MY MOM IS CURIOUS

Part 3

Warning: This is just a story. Please do not try this at home.

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Majorie Visits

Around 5 o'clock my mom got home and she had her best friend Marjorie with her. My mom was in her late 20s, but Marjorie was in her early 20s. She was very petite with long blonde hair, big boobs, and a very cute face.

My mom said �Sorry, Baby, I know I promised that we'd watch that movie again together tonight, but I have a deadline at work.� I will be gone pretty late, so Marjorie is going to stay with you. Is that okay?"

I wanted to protest that we had things to do and that movie to watch, but instead I just smiled at her shakily and said, "It�s okay, Mommy."

Smiling she hugged me and said, �You will have fun with Marjorie, she's pretty cool.�

I nodded and followed her to her room as she started to get her stuff ready. Marjorie went and sat in the living room and started watching TV while I watched my mom strip off all of her clothes and walk around her bedroom getting things together, completely naked.

Seeing my glum expression she smiled at me and said, �Maybe we can watch the movie again tomorrow night?"

I perked up at that and said, "I'd like that, Mommy."

I saw her nipples were hard and when she noticed me checking her out she got a mischievous look in her eyes.� �I've got a little surprise for you, Baby.� Stand up on this chair.�

I stood up on the chair and saw her peek down the hall, then she smiled as she came over. She said, "Okay, Baby, close your eyes for Mommy." I did and she said, "Okay now, no peeking.�

I nodded my head, uncertain about what she was doing.

I felt her lift up my shirt and softly kiss my tummy all over, causing me to shiver in delight.� Immediately my penis got hard. After about a minute she began to kiss along my waistline, and I gasped when I felt her tongue lightly lick up my tummy, across my navel and along my ribs.

Her fingers began to unbutton my pants and to my surprise she pulled them and my boxers down to my ankles. My hard penis sprang out and she hummed in pleasure. I felt her hands begin to touch me up and down my thighs like she was trying to memorize the shape of them by touch.

I gasped when I felt her lips gently kiss me above my knee and begin to kiss up my thigh as her hands slid up the back of my legs to my bottom where she began to softly caress and squeeze me. When her mouth got to my groin she softly licked and kissed all round my penis, teasing little gasps out of me.

After what seemed like forever, I felt her mouth slide over me. I cried out in pleasure as she took all of me into her mouth and ran her tongue up and down my shaft. As she began to slide her mouth up and down my throbbing penis, I couldn�t stop trembling and felt myself beginning to quickly build up to an orgasm.�

I put my hands in the back of her head. She hummed in pleasure as I took over the rhythm and began to move my hips in time with her. When I had the motion down she held her head still and let me thrust my penis in and out of her mouth.

It didn't take me very long at all before I began to shudder all over and my penis started throbbing as that wonderful feeling enveloped my whole body. She pulled my bottom to her and slid her mouth to the base of my shaft. I felt her hum in pleasure as I began to cum in her mouth and she sucked non-stop as she milked every last drop out of me.

When I began to come down from my orgasm, I heard Marjorie moving around just outside of Mom's bedroom and wondered why Mom hadn't just shut the door. I wasn't sure if Marjorie had looked in or not and I was scared that she was going to tell somebody.

"Mommy," I whispered, "I think Marjorie's just outside your door."�

She nodded her head, but didn't stop.� My penis was completely soft, but she kept on sucking on me. I peeked and watched her as her mouth slid up and down me, and then caught movement out of the corner of my eye. I quickly looked up, but didn't see anyone. I was pretty sure though that Marjorie had peeked in.

Within about a minute or so I began to get hard again. My mom hummed loudly in approval and slowed down, taking longer strokes, moving up to the tip where she would probe my hole with her tongue, then she would slide all the way down to the base. Then I felt her mouth open up and felt her suck my testicles into her mouth also.

I groaned in pleasure and felt that great tingling all over again and knew I was getting close. Then I couldn't help myself, I gasped loudly and felt my penis begin to throb in my mom's mouth. She slid her mouth down and wrapped it around my shaft and sucked hard as she worked her tongue along my length.

I saw Marjorie peek in at us, but there was no way I could stop coming. She watched intently as my mom made little sounds of pleasure as she had me completely in her mouth. As I started to regain control I saw Marjorie quietly slip away.

When I was finally soft, my mom slowed down and gently removed her mouth from me.

She looked up and asked musingly, "Did you like that?�� I smiled blissfully and nodded.� In mock serious she added, �You weren't supposed to peek!"

I got a sheepish look on my face, but she chuckled and while still making eye contact, licked a drop of cum off of the tip and kissed me softly once on the head before getting up.

I said to her, "Marjorie saw us, Mommy."

She smiled and said, �It�s okay baby, she would never tell on us."

I wasn't so sure, but had to trust my mom. She pulled up my pants, and I sat down before my legs collapsed out from underneath me.

She pulled on a pair of panties and I saw a wet spot on the crotch immediately begin to spread until they were completely wet underneath. I saw her look down and smile softly and then she chuckled as she ran her finger up the wet spot. I saw her look at her glistening fingers and then slide them into her mouth and suck them clean. She murmured, "Mmmmm!" and then went back to getting dressed. When she finished, she came over to give me a hug and kiss before she had to leave.

The strong scent of her sexual arousal filled my nostrils as she softly caressed my cheek.� Taking her fingers, I gently kissed them; I couldn't stop from licking them. They had a slight musky taste to them that I immediately liked.

"Mmmmm, I like that, baby," she purred. I licked and sucked on them for another minute before she sighed and said she had to go.

Out in the living room she and Marjorie talked quietly for several minutes, then she had to leave.� Mom smiled sweetly at me as she closed the door behind her.

As we stood there for a moment in silence, I felt kind of nervous and embarrassed, but Marjorie just smiled, her eyes bright with her suppressed laughter and asked, "Are you hungry?�� I nodded my head vigorously.� Her white teeth flashed at me in a smile and she set about to prepare us something for dinner.�

We ate in silence, and I kept blushing every time our eyes would meet. We watched a movie together and I kept sneaking peeks of her boobs. When the movie was over I went and played video games in my room for a little while.�

Around eight she came in and told me, "Your mom said for you to take a bath and I am supposed to make sure you do." That was weird; I�d never had a problem taking a bath before...

I went in and ran the water, and I had no sooner stripped off my clothes and stepped into the tub than Marjorie came in.� Embarrassed I spluttered, "I'm naked!"

� Bemused she replied, �Mark, I've already seen you naked.���

I blushed furiously as I realized what she was talking about and then she came over and sat down right next to me. I tried to cover myself up and succeeded for a few minutes, but as she talked to me and told me jokes my hands kept drifting away. Besides, I kind of liked having her check me out.

So after a while of her seeing me naked, I finally gave up and just relaxed around her. I was laying on my stomach in the water playing, when I felt her pinch my bottom. I spun over quickly and looked up at her in surprise.

��You have a very cute bottom," she remarked with a playful grin.

I blushed furiously again and rolled back onto my stomach and waited for her to pinch my bottom again. When she still hadn't pinched me for a minute or so, I lifted it up a little higher out of the water.� With a chuckle, she gently pinched me again. Then after about another minute, I felt another pinch, but she didn't take her hand away as quickly.

She did it a couple more times, moving around my buttocks and when I didn't react she pinched a little lower between my legs. I spread my knees apart to give her better access and I heard her chuckle again.

I stayed in the bath until well after the water grew cold, just enjoying it when she was pinching my bottom. I kept hoping she would do more, but she didn't.

She finally said, "Okay, sweet cheeks, time to get out of the tub."

I sighed dramatically and stood up. I saw her eyes go immediately to my erect penis.� She didn't say anything, but just waited with a towel until I stepped out of the tub.

She knelt down front of me and I saw her keep checking me out.� Her face was flushed and she eventually said softly, �Okay, Handsome, arms up.�

I lifted up my arms, and was kind of surprised when she began to dry me off. She took her time drying each of my arms while spending quite a bit of time staring at my penis which was still pointing straight at her.

She dried my upper torso off pretty quickly, but took a long time on my legs. As she leaned over to dry them, she had her face very close to my penis. She stared at it the whole time while I was hoping that she would accidentally brush against me, but she didn't.

She finally said, �Okay, Handsome, turn around for me."

I turned around and felt her begin to dry my back off. I was waiting for her to dry my bottom, but she didn't, instead she dried my legs off again. I could feel her breath against my bottom as she dried me off, so I pushed it back until it brushed her cheek.

"If you do that again, you're going to get bit!" she teasingly threatened. I giggled and pushed it back against her again. She chuckled and said, �I�m not kidding.�

Impishly I laughed, pushing my butt back against her, then squealed in surprise when she really bit me.

"Told you so!� she chuckled.

I said, �You won't do it again."

"Oh yeah, try me, buster."

I couldn't stop giggling as I slowly pushed my bottom back towards her. She bit me again and laughed when I squealed in delight.

We did it several more times before she said, �Okay, you better go get your pajamas on."� I kept trying to get her to bite me some more, but she just squeezed my bottom and chuckled �Pajamas, sweet cheeks!"

I sighed and began to walk towards my room. When I got to the bathroom door I wiggled my bare butt at her. I looked back and saw that her cheeks were red and her nipples were clearly outlined against her shirt. She was staring at my bottom, and as I turned around I saw her checking out my hard penis again.

She finally raised her eyes to my face and ordered, �Pajamas, scamp!"

I giggled and ran to my room. I heard her lilting laugher, as I just stood naked in my room, listening as she drained the tub and straightened up the bathroom. I was still standing there naked when she walked in a couple minutes later.

She put her hands on her hips and said in mock exasperation, �You�re still naked!�

I turned and wiggled my butt at her.

��If I have to," she said, "I'll dress you myself."

I couldn't stop giggling as I taunted, "Nuh-uh!"

"Yes!" she replied.

I jumped on my bed and laid on my stomach and giggled at her some more.

She chuckled and said, "Okay, I warned you!�

She walked over to my dresser and picked out some clothes as I continue to giggle, then she came over to my bed and sat down next to me. She pinched my bottom and I jumped.

She said, "Rollover, sweet cheeks.�� I giggled and shook my head no, so she pinched me a couple more times, but I still wouldn't roll over.� "Okay, keep this up I'm going to bite that cute little butt some more.�

I giggled at her treat saying, "No, you're not!"

I squealed when I felt her teeth sink in.� Laughing she said, "Told you!� Are you going to roll over now?�

I wasn't about to give up on this game and in near hysterics I kept giggling and shaking my head so she bit me again. She did this several more times, then she began to tickle me all over. I flopped around as she made me start laughing uncontrollably. I rolled over to fend her off, and soon we were both laughing nonstop as she continued to tickle me all over.

She accidentally tickled me several times on my groin as I rolled around, and I noticed that her eyes were looking at my penis most of the time. By the time we finally stopped, we were both breathless from laughing and a little sweaty.

She fanned her face and was breathing hard and said, �Now I need a bath!"

I said impishly �I�ll help you!"

She blushed brightly and got a faraway look in her eyes and said, "Scamp!'

She unbuttoned the top three buttons of her shirt, exposing her bra and I found that I could see the top of her breasts through the lacy black material. She saw me staring and said, �Sorry, sweet cheeks, I'll button it up in just a minute, I just need to cool down."

I said quickly, "It's okay.�

I felt my penis get hard again, it having gone soft as we played. Self-consciously I covered it up with my hands, but not before she noticed it. She began tickling my knees and my feet and before long I forgot about covering up as I rolled around laughing.

Her hands all over me, she really liked tickling me along my inner thighs and lower abdomen. I liked that a lot too!

We took another break after a couple minutes, and she unbuttoned her shirt all the way down and flapped the ends of it to cool herself off. I was mesmerized as I kept catching glimpses of her whole bra. I could tell that it was completely lace and could see the blush of her aureole and nipples through it.

She saw me get hard again, and when I covered up, she said �Okay, if you're covering up I guess I should too.�

With that she began to button the bottom buttons of her shirt. I quickly took my hands off my hard-on and she smiled and unbuttoned her shirt again.

She fanned herself for another 30 seconds or so, then she asked, �Are you ready for bed yet?�

I shook my head relying, �No, tickle me!"

She chuckled and began tickling me again. She didn't tickle me quite as hard this time. I still laughed a lot, but it wasn't uncontrollable like before. I kept looking as her shirt would open up, giving me a good view when her bra would open up a little bit, allowing me to see her breasts.

Her hand would tickle softly across my abdomen, and every so often would brush my penis. She didn't seem to notice, but I was anticipating the next time when she would touch it. She saw me staring at her chest, and I saw her look down at it several times to see how much I could see.

The next time we took a break, I was still aroused and as she fanned herself with her shirttails she smiled softly as she let her eyes roam over my body. After a couple minutes she stated �Boy, it is sure hot! Would you mind if I took my shirt off so it doesn't get all sweaty? I'll put it right back on again when we are done."

I said quickly, "I wouldn't mind!"

"Are you sure?" I nodded my head rapidly and she said "Okay, if it bothers you I'll put it back on.� Alright, sweet cheeks?"

I nodded my head with a huge grin and watched as she slid her shirt off of her shoulders and laid it next to the bed. She sighed in relief and smiled at the look on my face.

"Is this okay?" I couldn't take my eyes off of her chest and just nodded. She fanned herself with her hand for another minute, before arching her back in a nice long stretch.

My penis jumped as I stared at her nipples straining against the material and I saw her eyes light up when my penis got rock hard.

Softly she chuckled, �I think you like boobies."� I blushed and smiled shyly. She whispered conspiratorially, �That�s okay, I really like penises.�

Brazenly I asked, "Do you like mine?"

She looked at my penis all over, taking her time, putting her face very close as she checked me out. She finally looked up at me and said, "Yep, you have a very nice penis."

We both giggled and then she began tickling me again. Her hands were once gain all over me.� She brushed my penis several times and once it even felt like her hand wrapped around it.

We took another break, and she lifted the bottom of her bra away from her chest a little bit to get air. It wasn't enough for me see under, but I was sure trying. She saw me trying to peek and smiled then reached back and unhooked it.

With her bra hanging loose, Marjoie sighed in relief and said, �Ahh, much better."� She saw that my eyes were wide and added, �Don�t worry, I'm just getting some air, not taking it off.�

I tried to splutter a response that I didn't mind, but couldn't get the words out clearly.� Lunging at me she began to tickle me again. Even as i squirmed around I couldn't tear my eyes off of her chest as her bra slowly worked its way off of her breasts. I stopped from gasping when her left breast came out.

She saw my face and looked down and said, "Oops, sorry about that, sweet cheeks," and then fixed it.

I whined a little in protest, but she didn't seem to notice. As she began to tickle me again, her breast came out again.

She sighed dramatically and said, "Stupid bra, maybe we should just stop playing for now, what you think?"

I protested that it was okay, I didn't mind.

"Are you sure?"

I nodded my head in response.

She said, �If it bothers you, let me know and we can stop so you can go to bed."

I said excitedly, "Okay!"

She smiled mischievously as she began to tickle me again and before long both of her large breasts were exposed and I feasted my eyes on them. Her nipples were both rock hard and stuck out further than my mom's.

She began tickling me along my inner thighs, and I felt her hands trail across my testicles. �Sorry about that, sweet cheeks," she rather lamely apologized.� I didn't respond, I just kept checking out her wonderful chest as her bra had slid off her shoulders and wrapped around her hands., Tossing it to the side, she continued her tickle game.�� She wasn't tickling me very hard anymore though, she was almost caressing me. I noticed that her hands spent more and more time around my groin.

'Accidentally', she brushed my penis, over and over. Then I felt her hand wrapped around my hard on and slide from the base of it to the tip.

"I'm sorry, I shouldn't have done that," she quickly apologized

��It�s okay," I quickly responded.

Then it happened again, then again. After the fifth or sixth time, she quit apologizing. Her hand then slid to the tip and then back to the base. She said "Oops!" And went back to tickling me, but a few seconds later she did it again.

I had been in heaven for quite some time now, but this was even better! She began to leave one hand at my groin as the other one softly tickled my side, chest, neck, and cheeks. I felt her hand encircle my penis and then felt her thumb softly stroke back and forth across my glans for about thirty seconds before letting me go and resumed tickling me with both hands.

The next time her hand wrapped around me she very slowly began to jack me off. She acted like she didn't notice what she was doing as she kept tickling me with her other hand.

It seemed that she could tell that I was getting close to coming, and stopped stroking me until I had calmed down. She did it to me several more times and then she abruptly stopped and sat up. I whined in protest and trembled from head to toe as looked at her, but she just smiled and fanned herself off.

�Sorry, it's just so hot in here!"

She unbuttoned her pants and sighed in relief.

She saw me staring at her unbuttoned pants and asked �Is this okay?"

I nodded my head quickly.

She smiled at me and said, "Thanks, sweet cheeks.�

After about 30 seconds she unzipped the zipper also and sighed a huge sigh of relief.� �Oh, that is much, much better!" she declared.

I could see she was wearing a very lacey pair of black panties that looked like her bra. She saw the look on my face and said coyly,� �Do you like my panties?"

I nodded my head without taking my eyes off of them.

She began to tickle me again, and when she wrapped her hand around me she huskily said, "My, my, I can see that you really like panties!"

My pre-cum was now leaking onto her hand.� Biting her lower lip, she gently squeezed me as she stroked me a couple times, causing more to come out until her hand was soaked.

I turned beet-red and said, "Sorry, Marjorie!"

She smiled softly and whispered, �I�m glad you like them," as her hand slid smoothly up and down my slick shaft.� I begin to tremble as I got close to coming, then she stopped and took her hand off of me.� As my body hovered at the edge of orgasm, I saw her bring her hand up to her mouth and lick it clean.

Then her eyes got big as if she realized what she had just done and she said quickly, "Oh, my goodness! I can't believe I just did that! Sorry, Mark, I, I didn't mean to."

I said shakily "It's okay, Marjorie, I didn't mind. Really."

She smiled mischievously and asked, "You're sure?"

I nodded and she smiled in relief. She attacked me with both hands again causing me to squeal in laughter. We were both breathless and flushed by the time she slowed down.

When she finally stopped, we sat there panting and smiling as we slowly regained our breath. She laid back on my bed and I watched her lift her hips in the air and begin to push her pants off of them. I saw her bottom appear and the thin strip of material was barely visible along the crack of her butt.

She pushed them up to her knees and as she did I could just make out the shape of her vagina as it pressed against the solid black material. I could see that her panties were soaking wet and I caught the hint of perfume as she sat back upright and pushed her pants down her legs before kicking them off.

"Ahh, that feels so much better! You don't mind, do you?� It's so hot in here."

I shook my head rapidly and stammered in a squeaky voice, "No, Marjorie, I don't mind at all!"

She said, "You won't tell on me?" Once again I shook my head no. She smiled brightly and said, "Thank you, sweet cheeks."

I smiled shyly in return and went back to checking out her panties. The top of them were lacey and see through. I could see her skin was smooth and I noticed that I couldn't see any hair, but couldn't see too far down as it turned into a solid black material.

She chuckled softly and then stood up and turned in a slow circle. "Do you like my panties?"

I didn't answer her as I watched her very cute butt slowly appear. What material there was went down between her cheeks all the way from the top to the bottom. As she finished her circuit I found myself looking at the upper half of her exposed vagina. From what I could see she didn't have any hair covering her and I found that I liked it that way much better. My penis was throbbing in approval.

She chuckled and said, "I take that as a yes."

Blushing, I ducked my head shyly.

She sat down next to me and checked out my throbbing penis. "Oh my, are you okay?" she asked.

She reached out and gently wrapped her hand around me and I watched as her thumb began to gently stroke my glans. It didn't take very long before I couldn't hold out any longer and I began to shudder all over. I arched my back as I felt my testicles tighten up.

She squeezed me tightly and I gasped as I felt that wonderful sensation catch me up. She rapidly stroked up and down as I began to orgasm and I watched my cum splash across her hand and my groin.� She continued to stroke me until I was finished, then she smiled and said "Oh, I definitely think you like my panties!"

I didn't say anything, I couldn't, I just contentedly smiled as I slowly began to calm down. I saw that her upper body was all flushed and her eyes seemed to smolder as she wiped the come off of my groin with her already gooey fingers.

She said, "Would you mind if I changed into my pajamas?"

I smiled shyly and shook my head, and she smiled and leaned down and softly kissed my tummy. I gasped as I felt her boob gently rub my sensitive pecker head.

As she sat up she saw the look on my face and smiled mischievously and asked, �Did you like that?"

I smiled and nodded my head. I could see my cum smeared across her erect nipple. She saw me looking and glanced down. Then she looked at me with a smile and said "Mmm, I should probably get cleaned up first."

I blushed again and she chuckled and declared, "You are so cute! Well, if you stay right there and don't move, maybe I'll tickle you some more when I get back."� I smiled ear to ear and nodded my head as she stood up.

She brought her hand up and licked my cum off of it as I watched in surprise.� When she saw the look on my face she blushed and said, �I can't believe I just did that!" With that she smiled and looked down at my softening penis and asked, "You won't tell on me will you?"

I said quickly with a smile, "No way!"

She grinned and giggled, "Well then, I am going to go change."

As Marjorie sauntered slowly out of the room, I stared at her gorgeous flexing butt. Absentmindedly I noted that I had another boner.

THE END - Part 3