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!