Rob waited uneasily in Richie's apartment.  He was slumped
down in the overstuffed chair, staring vacantly at the TV screen,
wondering if she'd show up.  
   Richie, his best friend, had moved away from home last June
right after graduating from high school.  He had been able to land
a job right away, sweeping floors at a local factory.  It was
demeaning work, Rob thought.  But at least Richie had enough
money to keep this apartment.  And the refrigerator was always
stocked with beer.  Maybe not with food, sometimes, but always with
beer.  Richie was working night shift now, and when Rob had asked
him for the use of the apartment, he had smiled knowingly and
tossed the keys with a lewd, "Wash the sheets when yer done,
asshole."
   Rob jerked in the chair as he heard footsteps in the hall outside. 
Maybe that was her?  But the footsteps kept on right past the door
and up the hall.  He glanced at his watch nervously, then smiled. 
It wasn't even time yet.  Still five minutes to go!
   He was excited.  She was one beautiful woman!  So what if she
was old enough to be his mother?  He laughed quietly to himself at
his own joke.  He thought about her short, brown hair, cut in that
perky style.  He licked his lips thinking about her full breasts
tapering down to a slender waist, flaring out to wide, woman's hips. 
A shiver ran up and down his spine and his cock jerked in his pants
in anticipation.
   He was glad his dad had married Loretta!  She was one fine
looking woman!  Rob remembered the first time he had seen her
naked.  About two weeks before, he had gotten up in the middle of
the night to piss, and had heard muffled sounds escaping from the
nearly closed door of their bedroom.  Walking quietly, on his tip-
toes, he had approached the door with some apprehension.  Slowly,
he pushed the door open a couple more inches and carefully
stepped halfway inside.
   In the glow of the nightlight, he had seen his father laying on his
back on the bed.  His eyes were closed and he was snoring loudly. 
The blanket and sheet were pulled down around his ankles.  He was
wearing his ever-present boxer shorts and tee-shirt.  Loretta, his
step-mother, was nude.   
   She was on her hands and knees facing away from the door
slightly, had pulled his dad's limp cock from the fly of his boxers,
and was sucking on it noisily.  His dad had obviously had too much
beer to drink again, because he wasn't even aware of what was
happening.  He just continued to snore.
   Loretta was whimpering in frustration.  No matter what she did,
his limp cock wouldn't respond.  She had a hand pushed between
her legs, and Rob could see the shadow of a finger move up and
down her slit, making squishy sounds.
   "C'mon, goddam it," she whispered harshly.  "Get it up you
bastard!"  There was no response, and she put her mouth on the
flaccid organ again.  She sucked on it grotesquely, large dents
forming in her cheeks.  Loretta raised her head up, pulling the
floppy muscle up by its head until Rob thought it would rip away
from his dad's body.  With a sound like a noisy kiss, it pulled free
of her mouth to plop wetly back.
   Rob's cock was hard anyway from having to piss so bad, and this
wasn't helping.  He always slept nude, and his hard cock was
weaving back and forth in the air with every heartbeat.  He reached
down and captured it in one fist and began to stroke it lightly as he
watched.  
   Loretta continued to finger herself as she worked frantically on
her husband's useless organ.  
   Rob admired the way her heavy breasts swung back and forth as
she grabbed his dad's cock in one hand and stroked it vigorously. 
When that didn't work, she bent down again and took it in her
mouth.  Rob could see her hard nipples brush against his dad's
thighs as she sucked the droopy member into her mouth again.  His
dad continued to snore, and other than that noisy sound, you'd think
he was dead.
   With a mew of frustration, Loretta gave up and rolled onto her
back next her sleeping husband.  Without missing a stroke, she
continued to run a finger up and down her wet slit.
   "Fuck you, you son-of-a-bitch," she said.  "If you can't get it up I'll
do myself."
   She reached back with her free arm and pulled a pillow up to
prop up her head so that she could look down between her full
breasts to watch her finger do its magic.  As her husband continued
to snore, Loretta reached up and pinched a huge nipple between
one thumb and forefinger, while rubbing the other hand forcefully
over her wet mound.  Her hips started to move in cadence with her
rubbing hand, rising slightly to meet it.
   Rob moved his hand faster, picking up the same rhythm as his
step-mother, stroking his cock in time with her moving hips,
imagining what it would feel like to stick his cock into her wet cunt. 
Imagining what it would taste like to suck on those glorious nipples,
maybe even getting a mouthful of milk!  Maybe she'd suck his cock
too!  He groaned softly at the thought of it.
   Afraid that he had been heard, Rob looked quickly at his step-
mother.  She seemed to be looking straight at him, but continued to
rub herself frantically.  Maybe she couldn't see him in the dark? 
That nightlight didn't give off much light.  He continued to jack
himself off, staring intently at her marvelous body while she
masturbated.  What he wouldn't give to fuck her!
   Suddenly, she groaned loudly and spread her legs widely.  Rob
could see her push one, two, then three fingers into the dark slit
that was the opening to her cunt.  Then she stiffened, arching her
back, and he knew she was cumming as she worked those fingers
noisily in and out of her cunt with abandon. 
   A few more strokes and Rob was cumming too.  Large gobs of
his milky semen erupted from the end of his cock and spewed a
couple of feet in the air before landing on the hardwood floor in
front of him to gleam in the glow of the nightlight.  Rob kept
stoking his cock madly until the initial flow subsided and his cum
oozed all over his hand.  During this all, he continued to watch
Loretta as she arched her back again and seemed to have another
orgasm.
   Quietly, Rob stepped out into the hall and moved quietly to the
bathroom, where he cleaned himself off with a cold, wet washrag
and emptied his bladder.  He lay awake for a few more minutes
after returning to bed thinking about what he had just witnessed,
and wondering how his dad could just lay there with that sexy
woman next to him.  While imagining he was sucking those huge
nipples, he fell asleep.
   The next morning he dressed for school and ran down the stairs
early, wanting to be with Loretta before his dad and Melinda could
get there.
   "G'morning Loretta," he mumbled as he entered the kitchen.  She
was sitting at the table, nursing a cup of coffee, dressed only in a
loose fitting, terry cloth robe.  Even without makeup she looked
beautiful to him.
   "Hi, Rob," she answered brightly.  Then she smiled sexily.  "Have
a good night?"
   Rob blushed furiously.  "W-w-what do you mean?" he stuttered,
looking quickly over his shoulder to see if anyone heard.
   "Don't worry, your dad is still asleep, and Melinda is in the
shower."  She smiled invitingly, showing small white teeth in perfectly
straight rows.  "Did you like what you saw?"
   Rob gulped and blushed even more.  "W-w-what I saw?" he
repeated stupidly.
   Loretta continued to smile and shifted in her chair so that the
robe fell open at the top to expose her luxurious breasts.  She raised
her coffee cup and looked at him speculatively over the rim of it as
she sipped the dark, hot liquid.
   "Last night.  While you were jacking off that beautiful cock of
yours.  Watching you stand there helped me get off," she explained
after a moment.  "Your goddam father sure couldn't do anything,"
she went on with a snicker.
   "Oh, Loretta," Rob almost whined.  "You're so beautiful!  How
can he just lay there?  I-I-I mean..."
   "He drinks too goddam much beer," she interrupted.  "Anyhow we
both got an eyeful, didn't we?"  Loretta laughed melodiously.
   "You're so beautiful," Rob repeated, not knowing what else to
say.
   "So're you, babe," his step-mother told him.  "And that cock....  
The question is, what're we goin' to do about it?  Your dad isn't
much good any more, and I get real horny."
   She looked at him with piercing blue eyes.  One breast had fallen
out of the robe and a large dark nipple was stiffening quickly in the
chill air.  
   Rob licked his lips appreciatively and thought.  "What about you
coming to my room?  We'd be real quiet and nobody would know."
   "And what if somebody hears?  What if you dad hears and finds
us."
   Rob thought about his dad's broad shoulders and strong arms. 
"He'd beat the shit out of me," he answered sullenly.
   "And me too!" Loretta chimed.  "You think about it, Rob.  And
when you've got something worked out, let me know."
   She stood up and moved to him from the table. 
   "I gotta go clean up before your father gets up.  Here, smell this." 
Loretta put her fingers lightly on his upper lip, right below his nose.
   Rob could smell the distinct aroma of her sex.  It was musky and
beautiful.  His cock jerked in his pants.
   Then she wrapped her arms around his neck and stood up on her
tip-toes.  She mashed her lips against his and forced her tongue into
his mouth.
   Rob could taste the sweet mint of toothpaste, mingled with the
aromatic coffee.  Her huge breasts flattened against his chest.  His
cock got hard immediately and pressed against her stomach.
   "Well!" she said, breaking their kiss.  "I feel something I need! 
Let me know when you've got it worked out."  Then she exited the
room and left him there with his thoughts... and a hard-on.
   It had taken a couple of weeks, but he had managed to work it
out.  He had borrowed Richie's apartment, had told his dad he was
going to a football game, and had arranged it for Loretta to be
"called in to work".  
   Rob glanced at his watch.  It was five minutes after, and she
wasn't there yet.  Maybe she was teasing him all along?  Maybe she
was just a prick-tease like he had thought Melinda was... until the
other night.  He smiled at the memory of her going down on him.
   A sharp rap at the door brought him out of his reverie.  Rob
jumped up at the sound and bounded to the door.  he opened it
widely, and there she was.  His step mother looked so beautiful and
sexy that he gasped at the sight of her.
   She was wearing a tight pair of bluejeans.  They were so tight
that he could see her pussy lips parted by the seam at the crotch. 
They clung to her round ass like a second skin.  Under her open
jacket was a tight tee-shirt.  The bra she wore pushed her huge tits
up and together so that they looked like a couple of cantaloupes
shoved up under her shirt.
   She had heavily made up with several shades of eye shadow
brushed across her lids, accenting her big blue eyes.  Dark rouge
followed the lines of her cheek bones, and her full lips were painted
with a glossy, dark red lipstick.  He stood there with his mouth
hanging open.
   "Well lover," she asked huskily, "aren't ya goin' to invite me in?"
   Wordlessly, Rob stepped back from the door as she stepped by
him, then shut it behind her.  He took her jacket as she shrugged
out of it and dropped it carelessly on the chair behind him, never
taking his eyes off of her.
   "You look wonderful," he  stammered.  "I just can't believe how
sexy you are!"
   Loretta smiled widely at him, exposing her perfectly white, sharp
teeth in contrast to the dark red lips.  She rested her hands on her
hips and pushed her shoulders forward slightly, exposing a gorgeous
cleavage at the vee neck of her shirt.
   "Think so, huh?"
   She reached out and rubbed his bulging crotch.  "You look pretty
wonderful, too.  Why don't you get out of those pants, so I can see
if that thing is as pretty in the light as it is in the dark?"
   Rob suddenly realized that his cock was hard already and rushed
to do as he was bid.  He fumbled with the button at the waist and
zipper, finally managed to loosen both with shaking hands, then
dropped the trousers to the floor around his ankles.  The head of
his cock peeked from the waistband of his jockey's.
   Loretta was smiling good-naturedly as she watched him fumble
with his clothing.  
   "O-o-oh," she said puckering her red lips sexily.  "Him's cock is
ready, isn't it?"  She stepped close to him and ran her hand down
the front of his jockey shorts and wrapped it around his hard organ. 
She mashed her tits against his chest and looked up at him with her
eyes half closed.
   A shiver ran down Rob's spine as he bent down to kiss her
pouting mouth.  Their tongues fought momentarily before she won
entrance to his mouth.  He felt her squeeze his cock and stroke it
deftly.  Her tongue explored his mouth relentlessly for a few
moments as she continued to stroke his cock, then retreated to her
own mouth.  Rob pushed his tongue between her full lips to follow,
and felt her suck it in to her mouth.  
   She treated it like a tiny cock; sucked it into her mouth, then ran
her tongue around it in circles, finally tickled the underside of it with
the tip of her tongue.  All the while she teased and stroked his cock
and rubbed her tits against him.  Then she broke away laughing
sexily.
   Rob's cock throbbed and jumped in his shorts.  "Gawd!" he
exclaimed.
   Loretta stepped back and pulled her tee-shirt off over her head,
messing up her hair a little, and dropped it on the floor next to her. 
Her tits strained against the confining bra and she reached under
the front to release the single catch that held the bra fastened.  She
smiled and sighed in relief as her huge tits sprang forth from
captivity.  She rubbed them tenderly.
   Rob could see a red welt across the top of each breast, right
above the nipple, where the top hem of the constricting bra had
bitten into the flesh.  Her marvelous nipples were swollen and
brown; about the size, color, and texture of walnuts.
   "Get outta them clothes, boy!" she ordered in a mock-southern
accent, then giggled girlishly.  She watched him undress while she
unfastened her jeans and slid them down her thighs and grinned at
his hard cock as it swung free of the jockeys to point at the ceiling. 
"That feller's sure askin' for it!"
   Rob hurriedly pulled his shirt off and dropped it next to his jeans
and shorts, and stood there naked in front of her.  She had bent
over to remove her jeans, and he watched her breasts swing
pendulously with each movement of her arms.  As she straightened
up, he saw that she had not worn panties.  Her dark brown pubic
bush was neatly trimmed.
   "I didn't think you'd come," he mumbled softly staring at her with
boyish lust.
   "I haven't yet," she teased.  "But I'm planning to.  A lot! First
things first, though."
   Loretta stepped toward him and immediately fell to her knees in
front of him.  She took his cock in her mouth.
   Rob felt her tits press against his thighs as she took his whole
raging member into her mouth.  He could feel the head of his cock
slide down her throat and he marveled that she wasn't choking.  Her
pert nose was in his pubic hair and he could feel her sharp teeth
close around the base of his organ.  He moaned at the feeling of
pleasure he received as her tongue rubbed up and down the length
of his cock.  He ran his fingers into her hair and grabbed hold of it.
   Loretta started to bob her head up and down pulling his cock out
of her mouth until just the head was caught between her lips, then
slamming back down onto it until it was again totally engulfed in her
warm, wet mouth.
   Rob groaned and felt a stirring in his balls as she pulled her head
up and clamped her teeth around the meaty head of his cock.  Her 
sharp teeth sent a shudder through him as she nipped at him then
rolled her flat tongue around the sensitive head.  He felt her hands
push at the inside of his thighs, and he parted his legs in response.
   Loretta started massaging his balls gently with one hand while the
other reached around his hips to grab one muscular asscheek.  She
sucked his cock down her throat again and closed her teeth on the
base of it.  The flat of her tongue rubbed up and down the shaft.
   The tingle in his balls got suddenly worse as he felt a sharp
fingernail rub against his puckered asshole.  He felt her squeeze his
balls more forcefully, groaned in response and shoved his hips
backwards instinctively trying to pull his balls away from her grasping
hand.  Her finger was ready and he felt it slide into his ass.  
   Rob grabbed her hair tightly and pushed on her head, trying to
drive his raging cock even deeper into her mouth.  He felt her
finger move around in his ass, and she tried to shove another one
in as he exploded in her mouth.  So great was his orgasm that he
felt the muscles between his legs cramp as he shot steamy hot cum
into her mouth.
   Loretta sucked on his cock like she was trying to suck oatmeal
through a soda straw, massaging his balls and probing his ass all the
time.
   Rob whimpered and felt his knees give way as the power of his
orgasm overcame him.  In slow motion, he collapsed to the
threadbare carpet and fell to his back as Loretta grabbed his cock
with both hands.  
   She raised her head until only the head of his cock was stuck
between her lips and stroked it powerfully with both hands locked
into a fist around it, squeezing every drop of cum that she could into
her mouth.  She purred like a kitten.
   Rob felt his feet cramping and suddenly realized that he had
curled his toes under like a parrot grabbing a tree branch.  His
breath came in huge gasps as he stared at the dirty ceiling.  Then
he felt her crawl up, felt his sensitive cock, still hard, get trapped
between his belly and hers.  As she lay on top of him and brought
her mouth to his, he reached around and grabbed her full asscheeks
in both hands.
   He felt her ample lips, wet with his cum, touch his and he
opened his mouth to kiss her.  She rubbed her belly against his and
squirmed around on him.  Rob felt her hard, walnut nipples poke
into his chest.  He kissed her passionately and pushed his tongue
between her lips.  Her mouth opened and his mouth was flooded
with his own cum.  
   She had swallowed some of it, but had retained enough to let him
know what it tasted like.  Their tongues slid back and forth between
their mouths, playing in the cum before she sucked it back into her
own mouth and swallowed slowly.  
   Rob felt a renewed rush of blood to his cock, which was still
hard, and wondered momentarily at it still being erect.
   Loretta moved her legs to each side of his belly and sat upright,
chuckling huskily in her throat.  She looked down on him and licked
her dark lips sensually.  Her blue eyes sparkled in the lamplight
beneath heavy lids. 
   "Tasty, huh?" she asked.
   Rob thought that she was the most beautiful woman he had ever
seen.
   She positioned herself so the Rob's cock rubbed against her clit
and slowly slid her hips back-and-forth as she bent over, rested her
hands on his broad shoulders, and offered one crinkled brown nipple
to his mouth.
   "Now that we've got that first quick cum out of the way, we can
get down to some serious shit," his step-mother told him as he
sucked her nipple like a toddler for a moment before she sat
upright.
   Loretta raised her hips and grabbed his cock with one hand.  She
pulled it perpendicular and moved it so that its bloated red head slid
back and forth in her gooey slit.  Her eyes closed tightly and she
trembled as the cockhead rubbed her distended clit.  A drop of
drool, mixed with what was left of his cum, ran from the corner of
her mouth and dropped onto Rob's chest.  Then she positioned the
massive organ at the entrance to her wet cunt, and sat slowly down
on it, savoring every sensation as inch by inch, the pulsating stalk
slid into her.   She could feel every vein and knob as the huge cock
filled her every recess.
   "You're almost as big as your daddy," she murmured as it slowly
sank into her.
   Once it was in to the hilt, Rob could feel the end of his cock
mash against her cervix.  As she sat there for a moment, relishing
the feeling, he jerked his cock muscles and felt the response of her
cuntal muscles squeezing back.
   Loretta sat there, impaled on his massive cock.  Slowly, she ran
a finger into her slit and rubbed her sensitive clit as she rocked back
and forth on his cock.
   "I love having your big cock in me," she told him softly, eyes till
shut, as she rubbed her clit slowly.
   Rob tried to lift his hips to meet her slow grind.
   "You just lay there," Loretta commanded.  "I know what I want."
   He lay there and tried to concentrate on the feeling in his cock
as she rocked on him so slowly.  But his mind wandered and he
found himself appraising the gorgeous woman perched to wantonly
on his cock.
   Her short, dark brown hair had the beginnings of streaks of gray
at the temples, although Rob knew that she wasn't much over thirty. 
She had applied makeup tastefully, but sexily.  Eye shadow was
iridescent blue and purple, and complimented her large blue eyes. 
   Her tits were heavy and feminine, and sagged very little.  The
walnut brown nipples, with aureoles like half tennis balls, were perky
and pointed upward.  There was a fading pink welt across the top
of each breast just above the nipple, where her bra had been
binding her.  No stretch marks.
   Rob couldn't understand how his father could just lay there and
sleep while this stunning thing was horny and next to him.  
   Loretta opened her eyes and smiled down at him erotically.  She
leaned over and placed her hands on his shoulders again and began
to move more purposefully, riding his cock in a slow, sensual
cadence.  Her heavy breasts swung back and forth slowly above his
face in an almost hypnotic beat.
   "Fuck me, Rob," she implored lustfully.  
   Rob grabbed her hips and quickly established a comparable
rhythm, thrusting his hips upward to impale her as she slid
downward to engulf him.
   "How's that?" he asked.
   "Unh...  unh... unh... better... ," she said as her eyes closed again
and her lips pulled back across her teeth in a more carnal smirk,
and continued to make that "unh" sound every time his cock hit
bottom.
   His step-mother lifted one hand from his shoulder and began to
rub her clit again.
   "Faster," she ordered.
   He increased the speed of his thrusts at her request and pulled
at her hips with each jab, trying to force more of his cock into her
dripping cunt.  Then Rob remember how good it felt to have her
finger up his ass.  Wanting to reciprocate, her slid one hand around
to the crack of her ass and probed clumsily at her asshole.  He
crack was wet with her perspiration and slimy cunt juice and his
finger slid up and down the crack until it found its target.
   She moaned as his probing middle finger glided into the puckered
brown hole to its second knuckle.
   Rob was startled to feel his cock with his finger, and his finger
with his cock, simultaneously.  He rubbed his cock with his finger as
his step-mother moaned and fingered herself more fervently.  Slowly
her asshole relaxed and stretched and he worked his first finger into
it too, as she pushed back against his hand.  
   Loretta shuddered and tried to move faster, but Rob was able to
keep her from it by holding onto her ass with his two fingers.
   "Ple-e-e-a-se, Rob," she whimpered.  "I'm almost there.  Fuck me
harder."
   Rob could feel the tell-tale tingle in his balls, and fought hard to
keep control.  It was easier because he had already cum once, but
still a battle.  
   Loretta began to rub her clit violently as she struggled against the
fingers in her ass that were restraining her.  A red flush appeared
on her chest, starting at the pink welts on her tits and spreading
upward toward her neck.  Her breath came in short gasps and sweat
beaded on her upper lip and forehead.  She bent over, trapping her
hand between them, squashing her breasts against his muscular
chest, and thrust her tongue deep into his open mouth.  Her lips
mashed against his and their teeth gnashed.  
   Rob started to piston into her in long, quick lunges while he
kneaded her asshole with both fingers.  It felt like his balls were
going to explode.  He felt a tickling sensation in his lips as she
started to moan while her tongue battled him for control of his
mouth.  He felt her mouth start to water uncontrollably and he
swallowed her saliva as it drained into his throat.
   They came together as he suddenly spouted a geyser of cum into
her cunt, which was rapidly becoming drenched with her own juices. 
They locked their arms around each other and rolled around the
floor sucking and humping at each other until finally, they both lay
still, spent of all energy.
   Rob lay on his back with his eyes closed, holding his step-mother
tightly in his arms, relishing the fell of her wondrous breasts mashed
against his chest.  His cock shriveled and slipped from her gaping
hole and he could feel their cum ooze onto his tummy.  He kissed
her tenderly on the neck and felt her nuzzle his ear.
   "Well!" he heard the familiar voice say coldly.  "That was quite a
performance!"  It was his father!