Note: This story was dynamically reformatted for online reading convenience.
 
 Mom at the Roxy By ppcummings

   This is a work of erotic fiction, and is not intended for viewing by
anyone under the age of 18.  All characters and events portrayed in this
story are fictional, and any resemblance to actual persons or events is
coincidental.

   "Mom at the Roxy" (FM, FMM, FFM, voy, inc) is an erotic story about a
college student who, although he has a normal and satisfying relationship
with a beautiful fellow student, has an inescapable thirst for sexual
exploration.  This leads him to a world of erotic discovery at an adult
theater, where he is introduced to the steamy world of voyeurism and
no-holds-barred public sex.  His world is turned upside down when he
realizes that his divorced Mother has a similar kinky side...

   Comments and helpful criticism are welcome, and may be emailed to
ppcummings@hotmail.com.

   __________

   Mom at the Roxy By ppcummings

   I leaned back in my theater seat as the woman gently maneuvered my cock
through my open fly.  Through my half-closed eyes, I watched as she formed
her thumb and forefinger into a circle and delicately stroked up and down
my prick.  It was semi-erect, but quickly growing hard in her expert hand.
In the gloom of the movie theater, I could just barely discern a large
diamond solitaire and wedding band on her ring finger.  The soft hairs on
her forearm lightly tickled my hand, which was tightly clutching the
armrest next to her.

   I peered at the woman out of the corner of my eye.  She was sitting in
the seat to my immediate right.  Like me, she was hunched down in the red
vinyl seat, and her legs were spread slightly.  She was wearing a rather
snug light blue dress, which was fastened in the front by a line of white
buttons that extended from top to bottom.  Her large bust strained against
the tight dress, which appeared to be about a size too small for her.  Gaps
were forming between the buttons, through which I could see a white bra.

   She was a bit overweight, and her makeup was applied a bit too thickly,
I guessed to cover the fact that she was past her prime.  All in all,
though, she wasn't unattractive.

   I glanced farther to my right, to her husband reclined in the seat next
to her.  His bright eyes were glued to the erotic scene.  I wondered to
myself how often his wife did this.  How often does she give handjobs to
complete strangers in porno theaters?  I guessed their age at maybe 45.  I
assumed that this was one of the few thrills left in their marriage.

   The woman continued to fervently stroke up and down my now throbbing
erection with her soft fingers.  Her touch was delicate and ticklish, soft
enough to prevent me from reaching an orgasm too quickly, yet firm enough
to maintain a high state of arousal.

   Damn, I was glad I had found this place!  Roxy Video, one of countless
porno shops in Southern California.  I had been in many such shops, rented
videos in a few, but none were quite like this one.  Roxy had a small
X-rated theater that seated somewhere around 100 people.

   I laid my head against the back of the seat, closed my eyes and
reminisced back a couple of months, to the first time I had paid the $10
fee and wandered into the theater.

   The first time I went, on a weeknight, I wasn't too impressed with the
place.  The movie was pretty good - lots of kinky sex and not much idiotic
dialogue, but there were about half a dozen masturbating men scattered
throughout the theater, and most of them seemed to be checking me out.  At
21 years old, I was by far the youngest guy in the crowd, and it seemed
that they were more interested in me than in the hot video playing on
screen.

   It occurred to me that the guys probably were there to pick each other
up.  Sure enough, after about half an hour, a couple of young men down in
the front row apparently made eye contact, and one of them got up and sat
next to the other.  Before I knew it, one of them knelt on the floor -
looked like we had a little gay blowjob action going.  I'm okay with that
whole thing, but it wasn't really my scene, even though I've gotta admit it
was pretty erotic.  I wondered though, if couples ever went there, and I
vowed to go back, maybe on a weekend, to find out.

   I went back a week or two later, this time on a Saturday night.  When I
first walked in, there were about 10 guys.  Well, that hadn't changed much.
But before too long, a slim, blond-haired babe and her boyfriend/husband
slunk in and seated themselves in the middle of the theater.  Instantly,
the whole atmosphere of the place changed.  Within minutes, several of the
guys got up and moved to within three or four seats of the couple.

   I half expected the guy to chase them off, but he didn't - apparently he
and his blond escort were there to see and be seen like everybody else.  I
wasn't sure what they had in mind, but I was tempted to go over and join
the gathering crowd of voyeurs.  I decided to stay put, though, and watched
the movie with one eye (it was, after all, a hot babe getting fucked in the
ass by a hung stud - my favorite scene) and the couple with the other.

   Sure enough, before too long, the blonde's head disappeared from view
below her seat back, presumably to wrap her mouth around the guy's dick. 
Their small audience visibly perked up, and they openly gawked at the
spectacle.  The guy was totally uninhibited by the whole thing - he just
casually kicked back to watch the movie while receiving the blowjob.  I was
sporting a throbbing erection and had almost worked up the courage to go
over and check it out, when the blonde's head reappeared.  She and her
partner casually got up, straightened themselves, and left the theater.

   I had been to the Roxy about half a dozen times since that first visit a
couple of months ago, and I'd seen a lot of hot action.  Plenty of couples
showed up on weekends, and almost all of them ended up having sex.  They
weren't all necessarily very attractive, and some of them were well beyond
middle age.  It didn't really matter to me though - the whole scene was
just so fucking hot!  I got to see blowjobs, handjobs - one couple even
fucked right there on their theater seat.

   The best visits, though, were the instances when the couple would sit
near a guy, or invite a guy over to join them, and the fellow would hit the
jackpot and feel up the woman or become the lucky recipient of a blowjob.
Often, the small crowd of spectators that were drawn to the scene copped a
feel of the lady while she administered to the guy.

   Usually I masturbated to the sights and sounds as I watched the
debauchery.  Most of the other single guys did too, at least those that
weren't sucking each other off.  I've gotta admit, with how horny the place
made me, that it was tempting to let some young stud give me a blowjob,
just to get off by something other than my own hand.  I could never quite
bring myself to do it, but it would have been easy to arrange.

   I was always amazed by the fact that no one ever seemed worried about
being busted by the cops for indecent exposure or something.  One time the
theater owner came in and chewed everybody out, and told them they'd all be
sorry if the cops closed him down.  He said something about getting a room
if they wanted sex.  I figured he must have been talking about a motel or
something - only later did I understand what he was talking about.

   The last trip to the theater had been the best.  On that occasion, two
couples arrived together and took four adjacent seats in the row directly
behind me.  The first couple was middle-aged, but attractive.  The second
couple was about my age, say 20 or 22 years old, and hot.  Within minutes
of sitting down, the two ladies began kissing each other while their
hubbies (and me) watched.

   I, along with a guy in my row and two seats down, watched in amazement
as the older woman pulled the girl's halter top over her ample boobs and
began caressing them.  Soon, she bent down to begin sucking on one of the
girl's pink, erect nipples.  The girl sighed and leaned her head back
against the theater seat as her friend stimulated her gorgeous tits.

   The woman continued to lick and suck on the girl's nipples.  All the
while she stared at me with her big brown eyes, as if to taunt me.  "Look
what I have, and you don't," is what she seemed to be saying.

   The girl, who was sitting directly behind me, was idly stroking the
older woman's brown hair.  Her long eyelashes fluttered as she reveled in
the stimulation being applied to her tits.  Her male friend, meanwhile,
began to caress the inside of her tanned thighs.  The short white miniskirt
she was wearing did nothing to hide her beautiful legs.  Gradually, her
knees opened to allow him access to the hidden treasure between her legs.
My attention was focused on the unfolding sight.  The darkness of the
theater prevented a good view, but I could get quick glimpses past the
man's roaming hand up her skirt whenever the theater screen brightened.

   Soon, a particularly bright and lengthy scene allowed me a full view up
her skirt.  Her knees were now two feet apart, and the man's hand was
eagerly stroking the vee between her legs.  I realized with a start that
she was wearing no panties - I could see the man's fingers rubbing her pink
pussy lips.  Below his probing fingers, I could just make out the crack of
her ass.

   The scene darkened, and the quick flash was again hidden from view.

   The older woman interrupted her tit licking and sat up in her seat.  She
whispered something to the girl - something about getting a private room.
The two couples had a quick consultation, and soon, they got up and left
the theater.

   "Damn!" muttered the guy next to me.  "I wanted to see more...that was
hot shit."

   "Yeah, I know," I whispered woefully.  "Er, do you know what they were
saying about a private room?"

   "Oh, there's about 5 or 6 private rooms down the hall.  They rent out
for like twenty bucks an hour.  There's a VCR and a couple of couches in
'em.  I think most of 'em have gloryholes between 'em too.  Hot stuff, but
they don't rent to single guys, just couples."

   He gave a low chuckle.  "A couple I met here in the theater brought me
back to a room once.  I fucked the bitch in the ass while her hubby fucked
her cunt.  Pretty wild." He sighed.  "I don't know if I'll get that lucky
again."

   Yes, that last trip to the Roxy was awesome.  I loved this place - and
the raw sexuality that was put on public display.  I can get plenty of
"normal" sex.  I'm not a bad looking guy - I go out with women, and have
great sex with a few.  I've been seeing a fellow college student named
Angie who would satisfy every sexual desire of most men.  The thing is, I
have an incredibly high libido, and I'm into kind of kinky stuff,
especially voyeurism.

   I'd yet to meet a girl who was into that kind of thing.  Angie was a
possibility, but I was still working on finding the limits of her
willingness to experiment.  In the meantime, the Roxy provided me with a
great outlet for my wild side.  I guess I'd be mortified if Angie or any of
my friends knew that about me, but I wasn't too worried about it.  Southern
California is a big place, and the chance of being discovered was pretty
slim.

   I was brought back to the present by the sound of a sharp gasp from the
woman in the seat next to me.  My eyes opened, and I realized that a lot
had happened while I reminisced.  She was slouched down a bit further in
her seat, and her legs were splayed open to the delighted gaze of a
gray-haired man sitting directly in front of us.

   The lowest buttons of her blue dress had been unfastened, and the front
of the dress was now gaped open past her crotch.  Her wiry brown pubic hair
was plainly visible, thick and bushy in the vee between her legs.

   Her husband gently stroked her furry pubic mound with his left hand, as
she continued stroking up and down on my cock.  She opened her legs even
further to allow him full access to her hidden charms, even going so far as
to hook one of her slightly pudgy thighs over my own leg.  The invitation
was clear, and, with my right hand, I began caressing her inner thigh,
while her husband continued to feel up her pussy.

   She was moaning softly next to me, clearly eating up the attention being
paid to her body.  Her breasts heaved against her clingy dress.  Through
all of this, my lady friend didn't miss a beat, and she continued the
relentless stroking of my erection.  My cock was an angry purplish-red and
steely hard.

   Her husband unfastened the top buttons of her dress, leaving only three
or four pearly buttons to prevent the dress from gaping completely open. 
He pulled one of her floppy breasts free, pulled the bra to the side, and
began gently sucking on a large, pale nipple.

   "Yes, that's it," she breathed huskily.  "Suck it hard!"

   At the plea from his wife, the man began suctioning with his mouth
against her soft tit.  His cheeks formed a hollow as he applied greater
pressure to the nipple.  The action created loud, liquid slurping sounds
that seemed to reverberate around the theater.  It looked almost painful,
but she was delighted at the heightened sensation.

   "God yes!" she sighed.  "Like that!"

   Simultaneously, the man quickened the pace of his finger strokes on his
wife's pussy, while I continued to idly caress her thigh.  I would have
loved to feel her wetness myself, but I couldn't butt in on the pleasurable
moment the woman was experiencing - I was certain that her husband's
attentions were bringing her to orgasm.

   The pace and pressure of her handjob increased also.  Never had I
thought that being masturbated could be so pleasurable, and I was rapidly
nearing my own climax.  I wanted the sensation to last, but I didn't know
how long I would be able to hold out.

   Despite the eroticism of the scene and my impending orgasm, I half
chuckled to myself.  I was amazed at how lucky I was to be in this
position. Luckier, at least, then the gray-haired man seated in front of
us. With no hint of discretion, and completely ignoring the movie, he was
turned around in his seat, openly gawking at the woman's bushy pussy.  Her
husband, apparently delighted in the interest being shown in his past-prime
wife, spread her legs further apart with his hands to allow the voyeur a
better view.

   The woman began to buck in her seat, humping her pussy against her
husband's stroking fingers.  I could feel her muscular thigh contracting
and quivering where it wrapped around my right leg as her body tensed with
pleasure.  I could hear the squishy liquid sound of the man's fingers in
her juicy cunt, and I caught a faint whiff of her womanly scent.  She was
panting as her orgasm approached.

   "Uh huh, uh huh, uh huh..." she moaned again and again to encourage her
husband on.

   Suddenly, her entire body went rigid, then began bucking furiously as
her climax began to sweep over her body.

   "Oh God!  Yes!  Yes!  That's it!" she cried out with delight as her
orgasm wracked her body.  I looked around the theater - every head in the
place was turned toward us.

   She momentarily eased the grip on my prick as her orgasm reached a peak,
but quickly resumed a much tighter grip than before.  My cock was getting
sticky through a combination of her sweaty hand and my dribbling pre-cum
juices.  I was delighted when she bent down and began licking up and down
my hard prick with her soft tongue.  I thought she was doing that just to
provide more lubrication for the hand job, but I was thrilled to discover
that she had much more on her mind.  She took first the cockhead, then the
first few inches of my shaft, in her lipsticked mouth.

   The moist warmth of her mouth enveloped my pulsing cock, coating it with
saliva.  I groaned when she began pistoning up and down, and I bucked
upward, off my theater seat.  I could feel my cockhead touch the back of
her throat, and she gagged slightly.  She didn't miss a beat though, and
kept sucking like a trooper.  Her husband was certainly enjoying himself.
His prick was short, but thick, and he was furiously jacking off, his mouth
slightly open, as he watched the scene unfold next to him with glazed eyes.

   The woman continued her enthusiastic sucking on my penis, making a
liquid popping sound on the upstroke.  Simultaneously, she pumped the base
of the shaft with her fist.  I ran my fingers through her light brown hair.
It was stiff and sticky with hairspray.

   My arousal was at a fever pitch, and my orgasm was quickly approaching.
"Okay, I'm almost there," I whispered.  I expected her to pull away and
jack me off to my orgasm, but she only nodded slightly and continued
sucking with a fury.  I gasped and bucked my hips off the theater seat as
the first long jet of warm cum shot from my cock.  With powerful spasms, I
ejaculated my sperm into her mouth.  I was amazed to see her gulp most of
it down, although much of my cum escaped past her red lips and trailed down
the side of my cock, flowing onto her fingers.

   The pearly liquid provided lubrication for her furious pumping.  A
second, then a third spurt of sperm spewed forth.

   My orgasm slowed to light spasms, as more cum dribbled onto her now
slowly pumping fist.  She continued to lightly squeeze my prick, milking
out the final drops of sperm.

   She gradually decreased the intensity and speed of the suction as my
orgasm subsided, then released my sticky, softening cock from her mouth. 
She didn't release me completely though - she continued softly licking up
and down the shaft, cleaning up the remnants of sperm that she hadn't been
able to swallow.  She cocked her head and looked up at me with a sly smile.

   Finally, she (and my softening prick) were fully satiated, and she
pulled away, trailing a thin strand of sperm from her lower lip as she did
so.

   My breathing slowed as I reveled in the pleasant afterglow of my orgasm.
The woman looked at me with a satisfied grin on her flushed face.  "Thanks
sweetie," she whispered to me, "that was fun," and then she reached over
and pecked me lightly on the lips.

   "Er, geez, thank you!" I replied.

   "Maybe I'll see you here again sometime?"

   "Yup, you can count on it."

   Then I watched in amazement as she brought her left hand to her mouth
and licked a few remaining drops of my cum off her fingers.  She then
turned away from me, and warmly embraced her husband.  They stayed like
that for several moments, whispering softly to each other.

   I took that as my cue to leave.  I stuffed my soft, sticky cock back
into my pants, and walked out of the theater into the warm May night.  Yes,
I would definitely be back!

   __________

   I couldn't go to the theater the next weekend.  Friday evening was spent
in rehearsals for my drama class' new production, after which I was going
to my Mom's condo for dinner.  Angie and I had plans for Saturday night, so
it looked like the Roxy would have to wait for another weekend.

   The rehearsal was the last practice performance before our premiere the
following weekend.  It was a full-costume dress rehearsal, which was very
exhilarating for me - I especially liked the period-piece costumes and
makeup.  I was accomplished at that element of the theater, and even though
we had specialists in costuming, my director often asked me to provide
assistance in applying the make-up effects to my fellow actors.

   The play was set in the late 1960's, and my role was that of a hippie
musician in San Francisco.  My costume consisted of the tie-dye and beads
of the period, plus I wore a long brown wig complete with short ponytail
over my natural close-cropped blond hair.  A false beard and moustache
completed the look.  I was entirely unrecognizable, even to my closest
friends, when I was in costume.

   The rehearsal went reasonably well, and I knew that we were as ready as
we would ever be for our premiere the following Friday night.  We ran a bit
longer than planned, and when we completed the final scene, I quickly
removed the costume and make-up and dashed off to my Mom's condo for
dinner.

   As usual, I was a bit apprehensive about visiting my Mother - I had seen
her so seldom these past few years.  But my anxiety was gradually lessening
with time, and I was more becoming more enthused about re-establishing my
relationship with her.  Now, with my Father dead, and she having moved back
to Southern California, I had seen more of her this past year then I had
during the entire time since she and my Dad divorced.

   That was nine years ago, when I was twelve.  I never understood the
divorce, and my Dad didn't talk much about it.  He did the best he could as
a single father, raising me during my difficult teenage years.  I was an
only child, which I suppose contributed to my wayward youth.  I always
wished I had a sibling to talk to about it, but in the end, I survived the
trauma.

   My Dad and I had a decent relationship I guess, but I don't think he was
ever the same after the divorce.  He was distant, and buried himself in his
work.  It was never clear to me why my Mom - her name is Joan by the way -
had left town, and why Dad raised me instead of her.  I do know that they
divorced on grounds of her frequent infidelity, but I didn't know the
details.  All I know is that my Mom moved to Texas, leaving me to live with
Dad.

   My relationship with her during that time was kind of rocky.  I did go
out to stay with her in short stints during summer vacation a few times,
but the visits were always awkward.  I think she felt a little guilty about
the divorce, but it wasn't something we could openly talk about.

   Now though, things had changed.  My Dad's long hours at the office
finally caught up to him, and he had died of a heart attack the year
before. Mom moved back to Southern California shortly thereafter, at least
partly, she said, to be near me.  I was 20 years old at the time, and well
able to take care of myself.  Still, I was appreciative that she had
uprooted to be near me again.  Now, a year later, we were well on our way
toward ironing out the problems with our relationship, and I was able to
love her like a son should love his Mother.

   Dinner tonight was a special occasion, because I would be meeting the
new man in her life, some guy named Hank.  I would have liked to see her
get married again after all those years alone.  Maybe Hank was the one?  I
was optimistic that he was good enough for her, but I didn't raise my
expectations too high.

   I arrived at my Mother's small condo in the suburbs shortly after eight,
just a few minutes late.  Hank opened the door, and welcomed me in with a
hearty handshake and a twinkle in his eye.  He was a big, strapping guy,
quite a bit younger than Mom.  He had a dark tan and looked more like a
surfer than the real estate agent that I knew him to be.

   I stepped inside while Hank closed the door behind me.  The aroma of
chicken dinner permeated the condo - Mom had been busy in the kitchen.  I
wondered if her cooking had improved over the years.  Her culinary skills
were not a pleasant memory from my youth.

   Mom came out of the kitchen to greet me with a kiss on the cheek and a
warm hug.  "Oh, Troy, so nice to see you.  How are you?  I see you've met
Hank?"

   "Yup, sure have.  And I'm doing fine.  I brought some wine for you. 
It's white, because I know you're making chicken."

   "Great!" She took the proffered bottle from me and inspected the label.
"Ah, good choice."

   I held her hands in mine and inspected her up and down.  "You're looking
great Mom!" And she was a very attractive woman.  Slim and fit, with a
pretty, lightly tanned face and big brown eyes.  Her light brown hair was
pulled back in a ponytail.  Only a few gray hairs revealed her age.  "And I
like your perfume."

   "Oh stop it Troy." She lightly slapped me on the arm.  "You'll make me
blush!" She looked at Hank.  "See how he spoils me?"

   Hank chuckled.  "Oh, I don't know if I'd call it spoiling you.  Anyway,
I agree with everything he says."

   Mom reached up to tousle Hank's blond hair playfully, and then the three
of us walked together through her tastefully decorated living room toward
the kitchen.

   Despite feeble protests from Hank and me, Mom insisted on completing the
dinner preparations herself, and ordered us to sit at the table and relax.
We took two chairs at the small oak dinette table in the kitchen.  I
sniffed the air appreciatively - dinner smelled great!

   "So your Mom tells me you're a drama student," Hank said to me as he
poured me a cup of coffee from a flowered carafe.  "I was in a few plays
when I went to UCLA." He chuckled.  "Time flies.  That was almost ten years
ago.  Do you have a production in progress?"

   "Yeah, we just had final dress rehearsal tonight.  The play starts next
Friday and runs for two weekends.  Then we're off for the summer."

   "Splendid!  Best of luck."

   He took a sip of coffee.  "Any big plans for the summer?"

   I shook my head.  "Not really.  I've got a part-time job as a waiter
lined up to get some spending money.  I plan on a pretty quiet summer."

   Hank and I chatted about his experiences in the theater, as my Mom
scurried about the kitchen preparing dinner.  She interjected a helpful
comment now and then, but otherwise she let Hank and I break the ice on our
own.  I quickly grew to like him.  It seemed to me that Mom made a good
find.

   As Hank and I talked, I discreetly watched my Mother with admiration as
she flitted about the kitchen with boundless energy.  I guess I hadn't
really noticed before how fit she was - she must have been exercising. 
And, once again, I reflected on how pretty she was for her age, hell, for
any age.  Only a few laugh lines at the corner of her eyes and the few gray
hairs revealed any signs of the onset of middle age.  The wore her hair
kind of long for her age, and the ponytail made her look almost girlish,
further hiding the fact that she was 40 years old.  I wondered, not for the
first time, why she never remarried after the divorce.

   Hank and I hit a brief lull in the conversation, but my Mother picked up
the slack from her position at the kitchen island.  "So how's Angie?" she
asked me.  "Sure would like to meet her sometime.  I mean, now that you two
are getting so serious," she added with a wink.

   "Serious!" I said in mock horror.  "I am NOT getting serious.  Anyway,
you did meet her once."

   "You mean that time at your apartment a few weeks ago?  That was hardly
meeting her - I only saw her for a minute when I was on my way out.  I
hardly even got to talk to her."

   "Okay, okay I surrender," I said with a grin.  "I'll have you guys over
for dinner real soon.  You too Hank."

   My Mom looked at me sternly as she dumped some lettuce into a big salad
bowl.  "I'll take that as a promise." But there was a twinkle in her eye as
she said it.  She began to peel some carrots.

   I rolled my eyes at Hank.  A knowing smile spread across his rugged
face.

   "Troy, I saw that!" scolded my Mother.  She tossed a piece of carrot at
me, hitting me in the leg.

   Hank winked at me, then excused himself to go to the bathroom.

   "Angie sure is a beautiful girl," my Mom continued after he left.  "And
so slim and fit, as I recall.  Does she work out?"

   "Yup, lots.  She does aerobics three times a week." I stooped down to
retrieve the carrot from the vinyl floor.

   "It definitely shows." She began humming softly to herself as she began
slicing the carrots.

   I watched her from my perch at the table as she continued preparing
dinner.  Once again, I marveled at how good she looked.  She seemed to
realize it also - her clothing seemed almost more appropriate for a slim
teenager, rather than a 40-year old woman.  I could understand why a young,
handsome guy like Hank seemed so smitten with her.

   She was wearing a form-fitting peach-colored blouse that accentuated her
breasts.  Odd, but I had never noticed before how big chested she was.  I
wondered if my dear Mother had a boob job when she lived in Texas.  I
sipped my coffee and pondered.

   I snapped back to attention with the realization that she was talking to
me.  "...You know Troy," she was saying.  "I sure am proud of you for
having such a big role in that play."

   "Thanks Mom.  I've really worked hard at it."

   'Now that's a big difference between her and Dad,' I thought to myself.
He thought going into drama was a waste of time.

   I continued my musing.  Even more remarkable, though, were her legs and
butt.  She was wearing white cotton tights that clung to her legs.  Her
legs were slim - not skinny, but mature and shapely.  Her butt was full and
rounded, maybe just a tad wider than when she was young, but still...  No
sign of panty lines either - she must have been wearing thong underwear, I
guessed.  'Do 40-year old women wear thongs?' I asked myself whimsically.
Her smooth rear flexed sensuously as she reached high into a cupboard for
some salad dressing.

   Yikes!  I realized where this train of thought was taking me.  'Troy,
you stupid horny bastard,' I scolded myself.  'Knock it off!

   Hank returned from the bathroom, and he and Mom began to set the table.
I put my weird thoughts out of my head for the rest of the evening, and the
three of us had a great dinner and pleasant conversation.  I got home after
midnight, exhausted after a long day, and slept like a baby.

   ___________

   I had my planned date with Angie the following evening.  I was excited
about seeing her.  We had met at a campus fraternity party a few months
before, and had been dating ever since.  I didn't envision a serious,
long-term relationship with her, but I definitely enjoyed her company. 
First of all, we had a lot of common interests and her cheerful, easy-going
personality was so refreshing.

   Not only that, but she was gorgeous, by far the best-looking girl I had
ever dated.  She had medium length blond hair, just a bit lighter than
mine, and beautiful big, blue eyes.  She was short and petite, which isn't
usually the body type that I'm most attracted to.  With Angie, though, I
wasn't complaining.  She was an aerobics fanatic, and had the tanned,
muscular body to prove it.  The complete package was so sexy, with her
small but pert tits and tight little ass.

   Perhaps the best part of our relationship was the hot sex.  We had
sweaty, uninhibited sex on our first date, always a bonus as far as I'm
concerned.  Her sexual appetite matched mine, and the sex had done nothing
but improved since that first time.

   Unfortunately, she did not live full-time in Southern California.  Angie
was from Boston, and was only attending school here.  She would be heading
back East for the summer, which was going to leave me high and dry for
three months.  Just when things were really heating up too.

   A few weeks before, I had discovered that Angie liked anal sex almost as
much as I did.  Her asshole was so small and tight that it's fortunate that
my prick is only of average size.  Any bigger, and I'd never fit.  The
tightness and sensation was unbelievable - when I slid my prick into her
rectum that first timed, she clenched her muscular asshole in a way that
drove me crazy with lust.  I was coming within minutes.

   Despite all that, I wondered just how wild Angie was capable of getting.
I didn't know if she could keep up with my unusual needs.  My visits to
Roxy Video sustained me partially, but I was coming to the realization that
my erotic tastes quite possibly had no bounds.  The voyeurism and
exhibitionism, as well as the wanton group sex I had seen, and now
participated in, at Roxy were stimulating me to a level that Angie might
not be able, or willing, to satisfy.

   The group scene, in particular, was so exciting.  Every guy fantasizes
about participating in a threesome.  Well, I had experienced pretty much
that very thing the week before.  The big question was whether or not that
was a side of my sexuality that I could ever get Angie to understand.  I
fantasized about bringing her to the dark theater and watching as she
exhibited herself to the other men there.

   But, I decided that I needed to take it slow and gradual to determine
the limits of Angie's sexuality.  I might totally screw things up if I
rushed her into something she wasn't ready for.  So I formed a modest plan
for this evening to explore those limits.  Prior to picking her up for
dinner, I stopped by the Roxy to select some video entertainment for later
in the evening.

   Angie and I had a festive dinner.  We decided to avoid talking about the
fact that she would be heading back to Boston soon.  We chatted and laughed
merrily at the restaurant table, but I was so horny that my mind wasn't
completely there.  I was eager to get back to my apartment to put my plan
into action.  The main "problem" was with what Angie was wearing.  She was
never shy about showing her body, but her clothing selection was more
revealing than anything that I had ever seen her wear in public.  She wore
a short, clingy black skirt, which revealed her slim, tanned legs up to a
point only a few inches below her crotch.  She was wearing no nylons or
pantyhose, and with those legs, none were necessary.  She had on a matching
black tubetop, which revealed a bare washboard midriff and golden-brown
shoulders.  I didn't think she was wearing a bra underneath, since I could
clearly see the outline of her nipples pressed against the tight fabric.

   I had to hide my erection the whole evening, and I obviously wasn't the
only one who was titillated by her - our handsome college-age waiter was
being particularly attentive to us.

   At one point, I pointed this out to Angie.  "Our waiter sure is checking
you out," I said with a smile.  "Every time he comes to the table, he's
looking at your legs.  What's he seeing down there anyway?"

   "What's the matter Troy?" she asked teasingly.  "Jealous?"

   "No not really." Then I continued with a wink, "You can let him have
some if I go first."

   She looked at me with smoldering eyes, and licked her lips with her pink
tongue "Well you know what they say - two are better than one." She started
giggling, and I laughed with her, unable to continue the charade.  Soon,
the moment passed.  But I thought to myself, 'Hmm, that was an interesting
comment.  What did she mean exactly?'

   Finally, we finished dinner.  I hurried Angie through her third whiskey
sour of the evening, and we left the restaurant.  I tried to stay near the
speed limit as I drove her to my apartment, but it was difficult - my
erection was throbbing, and the sight of her smooth legs stretched out next
to me wasn't helping the situation.

   When we arrived at my apartment, I mixed Angie another whiskey sour to
keep her mellow buzz going, and brought it to her as she sat on my
overstuffed sofa.

   "I've got a surprise for you," I said, as I walked to my entertainment
center.  I inserted a tape in the VCR, the one I had picked up earlier at
Roxy Video.  "Just a little something to spice things up."

   "What is it?"

   "You'll see," I replied with an evil grin.  I grabbed the remote and
clicked the play button, then joined Angie on the sofa.

   Angie poked me on the arm.  "You dirty little devil.  This is a porn
tape."

   She was stating the obvious.  Explicit ads for phone sex numbers were
starting to roll across the television screen.

   "Yeah well, what can I say?  I don't know if you like them or not, but I
thought I'd take a chance." I watched her carefully for her reaction.  Her
eyes were fixed on the television.  I don't think she even heard me - a
good sign.  So far so good.

   "Have you ever seen a porn video?" I asked.

   She hesitated a moment.  "Sure, I've seen a few.  They're okay.  What's
this one?"

   "It's um, The Best of Amateur Adventures, or something like that." The
movie was a good one.  I'd actually seen it before, and picked it out for
this evening because the scenes were hot, and the amateurs were
good-looking and really into the action.

   "Amateurs, huh?" she smiled.  "I think all the X-rated videos I've seen
before had porno stars."

   We nestled down side by side on the couch, watching the video.  I sat
with my arm around her warm shoulder, idly stroking her shiny blond hair. I
interrupted our viewing only occasionally to keep her drink filled.

   The movie consisted of various erotic couplings - with lots of
threesomes and foursomes, and even one orgy scene thrown in for good
measure.  There was a variety of sex - anal, oral, lesbianism...  I wanted
to get Angie's reaction to all of it.

   "How do you like it?" I asked at one point.

   "Mmmm, this is hot," she murmured.  She seemed transfixed by the erotic
scenes on the television.

   "The movie is hot, or you're hot, or both?"

   She laughed.  "Both.  Definitely both." She glanced down at my lap. 
"Looks like you're getting there too, tiger."

   She was right there.  My erection had tented out the front of my slacks
in pretty obvious fashion.  Angie snuggled closer against me and reached
down to begin rubbing my crotch.

   I reciprocated by massaging her erect nipple through the tight fabric of
her top.

   "Ooh, that's nice," she whispered.

   We continued to watch the video.  The current scene was set in what
appeared to be a seedy motel room, and featured a young Latino couple and
an older Asian woman.  The man was lying on his back, while the Asian
squatted over him, leaning backwards toward him with her weight resting on
her hands.  Her legs were splayed open, knees bent.  He was fucking her ass
in this position, as the Latino woman kneeled between her spread legs and
licked her gaping pussy.

   "Oh wow," said Angie, as she shifted on her seat.  "Check that out." She
arched her back slightly, pushing her breasts into my roaming hands.  I was
still massaging them through her blouse.  I figured it was time to get a
little better access to her small, shapely tits, so I tugged and stretched
the front of her top up and over the pert tits, exposing them to my
wandering hands.  My observation during dinner had been correct - no bra.

   She was right - it was definitely a hot scene.  "Yeah, pretty wild," I
agreed.  I decided to risk it a little.  "I wouldn't mind being that guy.
But I've never done anything like that."

   I began rubbing her exposed nipple in small circular motions, coaxing it
erect.

   I paused.  "Have you?"

   "Oh, well..." Angie blushed a bit.  "Sort of."

   My heart began to race.  This I had to hear.  But I had to prompt her.
"What do you mean, sort of?"

   "I don't know if I want to tell you.  I mean, it's kind of
embarrassing."

   She tried to distract me by unzipping my slacks to free my cock.  I
helped her out a bit by sliding them down and off my legs.  Nothing now
between my erection and her wandering hands but a pair of cotton briefs.

   "Angie, when it comes to sex, nothing can embarrass me.  You can tell
me." I gently squeezed each of her nipples in turn, exactly how I knew she
liked it.

   She softly sighed with pleasure, then continued.  "Well, it was a couple
of years ago.  It was right after I graduated from high school.  Anyway, me
and my boyfriend at the time went out on a double date with his best friend
and a girl he was seeing." She paused.  "Oh gosh, I don't know if I want to
tell you this."

   "C'mon," don't be embarrassed.  Tell me." My hand began wandering down
her flat stomach.  I could feel her skin tremble beneath my touch.

   "Um, we went on a date, and ended up back at my boyfriend's parents
house.  We'd had a lot to drink, and ended up playing a game of strip
poker." She paused and took a long pull from her whiskey sour.  "Anyway,
one thing led to another, and we all ended up naked together.  Another
thing led to another thing, and we eventually ended up having sex."

   She had begun tugging my underwear down my legs.  My prick sprang free,
and she cupped my hairy scrotum in her hand, caressing it lightly.  It
tickled, and my balls quivered.

   I swallowed hard.  "You mean, all of you?"

   She nodded.  "It...it wasn't that big of a deal.  We were drunk and just
having a good time.  It was kind of fun though." Her red polished
fingernails were brushing through my pubic hair.

   My hand wandered lower.  I lightly caressed the soft, supple skin of her
upper thigh, just beneath the hem of her miniskirt.  She closed her eyes
and focused on the sensation of my soft touch on her leg.

   "So, like, what did you do?"

   "Well, both guys fucked both girls, and then..." She gulped, debating
whether or not to tell me more.  Her cheeks flushed a deeper pink, and her
eyes were still closed, as if in a trance.  "Then me and the other girl
kind of got it on."

   Oh my God!  This was like a dream come true!  I never knew this about
Angie.  "Did you like doing that?" My voice was quavering slightly with the
shock of her statement and my own lust.

   She grasped my hard cock and began to delicately stroke up and down.

   "Oh, kind of.  It was fun, I guess.  We didn't really do all that much.
We licked each other's boobs some.  I think I was a little bit braver than
she was - I licked her pussy a little bit.  She didn't do the same to me,
but that was okay." She giggled a bit.  "I know the guys liked it."

   Angie's cheeks were now apple-red, whether with embarrassment or lust or
both, I couldn't tell.  My hand traveled up the warm, satiny skin of her
inner thigh, under her skirt, until my fingertips came into contact with
her panties.  I brushed across her mound, feeling the damp warmth emanating
from her pussy beneath the thin fabric.

   She slumped down in the couch and spread her legs to give me free access
to her hidden treasure.  With one hand, she pulled the hem of her skirt up,
wiggling her butt as she did so, until the skirt was bunched up around her
waist.  Her black silk panties were exposed to me.  Her other hand
continued to softly massage my erection.

   She resumed jacking me off as she completed her narrative.  "Anyway,
that was that.  We never did it again.  That's the only time I ever did
anything like that."

   I was stunned by the story.  When your girlfriend tells you she's licked
another girl's pussy before...  I was so horny I thought I was going to
faint.

   "Angie, I've gotta tell you - that is so hot!" My fingers were wriggling
beneath the elastic leg band of her panties, trying to gain access to her
pussy.

   "Yeah, I know that guys really get off on that."

   I began to kiss and lick her ear lobe, something that I knew drove her
crazy.  She shivered, and gasped with pleasure, cocking her head to one
side to expose her long neck to me.  She was still holding my erection, but
she wasn't jacking me off any more.  She was too focused on the pleasure I
was giving her.

   "Have you ever considered doing it again?" I whispered into her ear.

   "Oh, I don't know.  Who knows?  Anyway, you're all I want and need right
now."

   Well, not quite the answer I was hoping for, but on the other hand, she
didn't completely close the door to the idea.

   My fingers had finally made it beneath her tight panties, and reached
the smooth, wet folds of her outer pussy lips.  Her cunt was sopping with
juices, and I began to circle around her clit with the tip of an index
finger.

   "Ohhh," she moaned.  "I don't know if I can stand it.  You're teasing
me."

   I grinned.  "Tell you what.  That girl didn't eat your pussy, but maybe
I can make up for it." My pants and underwear were bunched around by
ankles. I kicked them off and knelt down on the living room carpet between
her legs.  Angie spread them further apart, and placed her feet on my
shoulders to support herself.  Her panty-clad crotch was spread wide open
to my smoldering gaze.

   Her panties matched her black skirt in color.  I immediately saw that
she was actually wearing a thong.  Only a narrow strip of material covered
her pussy, the location of which was revealed by a faint wet spot that had
soaked through the silken fabric.  Several blond pussy hairs peeked out
beneath each elastic leg band.  The material narrowed to a thin string
where it disappeared into the crack of her ass.  With the fingers of each
hand, I spread her butt cheeks apart to inspect her tight little asshole,
half hidden by the string.

   But first things first.  I pulled the taut fabric to one side to expose
her wet, shiny cunt lips.  Her pink clit was protruding slightly from
beneath its fleshy hood, providing an inviting target for me.  A small drop
of pearly cum was seeping out of her cunt.  I watched, fascinated, as it
oozed downward, and disappeared into the crack of her ass.  I breathed
deeply of her pungent aroma, then extended my tongue and touched it to her
clitoris ever so lightly.  I was rewarded by a soft groan from Angie.

   I slowly licked up and down her pussy lips, lapping at the musky liquid
as it flowed from her dark tunnel.  I only infrequently stopped to lick at
her clit, because I could tell that Angie was already close to coming - I
think the movie had really had an effect on her.

   "Oh God Troy, you're teasing me.  I need to cum.  Please!" She clutched
the back of my head and pulled it into her pussy.  My mouth and nose were
buried in her aromatic crotch.

   She sounded so pitifully desperate for release that I had to oblige.  I
took her clit between my lips and sucked lightly, while at the same time
stabbing my tongue against it.  That was all it took.

   "Oh yes, oh yes, OH YES!" She cried over and over with each thrust of my
tongue.  Then, with a sharp breath, her body tensed, and she was lost in
the throes of her orgasm.  She moaned loudly, as she frantically bucked off
the sofa to slam her pussy against my face, smearing my chin and mouth with
her warm juices.

   I held on for the ride, and tried to maintain contact with her heaving
pussy.  Her spasms gradually subsided as she came back down to earth.

   "You lick me so good," she murmured, staring at me with glazed eyes,
"but now I want you to fuck me!"

   I didn't need any more invitation than that.  Kneeling in front of her,
I placed my cockhead against her sodden pussy lips, paused briefly, then
plunged to the hilt in one slow, smooth motion.

   "Oh yeah, that's it," she encouraged.  "Fuck me hard!"

   And so I did.  It was an awkward position, kneeling on the floor like
that, but I pistoned in and out of her slippery pussy like I had never done
before.  I was so charged with lust after watching the movie with her that
I cared about nothing but coming as quickly as possible.  I slammed in and
out of her pussy with fury, desperate to achieve my orgasm.  My balls made
a liquid slapping sound against her as I thrust back and forth.

   Angie bucked her hips off the couch, matching me stroke for stroke,
hoarsely whispering encouragement to me.  To aid her, I grabbed her firm
ass cheeks and pulled her into me with each thrust of my hips.  I curled my
fingertips into the sweaty crack of her ass.

   The intensity of our bucking increased rapidly.  With a final cry of
pleasure, I savagely pushed my cock deeply into her liquid cunt and held
there, as my cock erupted its semen deep inside her in spurt after spurt.

   I fell forward onto her, breathing heavily with exhaustion.  Not for the
first time, I said a silent prayer of thanks for my luck in finding this
hot woman.

   _________

   The premiere of the play the following Friday night went pretty well.  I
screwed up a couple of lines, but all in all it wasn't a bad performance. I
was pumped up and a little horny afterwards, but Angie was studying for
final exams.  So, with nothing else to occupy my time, I decided to check
out the Roxy.

   The theater was nearly empty - there were only about half a dozen men
scattered about.  One guy in my row, and about five seats to my left, had
his prick exposed and was lightly rubbing it up and down.  Out of the
corner of my eye, I could occasionally see him spit on his fingers, then
rub the spittle on to his dick to keep it lubed.  I could hear the wet
sticky sound his hand made as he masturbated.

   He was a young, good-looking guy, and his prick was enormous.  I
couldn't help but look, but I tried not to be too open for fear of enticing
him to come over and join me.

   The movie was making me horny, and I desperately wanted to masturbate.
But I was afraid that would provide encouragement to my neighbor down the
row.  That, plus the fact that there were no couples tonight, helped me
make up my mind to leave.  I was just about to get up from my seat when I
heard the back door of the theater squeak open behind me.  I (and every
other man in the place) glanced over my shoulder, and saw a couple enter
the theater, silhouetted in the glare from the brightly-lit hallway
outside.

   'Hah', I grinned to myself.  'Finally, some action'.

   Other than the fact that he was a big guy, and she was a little shorter
and dressed in a short skirt, I couldn't get a good look at them.  I hoped
that they would sit near me, but no dice.  They paused in the back of the
theater to allow their eyes to adjust to the semi-darkness.  Then, as I
watched with disappointment, they slowly made their way down the aisle,
halted about midway, and consulted each other on where to sit.  They picked
a row that was occupied by a very lucky guy about my age, and began to
shuffle down the row of seats toward him.

   At that moment, the scene from the movie brightened, and I could get a
good look at the couple in profile.

   My eyes widened in shock, then closed tightly in disbelief.  "It can't
be," I muttered to myself.

   Cautiously, I opened my eyes again, and squinted through the darkness
toward the couple, as they chose their seats next to the lone man.  I saw
the woman's brown hair shine in the glare from the movie screen.  She
briefly looked toward the back of the theater.  There could be no question.
That was my Mother and Hank!

   My heart was pounding wildly in my chest.  "This just can't be!" I
thought.  "My Mother goes to porno theaters?!"

   But the more I thought about it, the less unlikely it seemed.  Here she
is, divorced and single, with a new hunky boyfriend, still young and sexy.
Why not?

   'Okay, I can accept this,' I thought, 'but I really need to get out of
here, before it gets too freaky.'

   But for some reason I couldn't move.  The whole notion of this had me
too blown away.  I did, however, have the presence of mind to slouch in my
seat so that they wouldn't see me.  They were about 20 feet away, and
almost directly in front of me, so the chance of them spotting me was slim.
I had to be careful though.

   My pulse was slowing considerably as I settled back in my seat. 
Although I was beginning to accept the fact that my Mother and her new
boyfriend go to porn theaters, a new question was creeping into my mind. 
What exactly were they doing here?  All of the couples I'd ever seen in the
theater were there to have sex in front of the other theater patrons, or
even to have sex with them.  Could that be what my Mom and Hank had in
mind?

   I realized now that my Mother was sitting right next to the only man in
their row.  It HAD to be!

   I was totally oblivious to the movie.  My eyes were glued to the scene
toward the front of the theater.  Mom and Hank snuggled together, his arm
around her shoulders.  The man next to them openly looked their way,
wondering if this would be his lucky night.  Others in the theater were
wondering the same thing.  A man in the row in front of them slid down a
couple of seats so that he was directly in front of my Mom, hoping to get a
peek at some live action.  I knew exactly what was on his mind - I had done
the same thing many times before.

   I sat there pondering this weird turn of events for about ten minutes.
So far, nothing was happening, and I breathed a little sigh of relief. 
Apparently, they were just checking out the movie.  I decided I needed to
make my escape before they decided to leave.  They would discover me for
sure if that happened.

   But wait a minute!  There was something going on!  I leaned forward,
tightly gripping the armrests, and tried to penetrate the gloom.

   Once again, the screen brightened, casting a harsh light throughout the
theater.  Mom was leaning her head against the back of her seat, with her
face pointing upward toward the ceiling.  Hank was partially turned in his
seat toward her.  He still had his left arm around her shoulders, but his
right...  Yes!  I could see that his right arm was extended toward my
Mother.  The upper part of his arm, I could see, was jostling to and fro. I
glanced to their left, and the guy in the seat next door was ogling my Mom.
The man in front of them was turned around in his seat, gawking at the
debauchery.

   Hank was frigging her!  He had to be!  My aching cock was bent painfully
inside my jeans.  I plunged my hand down my pants to adjust it toward a
more comfortable position, and kept it there, idly stroking my erection as
I watched the unfolding scene.

   They didn't continue for long though.  They apparently had a lot more in
mind.  Soon, Hank stopped his probing and eased his arm away from her
shoulders.  Immediately, my Mother leaned down to her left, and her head
disappeared behind the seat.  She was blowing the stranger next to them!

   Oh shit, this was too much.  My Mom was no different than all the other
horny sluts at the theater.  Just like me and everyone else, she and Hank
went there to get their kicks in front of, and with, other people.

   I wanted to bolt from the theater before it was too late, but my raging
hormones were begging me to pull out my cock and jack off to the hot scene.
My sensible self finally won the internal argument though, and with sheer
force of will, I tore my eyes away from them, left the theater, and raced
toward my car.  As soon as I was sitting behind the wheel, I unzipped my
pants and pulled my throbbing erection through the fly.  With five or six
quick strokes of my fist, I shot my hot cum in several powerful spurts onto
the dashboard of the car.

   ______

   I thought almost constantly the following week about what I had seen at
the Roxy.  I hoped to have one last sweaty fuck with Angie on Friday night,
but she was having her period - just my luck.  She was heading back to
Boston for the summer the next morning, so it looked like I had a
three-month wait.

   On the bright side of things, we knew that our relationship had
progressed far enough that there was no danger of our three-month
separation coming between us.  Nevertheless, I was saddened by her
impending departure.

   I drove Angie to the airport the next morning, then spent the rest of
the day moping around the apartment.  I already missed her.  I threw on a
pair of old shorts and a tattered tee shirt, and started to do my
once-per-year dusting of the apartment.  I thought the mindless tedium
might help ease my depression, but it didn't really work out that way.  I
couldn't understand why I was in such a funk - three months just isn't that
long, and we would, after all, be able to talk on the phone as often as we
wanted.

   I think I knew why my mind was playing games with me.  It was my Mom.  I
came to the realization that I did have a problem with what I saw her and
Hank doing.  Was it jealousy?  Anger?  I couldn't sort it out.  I kept
conjuring up the vivid image in my mind of her sucking off that stranger in
the seat next to her.  That's NOT what Mothers are supposed to do!

   But I also knew that she needed to live her own life however she saw
fit. Anyway, what gave me the right to have public sex with strangers but
not her?  Or anyone else for that matter?  She was after all, a beautiful
woman with a zest for life.  What's the problem?

   'Yeah, I can deal with this,' I thought to myself.  I took a deep
breath.

   I actually smiled as I thought more about it.  It was just so wild!  I
half-wished that I could have been closer to see it.  And what happened
after I left?  Did she let him cum in her mouth?

   Hank must have felt pretty lucky to have such a lusty woman.  I could
now fully understand the age difference.  With her looks, plus the fact
that she was obviously into pretty wild sex, she could have any man.  I was
glad that he was a nice guy - someone could really take advantage of her if
she wasn't careful.

   I felt a glow of protective love for her.  She was my Mother, and I
loved her dearly, regardless of her sexual habits.

   I wondered if she had developed her kinky side before or after my dad
and she divorced.  It had to be after - I just couldn't imagine my Dad
getting into that scene.  He was a conservative corporate bigwig before he
died, for God's sake.  No, this must be a relatively new phenomenon.

   I swabbed some lemon Pledge onto the entertainment center, and wondered
what kind of sex she and Hank were into, other than their little sojourns
to the Roxy.  They were obviously into some kinky stuff.  I ticked through
my mental list.  Let's see, public sex, exhibitionism, oral sex.  Every
thing else was a mystery, but who knew where it ended?  Anal?  Group sex?
Orgies?

   I finished the dusting, and grabbed a beer from the refrigerator.  I lay
down on the couch, turned on the television for some background noise, and
let my mind wander.

   Probably just about all the couples at the Roxy were into group sex or
swinging or something like that.  I mean, that's kind of what the theater
scene there was all about.  Could it be that Mom and Hank had sex with
other people regularly?

   My mind drifted.  I sipped the beer and pictured my Mother.  I thought
back to dinner at her condo a couple of weekends before.  Yep, she was
definitely a sexy lady.  Those white tights she had been wearing!  I
remembered the appreciative looks that Hank kept throwing her way.

   And the way they were molded to her ass!  I knew a good butt when I saw
one, and hers was as fine as they came.  And another bonus - no panty lines
whatsoever.  The sexy clothing was kind of a new thing with her too.  She
didn't exactly dress conservatively when I had seen her this past year, but
nothing she wore was really very provocative either.  The white tights were
definitely meant to flaunt her body.

   What, I wondered slightly guiltily, did she look like underneath?  It
would be nice to see, I mean even if was my own Mother.  No harm in
looking. Doesn't every boy fantasize about seeing his Mother naked?

   I guzzled the rest of the beer and set it down on the floor next to the
couch.  I put my hands behind my head and gazed at the ceiling.

   The peach blouse had been something else too.  I thought back to how
large her breasts seemed, unlike what I remembered from the past.  At one
point during the evening, I recalled seeing the sharp points of her nipples
pressing against the fabric, despite the fact that she was obviously
wearing a bra underneath.  She must have long, firm nipples.  I bet Hank
has a great time sucking on them.  Did I breast-feed from them when I was a
baby?

   The front of my shorts was tenting.  My dick was getting hard from all
these thoughts coursing through my brain.  I shook my head with
exasperation.  Better get a grip Troy, I told myself.  Don't be a jerk!

   I ambled to the refrigerator for another beer.  I thought briefly about
going to the Roxy, but that was out.  What if my Mom and Hank were there
again?  It wasn't likely that they'd go two weekends in a row, but you
never know.  Then I had a rueful thought.  I might not be able to go there
ever again.  Maybe that was the first and only time they went there, but I
couldn't take any chances.  Fuck!  With a heavy sigh, I sat forlornly on
the sofa.

   I glanced over at the television.  A shaving commercial.  I reached for
the remote to find something better when, like a flash, a wild thought came
into my head.  Shaving.  Moustache!  The play!  Why not disguise myself,
like I do in drama school?  With a wig, beard and moustache, plus my
makeup, I'm unrecognizable.  That way I could still go to the Roxy, and if
Mom and Hank were there, I could just leave.  They'd never know it's me.

   On the other hand, I wouldn't really have to leave if they showed up. 
Wouldn't it be fun to watch them?  I shook my head, and took a swig of
beer. 'No Troy, put that thought out of your mind right now,' I scolded
myself.  'If they're there, you need to split.'

   But I could watch for just a little while, just to see what happens,
couldn't I?  I screwed my eyes closed in frustration.  Fuck it, I told
myself, whatever happens, happens.  Take it one step at a time.

   It seemed crazy, yet plausible.  Hell, I had to try it.  I leapt off the
couch, threw on some Dockers and a dress shirt, and headed for campus.

   I spent about two hours in the makeup room.  Usually, I can put on the
disguise and makeup in half the time, but there's a big difference between
effective theatrical makeup that's worn on stage, versus makeup that needs
to work in close proximity to other people.

   I used a similar getup to what I wore in the play, except for the wig.
The one I used on stage was kind of ratty, and didn't fit me quite right
anyway, so I took some time to rifle through the wardrobe room until I
found a better one.  It was long and dark brown with a ponytail, and fit
perfectly.  The moustache was a little easier, and I carefully applied it
with adhesive.  I would have gone with a beard, but we didn't have any that
fit properly.  They were hard to do well anyway.  I opted instead for a
little dark makeup on my jowls to give the appearance of faint five-o'clock
shadow.  I used a dark pencil to color in my eyebrows.  Finally, for good
measure, I inserted some colored contacts.

   I gave myself a critical once-over in a full-length mirror.  Awesome. 
"Man, I'm good at this," I said out loud.  No one, not even my own Mother,
would be able to recognize me.

   I was no longer a clean-cut, blue-eyed blond.  I was now a more rugged
looking guy with dark brown hair and brown eyes.  The wig, moustache, razor
stubble - it all worked perfectly together.  And the baggy cotton slacks,
which I rarely wore, completed the disguise beautifully.

   I said a silent prayer of thanks that our director bought good stuff.  A
cheap wig and moustache wouldn't have worked at all, but the costuming that
we used was professional-grade.

   At last, I was ready.  I closed and locked the wardrobe room and left
for another night at the Roxy.

   Unfortunately, it was a slow night, and I left after a couple of hours
of sheer frustration.  There was a fat couple up in the front row, but they
were quickly surrounded by too many onlookers for me to find a closer spot.
Besides, they weren't exactly attractive.  Even the movie was shitty.

   Not that there weren't any "opportunities" to get off though.  At one
point during the evening, while I was idly stroking my semi-erect cock, an
older guy in a business suit approached me.  He sat two seats away,
promptly pulled out his dick and began masturbating.

   I could see out of the corner of my eye that he frequently looked in my
direction.  Finally, he leaned closer to me and whispered, "Hey buddy, want
me to help you get off?"

   I glanced his way, and watched as he licked his lips, all the while
shaking his short, but thick, cock.

   Not a bad looking guy, but I still couldn't bring myself to do that.

   "No.  Sorry," I mumbled.  "I was just getting ready to leave." And with
that, I tucked my cock into my slacks, and left the theater.

   I reflected on the visit on the way back to the campus.  I was pretty
disappointed with the Roxy tonight.  No couples, no decent action - getting
made-up had been a waste of time.  At least the makeup seemed to be
working, I thought.  I apparently didn't look like a weirdo, or that guy
would never have propositioned me.  I vowed to try again the following
weekend.

   And so I was back in the theater, in disguise, the following Saturday
night.  The place was hopping - when I got there, there was a knot of about
six to eight people huddled together near the middle of the theater, a sure
sign of some hot action.  A few of them looked toward me as I walked in to
make sure I wasn't a cop, then went right back to their activity.  I
watched them from the back of the theater for a while.  I could see a
longhaired blond kneeling in her seat as she sucked off some lucky stud
sprawled in the seat next to her.  Another man had her ass cheeks spread
open as he licked her ass.  The rest of the small group was watching and
masturbating.

   I considered joining them for awhile, then decided to take a seat in the
back row of the theater.  I wanted to know if Hank and my Mother walked in,
something I might not be able to do if I sat in front.

   Despite the fact that I was sitting in the back, I had a pretty good
view of the action.  The blond was obviously enjoying the attention - I
could hear her soft moans of pleasure during the quieter scenes in the
movie, along with the licking and suctioning sounds of her tongue on the
guy's prick.  I unzipped my slacks, pulled out my hard-on, and alternated
between watching the movie and the live orgy.

   Man, they were hot!  The man who had been licking her ass soon stood up
behind her, dropped his pants and underwear to his ankles, and pressed his
erection into her.  I was amazed - I had seen people fucking before in the
theater but never quite so openly.  I picked up the pace of my fist as I
jacked myself off.

   "Looks like they're having fun, doesn't it?" My God, that was a familiar
voice!  I looked up to my right, and there standing at the seat beside me,
and looking down at me, was my Mother, with Hank in tow right behind her. I
hadn't heard anyone come in, and now here they were!  And about to sit down
next to me!  Oh fuck.

   I was paralyzed in my seat, and I'm sure my face went white.  My heart
raced furiously, and a cold sweat broke out on my brow.  I wanted to bolt
from the theater, but I was frozen in place.  Here I was, jacking off in
front of my Mother!

   What to do, what to do?  Now she's sitting down next to me!  Fuck, fuck,
FUCK!

   'But wait, she doesn't know it's me,' I thought, my mind racing
furiously.  Relax Troy, dammit!

   I realized that she was waiting for me to respond to her question, but I
couldn't even remember what she asked.  In any case, I don't think I could
have spoken.

   She waited momentarily for an answer, but when it was obvious that none
was forthcoming, she shrugged and said, "Well, it seems like the cat's got
your tongue.  That's okay.  I'm going to take a seat if it's okay with
you."

   "Uh, sure," I finally managed to croak.  I quickly realized that I'd
better not talk too much, or she would recognize me for sure.  Damn, this
was one eventuality I hadn't considered.  But how was I supposed to?

   I watched, mortified, as she settled in to the seat next to me.  Her
eyes flickered toward my crotch, where my fist, now white and sweaty, was
tightly clenched around my erect prick.  Her lips curled in amusement. 
"Looks like you're having a good time too," she said slyly.  "But you must
be lonely back here by yourself.  Hank here," she paused as Hank waved by
way of introduction, then continued, "Hank and I thought you might need
some company.  Hope you don't mind.  I'm Joan by the way."

   I had to respond somehow, but I'd have to disguise my voice - should be
no problem with my theatrical training.  I searched my mental catalogue of
voice coaching I'd received, and decided I'd speak in a low voice with a
slight drawl, something that was easy to do.

   "Uh, not at all Joan," I said in my new low voice.  "Nice to meet you."
I was relieved that I was able to speak, even though my voice was a bit
shaky with nerves.

   Hank and my Mom settled in to watch the movie, and the erotic display by
our fellow moviegoers down front.  They began whispering to each other, and
I was relieved that they appeared to be ignoring me.  Time to make an
escape out of this awful situation.

   My cock was softening, thank God, and I began tucking it back into my
pants.  But my Mom had other ideas.  Out of the corner of my eye, I saw her
head turn toward me.

   "Oh, don't go," she whispered.  "We didn't mean to scare you away!  Sit
here with us for awhile." Her voice became soft and conspiratorial as she
looked into my eyes.  Thank God for the darkened theater!  "Maybe we could
have some fun," she said huskily.

   And with that, she reached over and began to softly rub my crotch, all
the while looking at me pointedly.  I closed by eyes in sheer terror.  This
was going all wrong!  I silently cursed myself for being so stupid as to
allow this to happen.  'If I just get up and run right now,' I thought, 'I
can put this behind me and never think about it again.  No one will ever
know.'

   But I couldn't move.  Down in the prehistoric depths of my brain, raw
hormones had taken over my horny, wired body.  My cock responded to her
gentle touch, and I was utterly helpless, overpowered by the sensations in
my groin.  Encouraged by my response, Mom unzipped my fly and gently pulled
my erection into the open.

   "Ooh," she whispered.  "No underwear.  I like that."

   My mind raced.  I couldn't let this continue.  But I knew that I was
powerless to prevent it.  My emotions were reeling with thoughts of love
for her, like a son should love a Mother, versus the sexual thoughts I had
about her a few weeks before.  Ultimately, though, the sexual feelings won
out, and I told myself that I would just let it happen, and that would be
that.  I could just watch to see what happens, maybe get a voyeuristic
thrill, and then leave.  Eventually, I'd forget about it, and my Mom, and
no one else, needed to know.

   My prick grew to full size in her soft hand.  "There, that's better,"
she whispered.  "You have a nice cock."

   I closed my eyes briefly, desperately wanting not to look.  But I
couldn't resist - I quickly opened them again to watch her play with my
erection.  Her fingers were warm and soft, and she touched me with a
feathery stroke, first around the head, then lower down the shaft, and then
up again.  My cock was turning deep red and was pulsing in sync with my
heartbeat.

   Hank was not idle through all this.  His excitement quickly grew as he
watched his partner play with a "stranger's" erection.  His right hand was
soon wandering up and down her tanned legs, gradually pushing her black
leather skirt up her bare thighs.  She spread her legs slightly to allow
him freer access.

   Mom and I were not being ignored by the other theater patrons either. 
Like circling vultures, first one, then two, approached us.  One sat down a
few seats to my left, and one brave soul sat in the seat directly in front
of my Mother.  He was a big black guy with a shaved head and a diamond stud
glinting in his earlobe.  He was half-turned in his seat.  His eyes darted
back and forth from my cock to my Mother's legs.  I could see over the
seatback in front of me that he had his own cock out of his pants, and he
was stroking it up and down as he watched the view with a look of raw lust
on his face.  His head dipped a little lower in an effort to see up my
Mother's skirt.  It was almost comical, but I knew that I had been in that
same situation many times before.

   My Mother seemed more than happy to accommodate his wandering eyes.  She
tried to open her legs further, but the skirt was too tight - she could
only get her knees about a foot apart.  Hank whispered something in her
ear. She nodded and scooted her hips up off the seat.  I gasped as she and
Hank, working together, tugged the tight skirt all the way up her legs, and
over her hips, all the way up to her waist.  My eyes boggled out of my head
- she wasn't wearing underwear!  I knew I shouldn't look, but I couldn't
help it.

   She settled back onto her seat and spread her legs wider.  My cock
jerked with lust at the sight.  Her dark curly pubic hair was fully
exposed, although only partially discernible in the shadows of the darkened
theater.  The black guy smiled appreciatively - apparently he could see
enough, and imagine the rest.  "Oh yeah, baby," he said admiringly. 
"That's a beautiful pussy."

   Hank said to him, "You can touch it if you want.  She'd like that,
wouldn't you honey?"

   "Mmm hmm," my Mom murmured.  Her hand continued to massage my erection.

   The man turned completely around in his seat, and tentatively reached
out to stroke my Mother's slim leg.  There was no protest, and he became
bolder.  His long, dark fingers danced lightly up her smooth thigh.  Hank,
meanwhile, lightly stroked her other thigh.  I could imagine, if not see,
goose bumps forming there, and her legs trembled with the dual sensation.

   The black guy glanced at Hank, and an unspoken go-ahead was given.  He
continued working up my Mother's creamy thigh, until he reached her dark
pubic mound.  He began to rub delicately, stroking his fingers through her
fur.  She shivered with obvious excitement.  Maybe I imagined it, but I
thought I could smell her excitement too.  I faintly detected a whiff of
musky aroma emanating from her aroused pussy, competing with her delicately
scented perfume.

   Mom's legs were now splayed open in invitation, as the man continued his
groping exploration.  Hank pulled his own hand away, and began snaking it
up the outside of her blouse.  He cupped my Mother's right breast in his
hand and began gently squeezing and massaging her tit.  I watched,
fascinated, as her nipple hardened and strained against her blouse.  She
moaned with pleasure, and he pushed the blouse up over her breasts.  She
was braless, and her glorious tits were exposed to my wide eyes, mere
inches from my arm.

   The sight fascinated me.  They were tanned and full, soft and yielding
in Hank's strong hand.  Just as I expected, the pink nipples were stiff and
unusually long.

   My own hands were idle, but Mom corrected the situation.  She
momentarily released my prick, reached for my hand, and pulled it to her
left breast.  My heart raced, and my mouth was dry as I began to timidly
massage her tit with the flat of my hand.  I could feel the pink nipple
responding to my touch, and it grew and poked against my palm.

   "Ooh, that feels good," she murmured, but whether she was talking to
Hank, the black guy, or me I couldn't say.

   Hank whispered softly in her ear.  I couldn't hear, but she responded
with uncertainty - "I do if you do.  Both of them?"

   I saw Hank nod in agreement, and soon Mom turned to me and said "Meet us
in room four in five minutes."

   I didn't know what she was talking about.  "Room four?" I asked
quizzically.

   She nodded.  "Uh-huh.  We'll have a good time." She winked at me, then
leaned forward to offer the same invitation to the black guy.  He grinned
and nodded eagerly.

   Then I remembered something a fellow patron had told me a few weeks ago,
about joining a couple in a private room down the hall.

   Oh, no!  My mind raced.  This was getting way out of hand.  I needed to
leave before it was too late.

   I was about to protest, but before I knew it, Mom tugged her skirt over
her hips, pulled her blouse down to cover her breasts, and stood with Hank.
Before I had a chance to say anything, they walked up the aisle and ducked
through the back door of the theater.

   "Shit," I muttered.

   The black guy looked at me as if I was crazy.  "What are you talking
about?" he scolded me.  "Are you saying you don't want to go to their room?
That is one hot bitch."

   I didn't know how to respond, so I shrugged.

   He grinned.  "You shy, or what?  She invited us to go and fuck her! 
Don't be a dumbass.  C'mon man - to room four we go!" And with that he
stood up, at the same time tucking his enormous prick back into his open
fly.  He didn't immediately leave though - he kept standing there and
looking down at me with that horny grin on his face.

   I just sat there in a daze, absent-mindedly stroking my fake mustache. I
knew I needed to leave the theater, right now!  I couldn't go to the
private room!  This had gone far enough.  I gazed toward the front of the
theater.  The little knot of people had dispersed, and suddenly the theater
seemed quite empty.

   He was still looking at me.  "Let's go my man, before they change their
mind and leave us out in the cold." He laughed and pointed at my crotch. 
"Your cock's gonna explode if you don't get some sweet cunt, and fast."

   Finally, with my mind in a fog, I tucked in my erection and stood up
uncertainly.  The black guy laughed again.  "That's my man!" He slapped me
on the shoulder and we left the dark theater together, in search of room
four.  I tried not to think about what I was about to do.

   _________

   I let him lead me down the hall, our feet treading lightly on the cheap
carpeting, toward the back of the building.  We passed several closed
doors, each with a number drawn on with a black marker.  Past rooms one,
two and three we walked, until we halted in front of room four.

   "Hey dude, what's your name anyway?" he asked.

   "Uh, Tro...Trent." I picked the first name I could think of.

   "Well, good to meet you Trent.  I'm Carl." He laughed again.  Since I'd
first laid eyes on him in the theater, the grin hadn't left his face. 
"Let's go get some pussy."

   I nervously licked my dry lips as Carl gently rapped on the door. 
Almost immediately, the door cracked open about an inch, and Hank peered
out at us.  A broad grin spread across his face and he motioned Carl and me
into the room.

   I stepped in behind Carl and stopped to get my bearings.  The first
thing I noticed was the smell - a combination of cigarette smoke, sweat,
and something else - cum maybe?  Nothing unusual about the funky aroma
really - the place was used for sex and nothing more.  The room was dark,
except for the glow from a 27-inch television resting on a cheap end table
in the corner.  A porn video was playing, and cries of passion were
emanating from the tinny speaker.

   In addition to the television, the place was furnished with a
non-matching tattered couch and a love seat, set along two adjacent walls.
My eyes further adjusted to the semi-darkness and I saw that sitting on the
couch was a completely nude woman - my Mother.

   Hank was saying something - his voice registered in my brain in
mid-sentence - "...no rough stuff gentlemen.  We're here to have fun, same
as you.  Respect the lady's limits and we'll get along just fine."

   I looked at Hank, his muscular body silhouetted in the glow from the
television.  He too was naked, his cock semi-erect as he continued.  "So
take off your clothes and have fun."

   He locked the door, then walked over to the love seat and sat down,
watching us.  "Maybe to begin, you could join her on the couch," he said.

   I became aware of Carl rapidly stripping his clothes off.  I watched,
fascinated, as his huge black dick (nine inches long according to my mental
measurement) sprang free.  In a daze, I followed suit, and tossed my shoes,
pants, and shirt in a pile at the end of the couch.

   My Mom patted the couch on each side of her.  "C'mon boys," she said
seductively.

   Carl sat to her left, and I joined them on her right.  She immediately
grabbed an erect cock in each hand and began stroking us.

   I was in a daze as I leaned back into the soft cushions of the tattered
sofa.  For the second time that night, my Mother was masturbating me.

   I could see her much more clearly than I could in the gloom of the
theater.  Her body had a slight, uniform tan, and was just as firm and
shapely as I had fantasized.  Her breasts were full, not overly large.  The
pointy nipples jutted out proudly.  Her legs were spread ever so slightly,
and her naked thigh was pressed against mine.  Her pubic hair was shaved
into a square that disappeared into the dark mysterious place between her
legs.

   Her body had not totally escaped the inevitable march of middle age. 
She was certainly no hardbody, like Angie.  The breasts sagged slightly,
and her thighs and stomach revealed the slightest hint of infirmity.  But
the total package was one of well-maintained maturity.

   I gazed again at her pretty tits, swaying slightly as she massaged our
cocks.  I looked past them to Carl's big cock, standing long and proud,
half hidden in Mom's pumping fist.

   Hank was splayed in the love seat along the far wall, beyond Carl.  His
own cock, also larger than mine I noted ruefully, was hugely erect, and he
stroked it idly as he watched my Mother administer to her two consorts.  He
occasionally looked at me, which made my heart race nervously, and I
self-consciously touched the hairpiece and moustache to make sure
everything was still in adjustment.  Despite the harsh glow from the
television, I knew there was no way he could recognize me.  Nevertheless, I
vowed to try to keep my face averted as much as possible.

   "You two have such hard, lovely pricks," murmured my Mother.  "Looks
like I got lucky tonight.  But maybe I can make them even bigger." And with
that, she bent toward my lap and touched the tip of her tongue, ever so
lightly, to the velvety head of my swollen cock.  My whole body twitched
involuntarily and she giggled devilishly.

   "Hey, hey, what about me?" protested Carl good-naturedly.

   "Don't worry, I'll be back," she assured him.  "In the meantime, maybe
you can occupy your hands."

   Carl needed no further invitation, and he began caressing her flared
hips and slim legs, watching enviously as my Mother licked up and down my
swollen prick.

   Her tongue danced up and down my shaft, occasionally dipping down to
lick my hairy balls, which trembled at her touch.  She teased me like this
for several minutes, my cock twitching helplessly against her tickling
tongue.  Then, without warning, she took half of my cock into her warm
mouth in one smooth motion.  I nearly came on the spot, but she seemed to
sense this - she reduced the pressure of her red lips on my aching cock,
and the moment passed.

   I tentatively stroked her soft brown hair, pulling the long strands away
from her pretty face as she continued applying a gentle suction.  Her eyes
had a dreamy, far-away look, and a slight smile danced on her lips, even as
she sucked my hard cock.  Her expression was unmistakable - she was
enjoying this.  It was obvious to me that this was nothing new to her.

   I smiled to myself.  Like mother like son, I thought.  It was her from
whom I inherited my sexual drive - that was evident.  As I gazed down at
her face, deep feelings of love and lust warred in my conflicted mind.

   I knew that I would not, could not, think any less of her for doing
this, and I vowed that my love for her would not lessen because of it. 
Yes, I felt guilty for the deception, but she never needed to know.  I
continued to tenderly stroke her hair and her forehead as she licked and
sucked my aching cock.

   Soon she released me from her wet mouth, and smiled up at me.  "I need
to take care of your friend for awhile," she said.  "I'll come back to you
later." She gave my wet cockhead one last juicy kiss, then leaned away from
me and began to lick Carl's big black dick.

   My cock throbbed painfully in protest, but I knew I wouldn't have to
wait long.  I glanced over toward Hank, still sitting in the loveseat.  He
was raptly watching the hot scene on the couch.

   Carl was squeezing my Mom's breast while she sucked him.  I hadn't
touched her since we arrived in the room.  I had one last vestige of
restraint left in me, but that was disappearing fast as I gazed with
ever-growing lust at my hot Mother, sucking off this black man's big cock
beside me.  She was lying on her side between the two of us, her smooth ass
touching my hairy thigh.

   I marveled again at her shapely body - it was everything I had imagined
in my recent wicked fantasies.  My lusty eyes meandered from the smooth
curves of her breasts, with nipples long and swollen, down her side to her
slim waist, past the gentle curve of her hips.  There were no tan lines -
apparently my Mother sunbathed in the nude.

   She shifted position slightly, and pressed her ass into my leg.  It
flexed ever so seductively, and I could see the crack of her ass open and
close with the motion.  I masturbated with my right hand, and with my left,
I tentatively reached out and lightly stroked her soft ass cheeks.

   They were so smooth and yielding to my fingertips, very different from
Angie's muscular ass cheeks.  I squeezed them for awhile, then trailed the
tip of my index finger lightly up and down the crack of her ass.  I
wriggled it against her, wedging it into the warm moist gap.

   I was rewarded with a soft moan from her, and she shifted position to
allow me better access.  But the position was awkward - I just couldn't
maneuver very well.

   She sensed this.  "Let's get on the floor - there's more room to spread
out," she said with a soft, husky voice.

   Carl quickly complied.  He slid down to the floor and lay on his back on
the matted carpeting, his head resting against the base of the couch.  My
Mother quickly followed, and got down on her hands and knees next to him.
She lowered her head, and once again took his black prick, now glossy from
her saliva, between her sucking lips.

   I crawled off the couch as well, and knelt behind my Mother where I
could once again admire the form of her smooth, soft ass.  It was pointed
at me so invitingly - the harsh light from the television clearly revealed
the crack between her butt cheeks, her asshole, and lower, her wrinkled
pink cunt lips peeking through her shaved pussy hair.  In the television's
glare, I discerned the reflected glint of shiny wetness there.

   She swayed her hips in clear invitation to touch her.  I gulped with
lust at the beautiful sight.  A flash went through my brain that here was
the place where I came into the world 21 years ago.  But in my horny state,
I quickly put the thought aside.  To my eager, lust-crazed mind, this
wasn't my Mother so much as a beautiful horny woman who was eagerly
anticipating my touch.

   I stroked and caressed her round ass cheeks, delighting in the tactile
sensation.  I took a cheek in each hand and spread them slightly, and
watched with delight as her pretty pink asshole stretched open.  Holding a
cheek open with one hand, I took the index finger of the other hand and
trailed it up and down the crack of her ass.  I scooted it lower, and
lightly rubbed against her butthole - it was surrounded with fine hair, and
was tacky to the touch from perspiration.

   "Mmmm," hummed my Mother in encouragement.  Once again, she wriggled her
butt seductively, further encouraging me to explore.

   I brought my fingertip to my nose, and was rewarded with a sweaty, musky
fragrance.  My aching cock throbbed with lust.

   But smelling her delightful aroma was not nearly enough to satisfy my
lusty curiosity.  I lowered my face to her, and touched the tip of my wet
tongue to her puckered asshole.

   I felt her body tremble, and she moaned hoarsely around Carl's cock. 
She scooted her hips backward, pushing her ass against my face, imploring
me to continue my oral exploration.

   I circled my tongue around the crinkled asshole as she pressed with
urgency against me.  I felt the sticky wetness of her pussy lips against my
chin, and moved my face in small circular motions to give her added
stimulation there.

   I was lost in rapture - I could have lapped at that beautiful, fragrant
asshole all night.  But my Mom had a growing sense of urgency.  I was
surprised when I felt her fingers wriggling against my chin.  I pulled back
briefly to watch - she had extended an arm beneath her, and she was dancing
her fingers across her wet pussy lips to provide herself with added
stimulation.  I watched in fascination as her nimble fingers played up and
down the juicy lips, then slid lower to rub her now erect clitoris.  I
wondered, briefly, why she wanted to do this herself - she could have asked
me to lick her pussy.

   But my question was soon answered.  She interrupted her blowjob and
looked over her shoulder at me with shiny, lust-filled eyes.  "I want you
to fuck my cunt!" she demanded.  "I need it bad honey." Her voice was raspy
with lust.

   My heart leapt into my throat.  This was almost too much.  My Mother
wanted me, was begging me, to fuck her.  A wave of guilt washed over me. 
But there was no going back.  She and I both needed it desperately.

   I knelt behind her and guided my erect cock against her swollen cunt
lips.  I rubbed the head up and down her slit, bathing it with her juicy
wetness.  Her breathing quickened, and she wriggled against me in
anticipation.  Her fingers were now furiously stroking her clit.

   "Oh, God, please!" she implored.  "Fuck me now!"

   I wedged my cockhead against her warm, slimy cunthole and pushed against
her.  My prick slipped in easily, but I paused about halfway in, almost mad
with lust as her cunt muscles gripped me tightly.

   "Oh yes!" she begged.  "All the way in!"

   But before I could continue to slide into her, she pushed sharply
against me, and my prick sank all the way into her pussy.

   "Ohhh, God!" she softly screamed with desire and lust.  "Fuck me!"

   I began to thrust in and out of her warm, silky pussy, as she moaned
with pleasure.  Her voice was muffled - her mouth was filled with Carl's
big dick.

   The sensation was indescribable.  Her pussy wasn't all that tight, but
she had the ability to squeeze my cock in a sensual rhythm with her cunt
muscles.  I moaned with lust at the sensation, and beads of perspiration
erupted on my forehead.

   I picked up the pace, ramming my hard dick savagely into my Mother's
pussy.  I grasped her hips and pulled her violently against me in matching
rhythm.  "That's it!" encouraged Hank from his sofa.  "Keep it up - she
loves it!"

   I could feel her fingers brushing against my hairy balls as she
frantically stroked her clit.  Her breathing was hoarse and raspy, and I
could tell that she was about to have an orgasm.  I glanced at poor Carl.
The unfortunate fellow's cock was throbbing and standing straight up, but
my Mother in her lust was no longer sucking him off.  Her face was buried
in his thigh, as I fucked her furiously.  He seemed content, for the
moment, to watch us.

   I wanted this to go on forever, but Mom had other ideas.  With a loud
squeal, her body went rigid, then she began frantically bucking her hips,
as her orgasm began to wash over her trembling body.

   "Oh God I'm coming!" she shouted hoarsely.  "Fuck me, fuck me, fuck
me...!"

   Her vaginal muscles squeezed my thrusting cock, and I couldn't hold out
any longer.  With a series of deep moans, my cock spasmed inside her wet,
clenching pussy.  A euphoric wave of love for my Mother washed over me, and
I squirted my warm cum deep inside her.  I continued thrusting against her
with a liquid slapping sound as I deposited my semen in powerful jets.

   My moans died away and my Mother's heavy, hoarse breathing gradually
began to lessen as we decreased the intensity of our thrusting.  Soon, we
came to a stop, but we remained in position in the warm afterglow of our
mutual orgasm.

   After a minute or two, I gently slid my semi-hard, slimy prick from her
warm cunt and collapsed backwards on the floor, achy and tired from my
exertion.  My Mother still had her face buried in Carl's thigh, trying to
catch her breath, but she was now beginning once again to stroke his
swollen prick with her hand.

   But if I was spent, at least for the moment, the other men were not. 
Hank, who had been continuing to watch from the love seat, rose and moved
toward us, his big dick swinging in the air.  I watched in amazement as he
knelt behind my Mother, grabbed her hips, and pulled her sweaty crotch
toward his face.  I realized that here was something else I didn't know
about Hank.  He must be bisexual - I was certain he was getting a faceful
of my cum as it dribbled out of her cunt.  I could actually hear the liquid
sounds as he drank from her sopping pussy.

   Although I had never had a homosexual experience, I found the sight, and
sound, to be incredibly erotic.  Hank moaned lustily as he eagerly sucked
the pungent liquid from my Mother's slimy cunthole.

   My Mother, despite having just experienced a powerful orgasm, was being
re-stimulated to a fever pitch.  "Oh God, Hank", she panted.  "Suck it
hard!"

   This continued for several minutes.  Hank laved my Mother's pussy with
his tongue, while she resumed licking Carl's ebony prick.

   My Mother was once again ready for a hard fucking, and Carl and Hank
were all too eager to oblige.  From my vantagepoint on the floor, I watched
as Mom pulled away from Hank, and crawled closer toward Carl.  She
straddled him on hands and knees, and lowered her round ass down toward his
eager prick.  She reached back and grasped the hard cock with her hand,
guiding it toward her sopping pussy.  She continued to lower her hips,
until his mushroom cockhead was lodged against the entrance to her hot
pussy.  Her sweaty tits were suspended over him, and he began to squeeze
them firmly with his big hands.

   Gradually, teasingly, she lowered herself onto Carl.  I watched,
fascinated, as the big dick slowly disappeared, inch by inch, up her
clinging pussy.  His cock was so long that there was no way the entire
length would fit, but Carl didn't seem to mind.  He moaned deeply, and his
eyes rolled back as he reveled in the sensation.  My Mother paused briefly
and then slowly and sensuously began bucking up and down on the erect cock.

   Hank wasn't left out though.  I watched him crawl on hands and knees
toward the love seat, and he began rifling through Mom's purse.  He
produced a tube of lotion, and squeezed a long bead of gel onto his hard
dick, then slathered it all over the head and shaft with his big head.  Ah,
now I understood.  Lubricant!  This I had to see.

   He crawled back to join Mom's and Carl's writhing, thrusting bodies.  He
positioned himself on his knees between Carl's splayed legs and behind my
Mother.  She halted her up and down thrusting, and leaned farther forward,
pressing herself against Carl, smashing her soft tits into his sweaty
chest. With no hesitation, Hank expertly placed his dick against Mom's
asshole, and began to push the engorged cockhead slowly but insistently
into her.

   Oh fuck, this was wild!  My Mother liked it up the ass, with double
penetration to boot!  This was stuff I had only seen in porn videos, and
never imagined I would be able to watch in real life.

   I watched as Hank's pulsating cock slowly disappeared into Mom's rectum.
First the cockhead, then one inch, then two inches of Hank's cock slid in.
I was stunned - his cock wasn't quite as long as Carl's, but it was
definitely thicker.  I didn't think it could possibly fit, but it slid home
with little resistance.

   My Mother was obviously used to it.  She urged Hank to continue.  "Ohhh,
God, Hank," she purred.  "That's it.  Fuck my asshole!"

   Hank gasped with pleasure as his entire prick sank in to the hilt, his
hairy balls tightly pressed against her anal opening.

   My Mother began a back and forth motion, thrusting against the two big
cocks, and in unison, the three of them began an erotic dance, writhing
their sweaty bodies against one another, sighing and moaning with lust.

   My cock, and my horniness, was growing again at the erotic sight.  But
my orgasm had allowed me to gain some control over my senses.  The
comprehension of what had just happened was sinking in, and a creeping
paranoia was gaining hold.  Suddenly, I had less confidence in my disguise.
I could not be discovered!

   I realized I couldn't dilly-dally around here anymore.  What if I found
myself getting into a conversation with Hank and my Mom?  My paranoia was
beginning to make me sick to my stomach.  I had to get out!

   The three of them were writhing against each other in a sweaty mass,
their moans intermingling with the erotic slapping sounds of the two pricks
thrusting into her wetness.  I sensed that this was my best opportunity for
escape.

   I got off the floor, and in my low drawling voice said, "It's been great
folks, but I've gotta go."

   They acknowledged me, but just barely.  They were too caught up in the
moment.  Hank gave a small wave, but he was lost in the throes of ecstasy.
His mouth was agape and his eyes were screwed tightly closed as he plowed
into my Mother's ass.

   I quickly collected my clothes off the floor, got dressed, and left the
private room.  As calmly as I could, I walked down the hall, past the
theater, and left the store.

   The fresh air cleared my mind as I half walked, half ran across the
dimly lit parking lot toward my car.  I was now fully aware of what had
just happened, now that my dick no longer controlled my brain.

   My God - I had just fucked my own Mother!  How could I ever face her
again?  How could I face myself?  In the theater, it had seemed like no big
deal.  But now, I wasn't so sure.  I fumbled for my car keys, opened the
door, and tumbled in to the front seat.

   I yanked off the wig and, painfully, the moustache.  I sat in the car,
breathing heavily, and tried to calm down.  I decided I needed a beer to
ease my nerves, and I drove randomly until I found an open convenience
store.

   I put a six-pack on the counter, and the clerk, a middle-aged woman with
a tired face, asked for my ID.  I reached for my wallet, but for some
reason it wasn't in my back pocket.  In a near panic I felt each of my
pockets, but my wallet was nowhere to be found.

   I dashed out of the store and checked on and under the seat of my car,
but the wallet was missing.  My mind raced, as I tried to think where I
might have lost it.  Obviously, I had the wallet at Roxy Video - I needed
money to get into the theater.  Then, with a blinding flash, I remembered.
I had stripped my clothes off in the private room and had thrown them in a
pile on the floor.  The wallet must have fallen out of my pants then, and
in my haste to leave I didn't see it.

   I was horror-stricken.  What if my Mother and Hank found the wallet? 
What if they looked inside and found my driver's license?  This was turning
into a nightmare.  Heart pounding in my chest, I dashed to a pay phone and
rifled through the tattered yellow pages.  I found the number for Roxy
Video and nervously dialed.

   "Roxy."

   "Uh, yeah, I lost a wallet at your store I think.  An hour or two ago.
Anyone turn one in?"

   "No.  Been here all night, and I ain't seen one."

   My panic increased.  "Um, I was in the theater, and private room four.
Maybe someone could check?"

   "Can't look now pal.  I'm here alone.  Anyway, someone's in room four.
Can't hardly disturb 'em, you know?"

   Fuck!  "Please, I've gotta find my wallet!"

   "Look Mac, I ain't got time for this right now, and we're closing in
half an hour.  Call back tomorrow after we open.  At ten."

   "But..."

   The phone went dead.  He had hung up on me.

   My mind raced.  I could drive back to the Roxy to look for the wallet,
but what if Mom and Hank were still there?  Glumly, I decided to wait until
the morning and search for the wallet then.

   I spent a sleepless night in near hysteria.  I showed up at the Roxy at
ten in the morning, and frantically searched the theater and private room
four.  They let me rifle through the cardboard lost and found box, but the
wallet wasn't there either.  Dismayed, I went back to my apartment and
spent the afternoon canceling my credit cards and arranging to get a new
driver's license.  I didn't know if my Mom had found the wallet, but I
feared the worst.

   Several days went by as I tried to return my life to some semblance of
normalcy.  They were the worst days of my life.  The stress of not knowing
was unbearable.  Many times, I reached for the telephone to call my Mother,
but each time I talked myself out of it.

   On Wednesday evening, I was laying about my apartment, in a deep funk.
The air conditioner wasn't working properly, and the apartment was stuffy.
In fact, it was cooler outside than in, but I was too depressed to go out
for fresh air.  Shortly after nine, the doorbell rang.

   I opened the door and stood face to face with my Mother.  Instantly, my
heart started racing, and for an awkward moment, I scanned her face for an
expression, a clue, anything that would tell me whether or not she had
found the wallet.  Did she know?  But I couldn't read anything there.

   Something wasn't right though.  Her hair was disheveled and looked
unwashed.  Her mascara was smeared.  No longer did she look like the
sex-crazed whore from the Roxy.  She looked sad, and slightly forlorn.  Her
eyes were slightly glassy, and she was unsteady on her feet as she gazed at
me.  She had obviously been drinking.

   "Well Troy, I don't come to visit you very often.  The least you could
do is ask me in." She didn't wait for an invitation though - she brushed
past me and entered my apartment.  I could smell alcohol on her breath.

   "Uh, sorry Mom.  Come on in.  I, um, just wasn't expecting you."

   She stood unsteadily in the living room.  She said nothing - she just
looked around the room as if she had never seen it before.  My heart raced
furiously - something wasn't right.  She knew!

   The silence was awkward.  I pointed toward the couch.  "Um, would you
care to sit down Mom?" I asked with a trembling voice.  "Can I get you
something to drink?  Some coffee?" I added helpfully.

   "Oh, no, nothing for me thanks.  Anyway, it's too damn hot in here for
coffee," she slurred.

   "Er, sorry.  AC's not working."

   She nodded.  "Oh, I wanted to return this to you."

   I watched with consternation as she reached into her purse and pulled
out my wallet.  She looked at it uncertainly for a moment, then handed it
toward me.  She was holding it gingerly between her thumb and index finger,
as if it was poisonous.

   Our eyes met briefly as I reached hesitantly toward the wallet.  Her
eyes were narrowed, and I saw something there.  Anger?

   "Do you know where I found it?" she asked with a trembling voice.  Her
eyes were now piercing into mine.  I looked away, and began rifling through
the wallet with trembling hands.  Yup, definitely mine.  Driver's license,
credit card, full of cash.  My heart sank.

   "Um, no.  At your apartment?" I asked weakly.

   "Ever heard of the Roxy Theater, Troy?" Her voice was rising in anger.

   "Er, I don't think so."

   "Troy, I need you to take your shirt off," she commanded.

   My shirt?  What the hell was she thinking?  I hesitated.

   "NOW!"

   I obediently unbuttoned the shirt, and removed it slowly.

   For some reason, she stared for a moment at my upper arm.  I glanced
down, and saw there, emblazoned on my upper arm, my butterfly tattoo.  My
heart sank, and I lifted my eyes toward hers.  They had widened with shock
and recognition, and she took two quick, if unsteady, steps toward me. 
"You bastard!" she screamed in my face.  Her lip quivered, and then she
broke into tears, holding her hands to her face.

   I was stunned by her anger, and I could feel my face flush with sadness
and shame.  Yes, she knew.  The tattoo had given me away.  She knew that I
was the stranger at the Roxy that night.

   I didn't know what to do.  I tried to reach out to her, but she pulled
away angrily.  Tears welled in my eyes as I watched her.  I just stood
there, helpless, cursing myself for my lunacy.  What had I done?  I've
ruined my relationship with my Mother, the Mother that I loved, probably
irreparably.

   Her sobs were slowly subsiding.  "Why, Troy?  Why did you do it?" she
asked with a trembling voice.

   "I'm so sorry Mom."

   I wanted to explain, but I didn't know what more to say.

   Once again, I reached for her.  I wanted to hug her to help her
understand how sorry I was.  But once again, she pulled away.  "No Troy. 
Don't touch me!" she exclaimed.  "I'm leaving now."

   She walked unsteadily toward the front door.  I ran to stop her.

   "Mom, please!" I pleaded.  "I can't let you drive like this.  You've
been drinking."

   She paused and exhaled deeply.  "Troy, I'm exhausted, and I need to go
home," she said wearily.

   "Then you can sleep on the couch.  Please." I looked into her eyes
imploringly, and she nodded.  I grabbed her lightly by the shoulders.  This
time she didn't turn me away.  Encouraged, I led her to the couch.  She lay
down and closed her eyes while I removed her shoes.  In her drunken
immodesty, her legs were splayed open slightly, and despite myself I found
myself looking up her skirt.  I could see sheer light blue cotton panties
tightly covering her private area.  With an angry shake of my head, I
turned away.  Don't ever do that again, I chided myself.  You mustn't! 
This is your Mother!

   I sat next to her for a moment, and wiped the tearstains from her
cheeks. I bent down to kiss her forehead, but she wouldn't acknowledge me.
She turned her head away, her eyes tightly shut.

   I needed to leave her alone.  That was obvious.  I tiptoed to my
bedroom, stripped to my underwear and threw myself onto the uncomfortably
warm sheets.  I lay in bed for a long time, immobile, my head spinning as I
tried to sort things out.  With my dark thoughts and the uncomfortable
heat, I thought sleep would never come.  But finally, I drifted off into a
restless sleep of evil dreams.

   I came awake a short time later at the sensation of the mattress sinking
next to me.  With a start, I opened my sleepy eyes, and saw the shadow of
my Mother sitting next to me in the moonlit semi-darkness.

   She tentatively reached out and placed her hand on mine.  "Troy, please
hold me.  I need someone to love me.  Hank has left me, and I don't know
what to do." She shuddered, and began to cry softly.

   I reached my arms out to her, and she lay down on her side next to me,
her head resting on my shoulder.

   We lay there for a long time, she on her side next to me, my arm
encircling her protectively.  Her quiet sobs slowly subsided.  The body
warmth emanating through her skirt and blouse would normally have been
uncomfortable given the oppressive heat, but I didn't care.  I was
overjoyed that she had come to me.  Now we could begin the slow process of
healing and forgiveness for what I had done.

   Finally, I spoke.  "Mom, I just want to - I want to apologize.  I'm so
sorry it happened."

   She didn't respond.  She nestled her face into my chest, her hair
brushing my cheek and chin.  Her soft hand was resting on my shoulder.

   "Do you forgive me?"

   "Hush," she whispered.

   We continued to lie comfortably in each other's arms, and I closed my
eyes and exhaled a satisfied sigh.  I felt I could stay here like this
forever, arm in arm with my Mother.

   Her hand moved from my shoulder to my flat stomach, and she nestled her
head ever more deeply into my chest.

   But her soft hand did not rest idly on my stomach - it began caressing
me in slow, circular motions.  I became conscious of my near nudity.

   "Uh, Mom?" I asked uncertainly.

   But she shushed me, and continued the gentle stroking.  The sensation
was part ticklish, part erotic.  Despite myself, I felt my prick stirring
in my underwear.  Did she realize what she was doing?

   Any doubt I had left my mind when I felt her begin to softly kiss my
chest, next to my right nipple.  I felt my cock stirring.  NO!  This
couldn't happen!

   "Mom we shouldn't do this..." I protested weakly.

   But she just shook her head and continued to kiss my chest.  Her lips
danced across to my nipple.  She kissed me lightly there, as her hand
caressed my stomach, and I shuddered in response.  She slid from my navel
area, lower, then lower still.  Her fingertips brushed against the
waistband of my underwear.

   Her tongue circled around my nipple until it was wet with her saliva. 
Her fingers dipped beneath the waistband, and brushed against my wiry pubic
hair.  My cock grew rapidly, tenting my underwear.  This left a gap between
the waistband and my bare skin, through which her fingers could now gain
clear access to my private parts.  She brushed through the hair at the base
of my cock, then dipped lower, lightly stroking my balls.  They contracted
in response, pulling tightly against my sweaty groin.

   She lifted her head from my chest and looked deeply into my eyes.  I
could discern her bright eyes shining in the moonlight.

   "I need you Troy - we need each other.  I don't care what happened the
other night.  Maybe it was meant to be."

   And she kissed me on the lips, softly at first, but then she pressed her
mouth against mine with urgency.  I felt her wet tongue pressing against my
dry lips, trying to force it's way into my mouth.

   I opened my mouth to her insistent tongue.  Immediately, it darted into
my willing mouth.  Simultaneously, her hand grasped my now throbbing cock
and squeezed it gently.  I gasped, and pulled her head to mine.  We kissed
with passion, our tongues intertwining.  I could fight my feelings no
longer.

   She climbed on top of me and we stretched our bodies together, urgently
grinding against each other in our passion, as we sucked each other
tongues. I was keenly aware of the feel of my Mother against every part of
my body, her warm moist breath as she panted into my mouth, her soft
breasts mashed against my chest.  I felt her warm crotch through her
panties as she rubbed against my pelvis.  I slipped my hands up under her
blouse and stroked her warm back as she ground against me.  Then I worked
my hands down over her ass, and pulled her skirt up.  I tugged at her
panties and pulled them into the crack of her ass, thong-style, then began
to greedily grope her bare ass cheeks.

   I pulled her into my crotch as she bucked against me.  I dipped the tip
of my finger inside her panties, and tentatively probed against her
puckered asshole, just at the limit of my reach.  I applied a bit of
pressure and waited for a sign from her to continue my probing.

   "Mmm hmm," she purred into my ear.  I slipped the finger into her sweaty
asshole up to the first knuckle, then began to slide it slowly in and out
as she writhed against me.

   Mom groaned into my mouth at the sensation.  I began to thrust my cock,
still tented in my underwear, against her wet panties.  She returned my
eager thrusts, and her breathing quickened with desire.

   Suddenly, she pulled away and got off of the bed.  I whimpered slightly
with frustration, but I had nothing to fear.  She quickly stripped off her
clothes.  I watched as she then reached down to peel off my underwear,
sliding them down my legs and over my feet.  Her body glowed in the
darkness like an erotic goddess.

   I expected her to lie back down on top of me - in fact, I lusted for the
feel of her bare skin against mine.  But she had other ideas.  She
carefully placed her knees on either side of my head, and knelt there for a
moment, looking down at me.  Her pussy was suspended about a foot above my
face, and the scent of her womanhood was strong in my nostrils.

   I couldn't stand it.  "Let me lick you Mom." I implored.

   She smiled down at me - I could see the flash of white teeth in the
semi-darkness, and she slowly, enticingly, began to lower her hairy pussy
toward my eager, waiting mouth.

   My tongue lapped at her swollen, juicy cunt.  "Oh God!" She gasped with
the sensation and I felt a tremor run through her body.  She ground her
pussy hard against my mouth.  Her sweaty thighs squeezed against the side
of my face in a vice-like grip.

   Her smell was indescribable, a mixture of musky sweat and her aromatic
cunt juices.  I licked from her puckered asshole, up her swollen pussy
lips, and finally circled around her erect clit, then worked my way back
down again.

   I looked up, past her stomach and watched as her tits swayed seductively
above me.  She was plucking at the erect nipples with her fingertips,
further adding to her stimulation.

   My Mother cried out with passion.  "Oh, God Troy.  You suck me so good!
You're gonna make me come!" She clutched at my hair, pulling my mouth up
into her cunt, while at the same time applying her full weight to my face.
I was nearly suffocating in the erotic grip.

   Her sensuous grinding increased in tempo.  "Suck my clit!" she
commanded.

   I happily obliged.  I pulled at her erect clitoris with my lips, and
applied a gentle suction.  "Ahhh, fuck!" she screamed in pleasure. 
Instantly, I felt her legs clench tightly against my sweaty face as her
body began spasming with her orgasm.

   She furiously bucked against my face as she screamed in her passion. 
She began to cry from the depth of her physical and emotional release.

   Gradually, her breathing decreased in tempo, as I softly licked the
remnants of her juices from her pussy lips.

   She collapsed in a sweaty heap on to the sheets next to me, lying on her
stomach.  I held her in my loving arms as she cried into the pillow.  The
intensity of her climax had seized her female emotions.  Gradually though,
her tears subsided, and she sighed contently.  "My god, that was
fantastic," she purred into the sheet.  I caressed her sweaty ass cheeks as
she relaxed in the warm afterglow of her orgasm.

   But my own desires were building.  My cock was engorged with passion,
and I needed my own release.  I humped against her thigh.

   "I can think of a better place for that," she murmured.

   I got on top of her, doggy style, and guided my prick toward her swollen
pussy.  I began to press my velvety cockhead into her warm, sloppy cunt.

   "I can think of an even better place," she whispered back to me.

   I paused.  I didn't understand what she meant.  "Mom, I have to make
love to you.  I can't stand it anymore."

   She giggled like a schoolgirl.  "I know silly.  I mean a better place to
fuck me.  Up my ass."

   "Ah, I get it.  But, um, I don't have any lubrication."

   "My pussy has all the lubrication you need.  Just stick your dick in
there for a sec, and it'll be fine."

   And so I did.  I entered her inviting pussy, and felt her hot juices
coat my throbbing prick.  I pulled back out, and, holding it in my hand,
guided the greasy cockhead between her slippery butt cheeks.  I probed in
the darkness for a few seconds, searching for the tightness of her puckered
asshole.  At last, I found my goal, and I wedged the tip against her anal
opening.  I gently pushed, feeling the slightest resistance as I slid my
throbbing hardon past her spincter, then into her warm, inviting ass.

   The first two or three inches of my prick were embedded in her warm
rectum.  It felt much looser than Angie's.  I understood why Hank had been
able to fuck her ass so easily, despite the impressive girth of his prick.

   I paused and focused on the wonderful sensation for a moment.  "Am I
hurting you at all?" I whispered in her ear.

   "No, it feels good..." she cooed.  "Push it in." She wriggled her ass
enticingly against me, almost sucking me in with no effort from me.  At
last, all 7 inches of my prick were lodged in her bumhole.

   "I want to make you feel good Mom." I whispered.  "Tell me what you want
me to do."

   She whimpered.  "Just fuck me hard," she sighed.  "I love it!"

   What my Mom lacked in tightness, she more than made up for in
experience. I marveled at the sensation of her spincter alternately
tightening and loosening against my prick as I began thrusting my prick in
and out of her ass.  I knew that I wouldn't be able to hold out for very
long.  I was past caring, and I picked up the pace.

   "Yeah, that's it!  Fuck it, fuck it fuck it!" implored my Mother.

   My thrusts became more furious, as I savagely fucked her asshole.  She
groaned with pleasure into the mattress, and tightly gripped the sheet with
clenched hands.  Her ass was like a vice around my prick, and with one last
furious thrust and a sharp gasp, I plunged my cock as far as I could up her
rectum, and began coming in massive spasms.

   "I love you Mom!" I cried in my passion and ecstasy, as my cum spurted
deep inside her ass, coating her clenching anal walls.  All of my muscles
strained against her as the orgasm wracked my body.  The orgasm seemed
endless, as spurt after spurt left my throbbing prick.

   Panting and heaving, we rolled together onto our sides, my cock still
buried up her rectum.  We lay pressed together on the sweat-soaked sheets
of the bed, nestled like spoons.  My hand softly stroked her shapely hip. I
noticed with surprise that the soft light of dawn was beginning to fill the
room.

   She was crying softly again in the passion of the moment.  "I love you
too Troy," she said.  I nuzzled her ear lobe with happiness.

   We said nothing more.  I didn't know what to say.  My emotions, and hers
too I imagine, were churning.  I tried to sort out what had happened over
the last week.  I had now had sex, not once but twice, with my Mother, the
same Mother that I was learning how to love all over again.

   We whispered our love for each other once again, and fell asleep in
exhaustion, my shriveled prick still nestled in her warm, loving ass.

   _______

   The next several weeks of that summer were the most thrilling of my
life. My Mom and I came to the realization that we could continue our
mother/son relationship, while at the same time bring each to new heights
of passion.  We had sex with many more times.

   But best of all, we talked.  We talked about the past, we talked about
the future, but mostly we lived in the moment, not caring about anything
else.

   I continued my long-distance relationship with Angie, surreptitiously at
first.  I thought my Mother would be disapproving, or jealous at the very
least.  But that wasn't the case at all.  In fact, she encouraged me to
continue to do so.  We both felt that our special relationship might not be
sustainable - eventually we would both need to return to a normal life, and
possibly break our physical bond.

   I spoke to Angie every few days.  Sometimes, we talked about our
relationship.  Mostly, though, we talked and fantasized about the hot sex
we would have upon her return.  Basically, it was nothing more than phone
sex.  She would describe her fantasies to me, and I would describe mine to
her, and we would masturbate together over the phone.

   No fantasy was left uncovered.  Mostly though, I steered her back toward
her admission of a lesbian relationship.  She knew that made me hotter than
anything, and she certainly did nothing to discourage me.

   Of course, Angie had no idea about the heights that my sexual adventures
had taken me during the summer.  Surprisingly, my frequent sex with my
Mother did nothing to dampen my sexual feelings toward Angie.  The
relationship with my Mother was different, somehow, and I still greatly
desired my girlfriend.

   My Mom prodded and cajoled me into talking about my sex life with Angie.
I even admitted to the long distance mutual masturbation sessions.  This
was embarrassing at first, until I figured out that listening to my stories
made her incredibly hot and horny.  In fact, my tales frequently served as
foreplay for torrid sex with my Mother.

   And so it went that summer.  Hot sex with my Mother, phone sex with my
girlfriend.

   My relationship between my Mother and I grew increasingly intimate.  One
Sunday morning, she and I lounged in bed after some wanton, sweaty wakeup
sex.  The sunlight streaming through the bedroom window bathed our body in
glowing warmth.  Our discussion turned to the past and her relationship
with my father, which was a subject we had always carefully avoided.

   "He was a good man, and I loved him," she was saying.  Her eyes were
distant as she transported herself back to those years.  "It's just that
our interests diverged."

   "Why?  What do you mean?"

   She looked at me pointedly.  "He told you that I had several affairs
outside the relationship, didn't he?"

   "Yes.  He said that's why you divorced."

   "Well that's true, at least partly." She rolled over onto her stomach
and cupped her chin in her hands.  She looked at me with sad eyes.

   "Troy," she said slowly, "Your father and I were swingers early in our
marriage, for the first few years after you were born.  We had sex with
other couples."

   She paused, and I nodded for her to go on.

   She swallowed.  "But before long, that changed.  I wanted to keep
swinging, but your father was no longer interested.  He just...he just
seemed to think that fatherhood meant that he had to change our lifestyle.
I guess I disagreed.  I knew, I still know, that that didn't have to be the
case."

   I digested this information for a while, staring absently at the
ceiling, basking in the morning sunlight.  My curiosity was aroused.

   I cleared my throat.  "What's it like?"

   "What's what like?"

   "Swinging."

   Mom bit her lower lip.  "Well..." she paused, and I rolled on my side to
look at her.  "Well, that's a hard question to answer.  Physically, it's
incredible.  Emotionally, it carries some baggage for some people.  Not for
me, but like I said, it became a problem with your father.  It kind of
depends on what kind of relationship you have with your partner.  Myself, I
loved it.  Still do."

   My eyebrows arched with surprise.  "Still?"

   "Sure.  Still.  How do you think I met Hank?"

   I nodded.  Sore subject, that one.  Hank was there when Mom discovered
my wallet.  He knew all about what I had done.

   She changed the direction of the conversation.  She didn't want to talk
about Hank any more than I did.  "Why do you ask?"

   "Oh, I don't know.  I guess it's something I fantasize about with
Angie."

   "Does she know about it?"

   "Sort of.  I mean, I have this thing about being with Angie and another
woman.  We talk about it on the phone.  And she's willing.  To fantasize
about it I mean.  We do this thing where she pretends she's with a girl,
having sex, and she describes it to me on the phone, while I jack off."

   "Hmm.  Do you think she'd ever want to do it for real?"

   "I dunno.  Maybe.  She told me once she had sex with another girl a
couple of years ago.  And I've mentioned it once or twice.  About actually
doing it, I mean.  Not just me fantasizing about it."

   "And how does she respond?"

   "She gets kind of coy.  I mean, she'll say something like 'well, maybe
someday.' But that's about it."

   She sat up at the foot of the bed, arms around her knees.  "Maybe you
should try being more direct.  Just come out and ask if her she would do it
for real."

   I shook my head.  "I'm not sure if I can do that.  Not yet anyway. 
Besides, I have no idea how to go about making it happen, even if Angie
agreed to it."

   "That's easy.  Just run an ad."

   I chuckled.  "Like in the Observer?" I was referring to the local
alternative weekly newspaper.  It contained a section of personal
advertisements in the back.  "I can't see Angie going for that."

   Mom frowned at me, and brushed a few wayward strands of hair from her
face.  "Well, you'll never know if you don't ask her.  Anyway, you'd be
better off placing an ad in one of the real swinger magazines.  There are a
bunch of them covering Southern California.  Have you seen the rack of them
at the Roxy?" I nodded.

   "You get serious responses with those ads.  With the Observer, you might
get a bunch of cranks and people playing games.  Anyway, place an ad
looking for a bi girl.  You'll get responses.  Not a lot, but enough to
choose from.  And you'll improve your odds considerably if you run a photo
of yourself and Angie."

   I snorted.  "Get real, Mom.  A photo's out of the question.  And swinger
magazines might be a little too hardcore for Angie." I rubbed my chin
thoughtfully.  "How often do those magazines come out?"

   "It depends.  Monthly or quarterly."

   "That settles it then.  It would be months before we could make this
happen.  I think I should take my chances with the Observer."

   "Suit yourself.  But don't say I didn't warn you."

   I smiled at her.  "You sure seem to know what you're talking about."

   She shrugged.  "I've got some experience in the matter," she said with a
shy smile.  "You know Troy, I just want this to work out for you.  And
Angie too.  I want to see you happy."

   "I know Mom." I stretched out on the sheets, considering what she had
just told me.  "Tell me this - do you have experience with other girls,
too?"

   She laughed.  "My, you're full of questions this morning." She tickled
my feet playfully.  "Well, for your information, I have.  Lots of
experience," she emphasized.

   I kicked her hands away from my ticklish feet, while she continued.  "I
like getting it on with other women.  I get horny just thinking about it."

   She seemed deep in thought, and we went silent.  After a few minutes,
though, the quiet was broken by her girlish giggle.  "Looks like I'm not
the only one who gets horny." I looked up, and she nodded toward my crotch.
My prick was semi-hard, and growing fast.

   She looked at me with smoldering eyes, and breathed, "maybe I can take
care of that." She crawled over to me, and lowered her mouth to my willing
prick.

   _________

   "So Angie, what do you think"

   A week had passed, and I was on the phone with Angie.  I had decided to
go with my Mother's instincts, at least partially.  I had just broached the
idea of running a personal ad in the Observer.  I was in my usual position
- flat on my back and nude, phone held to my ear.  My prick was hard just
from the thought of what I was asking Angie to do.

   Unfortunately, she wasn't responding.  I said a nervous, silent prayer.

   Finally, she exhaled loudly into the telephone.  "Okay, Troy, we'll do
it.  But if I don't like the response we get, I don't want to go through
with it.  I've got to be comfortable with the girl."

   "Of course.  I don't want to do anything you don't." I tried to sound
cool and casual, but I'm sure she sensed my excitement.  I began rubbing my
erection.

   "And it's got to be a single girl.  I don't want any boyfriends or
husbands complicating things, okay?  And she has to be pretty."

   "Of course," I replied.  "This is going to be fantastic Angie!"

   I was giddy with anticipation.  "Tell, you what.  I'll start thinking of
what the ad will say and read it to you next time we talk.  That way, I can
place the ad, say, in the next week or two, and we should start getting
responses by the time you get back out here.  Let's see..." I consulted my
mental calendar.  "That's only three weeks."

   "Okay." She laughed.  "But you sure are in a hurry."

   "I know," I admitted.  "But I'm really excited about this Angie." I
paused.  "Are you excited?"

   She was silent for a moment.  "Yeah, I've gotta admit, I am." She
chuckled.  "This might be pretty...interesting."

   __________

   Mom seemed just as thrilled as me when I gave her the news the next
evening - she was genuinely happy for Angie and me.  But she cautioned me
not to get my hopes up too high.  Sometimes, she told me, swinger ads just
don't work out like you hope they will.  She offered to help me write the
ad, but I didn't want to take the time.  I picked up a copy of the Observer
the next day and scanned the ads to get some ideas.  I scribbled out some
text and called Angie that evening.

   "Okay, Angie, here's what I've got." I cleared my throat and recited the
letter: "Attractive couple, early 20's seek slim and attractive bi woman
for fun times and hot sex.  She's a blond gorgeous bi hardbody.  He's
attractive and horny.  We're both sane and excited - you be too.  Please
send photo and phone.

   "There.  What do you think?"

   "Hmm," she paused.  "Well, I'm not sure if I'd call myself either bi or
gorgeous."

   "Oh c'mon Angie," I scolded.  You're definitely gorgeous.  And I'm
pretty sure that the whole point of the ad is that you're bi."

   She giggled.  "Yeah, okay.  I guess you're right.  But what's this thing
about being sane?"

   "A lot of the ads say that.  I guess it's to make sure weirdoes don't
respond."

   "They better not."

   "So, is it okay then?  I can fax the ad to the Observer tomorrow."

   Silence.

   "Angie?"

   "Okay," she said quietly.  "Let's do it."

   _______

   And so I paid the $20 fee and ran the ad.  I anxiously checked my
mailbox at the apartment complex mail center every day for the next two
weeks until I got my first bundle of forwarded responses.  I grabbed them
out of the mailbox and ran, tripping and eager, to my apartment.

   My heart was pounding with a nervous thrill when I tossed the pile on
the kitchen table.  There were about 20 letters, which was a response
beyond my wildest dreams.  I imagined letters and photographs from
beautiful, hot women eager to have sex with us.  With trembling hands, I
opened the first letter in the pile.

   It contained a grainy black and white photo of...a 60-year-old guy with
a hardon.  I squinted at the accompanying letter in an effort to make out
the virtually illegible handwriting.  A single guy wrote it as far as I
could tell - there was no mention of a wife or girlfriend.

   Disappointed, I tossed the letter on the floor and plucked the next
letter from the pile.  There was no photo.  I sighed with frustration, and
opened the next letter.  Well, this one had a photo at least.  Finally, a
single woman, but she appeared to be 50 years old and was obese.

   I sighed and spent the next half-hour going through the remaining
responses.  There were one or two of mild interest, meaning they were at
least youngish single women.  But each of them sounded slightly creepy in
the letter.  All of the other nineteen letters were worthless.  I sat back
in my chair, frustrated nearly to tears.  I decided to call my Mom for
sympathy, staring ruefully at the discarded pile of letters as I dialed.

   "I'm sorry sweetie," she said, after I explained what had happened.  "I
guess this isn't working out like you hoped."

   "No, not at all." I sighed.  "I guess you were right about not getting
my hopes up too high."

   "I think so, Troy.  And I don't want to rub it in - you feel bad enough.
But I think running your ad in a swinger magazine would have worked
better."

   "I know," I agreed.

   "But still, it should have turned out better.  Read your ad to me."

   I grabbed my copy of the Observer, flipped to the personal ads, and
recited my letter to her over the phone.

   "Well, one problem right off the bat - you didn't say what age you were
looking for.  Plus, you didn't say where you're from."

   I thumped my head in understanding.  "Geez, you're right.  I can be a
dumbass sometimes."

   "Now come on Troy.  You're not a dumbass.  And you'll get more letters.
Maybe they'll turn out better." She paused.  "Tell you what.  Next time you
get responses, give me a call.  We can go through them together."

   "Yeah, okay." I said goodbye and hung up the phone.  I scooped the
discard pile off the floor and angrily threw it in the garbage.  I saved
only the two "potentials", but I doubted that we'd be interested.  I knew
Angie wouldn't, at least.  I clung to my Mom's hope that things would
improve.

   But the following week, the news wasn't a whole lot better.  Mom and I
were seated at opposite sides of my kitchen table, each of us with a short
stack of seven or eight responses in front of us.  We each went through our
pile, one by one.  I found one promising letter from a 25-year-old bi girl,
about an hour's drive away.  She seemed to be reasonably normal. 
Unfortunately, she was a bit overweight and rather plain-looking.

   This was getting discouraging.  I stared bitterly at the stack of
discards.

   "What about this one?"

   I looked up, and saw my Mother holding a letter and photo out to me.  I
took them from her, and scanned the photo, which was of higher quality than
almost any other I had received.  It looked like it had been shot in a
modeling studio.

   The woman was far more attractive than any others that I had looked at.
In fact, she was downright pretty.  She wasn't nude in her photo, but she
wore a very skimpy pair of lace panties and matching bra, and had a great
body.  Her dark brown hair was pinned up.  She wore rather too much makeup,
more than I care for at least, but overall, she was almost exotic looking.

   I glanced up at my Mother and grinned.  "Hmm, so far, so good."

   I began reading the letter, which ran nearly three pages long.  It was a
chatty letter and intelligently written.  The woman went into substantial
detail about herself.  Her name was Janice, and she was "30-something". 
She said that she was originally from Georgia, now lived in Southern
California, and that she loved the free and open lifestyle here.  She
described herself as a "normal" woman with a healthy sexual appetite.  She
closed by saying that she hoped that we'd like her letter and photo,
included her telephone number, and was interested in talking on the phone,
and then hopefully meeting.

   My Mom was watching my reaction.  "Well, what do you think?" she asked.

   I smiled broadly.  "Pretty awesome.  And I don't see how Angie wouldn't
like her.  Maybe a little older than we had in mind, but I don't think that
would be a problem."

   Mom stared at me intently.  She licked her lips and swallowed. 
"Troy...?" she began.  "Do you love Angie?"

   "Do I love her?" I was confused by the question.  "Well, no, not really.
I mean, we like each other a lot, but it's not love.  I don't know if I see
this as a long-term relationship, if that's what you're driving at." I put
down the letter and leaned back in my seat.  "Why do you ask?"

   Well, I just think you should be honest with those you love.  Because
there's something about this letter...

   _________

   I sat alone in the booth, watching the band set up in the far corner of
the nightclub on the ground floor of the Pacific Inn.  I was fidgeting in
my seat, waiting for Angie to come down from our room.  She had insisted on
some last minute primping.  I couldn't wait, so I came down early to have a
shot of bourbon on the rocks to try to calm my nerves.

   The big night had finally arrived - the night I would get to watch Angie
have sex with another woman.  I nervously traced the cold condensation
trails on my glass as I reflected on how we had arrived at this point.  My
butterflies weren't only due to anticipation about what was to come.  No, I
was also still fretting about my having deceived her.  She had loved the
photo and letter from Janice, and the brief telephone conversation went
very well.  Angie was definitely agreeable to meeting her tonight.  The
problem was, it was much more complicated than that.

   I was about to order a second drink when Angie arrived.  She looked
gorgeous.  At my request, she was wearing the same short black skirt and
tubetop that she wore that night four months before when she first told me
about having sex with another woman.  There weren't many men in the
nightclub yet, but every one of them ogled Angie as she strode confidently
toward my booth.  Her slim tan legs, skirt barely covering her, nipples
slightly protruding - she looked spectacular.  She flashed a shy little
smile and slid into the booth next to me.

   We ordered a second round of drinks and sat in nervous anticipation for
Janice to arrive.  We said little.  I think I was too tense, and Angie
appeared to be much the same - she fidgeted in her seat and tapped on the
table, frequently glancing toward the front door of the lounge.

   I nodded toward Angie's margarita.  "Is that helping?"

   "Helping?"

   "Yeah.  Helping you lose your inhibitions."

   She giggled.  "I think so.  I hope so." She downed the rest of her
drink. "Anyway, I'm so horny that I don't think my inhibitions will be a
problem."

   "Hmmm.  I like the sound of that!"

   Finally, Angie nudged me and nodded toward the entrance.  There was
Janice at last, standing just inside the front door of the nightclub, and
allowing her eyes to adjust to the dim lighting.  She spotted us waving
toward her after a few moments, and immediately made her way to our table
with proud grace.

   She looked just like she did in the photo.  She was stunning, and seemed
much younger than her age.  Her dark brown hair was piled on top of her
head in loose curls.  Her dark mascara and long eyelashes made her appear
to be Hispanic, although I knew that she wasn't.  She was wearing a short,
light blue and white-striped dress, low-cut and sexy.  About three inches
of cleavage were exposed - the remainder of her full breasts jiggled
erotically under the dress as she walked toward the table.

   She discreetly winked at me as I stood to greet her.  "Hi, I'm Troy. 
You must be Janice?"

   "Yes, nice to meet you Troy, and please, call me Jan." She turned to
Angie.  "And you must be Angie." The two of them hugged briefly by way of
greeting.

   Jan slid into the booth next to Angie, and we ordered a drink for her.
The three of us chatted about basically nothing for about ten minutes,
slowly getting to know each other.  She was as friendly as she seemed in
her letter and on the telephone, and I could tell that Angie was very
relieved.

   Angie excused herself to go to the lady's room.  Jan watched her swaying
hips as she walked away, then turned to me.

   "Whew," she exhaled softly.  "So far so good, I think.  But I'm a
nervous wreck."

   I reached out and patted her warm thigh.  "Don't sweat it Mom.  It's
going great!  Angie suspects nothing - heck, even I can barely recognize
you.  We did a great job with the hair, makeup, everything.  And that
accent..." I shook my head and chuckled.  "It sounds like you lived in
Georgia your entire life."

   But Mom was still nervous.

   "I know, but..." she bit her lip nervously.  "I'm just so worried that
she knows.  I keep thinking I see this little look of recognition, like
she's trying to place where she's seen me before."

   "Relax, okay?  She doesn't recognize you, and she won't.  We talked
about this - the only time she's ever seen you, it was so dark that she
probably can't really even remember what you look like.  Plus, that was
three months ago.  That, and the makeup...there's no way.  Just enjoy
yourself.  I am."

   "Alright - I'll do my best."

   I patted her arm reassuringly.  "Okay, here she comes."

   As the drinks flowed, we gradually became more comfortable in each
other's company.  We were all nervous, for very different reasons, but our
inhibitions gradually washed away with the alcohol.

   I was almost feeling left out of the conversation as they chatted away.
The band had begun playing at the far end of the bar, and I couldn't hear
much of the conversation anyway.  I began to make a hobby of watching their
body language.  It was subtle at first, but it was evident to me that they
were developing a rapport with one other.  As women friends often do, they
touched each other frequently as they spoke.

   I was relieved.  It would have been very disappointing, after all the
planning that we had put into this evening, to find out that Angie didn't
like "Jan".  She had liked the response to the ad we had placed, the
photograph that "Jan" had "sent", and the telephone conversation.  But I
didn't know how things would work out when they actually met in person.

   The music seemed to get louder, and the nightclub was beginning to fill
up with noisy patrons.  Young partiers shimmied frenetically on the dance
floor to the throbbing beat.  I was having more and more difficulty keeping
up with the conversation, so I entertained myself by doing some people
watching.  Mostly, though, I watched the subtle signals between Angie and
my Mom.  Yup, a lot of little touches, sprinkled with lots of laughter. 
They were leaning in very close to one another.  A couple of times I saw my
Mom discreetly looking down into Angie's lap, admiring her legs.  I've got
to admit, the view was nice from my angle too.  What with her short skirt,
and those tanned, slim legs...well, they looked great to me too.  This was
going well.

   I wasn't being completely ignored though.  My Mother occasionally looked
toward me with her big, brown eyes and flashed a discreet, knowing smile at
me, as if to say, "Well, it looks like we're actually gonna pull this off."
A couple of times, they both looked at me and giggled like schoolgirls, as
if exchanging some private joke.  That made me a little self-conscious, I
must admit.

   After about half an hour, my Mom excused herself to go to the lady's
room, and Angie turned her attention to me.  She squeezed my arm playfully
and smiled.

   I motioned the waiter to bring another round of drinks, then I leaned
toward Angie to make myself heard over the music.

   "Well, how's it going?" I asked.

   She smiled widely.  "Great!  It seems very comfortable.  I almost feel
like I've known her for a long time.  She seems very familiar."

   Oh-oh.  This was not good.  I struggled to figure out a way to divert
her thoughts, but there was no need, as she continued on.  "Plus, she's
damned sexy." Her look turned sultry.

   I arched an eyebrow.  "That sounds encouraging.  So, do you think it's
going to work out then?"

   She nodded.  "Definitely."

   "So what were you two talking about?  I couldn't hear a thing with this
music."

   "Oh, just girl-talk."

   "Oh, and another thing," I said with a stern look on my face.  "Why were
you looking at me so much?"

   She looked at me innocently.  "We were not!"

   I poked her playfully in the ribs.  "Were too.  I saw you."

   She stroked her hair, twirling it into a little curl with her finger. 
"Well, if you must know, she asked what you were like in bed."

   My eyes widened, and I felt my cock stirring in my pants.  "Oh man.  And
you told her what?"

   She giggled.  "I said you were pretty damn good of course."

   I winked at her.  "Thatta girl."

   She looked at me evilly.  "We also played a little footsie under the
table.  She's been rubbing her leg against mine for the last ten minutes."

   "Hey, hey, I like the sound of that," I replied.  I placed my hand on
her warm inner thigh, just below the hemline of her skirt.

   Angie looked at me slyly.  "If you go a little higher, you'll get a
surprise."

   "A surprise?  And what would that be?"

   She nodded toward my hand and smirked.  "You'll see."

   I quickly glanced around the room to make sure no one was looking.  The
band was just completing their set, and the dance floor was emptying, but
no one was headed our way.  The young couple at the next table seemed to be
focused on each other.  No one was paying attention to us, so I inched my
hand up her inner thigh.  I dove under her skirt, and felt the warmth
increasing.  Only a couple of inches to go...and then I felt soft hair.

   My eyes widened.  "Why you dirty girl!" I said with mock gravity.  "And
where did your panties go, young lady?"

   "Took 'em off in the ladies room."

   I began brushing my fingers through her pubic hair, hidden by the
tablecloth.

   "Ooh," she cooed, and spread her legs slightly.

   "I like it," I said.

   She chuckled.  "You're not the only one.  Jan was impressed too."

   "You mean, you told her?" I asked with mock horror.

   "No, actually she saw under my skirt," she replied.  "I made sure of it.
In fact, that's one of the reasons she went to the lady's room.  She said
she wanted to take hers off too."

   My cock grew another inch, and was now bent painfully inside my pants. I
began to gently stroke through the folds of her pussy lips.  They were
slick with her juices.  With a sharp intake of breath, Angie closed her
eyes.  I felt her leg tremble against my forearm.

   "Well, looks like you two are having fun.  But you're starting without
me!"

   Angie and I looked up to see my Mom standing next to the table with a
little-girl pout on her lips.  We were so intent on each other that we
hadn't noticed her return.

   I extricated my hand from under Angie's skirt and chuckled.  "Sorry,
just killing time, waiting for you to get back."

   My Mom smiled, flashing her straight white teeth, and eased into the
booth.  As she did so, her dress slid up her thigh, and I (and Angie, I
could see out of the corner of my eye) watched in anticipation.  As she
slid along the seat toward Angie, her knees parted (probably wider than
they needed to) and I could clearly see her exposed, naked pussy,
highlighted in the soft glow of our table lamp.

   I was going to be discreet about the quick flash, but to my surprise
Angie commented on what she had seen.  She touched my Mom on the forearm,
and said in a low, sexy voice "Ooh, looks like you decided to get more
comfortable."

   Mom gave a shy little smile, and actually flushed a little bit - I
didn't think she was capable of being self-conscious.  But I think she was
surprised a bit by Angie's lack of inhibitions.  I know I was.

   My surprise turned to mild astonishment when Angie actually reached down
and caressed my Mom's leg with her soft hand.  Yup, the alcohol was
definitely having an effect on her.

   I watched, entranced, as her fingers softly danced from my Mom's right
knee, up her thigh, and then pushed the hem of her dress upward.  Slowly
and teasingly, Mom spread her legs, clearly exposing her shaved, dark pussy
hair to our delighted view.

   I cleared my throat.  "Um, ladies," I said, my voice trembling slightly.
"Maybe we should head upstairs to our room now."

   They looked into each other's eyes and nodded their agreement.  I
quickly, almost urgently, caught the waiter's eye and took take care of the
tab.  My hands were shaking with anticipation as I signed the bill.

   We were in the room within five minutes.  As I locked the door and
removed my shoes, Angie grabbed my Mother by the hand and pulled her to one
of the two king-size beds.  My Mom ripped the bedspread off, then they sat
together on the edge of the bed.

   They smiled shyly and looked at each other with smoldering eyes, as I
lay in the other bed.  Their beautiful faces were nearly touching, their
hands lightly caressing each other's hair.  My Mom rested her hand on
Angie's curvaceous hip.

   Slowly, seductively, my Mother drew her face toward Angie, and their
lips touched, ever so gently.  Again, they kissed, this time with more
passion, as Angie clutched at my Mother's head, drawing her tightly toward
her.

   I watched, enchanted, as their lips parted and their wet tongues darted
out to taste each other.  Both of them, especially Angie, were softly
moaning with desire.  The french-kissing increased in intensity, as they
stroked each other's bodies through their clothing, tenderly at first, then
with more urgency.

   Angie unbuttoned my Mother's dress, and pulled it down to expose her
bared shoulders.  She tentatively reached toward her breasts, covered in a
frilly bra.  Her searching hands traced the lines of the bra for a moment,
then began to massage them.

   My Mom reached behind herself to unclasp the bra, and pulled the
undergarment from her.  The tanned, pear-shaped tits and long erect
nipples, which I knew so well, were exposed to Angie's gaze for the first
time.  She timidly pinched one of the nipples lightly, then leaned down to
tenderly lick it with her wet tongue.

   I watched the awesome scene from my vantagepoint on the other bed.  This
was the most erotic thing I had seen in my life, and my cock throbbed with
lust.  I unzipped my pants to adjust it from its uncomfortable position.

   "Oh Angie, that feels good," my Mom sighed, and she pulled Angie's face
tightly to her breast.  For several minutes, Angie contentedly suckled at
first one, then the other.  The erotic slurping and sucking sounds filled
the hotel room.  As she suckled, and without removing her mouth from my
Mom's soft tit, Angie removed her own blouse and exposed her naked torso.
She was bra-less underneath, and I delightedly compared her smaller, taut
breasts with my Mother's larger, more mature tits.  My Mother obviously
enjoyed the sight also, for she began to gently stroke Angie's small brown
nipples.

   After several minutes, Mom gently pushed Angie away, and down onto the
mattress.  Angie swung her legs up onto the bed, and lay there on her back.
She was still wearing her mini-skirt, but it was now bunched up around her
hips.  I could see her blond pubic hair peeking out between her slim legs.
She looked over at me and smiled, then together we watched as my Mother
slipped her dress down over her flared hips, and down her legs.  She
stepped out of the dress, and stood proudly next to the bed to let Angie
admire her mature body.

   My Mom got onto the bed and coaxed Angie's legs apart.  She gazed with
lust and admiration at Angie's pretty pussy, pink and shiny from her
juices. She crawled on hands and knees between them, and leaned forward to
lightly suck at one of Angie's small, brown nipples.  She alternated from
one to the other, while Angie moaned softly with pleasure.

   She left the breasts and began to lick slowly down to Angie's navel,
then back again, trailing a line of shiny saliva on the tanned, taut
stomach.  Angie sighed, and I could see her tremble with the sensation.  As
my Mom licked up and down, I could see one of her swaying breasts brush
over Angie's crotch.  The long erect nipple stimulated her clitoris.

   Gradually, my Mom worked her tongue lower, skipping past Angie's navel,
past the pubic mound, toward her slim, muscular thigh.  She licked the top
and inside of Angie's thigh, approaching, but not quite reaching, her horny
cunt.

   Angie's eyes were fluttering, her mouth open and panting, as my Mom
teased her.  Her tongue was tireless.  Angie thrust her pelvis toward my
Mom's mouth in a futile attempt to make contact between her pussy and the
wonderful tongue.

   Finally, Angie could take it no longer.  "Oh God, Jan, I need to get
off. I need you to lick me."

   My Mother smiled evilly, and I watched as she extended her tongue and
touched the tip to Angie's wet pussy lips.  She slowly licked upward,
ending the stroke with a circular motion around Angie's erect clitoris.

   "Ohhh, yes, fuck!  Suck me Jan," cried Angie in a quavering voice.  She
grabbed her legs and pulled the knees back to her chest, thereby splaying
her cunt wide open for my Mother's searching tongue.

   Mom repeated the licking motion.  This time, though, she started the
long stroke at Angie's tight, puckered asshole.

   My cock ached inside my pants.  I quickly stripped my clothes off, and
then lay back down on the bed to watch the incredible action.  I took my
hard prick in my hand and stroked it while I watched.

   Angie's moans became more urgent, and my Mother sensed that Angie was
approaching her orgasm.  She focused her attention on her pink clit, and
began licking it in a rapid, fluttering motion.

   "Oh yes, oh yes, oh yes..." murmured Angie over and over, imploring my
Mother to continue.  Her legs began to tremble.

   Faster and louder she moaned.  "Oh yes, oh yes oh yes, OH YES, OH
YES...."

   Then, with a final loud gasp of pleasure, Angie's entire body became
rigid.  With a soft scream, she began bucking her hips up and down, fucking
my Mother's tongue with her burning pussy.  My Mom continued her furious
licking on the distended clitoris, as wave after wave of ecstasy washed
over Angie's writhing body.

   Angie's chest was heaving, and her breathing was harsh and ragged.  She
was covered with a fine sheen of perspiration.  Her face was flushed with
the glow of her orgasm, the first she had ever experienced at the hands of
another woman.

   My Mother crawled up and lay next to her.  She softly caressed Angie's
body, and kissed her lightly on the cheek, helping to bring her down from
the throes of her orgasm.

   Angie's heavy breathing soon subsided, and she gave a contented sigh. 
She looked into my Mother's eyes with a smoldering passion, and taking my
Mom's face in her hands, kissed her deeply on the mouth.

   "Thank you," she whispered.  "That was incredible."

   My Mom smiled in response.  "You're welcome," she said softly.

   "I want to do the same to you."

   "You'll get a chance," my Mom replied.  She nodded over to me.  "But I
think maybe Troy would like some attention."

   Angie turned from my Mother and looked toward me.  She chuckled at the
sight of my fist wrapped around my throbbing prick.

   "Poor baby," she cooed.  "Jan, I think you're right.  If he doesn't get
relief soon he'll explode."

   Mom and Angie hopped off the bed, skipped over to mine, and jumped on.

   "Okay Troy.  Your turn.  Get on your back and we'll take care of you,"
said my Mom.  I saw her whisper something in Angie's ear.

   I eagerly complied.  I lay flat on my back, my hard cock pointing toward
the ceiling.  Angie and my Mom got on their hands and knees next to my
spread legs, and together drew their lovely faces toward my hard prick.

   I closed my eyes in anticipation.  Every man's dream, and it was about
to come true!  Two beautiful women about to service my prick.

   I gave a little yelp when I felt one of their tongues touch the head of
my prick.  The other soft tongue soon followed, and together, they licked
up and down my hard shaft, coating it with their warm saliva.  Their mouths
were seemingly everywhere at once.

   At one point, my Mom demonstrated her deep-throat technique for Angie,
something she was just learning how to do, with my coaxing.  She nearly
succeeded, but gagged slightly at the last moment.

   I was in heaven.  Their tongue strokes were warm and wet, and my cock
was throbbing at their touch.  I groaned with pleasure.

   I think he'd like us to fuck him now," said Angie.  "What do you think
Jan?"

   "I agree," said my Mom.  "Which of us has first dibs?"

   "Oh, I think you should," said Angie.  "After all, you've never got to
fuck him before."

   I smiled at the irony of that statement.  If she only knew.

   My prick throbbed in anticipation as I watched my Mom squat over me, and
slowly lower her herself onto me.  With perfect, practiced aim, my cockhead
hit the entrance to her wet pussy.  She paused briefly, then with a low
gasp, she continued plunging down, down, until my cock was buried to the
hilt up her warm, wet cunt.

   "Ohh, yeah that's it," I murmured.

   She immediately began bucking up and down, and I groaned with pleasure
at the sensation.  I had fucked her so many times, but the added
stimulation of Angie watching us nearly drove me mad with pleasure.  The
eroticism was increased when Angie knelt next to my Mother, and clutched
one of my Mom's heaving, pendulous breasts in her little hand.  She lowered
her face to the erect nipple and began sucking the bouncing tit.

   My Mom fucked me savagely, as the bedsprings squeaked beneath our
writhing bodies.  Beads of sweat began to form on her forehead, and her
face was flushed, as we raced toward our orgasms.

   I gritted my teeth, and closed my eyes tightly in an effort to delay my
climax.  My body was tense.  I wanted this moment to last.  But her cunt
muscles were beginning to pulsate around my erect shaft, and I was going
insane with lust.

   "OHHH GOD MOM...FUCK ME!" I cried with pleasure.

   I opened my eyes in horror.  My Mom's wet, humping cunt came to a halt
on my thrusting cock.  Her eyes were wide with astonishment, and she looked
down at me, not wanting to believe that I had actually said it.  But the
look in my own eyes told me that yes, she had heard correctly.

   My eyes darted toward Angie.  She was still clutching my Mother's breast
with her hand, but she had abruptly stopped suckling the nipple when I
yelled out with passion.  She turned to look at me, confusion crossing her
face.

   "What did you say?"

   I couldn't respond.

   She looked at my Mother.  Their eyes met, and held.  A flash of
recognition crossed Angie's face.  She gasped, and her blue eyes widened
with shock and disbelief.  She pulled her hand away from my Mother's breast
as if she had touched a hot iron, and leapt off the bed.  She backed away
from us with horror.

   She brought her trembling hands to her mouth, now open wide with
astonishment.  "Oh my god," she whispered.  Her eyes were darting from me
to my Mother.  "Oh fuck.  Oh my god." Her voice was trembling.  Tears were
welling in her eyes.

   "Angie, wait..." I began feebly.

   "Fuck you!" she shouted at me.  Her voice was quavering with anger and
shock.

   "Please Angie.  Let me explain."

   But there was no explanation.  I knew it, and Angie knew it.  I watched
forlornly as she hurriedly collected her clothing from the floor and got
dressed.  Without so much as a single glance at us, she left the room, the
door slamming behind her.

   I closed my eyes.  Fuck!

   My Mother was still sitting on my cock.  With the shock of the last
minute, I was only semi-erect inside of her.

   But I felt her begin to hump up and down, tentatively at first, then
with greater urgency, her wet pussy making squishing sounds along my
rubbery shaft.  I could feel my cock respond, as her warm cunt squeezed
around me.

   I looked up at her, and met her beautiful brown eyes.  They were glazed
with passion.  I clutched her ass cheeks in my trembling hands and squeezed
them in rhythm with her urgent thrusts.

   "Fuck me Mom," I said.

   The End Ppcummings (ppcummings@hotmail.com) November, 2000