I was 17 with all the urges of a typical guy of my age. I'd already lost my virginity, but now my new girlfriend, Carley, wasn't ready for me to have her do the same. She was younger than me, cute, with the tight body of a young woman. Her breasts were small and pert, her hips narrow, her butt round and firm. I liked being with her. We'd fooled around some, I'd played with her small tits, sucking at her nipples, while caressing her ass. She'd really done no more than fondle my cock through my pants, despite my urgings.

"Please Rick, I'm just not ready yet."

"OK, I can wait, but just tell me that there's a chance we might." She looked down shyly.

"I'm sorry if you think I'm a tease, but it's a big thing to me. I want to wait a bit." Once you've done it, it's hard to put off that urge. Maybe if she'd help release my pent up need. I guess I could have dumped her, but she was a lot of fun otherwise.

We spent a lot of time at her home. Maybe so her mother could keep an eye on us. Mrs. Spencer made sure to be around, offering drinks, snacks, chit chat. I noticed that she was fairly young herself. Granted at my age, anyone over 25 was old, but she was probably mid-30s, divorced. If she was a indiction of how Carley would develop, maybe I should wait. Mrs. Spencer had fuller breasts and a nice butt. She appeared to be in great shape for her "advanced" age. I knew she was keeping an eye on me as much as I was on her and her younger daughter. Her eldest, Sharon was away at college at the time. With Mrs. Spencer around we mostly limited ourselves to holding hands and sneaking in a few light kisses. One day Mrs. Spencer caught us by surprise walking in as I'd slid my hand up from Carley's stomach to rub her right breast through her shirt. She didn't really need a bra yet, so I could feel her nipple, hard, through her shirt. Just this much contact had me hard also.

"Ahem, none of that around here." We jumped and pulled ourselves apart. Carley was embarrassed, standing, on the verge of crying,

"Moooom, do you HAVE to hover all the time?"

"Well we see what happens when I don't."

"Mom, what do you want us to do? Go hide in a park somewhere and do, everything?" I sat watching, for some reason my cock hadn't gone soft. Carley stormed out of the room, leaving me sitting there with a hardon in my pants and Mrs. Spencer looking down at me. She might have noticed my condition,

"I'm sorry Rick. I realize that young men, have, urges." By now I was blushing. I was also looking up at her breasts, pushing out at her blouse as she tried to calm down. My cock still hadn't calmed down. "But she's my little girl and I don't think she's ready and if she was honest, I think she'd say she'd not ready. I had her sister when I was your age, so I know all about what can happen."

"OK." I had no idea what else to say. Here was my girlfriend's attractive mother having a sex conversation with me.

"We've talked. I know you've asked and she's put you off. I appreciate that you haven't pushed her much or forced yourself."

"No, I'm waiting for her," Was I really having this discussion? "It's tough." There, I'd said it. How would she react?

Mrs. Spencer looked down at me. "Yes, I can see. But please wait. She's still too young." I sat back. How do you answer that?

"OK."

"Promise." I sighed, looked down, then up at Mrs. Spencer,

"Yes."

"And you'll still date Carley and treat her with respect?"

"Yes, of course."

"Then maybe I have a solution." She sat alongside me on the sofa. "I get lonely. I'm not so old. You have needs." What was going on? What was she suggesting? Her hand now rested on the outline of my cock. Oh shit, that might be what she's suggesting.

"Mrs. Spencer..."

"Gail."

"Um, wh-what are you..."

"Offering my body in place of Carley's."

"I-I don't know what to say."

"Don't say anything. Ever. To anyone. Come over here after school tomorrow when Carley's at soccer practice. Just remember your promise." I didn't say anything. I nodded. Then I moaned as she squeezed the tip of my cock. Mrs. Spencer, Gail, left me with a smile. As she went upstairs Carley passed her. When she came back and sat with me she asked,

"What did she tell you? I'm so pissed at her bothering us all the time. I'm half tempted to just fuck you and get it over with."

"No Carley. As much as I want to be with you, don't do it out of anger. She cares about you."

"Shit, she must have really given you the talk."

"I promised not to force you."

"You haven't so far, so I guess we're ok?"

"Sure, let's go hang out at Marco's Pizza. See who else is around." She smiled and held my arm.

"You're the best boyfriend Rick." I wondered if she'd think the same if she knew I was going to do, something, with her mother? I felt intrigued, but a bit conflicted at the same time. She yelled up the stairs that we were going out. Then we went to meet our friends.

Monday afternoon when school ended I hurried to Carley's house. I knocked and was met by Mrs. Spencer. She was wearing a white shirt, tied above her waist. I was pretty sure there was no bra. Her shorts showed thicker but nice enough legs. I was extremely horny and really not that concerned, but at least she did look pretty good.

"Come in Rick. Thanks for coming over to take care of my yard." I looked at her confused. She closed the door behind me. "That's for the benefit of any neighbors. I've let it be known that I was having a young man do some yard work. In case anyone saw you here."

"Oh, ok."

"Are you nervous?"

"I'm wondering just what we're doing." She took me by the hand and led me to the living room.

"You're a young man with needs, I'm a lonely woman with needs. I think it's obvious."

"So you want to.."

"I want you to do all the things you'd like to be doing with Carley."

"Please, can we not mention Carley?"

"Oh, of course. That's actually good of you."

"I'm not sure I should even be here, be doing this." She stood closer to me. Mrs. Spencer, Gail, took my hand and place it on her breast. Hers weren't huge, but they were much fuller, softer, heavier than what I'd experienced before. The way they hung on her chest, I could lift it with my hand feeling the weight. I wondered for a moment if Carley's would develop. Stop, Rick, don't think of Carley. I squeezed Gail's breast, then put my other hand on her left breast. Bouncing them in my hands, definitely no bra, I could feel her nipples pressing against my hands. I looked at Gail.

"Would you kiss me?" With my mind now having gone blank, I had no reason not to. Our lips met. I did what I usually did when with a girl my age. Gail broke the kiss. "Slow down, Rick." She opened the buttons on her shirt letting me have free access. "Slow is better."

Then she kissed me again. When she was satisfied with my kissing, she led me down to her tits, suggesting I take my time, kiss all over her breasts, touching and feeling them. I eagerly sucked and licked at her tits, enjoying the larger area to explore, encouraged by her sighs. I made my way eventually to her large dark nipples, clamping down lightly with my teeth, flicking my tongue around and over, listening as she moaned with pleasure. I felt her hand roaming my body, making its way down to my pants, then over my pants, feeling the length of my cock. "Sit back. Let me see." I sat back as Gail opened my pants then slid them down my legs. My cock, now free, stuck straight out.

"Very nice Rick. Now, let me relieve what I know is hiding in here." She said that as she cupped my balls, testing their weight, rolling them in her hand. "Mmm, feels like a lot, poor guy." I moaned out loud when she bent over and sucked the head of my cock into her mouth. She popped it out. Looked up at me with a smile. "Ever had..." I nodded my head,

"But not with Carley."

"Good. Then here's your reward." Gail began licking all around my cock, drawing a line from my balls up to the tip, then around a down. She sucked at my balls, then up again. Taking the head in her mouth she drew me into her mouth. Down she went, her tongue working me, her hand squeezing my balls. I was getting ready. She could feel me tensing, my balls contracting, my cock expanding, then jets of cum shooting into her mouth. Gail swallowed, then swallowed again. She sucked at me drawing my remaining cum, then licking up and down my softening cock before sitting up, satisfied.

"Wow, that was amazing. I never..."

"You need an experienced woman for that."

"So when should I come back?"

"Are you leaving?"

"I thought.."

"No, there are more things I don't want my daughter doing yet. Touch me. All over." She stood and removed her shorts and underwear. She had dark hair between her legs. I could see the lips of her pussy. She sat and brought my hand to her. "Go ahead. I'll let you know what I like." I let my fingers search around. Her lips were large and puffy, the clit prominent and pink. She led me from spot to spot, holding my hand in place when I was touching her in a certain way. I let my fingers slip inside of her. She'd had two kids but still seemed tight around my two fingers. When I'd probbed enough for her liking she pulled my hand up to her clit, told me to now concentrate there. She leaned back as I put my effort into pleasing her. I worked around and over, my fingers circling and rubbing, I made a move to lean my head down, then stopped. I looked at Gail, her eyes closed, lips parted. She opened her eyes when I'd stopped. Seeing my position, and uncertainty, she immediately said, "Oh yes, please. Your tongue." So I leaned in and let my tongue go where my fingers had been. I liked her clit and reinserted my fingers in her wet, open pussy. Now Gail began building towards something. It wasn't fast and explosive. I worked her and worked her. My tongue getting tires with the effort, but I worked on. Slowly, her moans increased, she was sucking in breath and expelling it in long low moans. Not loud cursing or begging, just a low steady, "more, more, goooh, go, uh, uhuhuh, mmmm." She tapped my head. I looked up to see a contented smile. "That was good Rick. They're not always screaming and such. Thank you."

I moved up and rested my head on her tits. She caressed my head. Letting her fingers comb my hair. I wondered what she was thinking. I rested my hand on her soft stomach. She looked down to see my cock getting harder.

"Just as I thought. I remember when Jim could..." She stopped, her memory, though pleasant had maybe led to other thoughts. "Come with me."

She stood and took my hand. I looked her over, now that we were both naked and more familiar. She looked good, I had to admit. Softer with age, her tits hung, heavier from having two children. Her ass wider too, but nice if you're into a bigger butt. She had a little belly and some extra on the hips. But she was leading me to her bedroom. My cock was hard and she was taking me to bed. She looked great. She settled herself back on the bed, exposing her full self to me,

"Rick, I know what you need. Have you ever." I wasn't sure if the truth was the better route here. I was dating her daughter after all and how much experience did I want to admit to. I decided on,

"I'm not a virgin, if you want to know, but not a lot." She looked at me, then down at my cock.

"That can be good, and bad in its way. Come, it's been a long time for me." I crawled up between her legs, holding myself up, looking down at her. Gail reached down and tugged at my cock. Pausing a moment she led me to her wet pussy. "I may go to hell for this."

But it was too late to reconsider, I was inside Mrs. Spencer. I was fucking my girlfriend's mother. But after months of nothing I was getting laid. I put thoughts out of my mind and surrendered to the pleasure, her pussy drawing me in, milking my cock, gripping and releasing me. "That's it Rick, let me feel you. Oh, you feel so good."

"You too." But I was more interested in pushing, pushing, then out and in. She was holding me with her thighs, her ankles linked behind me, her hands touching me, nails drawing lines and waves on my back, her head back, eyes closed, letting the feelings roll over her. My cock working her pussy. I didn't have the experience to work on spots or technique. It was in and out, relentlessly, building towards the relief I needed.

"Go ahead Rick, let it out. Let me have it all. I'll be your release. Use me. I need it too. Her words encouraged me. I could feel that tingling. A feeling in my legs, working up, a slight trembling. Then, oh there it was. My cum spurting into Gail, into Mrs. Spencer. I squeezed my body willing it to release every drop, then I settled onto her, our juices, leaking onto the bed. Her hands holding and caressing me. "It's ok Rick. Young men need a release."

Now I was thinking about Carley. I'd just fucked her mother. What would she think? I couldn't ever tell her. I'd cheated on her, with her mother. It wouldn't be the last time. When we'd cleaned up Gail checked the clock. "You'd better go soon."

"Can I come back?"

"Tomorrow, sure. Any time Carley is at practice." Wow. Her mother was going to make sure I didn't push Carley. And that's what she did. Over the next couple of weeks I'd see her about three times a week. She let me fuck her hard and fast getting out all my frustrations. I took a couple weeks for Carley to sense a difference. We were sitting out on her back deck making out when she took my hand and placed it on her breast. When I moved it away, she turned to look at me.

"I'm sorry Rick. Are you getting tired of me, because...or did my mother threaten you?"

"No, nothing like that, it's just..."

"What is it Rick? I'm willing to do more, just don't dump me for someone easy. Please."

"It's ok Carley. But it's easier for me if we don't, you know...tease." She put her head down.

"I understand. I'm lucky, I guess, to have a nice guy who will wait."

"Mmm." I really had nothing to add.

The next week when I got ready to give Mrs. Spencer my regular pounding, letting out the stress of being with Carley, but not touching her, she stopped me. I looked at her,

"Is something wrong?"

"No Rick. It's just. A man can do more with his cock than jam it in a woman. Try going slower, let me guide you. Or better yet let me get on top."

"OK, sure." What I experienced next was way better than any sex I'd had before. Gail straddled me and took control of the pace, using my cock on ways I hdn't imagined.

"See Rick, with movements of the hip, and other muscles, I can stimulate you and with measured movements you can stimulate me in different ways. Right now I have you sliding along sensitive parts of me. If you can control your orgasm, hold off, relax, I can get myself ready to cum with you. I did my best, tried thinking of other things, anything but the pussy riding me, gripping me, letting me feel every inch of her. After what seemed an eternity Gail put her hands on my chest and began moving her ass in circles, then grinding herself onto me, making the noises I recognized when I ate her pussy, making me tense, holding, waiting. At the point where I didn't think I would wait any longer, Gail gave a little screech, banged on my chest and sat hard onto me as I released my long waiting load. We both came and came, pressing together, then breathless,

"Wow, Mrs...Gail, wow."

"Yes, wow Rick. Now THAT's how to fuck a woman." I'd get better as she showed me now things over the next couple of weeks. Another week or two, we were lying together after a lengthy session, my cock resting on me, wet from Gail, totally satisfied. She looked at me, moved to kiss me. I pulled back.

"What's wrong Rick? Getting bored with the old lady?"

"Not, but..and I don't want to seem mean or unappreciative, but I can't have intimacy in that way. This is to hold me off, not to replace Carley. If you know what I mean. I don't know if I'm saying it right."

"I understand. I do have some feelings for you, especially when you make me feel so good. Maybe we should back off some." She watched as my expression change a couple times, confused, concerned, maybe sad.

"Yes, me being so close to both of you can only go so long. But I may have another solution." I frowned and looked at her. "I'm not the only woman around here who could use an energetic sex partner."

"You're suggesting I fuck other mothers around here?"

"Variety could be good. And there are times I can't. And well anything to keep you..."

"Yes. You know Carley's starting to wonder WHY I'm not, um, touching her and stuff."

"Hmm, I hadn't really thought about that. Can you control yourself?"

"Yes, but it's not like she doesn't have some needs too."

"A little, ok, but you know, not all the way?" I nodded. Now I thought back to her earlier comments.

"So who do you have in mind?"

"There are a couple of women I trust. Mrs. Harley, Jen."

"Bobby Harley's Mom? He's one of my best friends."

"And she's been alone since Doug passed two years ago." I thought about Bobby's Mom. She was kind of tiny, thin, hardly bigger tits than Carley. But what would Bobby say, or do, if he found out I was doing his Mom?

"I don't know."

"And Carley's friend Michelle, her parents are divorced." Mrs. Carson. Not as nice looking as Gail. A bit older, maybe heavier. "I know some women who are dissatisfied with their husbands in bed."

"You all talk?"

"Some of us."

"But that could be..."

"Yes, more risky. Maybe a bad idea." I couldn't think of anyone immediately who might interest me. "OK, I guess. How?"

"I might have a couple of friends over for coffee one afternoon. We could talk. When you stop by to do the lawn I'll let you know, then go from there." I agreed. What else could I do? When I saw Bobby at school it was a little awkward for me thinking that I might be banging his mom. However things did pick up a bit with Carley. A couple nights later we had some private time on her back deck. Her mother said she was running up the block to Jen's.

"I'll be back soon." It didn't sound like a warning. When she'd left Carley and I had locked lips immediately. She broke for a moment and smiled at me when she felt my hand on her shirt covering her left breast. I whispered in her ear,

"Is this ok?", as I opened a button. She moaned "mm hmm" into my mouth as I opened a second. She quickly removed doubt by undoing the rest, exposing her slowly developing chest to me. I covered her now bare breast and made circles around her nipple, then leaned in and sucked at the other. She responded with,

"Ooh Rick, go ahead." I sucked at her nipple and teased the other. She was getting very turned on and soon had her hand massaging my hardening cock through my pants.

"Rick, I like this, do more." I brought my lips up to her face, kissing her next along the way. When our tongues met again I let my hand wanfer down from her tits across her stomach. She was moaning heavily, encouraging me. When I reached her shorts, I paused. She mover her hand from my cock, to push my hand into her shorts. I moved down until I reach the short hairs leading to and over her mound. When my middle finger pressed between her lips and found her clit she gasped. "Rick, slow. I'm getting so horny I might, uh, do something, ooh, I shouldn't." Now with my lips to her ear, I promised,

"I can do something to make you feel very good without going all the way. Trust me?"

She had her hand over mine. Her eyes were closed, her breath was coming heavily, she moaned...

"Ok, I trust you." She moved her hand. My hand started moving again. I let my finger separate Carley. She was wet, her hips were lifting to me. I circled her opening, just barely pressing with my finger, then up between her lips. Finding her clit I circled and circled, rubbed each side, teased across. She clamped her legs closed trapping my hand, buried her head into my neck. "Oh Rick, I'm, I think I'm going to. Don't stop. Ohh jeez." She said no more whimpering into my neck, losing control, her legs opening wide. If I were ready and in position I'm sure she would have welcomed me inside. She wrapped her arms around my neck. "Nick, I so wish you could keep going. That was so good." Carley kissed me, then put herself back together, expecting her mother home at any moment. When she had regained herself,

"Nick, thank you. I feel silly thinking you were losing interest." We hugged, then sat back as Gail came out on the porch.

"Behaving out here?" She looked down and saw the tent in my pants. She gave me a half smile then looked at Carley.

"Yes Mom. Nick is behaving perfectly." When Gail went inside Carley giggled and said to me, "Perfectly." I was happy to have given her an orgasm, but my cock was straining painfully in my pants. I sat next to Carley. She looked down. "Did I do that?"

"Every time I'm with you."

"Oh you poor guy." She looked back at the back door. Then she began rubbing her hand along my cock. I put my head back a moment enjoying her effort, limited though it was.

"That's ok, I don't want a mess in my pants."

"Would it be a lot?"

"You've never seen a guy cum?"

"NO."

"Then I'll have to show you some day." Carley, seemed excited by the idea. She really had been sheltered by her mother. Now she seemed ready for some of that innocense to be peeled away. It was soon time for me to leave. Even though her mother was in the room I gave Carley a nice, but not too nice, kiss good night. Gail nodded with approval as I left.

The next time I visited Gail she asked me about her daughter. I told her that we had done more and that Carley wanted more,

"She's really very innocent Gail, but she's interested in knowing and experiencing more."

"She's still too young."

"17 isn't young. I'm sure most of the girls at school have had more. I don't think she's ever seen.." I didn't say the word but hefted my cock towards Gail. She held it in her hand.

"A bit longer?"

"Is that for Carley or for you?" She gave me a look, but accepting the reality, slid down to take me into her mouth. Maybe trying to convince me she took me deep and worked my cock with her mouth until I exploded with all that had been pent up since Carley had been touching me. "I gave her an orgasm. The way you showed me." Gail looked up still swallowing my cum.

"Did she.."

"Yes she liked it." She sighed. The various complications working on her emotions.

"Maybe we should stop. If you need something, come back Wednesday. Jen Harley will be here. She's...interested."

Oh jeez. Bobby's mother wants to have sex, or something, with me. We agreed that we'd had enough for the day. I still wasn't sure about Wednesday and Mrs. Harley.

Wednesday rolled around and all day at school I thought about Bobby's mother. Seeing Bobby at lunch was awkward. When I got to Carley's house Gail let me in and led me to the living room where Mrs. Harley waited. She looked almost embarrassed by the situation. "You won't tell Bobby about this?"

"NO! He'd kick my ass." She smiled at that.

"It's been a long time for me. You don't mind?" I shook my head no. I looked over at Gail. She moved things along,

"Jen, he's nice to be with. Just have fun. Go on, you can use the guest room." I took Jen by the hand and walked her to the extra room.

"How do you want to do this Jen?"

"Maybe, this time, just let's do it. See how it goes?" I was unbuttoning her shirt. She stook still letting me. I then pulled my shirt over my head. Now she let a hand touch my chest. She sighed. I undid my pants and let them fall. I moved her hand down to feel my cock in my shorts. She held it, then moved her hand along its length. I worked on her jeans and soon we were both in our underwear. "Can we get under the covers? I've, it's been awhile."

"OK, whatever works." We got in bed and I removed the rest of her clothes, then mine. I pulled her naked body against mine. My hard shaft trapped between us.

"Be gentle." I rolled on top, my hand touching her body, moving down and finding her mound, then down along her slit. I pressed a finger in, testing, finding her ready. Still I asked,

"Are you ready?" She nodded. I was kneeling over her my hard cock at the ready when we heard the front door open,

"I'm home Mom. Practice was cancelled." Now we scrambled. I was trying to stuff my rigid cock into my pants, stuffing my underwear in a pocket, pulling on my shirt. I looked at Jen Harley, covers pulled up to her chin, eyes wide in concern.

"Wait here. Gail can explain you being here." I waited inside the bedroom door. And waited. Gail and Carley stood at the end of the hall talking about why the cancellation. Then Gail led Carley towards the backyard, asking about something, anything to get her moving. When I heard the screen door slam, I ran down the hall and out the front door, my cock pressing painfully against my jeans. I was halfway home
when my phone rang.

"Hi Rick, guess what, no practice. You can come over now!"

"Yeah sure, great!"

"Everything ok?" What was I supposed to tell her, she just cock blocked me. I was walking around the neighborhood with a hard on?

"Yes. I can be over in a few minutes.

"Yay!" I hung up and pondered my situation. Maybe I should go home and get fully dressed? Oe ditch my underwear and go right there? Not like she'd be checking in my pants. But what if Jen was still there? My cock led the way. I tossed the shorts and was at Carley's minutes later. She opened the door to let me in. Gail was sitting in kitchen. She raised an eyebrow, then looking down, covered a smile when she saw my condition. Moments later Jen came out saying,

"Thanks Gail, I feel a little better. I'd better get home." She blushed when she saw me there. She looked at me and Carley, she also noted the lump in my jeans. "Gail, could you drive me home? I still feel a little dizzy." Gail looked at the three of us. She realized there was no choice,

"OK, sure Jen. You kids be good." When they left Carley led me to the sofa.

"Perfect, she'll be gone for awhile." We sat and she brought her lips to mine. Her hand was on my leg but hadn't moved much shen she encountered the tip of my cock. She pulled her hand back then looked down. "Oh wow. Is that because of me? Who knew workout clothes are so sexy."

"You're so sexy. I'm, I'm really horny." She put her hand right onto my covered cock. She looked at me. Licked her lip in thought.

"Will you take it out? I'd like to see it." This, I wasn't prepared for. I opened my jeans and in one motion pushed them down a bit letting my cock pop out. I was now sticking straight up, hard, throbbing, needing attention. "Wow." She put her fingers around it. "So firm."

She moved her hand up and down, "But smooth. The skin moves." She looked closer at the head. Moved her hand, watched. I was barely breathing. After the near sex with Mrs. Harley, now Carley's hand softly moving on me, I was ready to blow. She looked at it, underneath, the balls hanging. "So cool. Will this fit? It looks big."

"Ohh, mmm. It'll fit." She watched me, closing my eyes, breathing heavy, who knows what kind of expression on my face.

"Does this feel good?" She slid her hand up and down.

"Oh yes. It's just. Having you touch me like that."

"What? Oh!." A bit of precum had appeared at the tip. Now she rubbed some of it between her fingers. "Is this, cum?"

"Kind of. It's to make it easier. Slick. But if you keep, touching me, I will cum. A lot."

"Oh, let me see!" Now she was jerking up and down more forcefully."

"Not too hard, just up and down easy. I'll warn you." She was feeling every vein, watching closely as my balls lifted and dropped, rubbing the precum over the head, feeling my cock get thicker. "A little more, I'm going to..."

She squeezed tight, jerked upward and watched amazed as a spurt of cum shot up about two feet. "OH wow." Then another. Both landing on me, covering my shirt in cum, a third smaller that coated her hand, them more in small spurts pooling in my crotch. I was a mess, but the relief was worth it. I sighed and let my head drop back. Carley was looking at the cum coating her hand. She held it nearer her face. Then Gail walked in to see her teenage daughter looking at her cum covered hand while her boyfriend sat with his spent cock exposed.

"Oh my god, Carley!"

"Mom, you came back fast."

"Go clean yourself and bring Rick a towel. You young man I want to talk to. But first get cleaned up and put that away." When Carley came back with a wet washcloth and began cleaning my cock Gail said, "Let him do that. You've done enough!" Carley was sent to her room. I brazenly washed my cock and balls in front of Gail. She just as brazenly watched me.

"Why, are you still trying to keep me from your daughter?" When she stared at me I added. "Now she's seen one, handled one and watched the results."

"OK, just don't, you know."

"Fuck her."

"Have sex."

"We'll see. But don't pimp me out to your friends anymore either. That was...uncomfortable."

"And?" I walked over to Gail and pressed my body to hers.

"Do you really want to take that chance?" Now her lip was trembling. Mixed emotions washed across her face. I took her hand and wrapped it around my cock. "Hmm?"

"I-I don't know." She didn't let go. But I stepped away. She watch me dress. Then I left. Carley was made to stay away from me for the next week or so. A bit of a power move by her mother. Then, during a school break her older sister Sharon was home. When I'd see her she didn't give me more than a hello. I wasn't sure how much, if any, of the family goings on she was aware of. The next weekend when I knocked on their door Gail answered and said she was on her way out.

"Sharon's here." Warning? Threat? "I'll be late."

"Got a date?" She gave me a look.

"As a matter of fact I do. Maybe I should give you some bit of thanks."

"Good for you. Hope you get lucky." Now she gave me a more of a scowl. But she had no answer.

I went in and announced I was there. When I received no reply I walked through the living room and looked out in the yard. No one. I wandered down the hall towards Carley's room. I stopped short outside what I suspected was Sharon's room. I heard voices from within and I was about to knock when I heard Carley's voice.

"Sharon, it was so big. And jets of his stuff shot out!"

"How big?" Silence. "Hmm if you're right that would be decent but not real big."

"They get bigger?"

"Oh sure, like this."

"Oh my god. How would that fit?"

"It wasn't easy." Then giggling and laughter. "So you haven't done anything more."

"No. I feel bad for him. He's waiting. He hasn't dumped me for an easy girl, but I'm afraid. And I don't know what to do."

"Maybe I can help." There was silence. Then what sounded like kissing.

"OH, Sharon."

"Relax." OK now I had to see what was going on. I should have knocked. But I opened the door. I guess it's a shock if you find your girl with another guy. But finding your girl having her tit sucked by her sister?

"Hey Carley I heard your voice and..."

"Oh shit, oh Rick, ok..." Sharon looked at me from where she had her lips locked on Carley's left tit. She popped it from her mouth.

"You don't knock? I could have been naked in here. Or getting laid, or sucking my sister's tit."

"Sorry, I heard Carley and didn't think about which room it was."

"Hmm, what else did you hear?"

"Nothing, I was calling her name and no one answered." Carley was now trying to cover herself. Sharon slapped her hand down.

"First, he's your man. Be confident in your body. You have nice boobs, nothing to be shy about." Carley sat with her hands at her side. She did have nice boobs. They weren't big, but they sat there looking back at me and were as cute as everything else about Carley. "And you, stop staring. You HAVE seen them before, haven't you?"

"Uh huh." She shook her head. "Boys, men, all the same. OK, so come in." I walked in and sat on an empty chair. "Carley and I were just having a discussion about sex." Carley was turning various shades of pink. "She's afraid you'll hurt her."

"I wouldn't hurt her."

"Not like that dopey. I think our mother has put thoughts in her head. Personally I think she's old enough." This was now getting interesting. Then Carley chimed in,

"But it was so.."

"Big, yeah you told me. Hey big boy, lose the pants and let's see what she'd afraid of." Now I looked from Sharon to Carley, then back to Sharon. "Oh for shit's sake, if you need inspiration." Now she reached down and pulled her shirt over her head. Sharon's were much more like her mother's, but still firm and high. Holy shit Carley's sister was stacked. Carley went to cover herself again. "Oh stop Carley. Yeah mine are bigger. It doesn't matter. Guys like all the naked tits they can get. OK get to it Rick." I unbuckled my belt, opened my jeans and let them down. Kicking off my sneakers then the jeans. I stood in my boxer/briefs my cock already pressing against the material. "Hmm, promising. Now those." I grabbed them by the waist band and let them down. Then I stood letting my hardon point towards the sisters. "Hey now, Carley. You didn't tell me he was thick. That's even better than the length."

"I didn't know. I said big. I don't think it'll fit right."

"Sis, your vag is made to stretch. That thing will go right up. Well maybe not the first time."
"I don't believe it."

"I'm home alone for two weeks. Want me to prove it?" What? She what? No, she couldn't mean. "If you don't mind."

"Poor Rick has been so patient. I guess once would be ok." At this point I wasn't saying ANYthing. But Sharon, and her big tits, stood and pushed down her pajama bottoms. She had on tiny underwear. Here hips were a good bit wider than Carley's. She couldn't have much hair down there and then, proof. There was no hair down there. Sharon and her big tits and bald pussy were now staring at me. Carley reached out and rubbed her hand over her sister's mound.

"I had no idea you shaved."

"Waxed. I've been meaning to talk to you about that. Last time I saw you, you were growing a forest. We might want to trim you up a bit. What do you say Rick?"

"Whatever Carley likes. Carley, are you going to, you know."

"Yeh sis, drop the drawers, join us naked people."

"I don't know, you're so, sexy."

"Bullshit. Your boy over here is about to burst waiting to see the goods. Come on off with it." Carley looked at her sister. Then looked down as she removed her pjs and underwear in one shot. She stood to show me her cute narrow body, well proportioned for her size, a dark bush between her legs. I'd felt her down there before, but seeing her all together was new and exciting. My cock was bobbing in the air.

"See, his cock sees something it wants."

"You first." This time I couldn't help myself.

"Really?"

"Yes doofus, your girl is giving you a hall pass to do her sister. Take it and run. Now get over here." Sharon pushed back on the bed, propping herself on pillows. She spread her knees wide letting us both see her smooth lips, slightly separated, some moisture showing.

"Can I guess, that you have done this before?"

"Uh huh."

"Good, bring it in. But easy, I want to show Carley." I got up between her legs. Sharon, spread her lips open, showing her inner lips, clit and small opening. "Look Carley, I haven't fuck a hundred guys, I'm still nice and tight, but your guy's fat cock is going to fit in there." She held my cock in her hand and rubbed it around her, lubricating me, stimulating herself. "Now when you're all ready you aim it, just so and...ok, push stud." I pushed. She was tight, but it felt sooo good. Sharon gasped. Carley winced,

"See I told you."

"No, keep pushing. Easy. Mmm. That's it. Feels so fucking good. Now back, then more." I did whatever she asked. I was soon well into Sharon and following a steady pace of in and out. Carley moved closer to watch my cock pushing deep into her sister, then was surprised again when I withdrew a bit and she saw how I'd stretched her. "Carley, you NEED to feel this. A little rubbing on my clit and I'm going to go off. Help a sister out?" Carley, tentatively at first, then with more vigor, began rubbing Sharon's clit as my cock stretched and stimulated her pussy. We soon learned that Sharon wasn't the quiet type, letting loose a string of grunts and groans and blasphemies. When she was back to herself she ordered me to "fill my cunt with your cum. I want it." I was close and now knowing what she wanted I pumped a few more times then let myself go, ending by laying my head on the large pillows of her tits. Carley asked,

"Did you cum like the other day? Is that all inside?" I nodded,

"Felt like it. That was awesome Sharon."

"You can get off my tits now. You're pretty good too. Don't get a big head, I've had better lovers. But with that cock you just need practice." I'd pulled my softening cock from Sharon. Carley watched as her sister's now enlarged opening began oozing with my cum.

"Don't worry, it goes back to normal. And yes there's a lot of his stuff up there. Speaking of which, condoms you two. I'll take Carley to the doctor. Don't tell Mom. But in the meantime, condoms." I looked at Carley.

"Do you think?"

"After watching that, yes! But, in private." Sharon laughed.

"No show for Sharon?" Carley wrinkled her nose.

"I'd rather not, cause.."

"Oh I understand. You guys figure it out. And when Mom comes home later I will honestly tell her that Rick did not fuck Carley."

Sharon, now satisfied herself, left us to play a bit. Carley soon had me hard again, letting me play with her tits while fingering her pussy. I pushed her back onto the bed,

"Rick, I don't think I'm ready."

"Ssh, you're ready for this, trust me."

"Ok, just..."

"Ssh."

I put my tongue to her wet pussy, tasting her sweetness, looking up as she gasped and spread her legs wider. I let my tongue roam as my fingers prodded. I touched her bud and let my tongue separate her lips. She moaned, low and steady while I inserted my tongue into her virgin hole. Her hands went to the back of my head, holding me there, wanting more. I let my tongue prod and probed, flicking around her opening. She lifted her hips pushing herself to me, wanting more. My fingers stimulated her clit as my tongue fucked her wet open pussy, then she came, trying to be quiet, but letting out a series of squeals, and a long moan as she relaxed back onto the bed. With a final kiss on her clit, I moved to lay alongside her.

"Rick, that was so nice. Is sex even better?"

"Maybe not the first time, but you saw your sister."

"Hold me. Soon. Very soon."

That was it for that night. We were respectable looking and sitting in the living room when Gail got home. Sharon greeted her mother happily and steered her away from us, 'cause you two SMELL like sex'. When I got ready to leave Gail met me at the door.

"Poor guy, being here with both of my pretty girls. You must be ready to burst. You practically smell like sex. Come over next Tuesday after Sharon goes back to school." Carley came over to walk me outside.
"What did she want?"

"Just checking that we were ok." Carley gave me a long hot kiss, then paused as Sharon passed us on the way out.

"Thanks Rick. I needed that. Thanks Carley for sharing. You better get you some of that soon." We waved her off then got back to saying goodnight.

Everyone seemed to be around the next few nights. Then Sharon left for school over the weekend. Finally Tuesday afternoon I was back at Carley's house, to see Gail. She let me in the front door and almost before it was closed she was pressed to me, seeking my tongue, her hand finding my cock which was quickly hardening.

"MMM, Ryan, I've missed you. You must be in need too. I hope you have enough for two." She was talking around her kisses, leading me through the house. I stopped,

"Two?"

"MMm hmm." She was undoing my belt. "Please tell me it's ok. She felt so bad when it didn't work out before." She now had my pants off and was caressing my chest. My cock was extended between us,

"Mrs. Harley is here?"

"Yes, be a good kid and help out two lonely ladies?" I rolled my eyes and sighed,

"At your service, ma'am." She looked at me and decided I was being funny. Then she grasped my cock and led me to the bedroom.

"Look what I found Jen, a nice hard young man." I got on the bed with one of the moms on either side. Gail wasn't hesitant at all, her hands stroking my body and kissing at my neck. Jen was more cautious, her hand on my chest barely moving. "Come on Jen, look at that nice thick cock." She took her friend's hand and put it around my cock. Jen began stroking me lightly. Bobby Hartley's Mom was jacking me off. Then with a nod Gail directed Jen down towards my cock, first Gail, then Jen were licking my cock. Two tongues were about as much as I could handle. Up and down, together then in opposite directions. My cock started twitching. They backed off. Gail declared,

"I'm not wasting this one." She threw a leg over and directed my cock into her. "Oh fuck Jen, this is so good." It was only a short while and I was ready. Gail moved faster coaxing me, begging me for my cum. "OOh yes, give me your man cum, Unnnghhh." I shot my load into Carley's mother as she rocked on me letting my thick cock stretch her and fill her pussy. "MMm, you need to feel that Jen." When she got off Gail quickly went to sucking my cock cleaning out juices from me. Jen, knowing where it had just been declined. She satisfied herself hugging me.

"It's nice to have a strong body to lay with."

"Ha, wait until that strong body is filling your pussy." Gail kept working at my cock until she was satisfied that I was ready again.

"All ready Jen." Mrs. Harley sat up and looked down at my cock.

"Will you get on top? Let me feel your body on me." I wasn't so sure I wanted to look Bobby's Mom in the eye while I fucked her. She used to make PB&J sandwiches when I was over there playing in the summer. Now she had her legs spread waiting for my cock. But I was there to do the deed for them. I get between her legs and let her direct my cock. "Easy." So I pushed in slowly. She gasped when she felt me opening her up, slowly going deeper. "Oh my god. OK, a little more." So I pushed until I felt the end, then began lifting my hips and working in and oout a bit faster. She held onto my back and pulled me closer as I increased the thrusting. Gail let us know she was watching,

"Oh wow you should see his ass when he's doing that." Jen just wanted,

"More." Now I was thrusting in and out as I did with Gail. Jen was holding tight, sighing and thanking me. Since I'd just finsihed with Gail I was in for a log while. Jen was grasping the sheets now her small breasts moving up and down, her hips pushing up to me wanting me deeper. I held her by the hips lifting her to me and pushed hard and fast. When the feeling came over me, I held her to me and let go my second load deep inside. I held her as I pumped a couple more times, then let her back onto the bed, letting my cock slip free. I looked at Gail,

"Clean me up?" And turned my cock to her. She hesitated but then bent over to take my sticky cock into her mouth, sucking a last few drops from me then licking my now soft cock. When she was done I lay back on the bed. "Well ladies, I think my work is done." Gail nodded, Jen lay next to me, her breathing still heavy,

"Yes. I haven't felt like that since Bobby's father and I first started." I really could have done without that reminder. I sat up and looked at Gail.

"And I think this is the last time. Your daughter is ready. Sharon agrees."

"A bit longer?"

"This is starting to sound like it's more about you than Carley." She dropped her head. I think she might have agreed. "I better leave before Carley gets home."

I waited a few days. It was more not wanting to see Gail, but also guilt at having sex on the side. Carley called on Friday,

"Is everything ok Rick?" I made myself sound upbeat,

"Sure, just busy with schoolwork."

"Mom is going to a movie tonight with her friend. Want to come over? I'll let you know when she leaves."

"Sure!"

"Did you get condoms." Ooooh

"Yes. As the scouts say, be prepared." She giggled. Maybe more from nerves than my terrible joke. We talked a bit more. I was sure in a better mood. Then she said she needed to go get ready, shower and all. An hour later Carley called again,

"They're leaving now. Hurry." Oh I hurried alright. When I got there Carley answered the door in a fluffy rode. She kissed me and took me by the hand to her bedroom. When we were inside she turned and dropped the robe. She put her hands out in a 'take it all in' pose. I took her all in stopping short when I got to her bare pussy.

"Wow, when?"

"Sharon took me. It hurt, but it's soooo smooth. Here feel." She took my hand and let me slide it all around her mound and down across her lips and down, where I learned that she was already wet.

"Yep, I'm ready for you. I want you." I had my clothes off in record time. We kissed. I touched her smoothness some more, then dipped my finger into her. I looked at her. She looked nervous but nodded. I got a condom and she giggled as I rolled it on.

"Safety first." When I was ready I positioned myself over Carley. She pulled her legs up and to the side. She grimaced as I first entered.

Then, "ooowwwww", as I pushed in. I waited, let her get used to me. She had her eyes scrunched shut, her nails were making painful lines on my back. I edged in further. "Wait, wait." I waited. "Ok, some more." We repeated this process until I could feel myself as far in as I'd go. I then eased back, she looked almost relieved. Then I tried sliding back in. She was wet, but with each push forward she was stretching wide again. After a few more she said to go ahead, but slow. I kept up a slow steady pace. He pussy so tight around me holding on with each move. Finally, from the pressure of her nearly virgin pussy I felt myself nearing, then cumming into the condom. I held myself in place until I was finished and withdrew. Carley looked down at the mess we'd made together. She hopped up to get washcloths then when
we were refreshed she lay alongside me.

"Was it worth the wait?"

"Carley, it was the best ever."

"Oh you lie. Wait until after my birth control is ok and you can shoot into me."

"Then that will be the best ever." She smiled and let her body mold to mine, except for her hand that held my soft cock.

"I can't believe this fit in me."

"It'll get easier."

"I can't wait." We lay and touched each other, now having shared ourselves completely. My cock was reviving as Carley let her nails go up and down. With the bedroom door closed we didn't hear the front door, or Carley's Mom calling out. When the bedroom door opened, Carley looked for something to cover herself. I lay there letting Gail see my hard cock resting next to her daughter's bare pussy. She seemed unsure of how to react.

"So this is what you're doing when I'm out?" I put my hand on Carley's stomach. Then Carley wrapped her hand around my cock. Gail stormed out shutting the door behind her. Carley laughed out loud,

"Oh shit. Did you see her face? And me holding your cock!"

"I guess she knows."

"Mmm. Want to do it again?"

"At your service."

 

nice story...like it

 

Yes, this WAS a hot read....especially two moms playing with him....
One of my favorite fantasies.....

 

Another awesome story, I enjoyed reading your stories, thank you for sharing.

 

Thanks for reading and commenting.

 

Another older stand alone

 

Good story I like the plot twist or the mom was pimping the boyfriend out and using him at the same time that's pretty cool. I'm glad he finally got the girl.

 

Another fantastic NCfan story.
It's how he gets the people in the story talking just right, nothing weird
or wild but developing just right. We don't get lists of height, weight, size
or hair styles, but just enough information to get a mental image of each
character.
Superb.

 

Been awhile for this one