Note: This story was dynamically reformatted for online reading convenience.
 
 Title: My Best Friend's Mom Ch.  01


Summary: What happens when your best friends mom sees you naked.


Keywords: mature,fic



   Jason, who we all called Jase for short, had been my best friend for as
long as I could remember.  We hung out together, had classes in grade
school and high school together and now, as freshmen in college, went to
the same university in our home town.  Jase was so much more than a friend,
he was practically a brother.  Even his mother considered me like a second
son.  When my own parents moved farther from town, in order to still be
able to stay in the same high school I lived with Jase's family for my
senior year.

   It wasn't like I was much of an imposition.  I helped with what chores
and such I could.  I never fought with Aimee, Jase's older sister.  Money
wasn't an issue for them, so I wasn't a burden in that way either.  Yeah, I
would have to say I considered them as much family as my birth family.  Now
as a freshman I had that same room back again that I spend so much of my
senior year living in, the basement guest room next to the gym.

   Yeah, I did say gym.  Workout room didn't even begin to cover it.  They
had weight machines, stationary bikes, ellipticals, a tread mill, and the
latest addition, a small sauna booth.  They even had a tanning bed and
Mister K had installed a free standing shower stall in one corner so that
if we were really sweaty and stinky we didn't even have to go upstairs to
shower.  Just pull the curtain closed around it and clean up right there,
which is something I did frequently.  It was very convenient since the
downstairs bathroom, where my room was, was only a sink and toilet.

   Jase had taken off to go to class and then to work, but I had the rest
of the day off.  My usual afternoon included at least an hour of working
out in the gym to prevent putting on the freshman twenty.  Since I had
played football and track in high school I was used to eating a pretty high
calorie diet.  Now that I wasn't playing sports, the last thing I needed to
do was let all that muscle turn to flab.  I was nearing the end of my
workout and decided to let my muscles loosen up in that nice new sauna.

   I grabbed a towel stripped off my workout clothes, not even bothering to
close the curtain around the shower since I was alone in the house, and
wrapped the towel around my waist before stepping into the little wooden
cubicle.

   It was a small sauna, really only meant for two people, but if you
wanted to squeeze you could sit two on each of the benches that faced each
other, but the leg room would be a bit uncomfortable.  I turned the heat up
and settled sideways on one bench, leaning against the back wall and
putting my feet up on the front wall near the door.

   I kind of lost track of time, just letting the heat soak into me,
beginning to think about how good a cool shower would feel in a few more
minutes when I was startled by the sauna door opening.

   "Oh Scottie!  I didn't realize you were here!" Misses K said as she
stopped half in and half out of the little booth, a big fuzzy towel wrapped
around her body as she stood staring at me.

   "Oh!  Sorry!  I can get out!" I responded back quickly, pulling my feet
down from the wall and swiveling around the right way on the seat.

   "Oh, you don't have to go.  I just wasn't expecting anyone to be here."
She said with what I would almost classify as a giggle.  She stepped the
rest of the way into the booth and closed the door behind her, settling
down on the bench across from me.  Misses K had always been a pretty good
looking woman, a fact that I really noticed a lot more as I got into my
late teens.  She kept her slim figure, slim that is except for her rather
large chest, slim by working out for at least half an hour a day, sometimes
more.  It wasn't unusual for me to be heading to bed with her still in the
gym wearing some tight fitting spandex outfit, pounding miles on the
treadmill or the bike.  I was embarrassed to admit that on more than one
occasion the final images of her working out fed into my late night
fantasies or dreams.

   "I really should go anyway." I said as I stared at her wondering if she
really was naked under the towel.  I'd seen her in swim suits and spandex,
but had never been so close to her this close to being naked, and my body
was suddenly reminding me just exactly where a twenty year old's brain
goes.

   "Oh I won't hear of it.  You just sit there and relax." She said,
swiveling around on her own bench seat and putting her knees up and her
feet on the bench with her toes practically touching the back wall.  The
towel, only having come down to her mid-thigh when she stepped in, pulled a
lot shorter now.  I tried not to stare as my mind screamed at me, a portion
of her bare butt now exposed against the wooden bench.  "Go ahead, get
comfortable again." She coaxed, leaning her head back against the front
wall and closing her eyes.

   "You know, if you don't sit back and relax I'm going to have to force
you to." Misses K said.

   "Yes ma'am." I answered, slowly swiveling back around the way I was
before, lifting my feet up and putting them on the wooden bench, my back
leaning against the back wall.

   Now I wouldn't be a twenty year old if my mind didn't make me aware of
every possible opportunity of naked woman.  I just wasn't expecting it to
draw that attention toward Misses K.  I mean she was kind of like a mom to
me.  But from this angle the towel couldn't possibly be covering the space
between her legs, and if she was naked...well that meant....Yeah, it did
mean that, and no matter how hard I tried, I couldn't help but look.

   "Did she see me?" I wondered as she sat there, her head back against the
wall and her eyes closed, asking me some question about how classes were
going.

   "Fine," I answered, looking again and seeing that yes, her pussy lips
were poking out slightly between her closed thighs.  God I couldn't believe
it!  I was seeing her pussy for real!  I shouldn't be looking, but I
couldn't help it!  Hell, now there was something else I couldn't help.  My
cock was swelling under my towel, quickly hardening and pushing up between
my legs.  I tried to adjust my towel, but all I could do was push it down
and try and trap it between my legs.

   "I was hoping the heat would loosen my back up.  It's so stiff from
driving all day." Misses K said quietly, her eyes still closed.

   "Is that why you're home so early?"

   "Yeah.  I had to leave early this morning to run to the city for a
meeting and decided to just come straight home instead of going back to the
office."

   "Ah." I answered, trying not to stare at her pussy.  "You need someone
to rub your back for you."

   "Are you offering?" She asked opening her eyes to look over toward me.

   "Um.  Sure, if you want." I answered just before my brain started
screaming at me asking if I really just said that.

   "It would be nice.  Jack isn't going to be home till late tonight." She
answered, putting her legs down and swiveling around to put her feet on the
floor.  I was still putting my feet down on the floor, carefully keeping my
legs pressed together to keep my cock from sprouting up through the towel
when she stood up and turned her back to me.

   My heart practically jumped through my chest when she bent over,
stepping her feet apart slightly, sat down on my legs about half way up my
thighs, one of her hands sweeping her towel, and accidently mine as well,
so she wasn't sitting on it.  Her ass felt slick against my bare thighs as
she wiggled around slightly, pulling her towel around so she could hold it
over the front of her body but at the same time let it spread down her bare
back so I had access.

   Nervously I reached out and pressed my thumbs against the small of her
back just above the round of her firm ass and ran them about half way up
her back, the perspiration caused by the sauna acting as a lubricant as my
thumbs made a pair of dimples on either side of her spine.

   "Ohhhhh, that feels nice," she cooed, leaning slightly more forward to
give me even better access, and in the process letting the towel she was
wearing hang forward as well, exposing the sides of both her big round
breasts.

   I could feel my cock, still trapped between my legs, trying to grow even
fatter as my heart pounded so hard in my chest that I wondered if she could
hear it.  Again and again I stroked my thumbs up her back, bringing
pleasant little moans from her.

   She shifted her weight slightly and to my horror my cock slipped from
between my sweaty thighs, popping upright until it hit something else to
keep it from moving.  It didn't take my teenage cock or mind more than a
few microseconds to realize just exactly where my cock was pressing.  I
stifled a moan at the thought of my shaft resting against her hot pussy
lips and felt her stiffen in front of me.

   I tried my best to pretend I wasn't pressed where I was and continued to
stroke her back, running my palms up and down her back.  My strokes seemed
to lengthen as she sat there, my palms moving from her round ass to her
shoulders, where I gently cupped my hands over her shoulders to rub my
fingers into the base of her neck before stroking back down again, my hands
rotating so my fingers ran down her sides.

   Part of my mind screamed that this was Misses K I was touching, but
another much stronger portion was reveling in the feelings of her body
under my hands and the wetness of her pussy against the top of my shaft. 
Was it my imagination or was she actually moving her hips when my hands
stroked down her body?  It had to be my imagination, didn't it?

   "That feels very nice.  Your hands are gentle and strong at the same
time." She said quietly, letting her head loll down to allow her to pull
her long brown pony tail away from where it was laying on her one shoulder,
somewhat impeding my rubbing her neck.  She reached up and captured her
pony tail with one hand, winding it around and around itself while her
other hand played with the black elastic that was holding its base.  With
her hand no longer holding it, the towel covering her front slipped down to
lay across her lap, leaving her completely naked on my lap except for where
the towel lay across her legs.  I could see the sides of her big breasts
wigging as she worked her pony tail into a bun, the sight driving my cock
to thicken even more.

   "I guess I there isn't much point in this right now." She said softly as
she lowered her hands from her head and pulled the towel from her lap,
tossing it onto the bench across from us.

   I continued to rub my hands up and down her back, my fingers now curling
around her sides far enough to stroke the sides of her breasts and then
continuing down her body until I had my hands on her thighs, my fingers
curling slightly down to the insides of her legs.  With each stroke she
coiled her back, rolling her hips at the same time and making her wet pussy
slide a few fractions of an inch along the top of my rigid shaft.

   "Mmmmmmm." She cooed as a whole new sensation overcame me.  I felt her
fingers gently stroke the underside of my cock, gently pulling me tighter
to her pussy as her hips rolled slightly farther, rubbing along my shaft
until I could feel her wet lips brush the crown of my engorged head.

   "Oh shit!" I grunted as my body suddenly jerked, sending a gush of hot
cum out into her hand.

   "That's it.  Just let it out," she cooed as she continued to rub my cock
with her hand, pulling me against her pussy and caressing the sensitive
spot under my head with her fingers.  Time and again my body jerked,
sending more and more cum out into hand until finally it was reduced down
to a soft drool.

   She reached across for her towel, wiping the hand full of cum onto it
before straightening back up.

   She stood back up and turned to face me, her whole nude body exposed to
me.  With a small grin she leaned over, her tits hanging down toward my
face tantalizingly and pulled my towel apart the rest of the way, leaving
me sitting on it but otherwise naked.

   Without another word she sat down across from me, lifting her feet and
placing a foot on the edge of my bench, one on either side of me.  She
stared at my cock, still dripping cum on the floor as she leaned back, one
hand rising to one of her big tits, and the other sliding down to her
thigh.

   Her pussy lips were full and fat, little portions of her soft inner lips
pushing out between her full round outer lips and the dark brown curls that
were neatly trimmed tight to her lips and low on her mound so they wouldn't
show our of the sides of the bikini bottoms I had seen her in so often. 
Her breasts were simply huge, big enough for me to easily fill both hands
with one single breast, and her nipples were hard and pointed, sticking out
of two round pink areola the size of silver dollars.  The most surprising
thing was the total lack of any tan lines.  Surprising because that meant
that she had been using the tanning bed sitting out in the gym nude, with
me just on the other side of the wall.

   That thought alone made my cock twitch and start to grow.  But her next
motion ensured that it would quickly grow full size again.

   I stared as she gently stroked one finger up and down her slit, dipping
it between her fat lips and dragging it up along her pussy until it slipped
up out of the top, sliding across her clit as she did so.  Her other hand
gently pulled and twisted first one nipple and then the other.  I stared at
her as her finger disappeared into her pussy time and time again, her
tongue teasing out of her mouth and licking her deep red lips as if
cleaning the last of an ice cream cone from them.

   "Yessssssss." She hissed as she stroked herself with her finger, my own
hand moving to my cock and slowly stroking it in time with her motions. 
"Cum for me again.  I want to see you cum," she said in a husky voice, her
finger pushing deeper into her pussy and disappearing all the way into her
before pulling out and stroking up her slit again.

   "Oh God," I groaned as I stroked myself, watching her like a real life
porn flick.

   "That's it.  Come for me baby!" she cooed as I stroked in front of her,
my eyes flicking from her tits to her lips to her pussy, the entire vision
driving me quickly toward another quick climax.  "Are you close?"

   "Uh huh," I groaned, knowing I was only moments from releasing another
huge load.

   She stopped her motions and quickly sunk to the floor, reaching for my
cock and replacing my hand with both of hers.  She slid them up and down my
shaft as she knelt in front of me, her hands twisting in opposite
directions as she pushed me the last inch toward climax.

   "OHSHIT!" I groaned as my body jerked spasmodically, shooting a surge of
hot white cum out where it landed on one of her big tits.  The sight of my
cum on her tit sent the next even harder, splashing against her chin and
neck.  Again I squirted, and again and again, until my cock simply had
nothing left to give, all of it sprayed on her chest, neck, and even some
on her face.

   She stood up, releasing my cock and leaning over me as she stepped one
leg on either side of mine.  Her cum covered tits hung down in front of my
face as she reached for my hand and pulled it toward her pussy.  I rolled
it over and she pulled my palm against her pussy, her fingers coaxing one
of mine between her lips.

   "Yesssss...Right there," she cooed as she rocked her hips, grinding her
pussy against my hand and driving my finger up into her tunnel.  "OHHHHHH
YES!" she squeaked as her body trembled, my hand getting wet from her
juices as she came on my finger and palm.  My cum dripped from her fat
round tits as she leaned over me, the round globes swaying sexily in front
of my face, periodically bouncing against my cheek.

   "Ohhhhhhh my god," she finally breathed, releasing my hand after what
seemed like ten minutes of her body climaxing, but was probably only a
minute or so.  "I think we shouldn't tell anyone what happened here." She
whispered quietly.

   "I certainly won't tell," I choked out.

   "This wasn't a very adult thing for me to do.  I just got a little
carried away I think," she said, leaning down a little farther to give one
of my cum covered cheeks a kiss.  "But thank you for a very pleasant
backrub."

   "You're welcome," I answered after several attempts to talk as she
straightened up and stepped back.  She carefully wrapped the towel around
her body and then with parting smile, slipped out of the sauna.

   By the time I had gotten my towel around my body and out of the door of
the sauna, she was nowhere to be seen, presumably headed upstairs to her
own shower.

   I walked over to the shower and pulled the curtain around it and
proceeded to wash myself, cleaning off our cum and my sweat.  I lathered my
cock up and stroked myself to another strong climax, my mind filled with
the sights of her nude body.  Only then did I finally rinse off and turn
off the shower.

   I was surprised how "normal" Misses K was at dinner.  She acted like
nothing had happened that was in the least out of the ordinary.  I did my
best to look the same way, not wanting Jase or Mister K to see how nervous
I was inside.  To my surprise, the events of the day never came up, not
that night, not in passing conversation with Misses K the next day, or the
next or...well you get the idea.  Other than the images burned into my mind
that became fodder for many late night jack-off sessions, everything seemed
as if it had never happened.  The intelligent part of me was glad, but the
horny twenty year old side was really wanting to see her naked again, even
if it was only for a mutual masturbation session.

   Almost two weeks had gone by, some of those days included shared workout
time with Misses K and other days our schedules didn't line up that way.  I
still enjoyed watching her on the treadmill, and to my thinking it seemed
as if her outfits were maybe just a tad less conservative, the spandex
pulled a bit higher and the sports bras letting her big boobs bounce a bit
more.  But then it was probably just my over active imagination.  One day
however, was anything but my imagination.

   I was lying on the weight bench, pumping barbells up and down in my
third set of reps when Misses K walked in.  She had on a low cut white
spandex tank top and a pair of nylon running shorts.  What immediately
attracted my attention was how prominent her nipples were showing through
the top and how much of her soft looking breasts were showing through the
neckline.  It was only after she walked past that I realized that she
didn't have her usual spandex shorts on under the loose fitting nylon
running shorts.

   "Good afternoon Scottie." She said pleasantly as she walked by on her
way to the treadmill.  "Having a good workout?"

   "Yeah, not too bad," I answered, staring at her from where I was lying.
The treadmill faced one side wall of the gym, the one with the mirror.  I
had been told she liked having the mirror because it made the room look
larger and she could watch her form as she ran.  I liked it because it
allowed me to see not only her firm ass when she ran, but her bouncing
boobs.  As she started to run, those big boobs did bounce, very much more
than I had seen before.

   She picked up the pace on the treadmill, her big tits bouncing under the
shirt up and down, side to side with each step she ran.  I couldn't believe
the view I saw in the mirror, her big tits sliding up and down under the
tight shirt, more and more of her breast showing until finally one popped
clean out of the top.  She never slowed down, but kept running, the weight
of the one exposed breast pulling the top down even farther until both
breasts were completely exposed, bouncing and swinging with each footfall
on the treadmill.

   For my part I lie there unmoving, except for my quickly hardening cock
tenting up my workout shorts, staring at her body.  It wasn't a long
workout, maybe ten minutes, and in that whole time I don't think I moved a
single muscle, so when she slowed and stepped off the treadmill, her tits
still hanging out, I was still lying on my back on the bench.

   She slowly walked over to where I was lying on, her eyes locked on the
tent in my shorts as she approached.

   "I didn't mean to interrupt your workout.  Here, let me spot you," she
said as she stepped over to me.  She stepped around to the head of the
weight bench and leaned over the bar of the weights, her tits hanging down
over the bar as she shuffled her feet closer to the weight rack, her legs
now spread over my head.  "Ready any time you are," she said with a smile.

   "Uh.  Ok," I replied dumbly, reaching up for the weight bar.  She stood
straighter, lifting her tits off the bar until I had wrapped my hands
around it, and then leaned back over, allowing her breasts to press against
my curled fingers.

   "Ok.  Lift," she said, helping me lift the bar off the rack and lower it
onto my chest, leaning farther over me as she did.

   Up and down I went with the bar, each time my hands pushing against her
hard nipples and soft tits.  Ten times I pushed the bar before she helped
me set it into the rack.  She straightened up, stepping over my head
slightly more as she rested her hands on the bar.

   "Oh damn," I muttered as I realized that her pussy was completely
exposed up the leg of her shorts, her lips glistening in what light
filtered through the thin nylon material.

   "Good set." she said brightly.  "Why don't you spot me a few sets?"

   "Um.  Sure," I answered, reluctantly pulling myself out from between her
legs.  I stood up and removed all but about twenty pounds on each side,
which was plenty for a light workout given the weight of the steel bar. 
"All set," I said as she stood close by, her tits hanging out and her hands
resting on her hips.

   "Good deal," she said, stepping around to the bench.  She lie down on
the bench and wiggled her butt around a few times trying to get settled. 
"These shorts suck for this.  You don't mind if I take them off, do you?"
she asked sweetly, reaching for her waistband even before I could answer.
She lifted her feet onto the end of the bench and lifted her butt off the
seat, sliding the nylon shorts down her legs and over her knees, finally
setting her feet back down and kicking the shorts off her feet.  "Much
better," she said, her body now nude from the waist down.

   I stared at her exposed pussy and brown curls as I stepped mechanically
over her head to spot her bar.  I stood with my hands on the bar waiting
for her to reach up to it, but instead she reached up for my shorts and
pulled them slowly down.  She tugged evenly, working the athletic shorts
down, pulling my cock downward at the same time.  The waist band of my
shorts finally pulled off my cock, allowing it to spring upward and slap me
loudly on the stomach before standing at an angle, my heartbeat making it
bounce ever so slightly.

   She worked my shorts over the end of the bench and down my legs so that
I was now standing naked from my ankles up over her.  Only then did she
reach for the bar and lift it from the rack.  Up and down she lifted,
pressing the bar with my hands against her bare tits before pushing it back
up again, my cock getting even harder, if that were possible.

   After ten reps with the bar, she pushed it up and hooked it on the rack,
her hands coming down to my cock and closing around it.

   "I much prefer this kind of workout," she said with a girlish giggle as
she began stroking my cock with both hands, pulling it downward as she did
until she could lick it with the tip of her tongue.  I lost track of how
long she played with my cock before she suddenly released it and pulled
herself from below me.  "How about some sit-ups?" she asked as she skimmed
the shirt off, leaving her nude except for her tiny socks and shoes.

   "Um sure," I answered.

   "On the ball though," She added, walking toward the large exercise ball
in the corner, her tight little ass wiggling enticingly as she did.  She
rolled the ball out into the middle of the room, settled it on a rubber
ring to keep it from rolling and then stood by it expectantly.  "You first
big guy," she said with a smile.

   "Well, ok," I said with a shrug, wondering what she had in mind but
being so turned on that I didn't really care as long she played with my
cock some more.  I stepped over and sat down on the ball, Misses K kneeling
in front of me and pressing down on my feet with her hands.  I clasped my
hands behind my head and began doing sit ups, my cock pointing into the air
as I did.  It seemed like each time I came up her face was closer and
closer to my cock until suddenly I felt her hot wet mouth close around my
head.  "Oh damn," I groaned, stopping in the sitting position.  She let go
of my feet and reached for my shaft, wrapping one hand around it and
cupping my balls with the other.  She slid her hand and mouth up and down
my shaft, driving my cock head all the way to the back of her throat and
then, surprisingly, deeper.

   "OH GOD!" I groaned loudly as my head pushed into the back of her
throat, staying there for several seconds before she pulled her face from
my cock to catch her breath.

   "You like that?" she asked breathlessly.

   "Oh yeah," I groaned.  "That's incredible."

   "Good," she responded, with a grin before closing her mouth around my
head again.  Up and down she stroked, my head sliding in and out of her
throat as her hand stroked and twisted up and down, my shaft after her
mouth.  Up and down she went, over and over; the sensations driving me ever
closer to my imminent climax.

   "OH fuck!  I'm gonna come!" I groaned, trying to hold back the flood
that I could feel surging up inside me.  I expected her to pull her face
off and just jack me off like my last girlfriend had, not wanting to end up
with a bunch of cum in her mouth.  Misses K on the other hand seemed to
suck even harder, swirling her tongue back and forth around my head at the
end of each stroke before pushing her face back down, driving my cock into
her throat.  "AAAAHHHHGGGG!" I cried as the first surge of cum gushed up
out of my cock, jetting into her mouth.

   Misses K gagged a little, but kept her mouth over my cock to catch the
next squirt of hot cum, closing her lips around it again and sucking by the
time the third gush of juice lanced up into her mouth.  Up and down she
continued, stroking and sucking my cock until there was nothing left to
draw from me.

   "Now that's the way to quench a thirst after a workout." she said with a
laugh, pushing herself up to stand in front of me, wiping a trickle of cum
off her lips and licking her finger clean.  "Your turn now," she said,
holding a hand out to me.

   "Um...okay." I answered, not quite sure what she meant.  She quickly
turned and sat on the ball, leaning back to rest her hands on the floor,
leaving her in a lying position, her legs splayed wide apart.

   "You have licked a pussy before, haven't you?" She asked huskily.

   "Uh, yeah, a little," I answered.

   "Well, let's see how well you do.  Extra points if you can make me
climax."

   "Um.  Okay," I answered nervously.  I had licked my girlfriend's pussy a
few times.  It was nothing that she seemed to really love me doing, but I
had done it.  I hadn't had enough other serious girlfriends to get that far
with them, so my experience was pretty slim.

   I knelt down and gently licked my tongue up her lips, letting it lay
flat against her protruding inner lips.  I could taste the tanginess of her
juices as I swiped my tongue up along her slit again.

   "Press your tongue between my lips.  Pretend it's a finger, and you want
to spread my lips apart and stroke its entire length," she cooed, twisting
herself slightly so that she could lift one hand off the ground.  She
reached for my head and pulled my face tighter to her pussy.  "That's
better, drive that tongue right into my cunt," she moaned as I slid my
tongue deep between her lips, stroking it slowly up along her lips to the
top of her pussy.  "OH god yes...right there...lick that right like that!"
she gasped as my tongue bounced across her clit.

   I focused on her clit, flicking my tongue back and forth across it and
then circling around it alternately.

   "Ohhhhh god yes!" she gasped again, leaning her hand back so she could
balance herself.  She rocked her ass on the ball, driving her hips up and
down, grinding her pussy against my chin as I tried to stay focused on her
clit, flicking my tongue across her clit as quickly as I could.  "OHHHH
SHIT HERE I COME!" she squealed loudly as her whole body began to tremble
and convulse.  "OH FUCK....OH FUCK!" she gasped over and over as I
continued to attack her clit with my tongue, her whole body wracked with
spasms.  Finally after what seemed like an hour, she pushed my head away
from her crotch.  "Enough...enough," she said breathlessly as I rolled back
on my heels and sat down on the floor, my face wet with her juices.

   She slowly rolled down off the ball to sit on the floor in front of me,
her legs spread wide on either side of me.  She reached out to me and
pulled me toward her until she fell back, the ball skittering across the
room as she pulled me on top of her.  She aimed her face at mine and sucked
my lower lip into her mouth, tugging it slightly as I rolled over the rest
of the way to lie on top of her, my chest smashed against her soft tits.

   "You made me come so hard," she whispered after letting go of my tongue.
"You did a very nice job.  If you do that to your girlfriend she'll think
you're wonderful."

   "I don't have a girlfriend right now." I answered back quietly.

   "Awwww, that is a shame.  They have no idea what they're missing." She
said as she wrapped her arms around my neck and rubbed her nose against
mine.

   I could feel my again hard cock pressing against her pussy and arched my
back a little, pushing my head against her wet pussy, trying to inch it
into her.

   "Uh uh uh.  We can't do that," she whispered, sliding her hands down to
my hips to still them.  "No matter how much I might want to as well."

   "Oh." I said feeling quite let down.  I was still very turned on and I
hadn't been inside a woman in months.  My mind hadn't completely dealt with
the fact I was actually lying on top of my best friend's mother, what it
had dealt with was the feeling of her wet pussy pressing against my head.
But even being told no didn't seem to faze my raging hormones.  I arched
again, pressing my cock against her pussy and forcing my head between her
lips and into her tunnel an inch or two.

   "Ohmygod," she gasped, arching her own hips up to drive me farther into
her.  "We really can't do this." she moaned as she rolled us over, putting
me on the bottom.  She wiggled her hips, driving my fat cock all the way
into her until her clit was pressed into the base of my cock.  "No we
can't," she said after several seconds.  She abruptly pulled off my cock
and practically ran from the workout room naked.  I lay there for several
minutes and then got up, picking up my clothes and hers.  I walked to the
shower, stripped off my shoes and socks and then took a long slow shower,
jacking myself off one more time to the memory of how her pussy felt around
my cock.

   It was at least an hour after I had showered and dressed that I heard a
gentle knock on the door of my room.  "May I come in?" Misses K asked
quietly, sticking her head through the partially open door.

   "Sure," I said, quickly clearing several books off my bed to make room
for her to sit down.

   "Scott, I wanted to just come by and make sure you were ok," she said
softly, settling on the corner of the bed, dressed now in a conservative
skirt and tank top, brushing an errant lock of long brown hair back behind
her ear.

   "Um.  Yeah.  I'm really sorry.  I didn't mean to...." I started to say.

   "Shhhhh.  It's okay.  That wasn't your fault.  That was mine.  I should
have remembered back to teen age hormones.  You have nothing to be sorry
for.  You did a wonderful job pleasuring me.  I hope that I made it equally
enjoyable for you," she said, interrupting me.

   "You did.  It was great.  No one has ever sucked me like that," I
replied, sitting up on the bed straighter, partly to hide the sudden
hardening of my cock.

   "Well, I think we should probably not repeat that any time soon.  I mean
it's not that you weren't good, but it's probably not the best thing for us
to be doing.  Does that make sense?"

   "Yeah, it does," I answered a bit sullenly.  Now that I had a taste of
what she could be like, I wasn't sure I really wanted to stop, but if she
wanted to I didn't see that I had much choice.

   "Okay.  Thank you, both for the wonderful climax and for understanding."
She said quietly, getting up from my bed and leaning over toward me.  She
kissed me gently on the cheek and then turned my face with her fingers to
plant an equally gentle kiss on my lips.  "You will always have a special
place in my heart.  You are a sweet kind young man and whoever you end up
marrying is going to be treated to many wonderful nights of sexual bliss,"
she whispered, her lips inches from mine.

   "Thank you," I whispered back before she let go of my face.  She smiled
slightly, almost as if she wished things were different, and then turned
and walked quietly out of my room.

   Weeks had passed and there was no indication from her that anything like
what had happened in the past would transpire again.  A few times we worked
out at the same time, and I imagined that she was wearing more provocative
outfits, but then it was only my very active imagination.  Our workouts
were generally very straight forward, with both of us working out in the
same room, and occasionally checking each other out to some extent, but any
"shared" workout activity just wasn't happening.

   Today I was skipping the workout completely.  It had been a rough Friday
at school and what I really wanted wasn't a workout.  In fact, what I
wanted right then was to go march upstairs to Misses K's room, strip her
naked and have sex with her.  I suppose I might not have felt that way if
my one professor didn't always wear such tight outfits.  She was older,
maybe as old as Misses K, but not quite as sexy, even though she tried to
dress much more like a coed than her age.  Three times a week I watched
her, but what I really saw was Misses K's bare tits bouncing as she ran on
the treadmill or her wet pussy spread wide open for me to lick.  And every
day I came home from that class, my last of the day, stripped down and
jacked off.  But even that was getting frustrating.  Part of me wanted to
feel more of what I had felt, not my own hand.  Part of me wanted to see
her straddling me, riding up and down my cock with her fantastic tits
bouncing in my face.  No, today I wasn't going there.  I simply had to get
that whole fantasy out of my mind, so I stripped down, wrapped a towel
around my waist and headed up to the kitchen to get a bottle of water
before spending some time in the sauna.

   As far as I knew I was alone in the house, so when I heard noises down
the hall I had to investigate.  The master bedroom door was open a few
inches, looking like maybe it had been shut but not latched and the cat
pushed it open.  I stepped quietly to the door and froze in my tracks at
the sound of Misses K's voice in the room.

   "Oh God yes Scottie.  Fuck me like that!  Fuck my hot little cunt!"

   I peeked into the door and stared.  Misses K was completely nude, lying
on the bed, one hand pulling and squeezing first one tit and then the other
while her other hand pumped a long purple cock in and out of her pussy. 
Each stroke make a gentle squishing sound just barely audible between her
moans and cries and the quiet buzzing of its vibration.  I stood there,
staring, my cock getting harder by the second until it stuck out the gap in
my towel.

   "Ohhhhh fuck me baby!  Fuck my hot wet pussy!  Make mama come around
your big fat cock!  Fill me with all that hot fuck juice!" she moaned
loudly.  "Oh fuck Scottie, fuck meeeeeee!"she squealed suddenly as her body
suddenly stiffened, her legs trembling and her hands holding the vibrating
purple cock deep inside her.

   I stepped back quietly, realizing that I was standing there stroking my
cock.  I retreated back down the stairs and made my way to the sauna, my
head reeling from what I saw and heard.  It was my name she was calling,
begging me to fuck her, my cock she was fantasizing that was inside her.  I
thought she didn't want to have sex with me, but it seems she was doing
exactly what I was doing, fantasizing about having sex with each other.

   I settled into the sauna, dropping my towel on the bench next me and sat
back against the wall, my mind filled with the images and sounds of that
purple dildo plunging in and out of her pussy.  I could have gone right in
and pulled it away and pushed my own cock in there, but no...I was quite
simply, too afraid of what would happen.  Clearly she wants to have sex
with me, but at the same time, she doesn't.  The intelligent thing would be
to forget about doing it with her, but damn, it's hard to put those images
out of my mind!  Maybe working out would help.

   I climbed out of the sauna and headed to my room, pulling on a pair of
workout shorts and then heading back into the gym.  I worked out with
weights for half an hour or so and then moved to the rowing machine for a
few miles of work there.  With my body more fatigued and my mind somewhat
dulled, I headed back to the sauna.  I didn't even bother with getting a
towel, I just stripped off my shorts and dropped them on the bench as I
plunked down hard.  Maybe part of me wanted her to come find me naked, I
don't know.  My mind was quite confused as I sat there slowly stroking my
cock, thinking how it felt for that one sweet instant when I was inside her
pussy.

   "You are in here," Misses K said after opening the door.  She stepped
inside the hot booth wearing a big fuzzy robe.  She sat down on the bench
across from me, the bottom of the robe spreading apart, allowing me to see
all the way up her thighs.  "I thought I heard someone in the hallway.  It
was you, wasn't it?"

   "Yeah, it was," I said, resting my hand on the bench next to me, not
even bothering to cover my raging hard on.

   "I'm sorry you saw that." She said quietly.  "It must seem like an awful
tease."

   "I know you weren't doing it for me to see, but knowing you were doing
it, thinking about me, well, yeah, it was sort of a tease."

   "Like I said, I'm sorry.  This has gone so much farther than it ever
should have," she said quietly, sweat beginning to pop out on her brow and
on the v of creamy breast that the robe didn't cover.

   "You should take that off, you'll roast in here."

   "I'm thinking that's not a real good idea," she answered quietly.

   "Why?  Because you're naked?  I've seen you naked already, remember?"

   "I guess you have at that," she said, shrugging the robe off her
shoulders and undoing the belt around the waist.  In moments she was
sitting with the robe apart, her body completely exposed to me again.

   "So what now?" I asked after a long uncomfortable silence.

   "I'm not sure.  I just know that this is forbidden fruit.  I guess
that's part of what makes it so tantalizing, so desirable," she said
quietly before standing up and moving over to my bench, squeezing between
myself and the wall, our hips glued together.

   "Yeah, it is desirable," I answered her.  "Especially after that last
time."

   "Yes, that did feel pretty good, but still, it shouldn't have happened,"
she said as I moved a hand to her leg and began stroking her thigh with my
fingers, her arm around my shoulders so I was pressing my arm against her
tits.

   "I'd do that again in a hot second," I said softly.

   "Which part?"

   "All of it," I answered.

   We sat there for a long time, the heat making us sweat, my fingers
stroking closer and closer to her pussy as I teased them on her thigh.

   "Come on.  Let's go cool off in the shower," she said, getting up and
taking my hand.  I let her lead me out of the hot cubicle to the shower
stall, where she reached in and turned the water on with one hand, her
other hand holding mine.  "There," she said, turning and backing into the
small shower stall, pulling me along with her.  She drew me back into the
stall and under the water before reaching around me to close the glass
door. "That better?" she asked as the tepid water flowed over both of us.

   "Yeah," I said, wrapping my arms around her waist and letting my cock
press against her mound and stomach.  "How about for you?"

   "Oh, it feels very nice," she cooed, her arms around my neck and her
hips moving ever so slightly so that my trapped cock was rubbing against
her.

   "Yeah, it does," I agreed, sliding one hand down between us to find my
cock.  I pulled my hips back and then pushed my cock down, allowing it to
slide between her legs as I pushed our hips back together again.

   "Ohhhhhh.  Are you being naughty?" she asked with a little giggle.

   "Seems like it," I answered as she began to rock her hips, grinding her
clit against the top of my shaft.

   "Good thing there isn't enough room to actually have sex in here."

   "Who says there isn't?" I asked.

   "Honey, cozy doesn't even begin to describe this.  It's a shower built
for one with two of us squeezed in."

   "Maybe," I told her quietly.  "Turn around."

   She looked at me curiously and then did as I said, pulling her hips back
off my cock and swiveling around, the glass sides banging slightly as she
bumped into them.  As she was turning, I squatted down slightly, pushing my
cock down again and letting it press against her pussy as I stood back up,
her ass pressed against my thighs and my head protruding from between her
legs like a short little cock of her own.  "Now you were saying?" I teased
as I began to rock my hips, stroking my cock in and out between her legs,
her clit dragging across my cock with each stroke.

   "Oh damn," she muttered breathlessly as I worked my shaft between her
legs.  "That feels very nice."

   "Sounds like it's a lot more than just nice," I said, sliding my cock
back farther, pulling it back until I could feel only my head between her
lips.  I pushed forward again, bending my knees slightly and thrusting as
much upward as forward.  My lubricated cock slipped easily into her already
wet pussy.  My level of desire for her and the sensations of her pussy
against my cock overrode any other thought, enticing me to quickly thrust
up into her until my hips were pressed tightly against her smooth firm ass.

   "OH GOD!" she gasped as my cock penetrated deep into her.  Almost
immediately I started sliding in and out of her driving my cock in and out
of her sopping wet tunnel and pushing her bodily against the glass wall. 
"Oh fuck yes!  Oh my god yesssss!" she cried loudly, my hips pumping my
cock in and out of her as far as the tight confines allowed.  I reached my
hand around her body and slipped a finger down to her clit and began
rubbing up and down as my thrusts pushed her big tits against the glass
wall.  "OHHHHH FUCK YES!" She screamed as my pumping cock and stroking
finger drove her crazy.  At that point I didn't care who might see or hear,
all I cared about was the incredible set of sensations flowing through my
body as her pussy caressed my cock with each stroke.  I ignored everything
except those incredible sensations and the effect it was having on her as
well.  I pumped my shaft up into her time and again, my thighs slapping
wetly against her ass with each forward stroke and my ass banging against
the shower wall with each withdrawal.  Her hips rocked in response, helping
drive her pussy down onto my shaft with each stroke, making her big tits,
already squeezed against the glass wall, rub up and down, stimulating her
nipples as well as her pussy.

   "OHHHHH FUCK YES!" I groaned as her body was trembling in my arms and
pussy convulsing around my shaft.

   "OH FUCK I'M COMING!!!  OHHHHHH FUCK YESSSSS!" she squealed loudly as
her body trembled and jerked, her pulsating pussy pushing me over the edge
as well.

   My body bucked hard, practically lifting her feet off the shower stall
floor as my cock erupted inside her, pumping the cum she begged for in her
fantasy into her for real.  "OHHHH FUCK!" I grunted breathlessly as my body
jerked again and again, pushing more cum into her pussy before finally
easing.

   The two of us stood there, my cock softening inside her, the water
cascading over the two of us until I softened enough to slip from her.  A
gush of our combined juiced flowed from her pussy and ran down her legs,
mixing with the water from the shower before disappearing down the drain.

   "Oh shit that was good," she moaned softly, turning in the tight
confines to face me again, her arms moving around my neck.  She pushed me
back against the back wall and pressed her lips against mine, her tongue
driving into my mouth, teasing my tongue with hers.  Her arms slid down
from my neck to my hands, slowly pulling them upward until she had them up
over my head, her mouth still kissing and sucking mine.  Ever so slowly she
began kissing her way down my body, carefully working down until she was
sitting on the floor in the tight confines, her legs curled under her and
her face even with my shriveled cock.

   She opened her mouth and sucked my cock into her mouth, pushing as much
of my softened shaft and head into her mouth as she could.  With one hand
she began to tease and play with my balls while her tongue rubbed and
massaged my cock.

   "Oh shit," I grunted as her finger stroked up between my legs along the
crease between them until it teased over my ass hole causing me to jump at
the sudden change in sensations.  It didn't take my young cock long to
start recovering between her ministrations with her mouth and the teasing
of her finger.  I reached out and turned the water off, now that it was
growing cold, Misses K's mouth sliding along the length of my now hardening
cock.

   "Out," she said abruptly, pushing the door open from where she sat and
pulling her face from my crotch.

   I stepped out of the shower and she stood up, quickly stepping out of
the shower.  She led me by the hand to the weight bench and then knelt down
on it, facing the barbell and resting her arms on it.  She moved her knees
to the bench and then wiggled her ass at me.  "Okay, step across the bench
and feed that cock into my pussy!"

   "Hell yes." I answered, quickly stepping across the bench and aiming my
partly hard cock at her pussy as she arched her back and pushed it out at
me.  I rubbed my head up and down her sopping wet pussy and then used my
hand to hold me straight as I pushed into her.

   "Mmmmmmm that's it sweetie!  Now fuck me hard.  I love getting fucked
doggy style!"

   I started stroking in and out of her, careful not to pull all the way
out, the sensations of stroking in and out of her helping to make my cock
swell back to full hardness.  I turned and looked at the mirror and could
see us in profile, my cock sliding in and out of her, and her tits swinging
wildly as my hips slapped into her firm ass.

   "Oh yeah Scottie.  That's it.  Fuck my hot little cunt!" she moaned
loudly.  "Do you like hearing me talk dirty?  Do you like how my fucking
cunt feels around your big fat cock?  Oh god I love how it feels sliding in
and out of me.  Do you like fucking me this way, watching your hot cock
slide in and out of me and my big sexy tits swinging for you?"

   "Oh yeah,." I grunted in response.

   "Yes, I can tell.  You love fucking my pussy, driving your fat rod in
and out of me, making my pussy cream for you.  Mmmmm....Feels so good. 
Maybe I should squirt all over you.  Do you want me to squirt my cum all
over your cock and balls?"

   "Don't know what that is," I grunted back.

   "Oh sweetie!  Let me show you!" she said, pulling forward off of my
cock. She climbed off the bench and adjusted the tilting back up at an
angle.  "Sit down now." She said softly as she stepped across the bench. 
She sat down and wrapped her legs around my waist, and leaned herself back
against the padded back of the bench.  With her heels she coaxed me forward
until she could grasp my slick cock and aim it at her pussy, helping guide
me into her soft hot tunnel.

   "Ohhhhhh," I groaned as I slid back deep into her.

   "Yeah, there you go." She cooed as she began to stroke her clit with her
finger.  She rocked her hips, making her pussy slide back and forth about
an inch on my cock while she used one hand to spread her fat pussy lips
apart and the other to quickly stroke back and forth across her now exposed
clit.  "Mmmmmm your cock feels so good inside me.  Play with my titties,
just go ahead and grab them and play with them," she encouraged.

   I reached out and cupped both of her big round tits, squeezing them and
rubbing my thumbs back and forth across her hard nipples.

   "Ohhhh yeah.  God I love having my tits played with.  You can squeeze my
nipples and pull them too.  Ohhhh fuck yes.  I've wanted this for so long!
I wanted to feel your fat cock inside me, filling me up and fucking my hot
little cunny.  "OHHHHHH god I'm going to come in a minute!" she gasped as
she continued to rock her hips, sliding my cock in and out of her pussy
about two inches, her fingers flying back and forth across her clit.  "You
want to see me squirt my girl cum all over you like you squirted on me?  I
bet you do!  I bet you wanna see my fuck juice all over your cock!" She
moaned loudly.  "Oh god yes.  It's time.  Pull your cock out quick!  Pull
it out!" she squealed, clearly holding her climax back.

   I pulled my hips back slightly allowing my cock to slide out of her
pussy, its rock hard shape springing up and slapping wetly against my
stomach.

   "Oh fuck look at that cock!  Oh god yes!  Here it comes sweetie!  This
is all for YOUUUUU!" she ended in a long scream, her body shaking all over
as her pussy began to gush juices out, almost like she was peeing.  The
clear cum squirted all over my stomach, cock, and the bench between us as
her body tensed time and again.  "OH FUCK YES!" she screamed each time her
body tensed, her head thrown back and her long wet hair in disarray.

   "MOTHER!  WHAT THE FUCK?" We both heard from the doorway of the workout
room.  Both Misses K and I instantly looked to the doorway and saw Amy, her
daughter, Jase's three year older sister, standing in the door way, a look
of pure shock on her face.  She stood there staring for several long
seconds, taking in the whole scene before turning and running down the
short hall and up the stairs to the main level of the house.

   "Oh fuck," Misses K swore softly.  "This isn't your fault Scottie, It's
mine.  I'll take care of this," she said, leaning toward me.  She gave me a
soft kiss on my lips and then slid off the bench and walked quickly out the
door.

   I had been so wrapped up in the intensity of the sexual encounter that I
had stopped thinking about what might happen if we had been found out. 
Yes, I had initiated the sex.  Yes, as much as she wanted to say it wasn't,
it was in large part my fault.  I sat for a long time thinking about the
consequences, what this might do to my friendship with Jase and what it
might mean long term.  Finally I got up, walked over to the shower and
turned on the hot water.  I stepped into the shower and stood under the hot
water, letting it cascade over my head and shoulders, running down my body,
rinsing Misses K's juices off of me.

   Despite the consequences my body was still turned on with the thoughts
of how she felt around me, the memory of how her tits felt in my hands and
the sight of her body spewing her cum all over me.  It only took a few
short moments of stroking my still hard cock before I emptied the pent up
cum all over the shower wall.  With physical release accomplished I turned
the water off, dried off and headed back to my room to sit, naked on my bed
and worry about what was going to happen next.  I fell asleep, my mind in
turmoil.

   "Scottie...Wake up Scottie," I heard Amy say, her hand shaking my
shoulder.  "Mom said to wake you up for supper," she said as I stirred and
yawned.

   "Yeah, Ok.  Be right up," I said as she started for the door.

   "Put some clothes on first.  You might be fucking my mother, but you
don't have to run around flashing your cock," she said before disappearing
out the door.

   I looked down and yeah, I was naked.  More surprisingly I had a huge
hard on which she couldn't help but have seen.  I briefly wondered how long
she had been standing there looking at me naked.  I shook my head, pushing
the thought from my mind as ridiculous.  Her reaction when she walked in on
us told the whole story.

   I pulled on a pair of workout shorts and a t-shirt before padding up the
carpeted stairs and walked into the kitchen.  Misses K was wearing a pair
of walking shorts and a tank top, busy scurrying around the kitchen putting
dinner on the table.  I sat down in my usual spot, Amy sitting down next to
me at the table.

   "Sorry," I said quietly.

   "For what?"

   "You walking in on us like that."

   "So you're not sorry about fucking my mother, just getting caught?" she
hissed quietly.

   "I didn't mean it like that," I answered.

   "So what, you're sorry you fucked my mother?  What's the matter it
wasn't good enough for you?"

   "Oh I didn't mean it that way.  She was a great fuck.  I just meant
that...Oh hell, forget it," I said quietly as Misses K brought the last
dish over and sat down.

   "Looks it's just the three of us for dinner tonight." Misses K said as
she began dishing some of the tuna casserole onto her plate.  "Jase is
still at school and unsurprisingly Mister K is headed out of town yet
again."

   "Well, that's a surprise...Not!" Amy said acidly.  "Men!"

   "Not all men are bad," Misses K said crossly.  "Just because you're
angry with them doesn't make them all automatically evil."

   "Right.  Just Dad, Frank, and now Scott!"

   "Honey, that's not fair.  Just because Frank broke up with you and your
dad isn't always home doesn't make them all bad."

   "Yeah, and my brother's best friend was just fucking my mother."

   I wisely chose to keep my mouth shut at that point, shoveling more food
into my mouth.

   "Now sweetie, that's not exactly fair.  I explained to you that it was
just an impulsive conclusion to a situation that had been brewing for
weeks, and that it wasn't Scott's idea to start with, it was mine.  So
don't blame him for having such a fuckable cock."

   "That's just it.  Why isn't it the man's fault.  I didn't make Frank go
fuck that other chick.  That was his choice.  He didn't have to cheat on me
just like you didn't have to cheat on dad."

   "Sweetie, your father has been cheating on me for many many years.  What
should surprise you is that this is the first time I've ever been
unfaithful, given that he's never home and when he's not home he's usually
playing around.  He hasn't had eyes for me for a long time.  Does that make
him bad?  What he did was wrong, but I chose to stay.  He's not the only
one to blame.  I could have left him a long time ago, but I chose not to,
so this is as much my own making as his."

   "But mom.  Scott?  I mean hell, we grew up together!  How many times
have you said he's like a son to you and now you're fucking him?"

   "Be nice sweetie.  He's sitting right next to you you know."

   "Yeah I know," she said turning to glare at me.

   "Honey, what Scott and I did is between two consenting adults.  He has a
great body, and yes he has a great cock, and yes I haven't had one inside
me in a very long time, so don't knock it.  The day may come when you take
advantage of a great cock just because it feels good and you haven't had
one for a long time.  If that day ever comes for you I hope you remember
what led up to it."

   "Jase isn't going to be very happy."

   "Jase doesn't need to know sweetie.  It wouldn't help anything, and I'll
ask you to not tell him please.  If he needs to know, either Scott or I
will tell him."

   "Yeah, right," Amy said crossly.  "Besides, what's so great about his
cock?  It's just another guy cock, right?"

   "If you think that you have a lot to learn.  Not all cocks are the same.
Some are larger, some smaller, some fit you just oh so perfect.  You seemed
to think Frank's was ok, based on how much noise you made in your room last
time he was here."

   "You heard that?" Amy asked in a high pitch voice, clearly shocked.

   "Sweetie, who didn't hear?  I could hear you screaming in ecstasy all
the way out the front door."

   "Oh god." Amy said, holding her face in her hands as her cheeks and ears
turned bright red.

   "You should be happy it was just me and not the boys coming home.  I
doubt Jase would have stood idly by and watched Frank pounding his sister
on the tv room sofa."

   "MOM!"

   "What?  You're going to have sex in a public place, you can't be shocked
if someone sees you.  After all, that's what you walked in on right?  How
is that any different than me walking in on you bent over the arm of the
sofa and Frank pounding into you from behind?"

   I sat there quietly, my cock suddenly springing to life inside my shorts
at the thought of her bent over naked with her orange sized tits bouncing
and swinging as she got fucked from behind.  I tried to push the thought
from my mind, but failed miserably.

   "But MOM!  That was private and besides Scott is right here!"

   "Yes he is.  And you might remember that you're not so lily white
either. I know Frank fucked you on my bed, I found the cum stains on my
sheets.  Let's see...where else?  Maybe the workout room?  You really need
to learn to catch the cum dripping from your pussy if you don't want people
to know what you've been doing." Misses K said to her daughter, a little
accusing sharpness in her voice, softened only by the slight smile she was
trying to suppress at the look of pure shock on her daughters face.

   "MOM!"

   "So don't pretend to be such a priss.  If it's ok for you to do, why
isn't it ok for me to?"

   "But it's Scott!" Amy shot back.

   "Yes, and he has an absolutely fantastic cock and he is learning very
quickly to be a fantastic lover.  Someday some girl is going to thank me
for what he's learning right now!"

   "OH god MOTHER!" Amy shot back, glaring at her mother.  Finally she
pushed her chair back and practically ran from the room, her dinner half
finished.

   "Don't worry, she'll be ok.  It was just a shock for her.  I don't think
she realized I knew as much about her and Frank as I did."

   "I guess doing it around the house runs in the family," I said a bit
sheepishly.

   "Oh definitely.  She was conceived on that kitchen counter over there
with the house only half built.  God that was a night." She said looking at
the ceiling.  "We tried to christen every room in the house that night,
almost succeeded too.  Well, that's in the past too.  For now, don't worry
about her, I'll have another chat with her and I'm sure it will be ok."

   "If you say so," I answered quietly before getting up and retreating to
my own room.

   Jase came in later in the evening and we hung out, both of us working on
homework while we watched some old movie on the TV up in the TV room
upstairs.  With a sixty inch flat screen and huge sound system, it was our
usual hangout for sports events or special movies, but it also made a good
place to relax with the multiple recliners and the sofa.  It was nearly bed
time when Amy walked into the TV room.  If there was going to be an issue,
I expected that it would happen now.

   To my surprise, she quietly picked up the remote and plopped down on the
sofa, which was between the two recliners Jase and I were occupying.  She
flipped through the guide for a while before putting on some kind of chick
flick.

   "You know, I never understood how girls could watch this stuff," Jase
chided her.  "I mean come on.  You date a guy and then try to make him
break up with you in some number of days?  What a waste.  If you want him
gone, just tell him so."

   "What would you know about it?" Amy shot back.

   "I'm just saying." Jase replied, holding his hands up defensively.

   "Men are just pigs," she said shaking her head.  "I suppose you'd prefer
to watch porn!"

   "At least it's more believable.  I mean come on, some hot chick screwing
around with the pool boy?  I can totally believe that happens.  But some
girl falling in love and then chasing away the guy because of her friends?
No way."

   "That's not the plot of the movie." Amy said scowling.

   "Seems like it to me."

   I just shook my head.  These discussions and needling sessions had been
going on for as long as I could remember.  It was almost as if the two of
them liked to get each other ticked off just to see their reaction.  Don't
let that fool you into thinking they didn't care.  They would both fight
tooth and nail to protect their sibling.  When Amy's boyfriend cheated on
her and they broke up it was all she could do to keep Jase from hunting him
down and doing something to make him "pay for hurting his sister."

   "Here.  Maybe we should watch this then!" Amy shot back at Jase,
flipping back to the guide and scrolling down to some soft porn movie that
was playing on the satellite.

   "Yeah, that's a lot better." Jase said with a grin, looking at the
picture of two busty young ladies sucking hungrily on the cock of a guy
lying on a lounge chair by a pool.

   "There's not plot here, just sex sex sex."

   "And your point is?"

   "Fine, why don't you just whip it out and jack off to it if you think
it's all that good." She said hotly.

   "For the same reason you don't strip down and play with yourself
watching those chick flicks," Jase answered, a grin still on his face as he
paid more attention to the TV than his sister.

   "Really?  You'd just whip it out if I wasn't here?" Amy asked him with a
scowl on her face.

   "Why, are you saying the only reason you don't finger yourself to a
chick flick is that you're not alone?  Hell don't let that stop you," he
said with a laugh.  "I'm sure Scott wouldn't mind seeing that either, would
you Scott?"

   "Hey don't get me involved in this," I responded.  "This sounds like
brother and sister fight to me."

   "Come on, Scott.  Whip it out here and jack it off.  I'm sure no one
will mind," Amy shot back.

   "I don't think so," I answered, hoping she would let it drop there.

   "Awwwww come on.  Maybe mom will come up and suck it for you."

   "Damn Amy.  That wasn't fair.  If you wanna be pissed at men, be pissed
at em, but don't take it out on Scott," Jase said in my defense.

   "Why not?  Guys don't care about emotions and all that right?  I mean
sex is sex right?  Maybe I should just go have sex with him right now.  You
wouldn't care.  It's just sex, right?" she said to Jase, getting up from
the sofa and staring straight at him.

   "Hey if you want to get naked in front of Scott go ahead.  I doubt you
will, but have at it, I don't care." Jase chided back.

   Amy stood looking at her brother with her mouth hanging open in shock.
That was clearly not the response she expected.

   "Hey Scott.  Nothing personal, but if she wants to have sex, that's up
to you.  In fact," he said looking back at his sister, "I dare you right
now to get naked and climb in his lap.  In fact, I'll even give you twenty
bucks if you'll ride his cock!" Jase said with a laugh.

   "JASON!  HOW COULD YOU!" Amy shouted at him.  "Don't you care if I screw
your best friend?"

   "Hey, who am I to stop him.  I've seen you getting out of the shower
before, you're not bad looking.  If you want to have sex with him, go for
it."

   I watched her mouth open and close several times, trying to work out
what exactly to say to his response.  After nearly a half minute of utter
silence she stormed from the room, tossing the channel changer onto the
sofa as she walked past.

   "Wonder what got into her.  I haven't seen her this worked up about sex
since, well that guy in high school tried to do her on that date.  You
remember, the baseball player?"

   "Oh yeah.  I remember.  He thought he was going to get into her pants
and instead he got a kick in the nuts," I answered.

   "Yeah, that's the guy," he said, looking back down at his book.  "You
wanna leave this on or go back to something mindless?"

   "I don't care one way or the other," I answered, going back to
calculating the next formula I had to do for my homework.

   As hard as I tried to concentrate on the homework, the video where one
of the gals was now on her hands and knees, getting pounded from behind,
had my cock tenting my shorts up under the book, my mind filled with how
Misses K's tits looked when they were swinging.  I might have even gotten
up and changed the channel if I could have done so without my very obvious
hard on being so prominent.  As it was I could hide it under my books and
he wouldn't know, well, not until his sister came into the room again.

   The short denim skirt she had been wearing were both gone, and had been
replaced with a towel wrapped around her body, the material crossed over
and tucked together above her tits.  "Ok Scott.  Put the books aside.  You
wanna fuck?  Now's your chance!" she said, standing between me and the TV,
her hands on her hips and her feet set slightly apart.

   "Huh?" Both Jase and I responded at the same time.

   "You heard me.  Come on.  Move the books.  Or don't you want to fuck? 
Maybe there's someone else in the house you'd prefer to be fucking?"

   "Wait a sec...." I started to say.

   "Uh uh.  Now or never.  Move the books and get those shorts off." She
said as she reached up and pulled the towel off, revealing her completely
shaved and nude body.  She stood in front of me expectantly for long
seconds before she stepped forward, grabbing at my books and tossing them
on the ground next to me, exposing the huge hard on I had inside my shorts.
"Well, at least it's a big one!" She said, reaching for my shorts and
trying to tug them down.  "You gonna help or what?"

   "Hell..." I started to say.

   "That's what I thought.  Just a chicken shit." She said angrily, walking
over to where the towel lay and picking it up.  She started to wrap it
around her body.

   "I'm not a chicken shit.  I just never expected you to come barging in
here naked expecting me to just whip it out," I said defensively.

   "Fine, well here I am.  You want to fuck or not?" She asked, standing
with the towel wrapped around herself again.

   "Okay, fine!  Here you go." I answered, lifting myself on the recliner
enough to push my athletic shorts down to my knees, exposing my hard on,
sticking straight up.  "You wanna fuck it, be my guest."

   "Holy shit." She breathed as she watched my hard on wiggle slowly with
my heartbeat.

   "Damn Scott.  Hung like a horse.  No wonder the girls in high school
liked you so much." Jase said from where he was sitting across the room. 
"Ok sis.  Twenty says you can't get it in."

   The reference to money for sex seemed to shake her from the stupor she
had slipped into.  She looked at her brother and then back at me.  "You
serious?" she asked no one in particular.

   "One hundred percent.  You get that into you, I'll give you twenty
bucks," Jase said.

   "I don't know if I can," Amy said.  She had always been a pretty petite
young woman, and her comment made me wonder if she were equally petite in
other areas.

   "Now look who's scared.  This was your idea, remember?" Jase chided her.


   "Oh hell!" She swore quietly.  "I don't want to hear anything from
anybody!  Is that clear?" she said as she moved toward me.

   I sat there and watched as she climbed onto the chair over me, balancing
herself effortlessly on the soft cushion with one foot on either side of my
hips.  Her childhood gymnastics training seemed to be serving her well as
she squatted down over my cock, reaching down between her legs to rub my
engorged head between her lips.  I was surprised at just how wet she was as
she started spreading her juices around my head with her soft protruding
inner lips.

   I was kind of surprised how different her pussy looked than her mothers.
I had always just assumed that they would look much the same, but where
Misses K had only a small amount of her inner lips protruding from her fat
outer lips, her daughter had much more protruding, and her outer lips were
much flatter and less prominent.  This was also the first time I really
paid any attention to her tits, each the size of a large orange, looking
very firm and round now that they were only inches from my face.  Her
areola were each slightly oblong in shape with large round nipples
protruding from the center of the dark pink ovals, each nipple only
sticking out about half of its diameter.

   "Ohhhhh damn you're big," she hissed softly as she started to sit down
on my head, the pressure mounting on my head as she let more and more of
her weight rest on me.  "Ohhhhhh SHIT!" she squeaked as my fat cockhead
finally worked in past the entrance to her tunnel, spreading her tunnel
wide as she held herself up over me.

   She began to bounce herself very slowly, up and down, only an inch or so
at a time as she slowly worked me deeper and deeper into her pussy, her
breathing deep and ragged with little gasps and squeaks emanating from her
lips as she slowly bounced more and more of me into her.

   "Ohmygod," she breathed as she finally settled her firm round ass on my
thighs.  "I can't believe I got that whole thing inside me."

   "I can't either sis.  I guess I owe you a twenty," Jase said as he sat
and watched his sister start to stroke up and down my shaft, slowly at
first but then with more speed as I brought my hands up to her round tits
and began squeezing and teasing them.  "Ok sis.  You made your point," Jase
said from his chair.

   "If you think I'm stopping now, you're nuts." she gasped as she
continued to ride up and down my cock.  "Fuck he's big.  I wish Frank had
been this big."

   "If he was, he'd just have been a bigger prick," Jase said loudly.

   "Yeah, he would, wouldn't he?" Amy laughed back.  She looked down at me
with a very odd look on her face, as if suddenly she understood something
secret that she was going to hide and keep to herself.  But up and down she
continued, stroking my cock and slowly driving both of us up the slope
toward orgasm.

   "Well, you can stop any time sis." Jase said again.

   "What's the matter, not getting your turn?" Amy called back, not
bothering to look away from my eyes.  "I guess if you want I can come do
you next."

   "Not hardly!" Jase shot back as he climbed out of the chair.

   "That'll teach him." Amy said as she continued to ride me, Jase stalking
from the room in a huff.

   "Teach him for what?"

   "For daring me.  He should know by now I can't turn down a dare."

   "What if he did know that?" I asked her.

   "In that case, he should have expected this.  Ohhhh damn you feel good.
Now I know why Mom did what she did."

   "I'm glad." Misses K said from the doorway.

   "Oh Shit!  Misses K!" I said, letting go of Amy's tits and trying to
stop her motion by grabbing her hips.

   "Don't stop Scott, unless you want Amy to slug you.  Just keep going. 
Here, do this honey!" she said, stepping forward and pushing Amy's back to
lean her toward me, aiming one of her firm tits toward my mouth.  "He knows
exactly what to do with that."

   I did too.  I sucked it quickly into my mouth, swirling my tongue around
and around her nipple before sucking to draw it long and closing my teeth
around it gently.

   "OHHHHH SHIT!" Amy squealed as I tugged her nipple, sliding my teeth
across it before letting it slip from my mouth and moving to the other one.


   "OHHHHH DAMN!" she squealed as I drew the second nipple between my
teeth, my now free hands roaming her body, one on her backside and the
other worming down between her legs to stroke her clit.  "Oh God...OH GOD!"
she squealed as her orgasm started to wash over her, her legs trembling and
shaking as she tried to keep moving.  Finally she had to just stop and sit
on me, her body quivering as she gasped for breath.

   "Damn that was good." She said after a long pause.

   "You're not going to stop now, are you?"

   "Well, yeah, why not?" Amy asked.

   "Well, for one thing Scott hasn't finished yet, and for another, if you
stop now you're missing the best part."

   "What part is that?"

   "The after!" Misses K said emphatically.  "Climb off...Come on."

   "Okay," Amy said as she let her mother help her off my lap.

   "You too Scottie.  Come on, up."

   "Yes maam." I replied politely.

   She led us over to the sofa and bent her daughter over the back of the
sofa, facing the porn movie that was still playing.  "Now fuck her from
behind, nice long hard strokes." Misses K coaxed, pushing my bare ass to
force my cock back into her daughter's pussy.

   "Ohhhhhh my god." Amy moaned as I started pushing deep into her, each
stroke slapping her ass slightly and driving my head against the end of her
tunnel.  "Sweet Jesus I think it's going to make me cum again."

   "Not again, just more." Misses K said, standing beside me and stroking
my ass between strokes into Amy's pussy.  Misses K lifted her shirt,
reached behind her to unclasp her bra and then freed her big tits, lifting
one and pressing the nipple to my mouth.  "Suck it baby." She whispered as
I continued to stroke in and out of Amy's pussy.

   "Oh god.  Gonna cum." I grunted around her nipple as my balls tightened,
quickly moving toward inevitable release.

   Misses K didn't pay any attention, she was busy unsnapping her walking
shorts.  She let them slide down her legs and then pulled my hand to her
pussy, shoving it down the front of her panties and driving my fingers
between her legs.  "Make me cum baby." She begged in a whisper, pulling my
hand hard against her pussy as she started humping her hips against my
hand.

   "OHHHHHH FUCKING A!" Amy squealed again as her body trembled.  I could
feel her pussy contracting around my cock as it tried to milk cum from my
cock.  It was all I could take, my hand in Misses K's pussy, my mouth on
one of her fantastic tits and my cock plunging into Amy's pussy.  Pretty
much the most perfect thing I could think of at that moment.

   "AWWWWWG!" I groaned loudly as my body convulsed, pumping a huge shot of
cum into Amy's pussy.  I closed my eyes and just tried to stay standing as
my body convulsed, ramming my cock into Amy with each new gush of cum.

   "That's it.  Just ride it." Misses K whispered, stroking my hair with
one hand and her own daughters back with the other, one tit still latched
into my mouth.  I finally released her tit, gasping for air as my cock
shriveled inside Amy.  "Come on sweetie, Time to thank him for that." She
said, coaxing Amy to stand up and turn around.  "Give him nice sensual soft
kisses so that he wants to come back and make you feel that again next
time."

   "Uh huh," Amy said in a soft far off voice, her body obviously still
surging with the euphoric chemicals her body pumped into her blood stream
during her orgasm.  She wrapped her arms around my neck and pulled my body
against hers, her ass resting on the sofa back and her legs reaching out
and wrapping around me.  She pulled my face to hers and gave me soft wet
kisses, her mouth gently making love to mine between gasps of air.

   Without a word Misses K pulled her shorts up, snapping them, and then
pulled her shirt down before disappearing from the room.  I had little
doubt where she was going to end up in the next few minutes.

   "Ok, so that was pretty fantastic," Amy finally whispered after about
five minutes of kissing me, our bodies starting to finally come back to
earth and our breathing returning to normal enough to talk.  "I guess I
know why mom was doing you."

   "So you're not mad at me anymore?"

   "Not as long as you let me have this every once in a while," she said,
sliding a hand down between us and stroking my softened cum covered cock.

   "Well, at the moment it feels pretty used up."

   "That's ok.  There's always later." she said letting go of me.  "Sleep
good!" she whispered as she let go of my neck, rolling over the sofa back
on her back, her legs pushing up into the air, spread in a wide V.  With
her shaved pussy fully exposed to me, she held that position for several
seconds, looking up at me with a smile before winking and rolling the rest
of the way over to end up on her feet in front of the sofa.

   "I bet you can do some interesting things," I said more to myself than
her.

   "Why don't you find out some time.  I'll be home all weekend," she said,
picking up her towel and walking off without bothering to put it on, her
hips and ass swinging sexily with each step.

   "Good lord.  What had I gotten myself into?  I mean it started out as a
fantasy with Misses K and now Amy?  I still wondered what Jase would think
if he found out I was fucking his mom, not just his sister.

   I looked around for my shorts and pulled them on before looking around
to collect my books and head back down to my room.

   to be continued....
   For pics visit ---->> https://bit.ly/2ReHUJI