen's hands on either side of his cock and her thumbs were pressing against his scrotum. The pleasure was incredible and Doug knew that he would be cumming very soon if Karen kept massaging his scrotum. Karen suddenly pulled her hands out and slid them over Doug's shorts to his waistband. "Why don't we take these off," she said as she hooked her hands into the waistband and pulled his shorts down his legs. Doug raised his ass from the bed to help Karen remove his shorts, exposing his white briefs, as he looked over at Laura. Laura stared at the large bulge in Doug's crotch with her mouth slightly open as her mother pulled the shorts off his feet. "That's better," Karen said softly, "don't you think so, Laura." Laura nodded her head, her eyes glued to Doug's crotch. "Why don't you take over, darling," Karen told Laura. Karen sat back to allow her daughter room. Laura pulled herself up onto her knees and the fourteen year old placed a hand on each of Doug's thighs and began squeezing his flesh. She kneaded his thighs as she slowly moved her hands up, towards his crotch. Soon, Laura had her hands on either side of Doug's tumescent cock, her thumbs below his ball sack as she rubbed his scrotum. "I think it might be better," Doug croaked, "if you took off my underwear." Doug glanced over at Karen to see if she was okay with the idea of her teenage daughter being exposed to a man's cock. Karen just looked at her daughter for a reaction. Laura's reaction was to move her hands to the waistband of Doug's briefs. She wrapped her fingers around the elastic and began to pull his briefs down. Again, Doug raised his ass to make it easier as Laura exposed his nine inch cock. She pulled his briefs all the way down his legs and pulled them off, tossing them to the floor. Laura stared in awe at Doug's naked cock. She timidly reached her hand out and gripped it tenderly. She then slowly stroked her hand up and down his hard shaft. "Is this okay?" The young girl asked. "That feels sooo gooood," Doug moaned. "You're doing fine, Laura," her mother encouraged. Laura stroked up and down a few more times, Doug nearing climax. "Would you like to kiss it, Laura?" Her mother asked. Laura nodded then lowered her lips to the head of Doug's cock. She tenderly kissed Doug's knob. "Now lick it," Karen instructed her. Laura stuck her tongue out and ran it around the head of Doug's cock and along the side of his shaft. Doug knew he wouldn't be able to hold back much longer. "That's right, Laura," Karen assured her daughter, "now put his cock in your mouth." Laura opened her mouth and lowered it over Doug's cock. As she engulfed it, she gently closed her lips and caressed his cock with her lips as her tongue massaged the head. She bobbed her head on his cock a few times before Doug lost control. "I'm cumming," he panted as his cock erupted into the young girl's mouth. She kept her mouth around Doug's cock as she felt his sperm go down her throat. She savored the intriguing taste as she swallowed as much as she could manage. A few drops dribbled from the corner of her mouth. With her mother's guidance, Laura was able to milk all of the cum out of Doug's now deflating dick. When she felt she had it all, Laura sat up and wiped the cum from around her lips with her tongue before she wiped her mouth with her hand. "That was great," Doug told her with a smile. "I'll get a washcloth," Karen chimed in, "you've got a little spunk in your pubic hair." Karen got off the bed and crossed to the sink where she ran the water and grabbed a washcloth. While Karen was at the sink, Doug looked at Laura. "Will you take your shirt off," Doug asked the girl. "Okay," she replied as she grabbed the bottom of her shirt and pulled it over her head. Doug gazed at the youngster's budding breasts and dark nipples and felt his limp cock begin to stir again. Karen returned with the wet washcloth. She was unsurprised by her daughter's partial nudity as she had heard Doug ask her to take her shirt off while she was at the sink. "She's very pretty isn't she," Karen commented as she sat next to Doug and began to wipe his cock and pubic hair with the washcloth. "Yes, she is," Doug agreed, "as pretty as her mother." Doug gently placed his hand on Karen's thigh and caressed her lightly. Karen blushed as she continued cleaning Doug's cock. When she had cleaned all the cum from Doug's crotch, Karen tossed the washcloth across the room, into the sink, and stood up. Looking into Doug's eyes, she grabbed the bottom of her shirt and slowly pulled it up, over her head, and off of her arms. She stood in front of Doug, wearing only a pair of white panties. Doug admired her body and saw that her breasts were slightly larger than Laura's, yet just as firm. "Beautiful," Doug sighed as he moved his eyes from Karen to Laura and back again, "absolutely beautiful." Doug got up from the bed and knelt in front of Karen. He reached out and placed his hands on the waistband of Karen's lace panties. "May I?" He asked as he curled his fingertips around the elastic and looked at Karen's face. Karen nodded as Doug began to slowly pull her panties down her thighs, over her knees and down her legs, exposing her sparse bush of blond pubic hair. "Absolutely beautiful," Doug repeated himself as he let go of Karen's panties and tenderly rubbed his right index finger against her moist slit. As she stepped out of her panties, Karen placed her feet wider apart, allowing Doug better access to her pussy. Doug took advantage and gently inserted his finger into her wet pussy, all the way to his knuckle. Karen's body trembled with pleasure. "Sit on the bed," Doug instructed her as he pulled his finger back out. Karen sat on the edge of the bed behind her and Doug crawled over to her and parted her legs. He then leaned in and placed his mouth on her cunt and began licking and nibbling her labia. Karen moaned loudly. Doug pushed his finger back inside Karen's cunt and found her clitoris. He caressed the nub and felt Karen's body shake with the pleasure. Keeping his finger inside her, Doug pulled his face away to get a breath and looked over at Laura. The young girl was sitting on the opposite bed, behind Doug, and had her hand inside her panties as she watched Doug eat her mother's pussy. "Why don't you come down here," Doug invited her. Laura slid off the bed and knelt on the floor next to Doug. Doug pulled his finger from Karen's pussy and held the juice-soaked digit out to Laura. "Taste it," Doug encouraged her, "your mother tastes delicious." Laura slowly bent her head forward, stuck out her tongue and touched it to Doug's wet finger. She pulled back only slightly as she tasted her mother's love juices. "Like it," Doug asked. Laura nodded her head as she smiled and took Doug's finger into her mouth and sucked the juices from it. When she released Doug's finger, Doug moved back slightly. "It's even better at the source," Doug told her as he invited her to take his place between her mother's legs. Laura crawled closer and took Doug's place between Karen's legs while Doug moved behind Laura and leaned against the bed to Karen's left. He watched as the young girl slowly bent forward and inhaled the musky aroma emanating from the pussy in front of her. She then put her tongue out and ran it from the bottom to the top of her mother's slit. "Ooooh Yesssss," Karen hissed as her body trembled from the erotic sensation. Laura put her tongue inside her mother's cunt and began moving it around, while, at the same time, she inserted her thumb above her tongue and began to rub Karen's clit. Doug watched for a moment then leaned over Karen's chest and began massaging her breasts and pinching her nipples. He leaned over and took her left breast into his mouth. Soon, Karen's body was shaking as an orgasm built up inside her. Doug stroked his left hand tenderly over her flesh, across her stomach and her left thigh. With a loud, high-pitched moan, Karen orgasmed. As Karen settled down,. Laura pulled herself back and admired her mother's naked body, pussy juice covering her mouth and chin. Doug saw the mess on Laura's chin and offered to help clean her up. He crawled on his knees to her, took her into his arms and kissed her deeply, passionately. He then kissed his way around her face, gently licking up her mother's juices. Still kissing her, Doug moved himself lower and was soon kissing Laura's budding breasts, tenderly sucking on her hard nipples. "Stand up," Doug told her as he pulled himself away from her breasts. Laura did as she was told and got up on her feet in front of Doug. Her pantie-covered pussy was in front of Doug's face. Doug put his hands on the material of her panties and looked up to the young girl's face. "Tell me what you want me to do," he told her. Laura only paused for a heartbeat before she understood. "Take off my panties," she told the older man. Doug curled his fingers around the waistband of her yellow panties and slowly, teasingly, pulled them down her slender legs. Laura put her hand on Doug's head to steady herself as she stepped out of her panties. Doug admired the sparsely covered pussy in front of him, her blond hairs almost invisible against her skin. "What would you like me to do now," Doug asked her. The young girl looked over at her mother who was still recovering from her orgasm. "Kiss it," Laura told Doug vaguely. "Kiss what," he asked, knowing very well what she wanted him to kiss. "Kiss me down there," she explained. "Say it," Doug insisted, "kiss you where?" Laura hesitated and her faced turned crimson as she blushed. "My pussy," she finally stammered, "I want you to kiss my pussy." Doug smiled at her as he leaned forward and stuck his tongue between her legs. He then put his hand gently on her stomach and pushed gently, urging her to sit on the bed behind her. Laura complied. Once she was sitting on the edge of the bed, Doug gently parted her legs and crawled in between. He leaned over and licked her pussy again. Laura's body shook as she sighed. Doug stuck his tongue inside Laura's pussy. "Ohhhhhh yessssss," she hissed, sounding like her mother a short while ago. Doug licked and nibbled at Laura's labia and occasionally licked her clit with his tongue. Every time he touched her love button, she moaned and trembled. It wasn't long before the fourteen year old was covering Doug's face with her juices as she orgasmed. Her hands grabbed the back of Doug's head and pulled him hard against her pussy until the tremors subsided. Pulling himself away from Laura's pussy, Doug stood and admired the young girl's naked body as she recovered from her orgasm. He then turned and saw that Karen was sitting up and her hand was between her legs, two fingers pushing in and out of her pussy. Doug took a step forward and was between Karen's legs, his stiff cock pointing toward Karen's face. "Put it inside me," she panted. "Put what inside you," Doug teased. "Your cock," she smirked, her fingers still working feverishly on her pussy, "I want you to put your cock inside me." Doug crawled over her body and slowly moved his cock into her juicy pussy. Karen moaned as she felt his hardness enter her all the way and push against her cervix. Doug pulled back and then pushed forward again as he began to fuck Karen's pussy with long, slow strokes, gradually increasing his tempo until the bed was shaking from their efforts. "Oh God!" Karen cried out, "harder, harder...fuck me!" Karen's body thrashed wildly as Doug rammed his hard cock in and out of her wet pussy, her orgasm quickly approaching. Doug could feel her pussy squeezing his cock, bringing him to the edge of his own eruption. With a final thrust, Doug exploded inside Karen's pussy as Karen shrieked at the same time as her own climax hit her. Doug rolled off of Karen, and landed between mother and daughter, gasping for breath as he came down from the most incredible climax he had ever had. "Wow," he panted as Laura began caressing his chest from his right side and Karen began caressing him from his left. "When do you ladies head back to Chicago?" he asked. "Saturday morning," Karen told him. "Me too," Doug remarked, "so between now and Saturday, should we spend time in the room or at the parks?" "I say we spend the days at the parks," Karen suggested, "the nights here or at your room. And when we get back to Chicago we'll alternate houses." "I like you plan," Doug replied. "Me, too," Laura chimed in. With that, the three naked lovers cuddled together and quickly fell asleep.