Note: This story was dynamically reformatted for online reading convenience.
 
 "What You See is What you Get" By: JValet

   Disclaimer: Yadda, yadda, yadda.  If you're too young, don't read.  If
you're offended by adult

   material, don't read.  Or at least, don't come bitching to me.

  
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   Chapter 1

   On a residential street in quiet Underton, the inhabitants lay sleeping,
dreaming variously of things good, bad, and otherwise.  In one bedroom in
particular though, Kerri Strauss, single mother and middle-school English
teacher, only thought she was dreaming.  The still-slim forty-year old
tossed and turned, cycling her legs as though running, eventually kicking
her bedsheets to the floor.  In her mind's eye, she was sprinting for her
life, dreaming the familiar dream of the faceless pursuer.

   She dashed across a featureless plain, too scared to glance back at that
which chased her, knowing only it was behind her, and growing closer. 
Kerri could feel it, could sense its presence drawing near, could almost
smell its...  perfume?

   Yes, perfume.  Heady, sweet, it made her head spin, made her feet
falter. Hot breath left moisture on the back of her neck.  From the corner
of her eye, Kerri caught a glimpse of the hunter, a fleeting impression of
darkness and shapely curves.  Sharp nails traced their way down her
shivering spine, then pushed her off balance once and for all.

   On the bed, the red-maned mother flipped over onto her stomach grunting
as though thrown.  Her flannel nightgown was rucked up high on her thighs,
glowing ivory in the pale moonlight.

   In the dream, a weight pressed down on top of her back, warm and soft
and commanding.  Hot, wet kisses rained down on her neck and shoulders,
while swift fingers found their way to her left buttock, caressing and
kneading and working their way ever inward.  The perfume filled her head
now, buzzing her brain, sending a tingly thrill throughout her body.  The
idea that her pursuer was a woman never once felt odd to her; this was a
dream, after all, and she had occasionally dreamt of lesbian encounters
before.

   "You taste good, sweetheart," a luxuriously feminine voice said next to
her ear, just after a soft tongue lapped at it.  "But I bet that little
cunt of yours tastes sooo much better...  are you getting all juicy for me,
darling?  All hot and wet?  Is your pussy all slick and slippery, dripping
with yummy juice just for me?" The questig fingers dropped from her thigh
to attack the entrance of her vagina, which was, indeed, sloppy with
arousal.  Not that she'd ever get this aroused this quickly in the real
world, but it was a dream, after all.

   She groaned quietly, pushing the soft, saturated lips of her pussy
against the fingers that had split her peach for the first time in years.
The weight pinning her body to the ground lessened just enough for Kerri to
draw her knees up, pushing her ass into the warm, feminine body above her,
shoving those questing digits even deeper into her inviting cunt.

   On the bed, head pushed into the pillows, bare ass presented to any who
could see, pussy weeping fragrant liquid down her thighs, Kerri looked like
an invitation to fuck.  The demure school teacher was presenting herself to
her dream lover, asking to be taken, though the only sounds she made were
incoherent mews of pleasure.

   "Yessss..." the creature above her hissed.  "You love this, don't you?
Love the way you feel when I'm inside you, deep inside you..."

   "Oh Gaaaawd, yes!" Kerri agreed as the fingers in her pussy began to
thrust in and out of her slick hole while another digit tickled her clitty.

   "Do you want me inside you forever?" The fingers vanished from her cunt,
leaving the teacher empty and wanting.  "Do you want me to be in here"
something, thicker than a finger, poked at the entrance of Kerri's vagina
"for the rest of your days?"

   "Yes!  Fuck, yes!" Kerri shouted, not caring what she was agreeing to,
just needing to be filled again, to be fucked again.

   In his bed, Jay awoke, hearing shouts from his mother's room.  Worried,
the sixteen-year-old swung his legs out and onto the floor, kicking a
discarded Maxim out of the way.  Padding down the hall towards the source
of the noises, it occured to him that they didn't sound like cries of
distress.

   "Yes!  Fuck!  Fuck me!  Oh, Gaaawd, YES!" Kerri felt something push past
her swollen labia and plow deeply into her waiting cunt.  Long-nailed
fingers clutched her ass, but she didn't care about the pain as the invader
in her pussy plunged ever further, far up into the core of her body, or so
it felt, then out again, in a long, slow stroke.  Something slid right past
her g-spot, touching it briefly, too, too, briefly in passing, and she gave
a sharp cry of pleasure as her body convulsed.

   Jay rapped softly at his mom's door.  "Are you all right in there?" But,
lost in her own world, Kerri heard only the words of the creature so
deliciously fucking her cunt.

   "Scream, my little whore," it growled, ramming its appendage home once
more.  "This," another long, slow stroke, puncuated by Kerri's animal moan,
"is mine, all mine.  Just...  like...  you!" Hot flesh slapped together in
the dream.

   Jay tried the knob.  It wasn't locked.  Slowly, he turned the knob.

   "Are you ready for me to take you, Kerri?" The creature asked, switching
gears to short, sharp strokes.  Something inside her pussy pressed hard
against that oh-so-famous bundle of nerve endings on the upper wall of her
pussy, and she jerked wildly beneath this thing that felt female, but
somehow fucked like a stud bull.

   "Oh, FUCK, yes!  Anything!  Fuck me!  Take me!  Anything you want, just
do it now!" Chuckling, the creature complied, pounding Kerri's pussy at an
inhuman pace, somehow rubbing her G-spot at the same time, bringing her
quickly to the brink of orgasm, and crashing over it, the teacher's words
lost in a scream of pleasure as she felt the pure, awful, lust wash over
her body, her cunt on fire, filled with darkness, feeling it drive deeper,
deeper, to the very core of her being.

   Gasping for air, sweat dripping from her brow, Kerri suddenly noticed
that the thing was gone.  Looking up, she found herself back on her bed, in
a very awkward position.  Luckily, there was nobody to see, as she quickly
re-arranged herself, pulling the nightdress back down over her thighs, and
grabbing the bedsheets.  Just a dream.

   But what a dream.  Her hand wandered down between her thighs, which were
sticky with cunt-cream.  Drifting off into sleep, searching for a second
encounter, she noticed that her door was open, and vaguely wondered how
that had happened, but was soon amid more mundane dreams...

   Jay, on the other hand, sat on the edge of his bed, unable to wipe the
image of his mom on all fours, bare ass pointed straight at him, writhing
and screaming in obvious ecstasy, from his mind.  He was also unable to get
the healthy erection tenting his pyjama pants to go down for a while.

   Morning, like a virgin, came all too soon.

   Cracking sleep-leaden eyes, Jay slammed the snooze button on his clock,
shutting up some fucking "morning personality" with more perk than brains.
Rolling over, he tried to find his way into ten more minutes of oblivion,
when he heard his name being called.

   "Fuck fuck fuck fuck," he muttered, rolling out of bed, recalling the
events of the night before.  Some blood rushed to his groin, and his cock,
swinging loose inside the pyjama pants, got just fat enough to make walking
uncomfortable.

   Pushing his mom's door open, the "whaaa-aaat," on his lips died without
a sound.

   She was standing with her back to him, looking at herself in the mirror
as though she could hardly stand to tear herself away from what she saw
there.  Long, lazy curls of hair that seemed brighter and redder than ever
before were piled high on top of her head in the most artfully dishevelled
way.  Her blue eyes burned hot in their reflected image, and her lips were
glossy, crimson, and parted as if expecting a kiss...  or a cock.

   A lacy black bra scalloped with creamy silk pushed his mom's delectable
tits upwards, smooth globes heaving slightly with each breath.  Jay almost
thought he could see a hint of dusky pink nipple along the top of one cup,
but, frozen in place by the vision before him, he couldn't get any closer
to make sure.  She was drawing circles around one clearly erect nub with a
long fingernail, before allowing her hand to drop.  His eyes followed it
down, tracing a blistering trail down the smooth, muscular expanse of her
back, to the curling black tattoo of a devil's tail that ran down from the
top of her tailbone into the matching silk panties.  Only the keyhole at
the back that revealed the beginnings of that crevice between the pouting,
firm ass that was oozing out of the lingerie, allowed him to see the point
at the end of the tail.

   His mom looked like a goddess, radiating lust and sex from every pore.
Subtle muscles in her long, sleek legs rippled as she shifted her weight
slightly, and between her legs he could see the peach of her pussy, wrapped
in black silk, drawing his attention, calling out to him...

   "Jay?" He blinked when she said his name, making him suddenly aware of
the powerful erection in his pants, and who was causing it.  A moment's
distraction, to be sure, but in that fraction of a second, the vision of
sex before his eyes was suddenly his very mundane mom, wrapped in her
greying terrycloth robe, aging slippers on her feet, looking like death
warmed over.

   "Are you alright, honey?" Kerri asked, seeing him come up from his daze.

   "Uh, yeah.  Just, um, monday, I guess." His words faltered.  "Did you
want something?" His cheeks burned hot as his rapidly deflating cock bobbed
just underneath the plaid cotton of his pants.

   "I'm sick as a dog this morning, so I won't be going to work...  you'll
have to take me here, like a fucking slut, okay?" She asked in a steady,
regular tone.

   "What!" Was Jay's shocked reply, though his dick began to salute again.

   "I said you'll have to take the bus to school.  Are you sure you're
okay?" Her brow furrowed in concern.  "Do you want mommy to suck your
cock?"

   "I'm sorry?" He shook his head.  What the fuck was going on?

   "Do you want me to take your temperature, Jay?" She asked, as if she
just hadn't offered him oral sex.  Walking up to him, she pressed a warm
palm against his forehead.  "You feel fine to me.  Just take the bus,
honey. I'll see you after school." With that, she walked back to her bed,
shedding her robe on the way, revealing the flannel nightgown she had been
almost wearing the night before.

   "Uh, y-yeah.  Later, mom!" Jay stumbled back out of the room, feet
tripping over one another to get out as fast as possible, confused,
aroused, and as embarassed as he'd ever been in his life.

   Kerri, on the other hand, simply flopped back into bed, her limbs
suffused with dull pain.  Her skin felt tight and stretched, especially her
buttocks and her tits, while her eyes burned as if she hadn't slept in a
week.  In fact, the only part of her body that wasn't in pain was her
crotch, which tingled in a way that almost made her forget the rest.

   As soon as she had crawled between the sheets, one of Kerri's hands
snaked its way down her body, rucking the hem of the nightgown high. 
Ignoring the ache in her hands, she began stroking the outer lips of her
cunt, sending rills of pleasure through her body.  Vague memories of last
night began to filter through her mind as the already moist cleft between
her thighs got wetter, driving away thoughts of pain in her joints, the
swollen, tight feeling in her bust and rear end, and the strange burning
feeling just below her tailbone.

   Spreading her juicy labia wide, Kerri began stroking her swollen
clitoris, enjoying the haze of sex that was settling over her mind,
remembering the sensation of being fucked, taken, invaded...

   ...  replaced.

   Chapter 2

   Kerri's eyes snapped open, free of sleep.  She felt awake, alive, as
though she was inhabiting her own body for the first time.  The pain in her
joints had subsided, and felt suffused with a new energy.  Smiling, she
removed her sticky fingers from her still-wet pussy, a thrill of pleasure
shooting through her as she deliberately ran a finger over her clitoris. 
Surprisingly, it didn't feel chafed or raw at all, unlike her previous
marathon masturbations.

   Drawing her hand up out from underneath the sheets, she noticed the
heady aroma of sex in the air...  sweet, musky, alluring.  Bringing her
glistening fingers upwards, the aroma became stronger, more compelling. 
Tentatively, Kerri lapped at her own index finger, pink tongue flicking out
like a cat's.  Then again.  And again.  Soon, both her index and middle
fingers were well-within her mouth as she sucked every last iota of sweet
cunt-cream from them.

   "Yum!" She thought.  "Pussy tastes goo-ood.  Well, mine does, anyway."
Pulling her fingers out with an audible pop!  she proceeded to give each a
long, loving slurp from top to bottom before noticing that they looked much
more youthful than before, and certainly better than a pair of fingers that
had spent so much time in the wetness of her cunt.  The skin looked taut
and smooth; hell, that scar on her ring finger from when she tore her
wedding ring off before hurling it at her good-for-nothing ex had vanished!

   Curious, Kerri swung herself out of bed.  Her limbs moved with a kind of
catlike grace, each movement liquid, deliberate.  She felt powerful,
predatory, and stalked across the room, walking naturally on her toes, not
making a noise.

   Approaching the mirror, she found herself almost at a loss to recognize
the face staring back at her.  The features were still recognizeably
Kerri's, but her eyes shone with blue heat, and her lips looked as if they
had recieved a subtle collagen enhancement - just that little bit plumper
that she'd always wanted, perfectly pink pillows for kissing, or wrapping
around a throbbing cock.  The kind of lips that would give any dick a wet,
cushioned ride.  The kind of lips that begged to be painted in semen.  Her
skin glowed golden, free of imperfection.  Though the ravages of time had
been erased, one could still tell that here stood a mature woman; an
experienced sex- goddess.  If her eyes were blue flame, then her curly mane
was the full campfire spectrum, from crimson all the way to gold.

   On a sudden impulse, the school teacher and mother pulled the flannels
up and over her head.  The revelation of her body elicited an audible gasp
from Kerri's new cocksucker mouth.

   Not even in the rosiest blush of youth had she ever looked so...  so...
so fuckably delicious.  Her body was the image of toned female flesh, taut,
firm, and silky smooth to the touch, and touch she did, running her hands
over her torso in fascination.  She cupped her breasts, perfect handfuls of
titflesh, riding high on her chest; rosy nipples, with dollar-sized
aureolae stiffened at the first touch of her fingertips, and sent a
delicious shiver through her body.  Kerri played with her tits for a while,
almost entranced by the sounds of pleasure which burst forth from her own
lips and the sight of her own body.  The subtle muscles in her abdomen
rippled with each gasp, and the juices from her pussy flowed freely from
between hairless labia, down, down, down over long, firm thighs, the curve
of her calves, to pool between her suckable little toes.

   Kerri had never cum from having her tits played with, but she was well
on her way to orgasm now.  Which is why when she stopped, it came as a
complete surprise; it was as if some voice, some deep, dark, sexy voice
from the bottom of her soul had shouted up to her to save it, to wait, to
simmer until the time was right.

   "I've got more important things to do today, anyway," she said to
herself, recovering quickly.  "It's only eleven.  I can get back to work
before the lunch period is over, save half a sick-day for when I really
need it."

   She sauntered off to the shower, muscular ass cutting figure-eights
through the air, never seeing the tattoo that had appeared just below her
tailbone.  The pointed tail curved down between her buttocks, an invitation
to any and all who were lucky enough to see.

   Coming back from lunch, room 215 was in a state of genial chaos.  The
lads of Ms.  Strauss' Fourth Period English class had already heard that
their teacher was out today, and were looking forward to the opportunity to
torture a substitute for the hour.  After all, a bunch of pubescent
14-year-olds in an all-boys school had a lot of energy to burn off.

   St.  Chrysosome's was one of the last single-sex schools in the region,
and they were all painfully aware of the lack of female presence in their
lives, except for a few teachers, most of whom were beyond ancient, insofar
as the adolescent mind was concerned.  Ms.  Strauss was one of the "new
guard" at the school, which meant that she could count the number of
decades that her life spanned on one hand without having to use her thumb.
As such, she was already the object of several confused sexual fantasies of
her students; most of them, who knew sex only in a purely theoretical form,
knew that they wanted to do *something* with the still-pretty red-head, but
couldn't quite figure out what.  Of course, some of them, a touch more
advanced in education than the rest (thanks in no small part to the
internet and lax parenting), had a few fairly specific fantasies.

   They were throwing around one of Leon Kolodny's gym shoes like a
football, playing keep-away while the smaller boy danced from one boy to
another, begging them to give it up; they almost didn't even notice when
the classroom door opened.  Almost.

   A wave of silence spread from the open door all the way back to the
corner where a knot of lads had Leon leaping for his shoe like a dog after
a sausage.

   "Afternoon, boys," Kerri said, coming in.  Her generous lips were curved
in a wicked smile at the surprise registering on the young faces before
her.

   Her suit was an old one, but it looked like new, wrapped lovingly around
her curves.  It was light blue, of a fabric that swished as the flared hem
of the skirt floated just above her knees; Kerri was giving the lads brief
glimpses of her thighs as she walked in a deliberate, hip-swinging motion,
placing one high-heeled foot directly in front of the other, striding with
the confidence of a runway model.

   There was an odour in the air that tasted delicious to her; it was
fresh, it was light, it was a touch musky.  It smelled like innocence, an
entire room full of innocence, just waiting to be devoured.

   Devoured?  The new thought caused her a moment of concern, though it
didn't show as she strutted towards her desk, allowing her boys to get a
look at the luscious globes of her ass tightly gripped by her skirt, the
smooth lines unmarred by any evidence of panties.

   Why would she want to devour anything?  To consume their innocence?  To
take these fresh-faced boys, and corrupt them beyond recognition?  To take
Arnold over there, the soccer player, and fulfill his fantasy of having one
or several fingers shoved up his ass while he fucked his homeroom teacher?
To drink deep of his untainted soul?

   *Because they're delicious, * a voice, her voice, said from somewhere
dark in her mind.  *Because they're there.*

   "C'mon, guys, sit down." Kerri said, ignoring this directive.  She had
their attention, she had their adolescent cocks at attention, it was time
to start class.

   Leon sat there, spellbound like the others, watching Ms.  Strauss' every
move, trying not to touch the powerful erection in his uniform slacks.  She
hoopped up onto the desk, and every (straight) male in the class held his
breath as she crossed her legs, all eyes searching between her smooth
thighs for a flash of panty.  Leon thought he saw a hint of white, but
couldn't be sure.

   "Now, last day we started talking about Hamlet," she said, picking the
play up from her desk.

   "Okay.  So, we went over the plot last day, and we all know that it
takes Hamlet forever to actually get around to doing what his Father's
Ghost asks him to.  Right?" A sea of rapt faces stared back at Kerri,
though none of them were paying much mind to what she was saying. 
Underneath her little blue skirt, moisture was beginning to leak into the
lacy white panties that barely covered her pouty pussy lips.  She slowly
crossed her legs again, and watched with glee as every set of eyes in the
room glazed over, mesmerised by the sight of her firm, golden thighs, and
the glowing patch of white nestled in between.  At least two boys had
secreted their hands under their desks, and were not so subtly working on
their cocks.  The powerful aura of teenaged sexuality filled the room, and
to her sharp, new eyes, Kerri could almost see what was going on in their
horny little minds, could almost touch them, maybe even shape them...

   Leon readjusted his dick again, giving it a little squeeze as he did,
unable to resist the urge.  Ms.  Strauss was talking, but he was just
barely registering what she was saying, more interested in the way her legs
moved, or the way her breasts pushed insistently at her jacket, spreading
the lapels wide.

   "...  dipus Complex," she said, unbuttoning the suit once, then again.
The jacket sprung open, revealing the satiny white camisole she was wearing
underneath.  The fabric moved fluidly over her breasts as she breathed, and
Ms.  Strauss' nipples quickly became evident, sans any evidence of a bra.
"Which means, whatever Hamlet says he wants to do, what he really wants is
to fuck his mom, now that his dad's out of the way."

   She uncrossed her legs, and hopped off the desk.  Her braless tits
jiggled, almost making Leon forget what she had just said.  Had he heard
right?  Had his English teacher actually used the word fuck?  More
importantly, had she really said that Hamlet wanted to"Do his mom, like all
dirty little boys." Ms.  Strauss shrugged her jacket off, walking around
the desk.  Long, graceful arms led to smooth shoulders, and the lines of
her back were fit, but not muscular.  She hung the garment on the back of
her chair, and kept walking, the sound of her heels striking the hard floor
echoing loudly in the otherwise silent classroom.  Unless you counted the
heavy breathing, that is.

   Coming back around to the front of her desk, the shapely teacher planted
her hands on her hips.  "All you get to see is him bitch and moan about how
useless he is.  What you don't see is him beating his cock raw every night,
thinking about Gertrude." Ms.  Strauss ran a hand through her thick red
tresses, scattering them about her shoulders in thick, looping curls.

   "He's too scared to do anything about it, though.  Typical." She smiled,
and it was a temptress' smile, the knowing smile of sin.  "Hamlet wants her
to come to him," she reached around behind her hips, and a zipper quietly
hissed.  Suddenly, the blue mini flounced to the ground, leaving her
standing there in her tight camisole and a pair of white, string bikinis.

   "That way, she'll be the one seducing, the one too tempted to resist,
and he'll be free and clear of guilt." She began walking towards Leon, her
eyes staring straight into his, riveting him.

   "Oh, sonnnn..." she cooed.  "Won't you come lie with me, Hamlet?" Ms. 
Strauss was speaking directly to Leon, now.  "Don't you want to come to bed
with mommy?  Don't you want to cum in bed with mommy?  You know you want
to, don't you?  You know you can't resist it...  can't help yourself." He
blinked, and now she was his mother, his mommy, revitalised, renewed,
reshaped into a sex goddess.  "Touch me, son, feel me..." softly, she took
his hand and placed it over her breast.  She towered over him, radiating
sex and power, her soft mammary filling his small hand, the hard nipple
drilling into his palm.  "That's right, Leon.  You know you want this..."
Leaning down, her hand slipped over his abdomen, into his pants, where a
stiff young cock awaited.

   "Fuck my hand, Leon.  Fuck it like you would my pussy, like mommy's
cunt, baby." He began to hump her grasping, fondling hand with a
desperation and a speed that only a frustrated teenager could have.  "Fuck
mommy's hand, baby, fuck it like you would pound my little cunny, pump
mommy full of your sweet juice, Leon." Her voice was soft and sweet and
curled up inside his brain like a horny pink haze.

   Her fingers played with his bloated nut sack as he ground his cock into
her palm, and the teenaged cum inside them boiled.  "Fuck it, baby.  Fuck
mommy, fuck mommy, fuck Mommy.  Cum all over me, let me see your sweet
juice, my baby.  Cum for me, cum for mommy!" Her words, whispered but
insistent, pregnant with lust and need, sent Leon teetering towards the
edge.  "Remember this, honey.  Remember how good it feels to fuck mommy..."
All he could do was whine in response, needing his release as only a
fourteen year old can.

   "LEON!" The shout cut through all else, and he found himself sitting
alone in the classroom, Ms.  Strauss sitting on her desk, fully clothed,
legs crossed.  Outside, the hallway was brimming with other boys, going to
their next class.  He blushed right up to his ears, removed his hand from
his pants as subtly as he could, and ran from the room as fast as he could,
not even sparing a look at his teacher, never seeing the knowing grin on
her face.

   "Such sweet dreams," Kerri whispered to herself, tasting the sweetness
of corrupted innocence.  The her lower back tingled pleasantly, sending
tendrils of pleasure straight to her cunt, which by now had leaked all over
the bottom of her skirt.  The room was full of the scent of pussy, and it
smelled good.

   Leon sure had a surprise waiting for him when he got home.

   But then, they all did.

   She giggled, and hopped off the desk, smiling at the damp spot on the
wood.  Kerri ran a finger through the wetness.  She was licking it off when
the next class started to file in.

   Oh boy.

   Chapter 3

   Shouldering his bookbag, Jay slammed his locker closed.  Another day,
another...  something, anyway.

   "Dude!" Two morons occupied the next locker over.

   "What?"

   "There's some seriously hot bitch subbing for Missus Strauss."

   Then they started talking about her tits, which were "smokin'," which
then descended into a conversation about the girls from the other private
school across town that they pretended to have "banged."

   Fucking idiots.

   Still, it didn't prevent him from wandering near his mom's classroom. 
Just to have a look.  The usual roster of substitutes who visited St. 
Chrysosome didn't include any "hot bitches," so it wouldn't hurt to have a
look at some new blood, would it?

   The door to his mother's classroom was wide open, and there were still a
few stragglers from her homeroom class spilling out, most of them looking
pretty flushed.

   Jay poked his head in the door.  A delicious pair of ass-cheeks, covered
only in a gauzy blue skirt that moulded itself tightly to the curves
filling them, presented themselves to his gaze.  A pair of endless, tanned
legs extended from the brief skirt, and Jay's eyes travelled inexorably
downwards, following them over firm thighs and curvy calves, to her perfect
little feet, one of them rising in and out of the clear plastic mule she
wore.  His cock rose powerfully in his pants, and he was filled with the
urge to jam his dick underneath that soft little sole, to rub his weeping
cockhead against the smooth skin of her thighs, to take hold of her hips
and stuff her full of his throbbing meat.

   As his gaze rose up over the curves of her buttocks, he noticed that her
hair, loosely trailing down her back as she bent over to write something on
the desk, was a hauntingly familiar spectrum of reds.  The image he'd seen
of his mother, standing before her mirror, earlier that morning came
roaring back into his brain and he immediately blushed.

   "Are you going to stand there all day, or are you going to say
something?"

   "Mom!?"

   The face that rose over her shoulder to leer mischeviously at him was
still recognizable as his mother's, but it was if some sculptor's hand had
smoothed away all the ravages of time, and left behind a pair of smoldering
blue eyes and a set of plush lips that cried out to kiss a sticky cock...

   Kerri stood, her ass subtly grinding against itself as she did, and
turned to face her son.  Her jacket was unbuttoned, and the lapels hung
wide open; Jay's eyes immediately fell upon the fulsom bosom jiggling
unsupported underneath the thin silk of the camisole she wore underneat her
suit.

   "I thought...  I-I mean, you were...  and now you're..." Jay seemed to
be having trouble tearing his gaze from the nipples saucily pointing in his
direction.  Obligingly, Kerri hopped back up onto the desk, crossing her
legs in order to give him something else to look at, namely her creamy
thighs.

   Dangling a sandal from the tips of her pretty little toes, Kerri said,
"I know.  I was sick this morning, but I felt better by lunchtime, so I
came in." She noticed his eyes wander down that way, following the motion
of her legs, licking his lips in spite of himself.

   Kerri could feel the sexual heat emanating from her son.  The aura of
lust surrounding him was the strongest she'd felt yet today, and to her it
tasted better than peaches and cream.

   "Anyway, now that I'm here, do you want me to take you?" Jay watched as
his mother smiled salaciously, and chewed on a french-tipped fingernail. 
He was still waiting for her to finish the sentence with the word, "home,"
when she popped her finger in between those plush, pink lips.  Jay's mom
closed her eyes, and purred as though savouring some sweet treat.  The tip
of his cock, pushing insistently against the button holding his uniform
pants closed, pulsed with blood, and leaked enough precum into the denim of
his pants that a wet spot appeared.

   "Mmmmmmmmm..." his mother moaned softly, as she drew her finger out of
her mouth again.  A long, white streamer of liquid followed.  Jay goggled,
knowing that it was too thick to be spit; it hung for a moment, suspended
between her fingertip and her pursed lips, then snapped, flying back onto
her chin, a pearlescent string that began to ooze its way down her face,
towards her neck.

   His mother, his once-ordinary mother, ran her sticky finger over her
lips, and as she did, they were coated with a thick glaze of goo.  Smacking
her lips loudly, tiny rivulets of the stuff burst forth from the corners of
her mouth, dripping inexorably downwards.  She opened her eyes again, and
fixed her son with a hot blue gaze that sent his heart pounding in his
chest, but froze his spine.

   Kerri blinked once, twice, three times, and suddenly her eyes were
weeping slime; the stuff had a powerful, musky odor, one Jay was well
acquainted with from his midnight adventures with Rosie Palm.  Soon, her
face was a network of dribbling lines of spunk, crawling inexorably
downwards, glazing her features in a seminal frosting.

   "What's wrong baby?" She asked, pouting.  With each word, more sperm
burbled out from her lips.  "Don't you like mommy's new facial cream?  I
call it 'creme de mon fils,' and I just _love_ the way it feels on my skin,
on my lips, in my _mouth_." She licked her lips hungrily, and shrugged off
her jacket; her firm tits bobbed enticingly beneath their thin silk
camisole.  "It's _sooooo_ hot on mommy's skin, Jay.  I can feel it burning,
all the way down," throwing her head back, Kerri ran her hands down from
her dripping chin and over her neck, to grab hold of her tits, leaving
thick gobbets of man-goo behind her.  She squeezed those succulent
mammaries tightly, and gasped with pleasure.  The silk simply melted away
beneath her hands, and the remains of the camisole fluttered to the floor,
a damp cumrag.  Her fingers worked freely over the slick skin of her tits,
jiggling them, wringing her nipples, building up a white froth between her
digits, and somehow producing even more boy-milk to crawl down her abdomen.

   "Oh, fuck!  Jay, 'creme de mon fils,' feels sooooo nice on mommy's tits.
You will give her some for her birthday, won't you?" She fixed him with
that hot blue gaze again.  "But do you know where it feels best?" His mom
grinned, then gasped, threw her head back and screamed with ecstasy.  A
thick slug of semen emerged from the hem of her skirt, traversing the firm
flesh of her thigh.

   "Oh, God, YES!" She screamed.  "Give it to mommy, Jay!  Give your mother
all the cream she needs!" More spunk gushed from between her thighs, and
splattered on the floor, sprinkling her toes with goo.  "Give it to me! 
Right up my cunt!  You will, won't you, Jay?" Kerri stared into his eyes.

   "Well?" She asked.

   Jay blinked.  He could feel the wetness in his trousers, and the immense
erection that strained his zipper, but that was the only evidence of the
erotically charged scene seared into his memory.  His mother, the sex bomb,
looked at him expectantly.

   "Are you going home with me, or not?" As she spoke, a hint of white
appeared at the corner of her mouth.

   Jay's eyebrows shot up.  "Ah, no!  I mean, that is, um, I wanted to, uh,
take the bus.  Okay?  See you later.  Okay?" And he bolted, not hearing the
throaty chuckle that followed him out of the room.

   * * *

   When Leon arrived home that afternoon, his erection led the way.  All
afternoon, he hadn't been able to wipe the image of his own mother, Julia,
her hand wrapped around his cock, ordering him to cum for "mommy."

   Dazed and horny, he dropped his bookbag in the hall, and stumbled
towards his bedroom.

   "Cum for mommy, cum for mommy!" The vision in his head screamed, and
Leon could only watch helplessly as her tits bobbed in front of his face.

   Rubbing the bulge in his pants furiously, his wandering feet took him,
not to his own room, but to his parents' bedroom.

   "Hiya, sweetie.  Watcha doin'?" Leon snapped out of his reverie.

   On the bed lay Julia Kolodny.  Or was it?  The figure on the bed had the
same long, slender legs that his mom liked to show off in mini skirts and
shorts, had the same mischevious glint in her green eyes, and that mane of
straight, black hair.  But unlike the mother that had dropped him off at
school this morning, this Julia had curves, hips and tits that filled out
the filmy black nightie she wore, and a sinfully wicked pair of lush,
kissable lips.  This Julia also had a tattoo of an inverted pentagram on
the inside of her left thigh, Leon noted as she writhed around on the bed
and said...

   "...What's wrong, baby?" It was all Keenan could do to keep his mouth
from dropping open at the sight of his mother's chocolate ass, oozing its
way out of the tiny denim skirt she was wearing.

   She bent over the kitchen counter a little further, raising the hem of
her skirt even higher.  He searched desperately for something to say, and
came up with...

   "...nothing, mom." Arnold stammered, tearing his eyes away from the dark
crevice between Karen's slick, wet thighs.  His cock pulsed in his pants,
and he tried to focus his attention on the toilet.

   Karen reached out from the shower, and touched his shoulder.  "Won't you
wash my back, sweetie?"

   "What?" Asok said, not really believing his ears.

   "I just want you to put some suntan lotion on my back, son." Prati
rolled over onto her stomach, and her big tits tried their mightiest to
pour forth from the cups of the tiny silver bikini she was wearing.  She
smiled at him with slick, glossy lips, and said...

   "It's not like I want your soul, or anything." Lucia slid her coppertone
foot out from the white pump, and laid it in Miguel's lap, her perfect toes
rubbing the head of his cock underneath his uniform pants as she pretended
to stretch her tasty little peds.

   Her other foot came round, and presented itself before his face.  Her
toes wiggled, and Miguel began to salivate.

   "My feet hurt soooo much.  Could you..."

   "...kiss it and make it better?" Julia grinned.  "Is that what you want?
For mommy to kiss you where it hurts?" She beckoned Leon over to the
bedside, as she sat up.

   He, feeling as though he were moving through a dream, obliged her, and
stumbled towards his mother.  Her eyes raked his small form hungrily.

   "Now then, sweetheart, why don't you tell mommy..."

   "...why you can't take your eyes off my booty," Keenan's mom, Keisha,
teased.

   Keenan blushed, as his mom laughed throatily, and wiggled her ass for
him.  Those big, perfectly round cheeks slid even further out of her skirt
as she did, and he could see no panties cleaving the deep cleavage of her
cheeks.

   "Do you like the way your momma's butt looks, now, baby?  You know you
have to..."

   "...open your eyes if you're going to wash me, Arnold." Groaning with
frustration, he reluctantly opened his eyes, but kept them firmly on the
cieling.  The hot water pelted his back as he reached out, soap in hand.

   His fingers made contact with firm, slick flesh.  A hard nubbin drilled
into his palm.

   "That's not my back, sweetheart," Karen admonished gently.  Gulping, he
looked...

   ...stared, really, at the smooth, brown skin beneath his hands.  Where
was the fleshy, conservative mom he'd left this morning?  His powerful
erection tented the loose swimming trunks he was wearing.  It brushed
against her side as he reached over to coat the other side of Prati's back.

   "Mmmmm, what's that?" She asked.

   Miguel blushed, and Lucia chuckled.  She scrunched her toes over his
cock, making him gasp.

   "Did mommy do that to her little boy?" She brought her other foot back
up to his lips.  "I think you should give mommy another kiss to make up for
being such a naughty boy...  getting so hard and stiff for mommy's feet. 
Actually, I think you should wash mommy's feet, baby, just to show her
you're not such a naughty boy after all."

   "M-mom, I-"

   "What, sweetheart?" Julia looked puzzled.  "That's not where it hurts?"
She planted another kiss on the angry purple head of Leon's cock.  "It
looks all swollen and painful, darling.  And look, it's leaking." She
rubbed a finger over the slick little knob at the top of his 14-year old
dick, playing with the sticky precum on her fingers.

   "Besides, it tastes good..."

   "...doesn't it, boy?" Keisha growled as Keenan planted kiss after kiss
on the globes of her ass.  Keenan mumbled something into the pliant flesh.

   "Now, lick it, son of mine.  As deep as you can into mommy's butt crack,
taste as much of mommy's ass as you can handle." One of Keenan's hands
wandered down to his pants, to fondle the huge cock standing at attention
between his legs.

   "That's right, baby, jerk yourself to mommy's sweet ass, you know you
like it..."

   "...don't you Arnold?  You like fondling mommy's tits, you like feeling
my hot skin pressed up against yours, feeling your cock slide against
mommy's thigh."

   She was straddling his smaller form, having backed the boy up against
the shower wall.  Both of his hands were sliding over the slippery, soapy
tit flesh as he rubbed his cock against her, dry humping her leg.

   "You love the way mommy makes you feel, don't you, Arnold?" She grabbed
his cock and began stroking it.  "Horny, seduced, helpless to resist..."

   "...staring, touching, fantasising about any part of my body, my new
body." Asok stood between his mother's spread thighs as she jerked his
dick. Her hand was slick with the gooey precum flowing freely from his
erection, and wads of it spattered on the concrete.

   "My tits, my ass, my hands, my feet, my mouth, you can't help yourself,
can't help staring at any of it, can you?  But I know what you want to see,
my son..."

   "...my cunt." Lucia's sole slowly stroked the underside of Miguel's
cock, pausing at the bottom occasionally to play with his balls, sparsely
covered in pubic hair.

   "Can you see my cunt?  Can you see mommy's leaky pussy, darling?  Let me
help you." Keeping one foot in her son's mouth, and the other playing with
his dick, Lucia hiked her little beige skirt up above her thighs.  Staring
down the length of her long, golden leg, he could see the little cleft
between her thighs, completely hairless, quietly weeping a clear fluid.

   "Do you want it, baby?  Do you want to feel mommy's tight cunt wrapped
around your cock?  Do you want mommy to make you feel like this every day?
Using her new body to make you feel...

   "...horny..."

   "...helpless..."

   "...seduced..."

   "...unable to resist your mommy.  Do you want that, honey?  To feel like
this for the rest of your life?" The cum in his balls were boiling, as his
mother picked up the pace.  Her words were only a faint buzz in his ears,
but he knew that he had to have this, had to feel like this every day,
waking up to it in the morning, and sleeping with it at night.  It felt
sooo good to just surrender to his mom's sexual predations.

   "Yesssss..." he hissed.

   "Good.  You can have it, baby.  All we needed was your consent.  We'll
be so happy together, darling, you and me forever, fucking, sucking,
drinking your cum...  now, all you have to do to seal the deal is just
squirt your jizz for mommy, baby.  Cum all over me like you know you want
to...  paint my skin with your sweet cream...  just imagine how good it'll
feel, to ram your cock into my tight little hole...  to fuck your mommy, to
cum in all the holes you can fill...  Cum for me, baby.  Cum for mommy. 
Cum for Mommy.  CUM for MOMMY!!"

   He screamed as rope after rope of semen came spurting out of his jumping
balls.

   All across town, every boy who had been in Ms.  Strauss' Fourth Period
English class that afternoon collapsed at the same time, his personal
apparition having vanished, his cum staining the fabric of his navy blue
St. Chrysosome trousers.

   Soon, they would awake, knowing only that they'd messed their trousers,
and never suspecting the surprise that would await them in the morning...

   Chapter 4

   Sometime late that afternoon, Jay poked his head in the front door of
the house.  His heart pounded with trepidation.  And not a little arousal.
This afternoon's...  hallucination or whatever had been the most
terrifyingly erotic thing he'd ever seen, and while it had made him so
horny he'd had to go beat off in the boy's room before leaving school, he
had no intention of repeating the experience.

   Not that he thought he'd be able to stop it if it happened again; this
afternoon had been accompanied by the most overwhelming sense of
helplessness he'd ever had.  It was as if his mom had somehow trapped him,
had seduced his senses, transfixing him with her erotic aura.  And it felt
good.  That was the dangerous thing.  It had felt so good, he could have
stayed there forever, watching his mom play with the semen that coated her
skin, slurping it off her fingers, spreading it over her jiggling
breast-meat until they dripped with goo, sucking it out of his cock...

   Fuck.  "Gotta watch that." He said to himself.  Jay wasn't sure what was
going on, but his mom was at the centre of it, and he was pretty sure the
best way to do that was to avoid his mom altogether, regardless of how good
she might look with that skirt hiked over her ass, legs spread wide,
inviting him to...

   Fuck.

   The atmosphere in the house was heavy with the aroma of dinner.  Which
meant that someone was home.  Maybe if he could sneak upstairs...

   "Close the door, sweetie.  We're not inviting the whole neighbourhood to
supper." Kerri's voice rang out from the kitchen.

   Fuck.

   "What's for dinner?" He called out, trying to sound normal.

   "It's a surprise," came the reply.  "But I'm sure you'll like it."

   I've had all the surprises I can take for one day, he thought.

   "So," she said, walking into the living room.  She'd changed into a
light, peachy, wraparound sundress that was, in itself, fairly innocuous,
but did little to conceal the weighty, shifting mass of her new tits, and
the ruffled hem swirled about her knees in the most inviting way.  For some
reason Jay didn't fathom, after kicking off her work heels, his mom had
slipped into an even taller pair of black sandals.

   "So?" He repeated suspiciously, dropping his bag.

   "So how was school?" She took Jay by the elbow and steered him towards
the easy chair in the corner of the room.

   He sat down, and his mom perched on the arm of the chair.  "Fine, I
guess." He was acutely aware of the exposed flesh of her thighs that
appeared as she sat.  "Um, I'm just going to wait in my room until din-"

   "Hang on," Kerri said, pushing him back down easily.  "I need your
opinion on something."

   "What?"

   "Don't worry, it's nothing awful.  Just close your eyes, and sit there."

   Reluctantly, Jay obeyed.  Just as well to go with the flow.  He felt his
mom jump from the chair, and was actually a little relieved that he hadn't
had to watch her skirt flare up, offering tantalizing glimpses of her
panties, her thighs, her ass.  Mostly relieved, anyway.

   Her heels clacked against the hardwood as she took a couple of steps
away, and then, moments later, there was a quiet 'flumpf.'

   Trembling with fear?  Anticipation?  Arousal?  Jay waited, very much
aware of what that sound probably meant.

   "Okay, open your eyes."

   The bikini she was wearing was not obscene, but left little enough to
the imagination.  Her perky D-cups were pushed up and out by a pair of
black latex triangles, cut low so as to display a maximum of lightly-tanned
breast flesh without actually letting her nipples out to play.  Her fat
tits spilt over the edge over so slightly, and Jay was reasonably sure they
would come pouring out at the least provocation.  The tiny bikini bottom
dipped so low on her hips that there was more than a hand's breadth between
her navel and the top of the shimmering black latex.  Kerri was standing
with her legs slightly apart, just enough for Jay to see how the skin-tight
material cupped and split - the fleshy lips of her cunt.

   "Ta-da!  What do you think?" She asked, putting her hands on her hips;
her tits jiggled ever so slightly at the movement.

   "It's, ah, nice?" He replied, searching for a word that wasn't "hot."

   "Just 'nice'?" She arched her eyebrow knowingly.  "Hang on.  You haven't
seen the best part, yet." When she turned around, Jay almost lost his load
right there and then.  Not only were her perfect curves molded perfectly by
the second-skin latex, but they only _just_ covered her bare assets,
rubbing eagerly against each other as she moved.  Across the top, the words
"Devil Woman" were stenciled in red script, arching over the smooth surface
of her ass cheeks.  Jay was so cock-shocked that he almost didn't notice
the tattoo that began at his mother's tailbone, and dipped into parts
unknown beneath the bikini.

   "Well?" She asked archly, slowly turning back around.  "Still think it's
just 'nice?'"

   "What?" He tore his eyes from her tits.  "Nonono.  They're great,
mom...fantastic...  perfect..." He was so distracted by all the flesh on
display before him that he didn't even catch his own Freudian slip.

   "Good.  I'm so glad you like it...though, you don't think it's too
small, do you?" Her hands slowly made their way up her torso to cup her
breasts.  "I mean, it doesn't show off too much, does it?  Should I get a
cover-up?"

   "No!" The vehemence of his reply surprised even Jay.  "I mean, no. 
You're fine...  the way you are."

   "Really?  You don't think all the men on the beach will be trying to get
a look at my big, beautiful, tits, do you?  Trying to see if they'll catch
a glimpse of even just a nipple, wondering what colour they are?"

   "Er, well, ah," Jay didn't know how to answer that.

   "What about the boys, then?" She scraped her fingernails down her
abdomen, to her slick, black pussy.  "Do you think all the little boys will
be staring?  Unable to take their eyes from me?  Unable to resist the
stirring in their sweet little boy cocks?"

   "I-I-I-" he stammered, unable to think of a coherent answer, his brain
filling with images of his mother, walking along a row of young cocks,
inspecting each in turn, some with her hands, some with her mouth, some
with...

   "How about you, sweetie?" His mom turned around, and bent over at the
waist, running her hand down an outstretched leg as she did.  "Do _you_
like seeing mommy in her new bikini?  In her new body?  Doesn't it just
make you want to take your cock out and beat it raw?"

   "No," he struggled to get the word out, but there it was.  He couldn't
want that, to beat his meat to his mom, to spray her with his jizz, to
reach out and touch...  and yet, there was his hand, wriggling inside his
pants, taking hold of his teenage fuckstick, harder and hotter than it had
ever been before.

   "No?" She grinned.  "You think you can resist?  You think you can help
staring at mommy...thinking about me...about my succulent ass...about my
ripe, juicy pussy?  You think you can resist my cunt when it calls, boy?"

   "Please, Jay...my boy...my son..." a softer voice, this one like silk,
dripping with need, sounded inside his head.  "Come to me, Jay...come to
mommy's cunt...  come back to where you belong...I'm sooooo wet for you,
little boy...can't you see me, leaking my sweet, sweet juice down your
mommy's thigh?  Can't you imagine lapping it all up, tasting her sweet
flesh all the way up until you reach the fountain at the top?  You know you
can't help yourself, Jay...just give in...  mommy's cunny needs you...come
to me...come..."

   Suddenly, he found himself kneeling on the floor, then crawling towards
Kerri, his eyes locked on the streaming fluid that was puddling between her
toes.

   "That's right, my son...  give in...lap up all my cream, clean mommy's
foot with your tongue...it makes me soooo much wetter for you...mmmmmm,
your tongue is slithering all over her foot, sucking up all the pussy juice
it can find, it's making me quiver, boy...oh, fuck...I'm gushing...that's
right, now lick it off her leg, catch all that I'm giving you, son...I
taste soooo sweet, don't I?  Yessssss...up her thigh, quick!  Now, look at
me...she's spreading me wiiiiide with her fingers, look into the pink flesh
of your mommy's cunt, at my juicy little clit, at mommy's pulsating little
cunt hole...you can't resist, my boy...taste me...lick me...fall into your
mommy's silken trap of seduction...YESSS!  Jam that tongue deep inside me!
Suck it all down!  Drive it in as far as you can...wiggle it...just-just
like that, YES!  Oh, fuck, Jay...can't you feel it?  This is sooo wrong,
your face buried in your mother's hot, wet, pussy, but you can't resist,
can you?  Oh, fuck, yes!  You could just stay here forever, couldn't you,
bathing in your mommy's juices?  Oh FUCK!  You're making mommy cum,
Jay...make mommy cum!  Make me Cum!  CUM!  CUMMMMMMMMMMMMMMM!!!" Somewhere
deep inside of him, Jay felt deep, everlasting shame for what he was doing,
even as he greedily drank whatever his mother fed him; it was wrong, he
knew it, but there was no denying the siren song of her body...

   Kerri's body sang with energy as she came, jamming her son's face as
deeply into her cunt as it would go.  She had felt the sweet erotic energy
of her class flow into her this afternoon, and she was almost ready...just
this one more, and it would be time.

   "Now, my son," she pronounced, taking his face away from her
still-spasming cunt.  "Stand up and give mommy what she needs...hot COCK!"

   Jay eagerly scrambled out from underneath her, and, pulling his pants
down to his knees, took his iron-hard dick, and aimed it, as best he could,
at her weeping gash, ready to return to the womb that bore him, one
seething with sin and debauchery, but he didn't care any more - he had to
be inside her, NOW.

   His cock slipped easily into her gaping, sloshy cunt, but it quickly
clamped down on his meat.  Instinctively, he took hold of her hips, and
started pistoning his dick into her as fast as he could.

   "Oh, FUCK!!  Pound mommy's pussy, baby!  Ram it deep!  You know you want
it!  You know you need mommy's cunt...do you want this forever?" Her
asscheeks rippled underneath the force of his thrusts.  "Do you want to
fuck mommy in her new body forever?  To feel like this for the rest of your
days?" Her cunt squeezed his dick like a hand, muscles rippling along the
length.

   "Yes, mommy!  I want this!  I need this!" Jay punctuated each statement
with another thrust, each harder than the last.

   "Then all you have to do, my sweet baby, my sweet, innocent child, is
spill your seed into mommy's pussy!  Squirt your jizz into my pussy,
son...fill me up with your cum...  put so much son-semen in me that I can
_taste_ it!  Cum for me!  Cum for you mother!  Cum!  CUM!  CUMMMMM!!!" That
tipped Jay over the edge, and with a loud yell that shook the house, pumped
rope after rope of hot creamy jizz into his mother's cunt.

   Kerri shook with the magical vibrations running through her body as she
felt her son's innocence pass into her cunt; something dark had been
growing in her cunt all day long, feeding on the sexual energies of the
innocent lads in her class, as well as Jay, and it felt like it was about
to...

   BURST!!!

   Even as Jay was squirting the last of his load into mommy's cunt, he
felt something inside suck him back in; Kerri's body bucked wildly and she
shrieked with pleasure.  Hot, red light burst from her opened lips, and she
could feel something shifting within her self, eating away at the last of
her soul, assimilating her entirely.

   Jaw was being sucked back to hardness when the tail tattoo on his
mother's back suddenly bulged, and then erupted into a four-foot long black
tail.  It whipped around his body, snaking between his legs, wrapping
itself around his balls to massage them gently.  Enormous black wings
sprang from her shoulderblades, a twenty-foot wingspan if it was an inch.
Any final imperfections in her skin vanished as her legs lengthened; Jay's
cock, firmly embedded in the pussy that was now so skillfully fellating
him, was carried up those extra six inches as he rose in the air, suspended
by his sex-tackle.  Her sandals were crushed by her growing feet, when a
spine burst forth from her heel, giving her a permanent seven-inch lift.

   "You're mine, now, 'my son,'" she mocked, her face the picture of
inhuman beauty, long curling horns growing among the fiery red locks.  The
succubus grinned ferally.  She would feed from this mortal for the rest of
his life, now, taking the energy she needed to follow the astral seeds she
had planted into each boy in her class, so she could enter the dreams of
_their_ mothers...

   Underton was about to become one motherfucker of a town!

   The End (For now.)

   This story owes its existence to two sources: First, bt127, whose story
on Lit, "Dawn of the Succubi" provided much of the inspiration for this
tale.  Secondly, to another anonymous individual, a longtime fan whose
fantasies have fuelled almost all of my fiction, and to whom this chapter
in particular is dedicated.

   As ususal, all comments can be directed to: jvalet45@netscape.net