Date: Fri, 5 Sep 2014 23:24:27 +0000
From: william <beau155@hotmail.com>
Subject: Triple Players

Before you drop your socks and grab your cocks, think about making a
donation to keep the cumming coming.

Triple Players


Audrey Amesworth sat at the kitchen table, sipping from a cup of black
coffee.  It had been less than twenty four hours since she had arrived at
the house that would be home for at least the next two plus years.  She had
met the son she hadn't seen in a good fifteen years.  Now that his father
was dead, it was either her or foster care.  So she packed up the little
house she had been renting and made the move half way across the country.
It was the first time she could remember that someone was relying on her
and she was determined to make a good show of it.

Jason had been polite enough but he might as well have been meeting a
complete stranger instead of his mother.  The sad truth was, she was pretty
much a stranger.  They had spent most of the day avoiding each other and
dinner had been spent in awkward silence.  She was going to try and force
the issue this morning.  After two and half days of driving, she was too
tired yesterday to try.  So she sat and waited until shuffling steps
alerted her to his approach.  When he noticed her sitting there, he
stopped, as if he only just remembered her being in the house.

"Good morning, Jason."

"Um, yeah, good morning."

It looked like he might have wanted to say something more but he didn't.
She smiled a bit and said,

"If it makes it any easier, just call me Audrey.  What would you like for
breakfast?  I noticed the fridge is pretty well stocked."

"I usually just make some toast or something," he mumbled.

She regarded the boy and saw that the t-shirt and boxers hung on a slim
body of average height. The brown hair was a bit long and unkempt but the
green eyes were clear.

"Alright, if that's enough to get you going."

She watched as he moved around the kitchen, making the toast, getting juice
from the fridge and plopping down in the chair across from her.  If he was
looking he would have seen a woman in her late thirties, with long reddish
brown hair with the same green eyes, looking back at him out of a very
attractive face, unlined and unmarked, belying any past difficulties.  She
had dressed in an over large shirt and jeans.

"Jason, we need to talk.  Yesterday didn't go very well.  For better or
worse, you and I will be together for a couple of years.  So let me ask the
first question, how are you doing?"

Jason stared down at this toast and then looked up at this woman and said,

"Lousy.  Dad and I were doing just fine.  Why did this have to happen?  He
was a good guy, why did he have to suffer like that?"

"Those are good questions, Jas.  People a lot smarter than I am have been
trying to answer ones like it for thousands of years.  I don't really know.
Saying it was just a bad break or bad luck, doesn't really help.  But I am
sure that it had nothing to do with him having done something to deserve it
or a punishment or stuff like that.  Your dad was a great guy, the best.
That's why I married him."

"Then why didn't you stay married?  Where did you go?  What happened?" the
boy asked, showing the first spark since she had gotten there.

"He didn't tell you?"

"No, he always either brushed it off or said it was too complicated for a
kid to understand," Jason said with some anger.

Jason smiled and looked at her son and knowing his dad as she did, she
arrived at a conclusion.

"He most likely did that to save you from the knowledge that your mother
wasn't such a great person.  That she had issues a son wouldn't find easy
to deal with."

"What kind of issues?"

"It sounds like you need to hear some things.  Fine.  Here we go.  Did your
father tell you that you are actually one of a pair of twins?"

Jason looked startled and shook his head.

"You were the first to be born.  Then came your sister and she was in a
very bad state.  Defects and such.  The poor thing didn't last a week,
despite all the things the doctors tried.  You've heard of post partum
depression?"

"I think so."

"Well, I had it in spades.  To make matters worse I was sure that it was my
fault.  That despite having given up alcohol and caffeine and all the other
stuff they say is bad when you're pregnant, I was sure I had to have messed
up somehow.  I got so wrapped up in myself I started to neglect you.  It
finally got so bad your dad just scooped you up and took you away.  Your
grandparents were out this way so that's where he headed.  That's when the
drinking and drugs started.  You weren't a year old by then.  You were
almost eight by the time I got clean and sober.  And I've stayed that way."

Jason was looking at his mom wide eyed.  He had thought some things about
why she might have been out of the picture, but not this.

"Your dad and I met in college.  I was studying creative writing.  I had
done a few things before you came along.  So once I was able to think
straight I went back to it.  I free lance and make enough to keep me
afloat.  So between that and what your dad set up for you we'll be okay.
So don't worry about the house or anything.  So do you have any questions?"

"Did my sister have a name?" he asked quietly.

Audrey smiled, it was a good question, she thought.

"Jasmine.  Your dad and I both thought that Jason and Jasmine sounded nice
together."

Jason just nodded.  Then he looked at her and said,

"So now what?"

She looked at him and smiled a bit.

"We live, we learn about each other.  You go to school and I work at my
writing and we see what life sends our way."

She opened her hand and rested it palm up on the table, halfway between
them.  It took him a while but he put his own on top and she held it for a
moment.  Then she said,

"Jason, sweetheart, I know that I wasn't there for you in the beginning.
But I'm here now and we will get through this.  Together."

Jason just nodded, thinking that her hand was nice and warm.  The rest of
the day passed fairly quietly.  Since it was mid summer, the boy had no
school so he knocked around the house and yard, doing little bits of things
to occupy his time.  Audrey set herself up in the old den that hadn't seen
much use of late and when she came out later that afternoon she was a bit
surprised to see Jason at work in the kitchen starting work on dinner.
When she walked in he turned and said,

"I got used to doing this when things got bad."

"Sure.  Can I help?  I'm not a great cook but I managed to keep myself
alive."

He suggested she could make a salad.  As they ate, he asked a question.

"How did you know to come out here?"

"When your dad realized that he probably wasn't going to beat this thing,
he contacted me.  He knew it was either me or you were going into foster
care.  He figured I was the better choice, mostly because it meant you
stayed in the house.  So I started to make arrangements.  I got the call
the day of the funeral.  I don't know if that was on purpose or not, but
there you are."

They finished the meal and cleaned up together and before he could walk out
of the room she said,

"Jason, would you do me a favor.  We've been together over a day now.
Would you let me hug my son?"

Jason looked at her with a funny expression and then he nodded but didn't
move.  Audrey stepped up and put her arms around his shoulders and pulled
him to her.  He was only an inch or so taller so it was a good fit.  She
put her head on his shoulder and said,

"You can join in if you'd like."

He put his arms around her back for a moment and then let go.  She did so
as well.  She looked at him and said,

"Thank you."

He smiled and turned and left the kitchen, heading for his room.  Audrey
went to the den and began making some notes.  Along with her contract work
she had a novel going, based on her life and the present situation was
going to add a new dimension to it.  She worked late and the house was dark
by the time she was making her way to the bedroom she was going to use.  It
was the guest room.  She didn't think moving into the master bedroom would
be good form.

She noticed that Jason's door wasn't fully closed.  He probably wasn't used
to the idea of someone living at this end of the hallway with him.  She
peeked in and was shocked at what she saw.  On the wall and visible through
the opening in the doorway was a full length mirror.  Visible in the mirror
was the naked body of her son, standing face on to the mirror.  His pale
skin was almost completely smooth, just a small patch of brown on the lower
extreme of his belly.  She was surprised to see that his body, while
slender, was a mass of lean stringy muscle, like a long distance runner.
What really had her attention was the rigidly hard dick that was jutting up
from above a pair of low hanging balls, devoid of all hair.  His cock was
firmly gripped in one hand and he was stroking it with long slow strokes,
his eyes closed and his lips parted.

In a word, the boy was gorgeous.  And she was a mass of conflicting
emotions.  This was her son.  But a son she barely knew.  He was also
underage, but possessed of better equipment than she had seen on any man in
better than five years.  It also appeared that he was highly sexual and he
wasn't through putting on a show.  After she watched for about five
minutes, the whole time, tingles and alarm bells going off inside her, he
released his cock, letting it point to the ceiling on its own and he
stepped forward until he closed the distance to the mirror.

This brought his ass into view and it was every bit as nice as the rest of
him.  Tight, taught and moving with almost hypnotic grace.  He moved
forward until the underside of his upright cock touched the glass of the
mirror.  He pressed forward and began to flex his ass and rotate his hips,
grinding his cock against its mirror image.  Audrey found the display oddly
stimulating and strangely disturbing.  He started with tight circles but
then began to move more freely.  A thought occurred to her that the dry
glass must not have been too comfortable but as he had been precumming
heavily before he moved, it must now be slippery with prelube and easier to
slide around on.

She found the spectacle mesmerizing, especially watching his ass flex and
move.  Finally, she saw him go rigid, just his hips pushing as he
apparently began to shoot his load between himself and his mirror image.
Then his body relaxed and he slowly sank to his knees in front of the
mirror and she could see the thick white mass of cum that smeared the
glass, some of it beginning to run down.

She was further amazed when she saw him lean into the glass and begin to
lick the cum up with broad strokes of his tongue.  He didn't stop until all
that was left was a thin smear on the glass.  The he grabbed his softening
cock and ran a circle of finger and thumb up the shaft like a squeegee.
Then he held the hand up and licked it clean.  Highly sexual indeed, she
thought.  When he began to wipe the glass with a Windex wipe she thought it
was time to go.  She softly walked to her room, gently easing the door
closed.  She caught sight of herself in a similar mirror and took stock.

The long hair that hung down to her ass hadn't been trimmed in a while.
The clothes hid more than helped, so she pulled off the shirt and pants,
revealing plain white cotton panties and matching bra.  Her stomach was
only slightly rounded, her thighs were still firm and shapely as were her
arms.  When she slipped off the bra, the full D cup tits were only slightly
sagged.  She wasn't surprised to see that her nipples were firm and hard.
She let a finger stray over one and it felt so good.

With everything that had happened, she hadn't had a good orgasm in a couple
of weeks.  So she began to play with the nipples of both tits, squeezing
and pulling on them, then gripping them and pushing them together.  This
got the tingle in her pussy going again and she let a hand slip down to run
over the front of her panties and then slip in past the waist band where
she found her clit erect and the lips nice and damp.  She spent a few
minutes working her pussy beneath the cotton panel while she mauled her own
tits as she became more and more excited.

Then she slid the panties down, exposing the smoothly shaved lips and lower
belly.  She liked what she saw and loved what she felt.  Soon she had a
finger pushing up inside her as she ground the heel of her hand on her
clit.  She kept her eyes on the image in the mirror and she smiled as the
woman she saw was clearly enjoying herself.  She thought she might enjoy
something more, so she pulled her finger from her pussy and hurried to the
bed, reached under and pulled out a small travel bag.  From inside she
pulled out a modest looking dildo.

It was maybe seven inches long and five around.  She moved back in front of
the mirror and ran the head up and down the lips of her pussy and then
began to push it into her dripping wet hole, working it back and forth,
loving how it felt.  Every now and then she'd slide it all the way out and
she'd wrap her lips and tongue around it and clean the juices off and then
stick it back inside her pussy.

Finally, she couldn't take anymore and she hunched over as her body was
wracked by orgasm.  It was a big one and it felt good, really good.  And
she gave voice to her feelings when she said softly,

"Oh, Jason, yesssss."

When her orgasm subsided she stood up straight and slowly withdrew the
rubber dick.  She licked it clean while regarding herself in the mirror.
She had some things to consider but right now she needed a good night's
sleep and she felt relaxed enough for that to happen.

And that's how the next few days went.  They met for breakfast in the
morning.  She insisted on a hug and he gave one, not really
enthusiastically, but not grudgingly either.  They would talk a bit, mostly
her feeling him out on his interests and what he was doing as he worked
through his grief and other feelings.  At night she would work long enough
until she knew he was up in his room and then she would go up, finding the
door open, watching as he pleasured himself, first by hand and then dry
humping his mirror image until he came on the glass and then licked it and
himself clean.  The fourth night was a bit different.

The door was open a bit as usual but she couldn't see him in the mirror,
but she could hear his breathing and the sound of a hand working a nice
sized dick.  She wondered if tonight he was using his bed.  She gave a
light push on the door and it moved a bit, but at least quietly.  She
remembered his dad, technically her dead husband, since no divorce was ever
obtained, was a stickler for little details like squeaky hinges.

When it was open enough to stick her head in she saw him standing by the
window, close enough to be illuminated by the nearly full moon in the sky,
naked and stroking, apparently putting on a show for someone.  She wondered
who in the nearby houses was getting their jollies watching this gorgeous
boy stroke himself and shoot a big load.  She watched for a bit but then
stepped back and pulled the door back to its original position.

She closed her door and slowly stripped off her clothes as she walked to
the bed.  She had emptied her special bag into the bottom draw of the night
stand and she removed a special friend.  It was more than ten inches long
and over six around, black in color and equipped with an adjustable
vibrating head.  As she played with her tits and ran the as yet inactivated
vibrator over her pussy she thought about that flexing ass and throbbing
cock.  She would be at it for a while and she worked herself through
several orgasms and she was a bit worse for wear in the morning.

That night, things took a different turn.  She walked past his room,
pausing just briefly to see that he was back in front of the mirror.  She
moved to her room and quickly shucked her clothes.  She slid on a pair of
high waisted panties that were cut high over the hips so that most of her
ass cheeks were visible.  She added a push up bra, in matching black lace.
She fluffed out her long hair, let some of it fall over both shoulders,
obscuring some of her body.  She took a deep breath and then left her room
and moved back down to stand before her son's room.

She could see that he was still stroking and with another breath, she
pushed the door so that it swung fully open, framing her in the doorway.
Since it did so quietly, it took a few moments before the boy realized what
was going on.  He turned and looked to his mother and he froze in mid
stroke.  Then both hands were on his cock, trying to hide it from view.

"Geez, Mom, Audrey, what are you doing?"

"I'm standing here watching the boy I brought into this world play with
himself so he can have some sexual satisfaction.  I've been doing much the
same thing just down the hall for the past four nights.  It doesn't seem
right to do these things alone."

"But you're my mother."

"That's true, but we really don't know each other in that way.  We missed
all the years that would have brought us close in that way.  Maybe we need
to find a new way," and with that she stepped into the room.

"Sweetheart.  Do you have anyone in your life?  Friends, a girlfriend?"

He thought this was strange question to ask while he was standing there
naked and she was nearly so, but at least it was a diversion.  He shook his
head.

"I had a few friends in grammar school, but a couple moved away and that
left just one and he moved away last year.  It's tough trying to find new
ones.  And no, no girls."

"Why not? You certainly are handsome enough."

"I dunno, I always have trouble talking to any of them."

"I understand," she said, stepping closer, barely an arms length away.  "So
you are forced to come to your room and watch yourself naked in the mirror
to get any feeling of human contact.  I have to admit I've watched you the
last three nights.  I've seen what you do."

"Oh, god," he moaned, going all red in the face.

"No, dear, it's alright.  It's highly erotic, it got me very turned on.
But it's always better with someone else."

"But you're my mom," he said again.

"Don't think of it that way.  Just think of me as Audrey, an older woman
that's here to take care of you and the house.  Let me show you how this
can be better," she said, closing the distance between them, placing a hand
on his chest.

He didn't respond but he didn't back away either.  She smiled and then
turned around.  She faced the mirror and stepped up to it until she was
able to put her hands against the glass.  She stuck her ass out back at him
and looking over her shoulder she said,

"Come here, Jason, step up behind me."

He hesitated at first but then did as she said.  He stopped just short of
touching her.

"Closer.  Press your cock against my ass like you do the mirror."

He shifted forward and felt the underside of his shaft press against the
warm skin and soft lace.  He moaned a bit.

"Now, doesn't that feel better than that hard cold glass? Go ahead, rub
against it, move your hips."

And as he did, she pushed back and gave her ass a wiggle.

"Hmm, that feels nice, Jason, so big and hard.  Take hold of my hips and
press harder."

Jason brought his slender fingered hands up to lightly take hold of
Audrey's hips and he pressed harder as she had instructed.  She could see
his face in the mirror in front of her and she could tell he was getting
very excited.  His eyes were fixed downward, looking at how the head and
part of the shaft would appear above her pale, rounded cheeks.  After a few
minutes of this she said,

"Okay, now, dear, step back and pull my panties down and off."

He stepped back and after a bit of hesitation he gripped the waist band of
her panties and began to slowly pull them down, first over her ass and then
down her thighs until they were down to her ankles and she stepped out of
them.  He picked them up and held them to his face, rubbing the soft lace
on his cheeks.  Then he took hold of her hips, still holding the panties
and began to rub his cock against her ass without prompting.  Audrey
smiled.

So he ground his cock and she ground her hips until she felt his hands grip
tightly and his hips pushed forward and he grunted.  She could see his body
spasm and she could feel the quantity of warm cum that was falling onto her
ass and lower back as he spurted his load from between her cheeks.  She was
quite excited but she hadn't reached the tip over point yet.  But that
didn't take long after what happened next.

Jason squatted behind her and began to lick her body clean, as he did the
mirror.  He started with her lower back and by the time he worked down to
her ass cheeks, some of the thick white cum had dripped down between her
ass cheeks and onto her pussy lips.  Without missing a beat he licked
between her cheeks to include her asshole which caused her to moan and then
he went after her pussy lips which caused her to gasp.

In actuality it didn't take all that long to clean up what was left of his
load but he had gotten a taste of her juices and he found he liked it, a
great deal, and he saw no reason to stop.  Audrey was in no mood to stop
him so she pushed her ass back against his mouth and hung on until his
insistent tongue pushed her over the edge and she began to spasm and buck
as he continued to lick up the increasing flow of juices.  As her orgasm
subsided her knees began to buckle and she sagged down.

Jason reacted to this by taking hold of her hips and keeping his mouth on
her pussy as he guided her to the floor when she went to her knees, her ass
high and her shoulders low as the boy continued to lick her from clit to
asshole and back.  Once again she spasmed and bucked as her second orgasm
tore through her.  And still the boy wouldn't let up.  In desperation she
pushed back on him so that he was on his back, she sitting on his face.
She leaned forward and caught his once more rock hard dick in both hands
and brought her lips to it to begin licking and sucking on the head.

As his tongue continued to punish her overheated pussy she began to
feverishly suck on his thick, hard cock.  She had never felt anything like
this before.  Even her few lesbian encounters hadn't made her pussy feel
like this.  She managed to get nearly the whole shaft in her mouth, saliva
flowing down to wet his balls.  She wrapped one hand around the base off
the shaft and as she sucked she used the other hand to fondle his heavy
balls.  She thought to herself that she better be really careful with this
because this could be addictive.  She could feel her pussy beginning to get
that ready to explode feel but Jason's balls were also pulling up tight so
she pulled her mouth up to lock behind the head and she brought both hands
to work stroking the shaft.

The boy's hips began to jerk and a blast of cum shot out and hit the back
of her throat.  She began to swallow as shot after shot of cum filled her
mouth and began to flow down the shaft onto her hands.  This was enough to
tip the scales and she spasmed and convulsed on his face.  When he stopped
cumming, she took a moment to make sure she had swallowed everything that
she was able to capture and then began to lick his shaft and ballsack.  His
cum was delicious, no wonder he licked it up off the mirror.  He also
seemed to have gotten enough of her pussy, for a while at least.

She rolled off his body onto her back and lay beside him.  She reached out
and took hold of his hand.  They stayed that way for a few minutes until
she regained enough strength to pull herself up and looked down at her son.

"So, what do you think?  Better than dry humping a mirror?" she asked with
a grin.

He nodded and smiled a bit.

"Will we get to do this again?" he asked.

"I think so, but not right away.  Too much too soon wouldn't be good.  But
you need to let some other people into your life.  Let them get close.  I
know it's been tough with your dad being sick for a while.  Will you
promise me that?"

He nodded again.

"Good, now get that gorgeous ass of yours into bed and get some sleep.
I'll see you in the morning and we can talk more if you want."

With that she got up and helped him to his feet.  She didn't even bother
picking up her panties, she simply left the room and closed the door behind
her.  Jason did pick up the panties and neatly tucked them under his pillow
before falling asleep.  In her room, Audrey unclasped her bra and let it
fall to the floor as she crawled into bed.  She was asleep almost before
she had the covers pulled up.

Although she got up later than usual the next morning, she was still the
first one up and sitting at the breakfast table when Jason shuffled in.  He
hadn't looked particularly wide awake any morning that she saw him, but
today he looked particularly fuzzy around the edges.

"Good morning, dear, how are you this morning?"

"I'm okay.  Still a little sleepy I guess."

"I'd guess so.  But for a good cause.  I hope you had fun last night."

He nodded and even managed a bit of a smile.

"Remember what I said.  No repeat performance for a little while.  And you
need to look for other people to be in your life, alright."

"That's okay.  I could use the rest," he said as he put a bowl of cereal on
the table.

Audrey smiled into her coffee.  And they stuck to their agreement.  That
night she didn't even check to see if he was doing his usual mirror
performance.  So she was a little surprised the next night when after going
to bed, she heard the sound of the sliding patio door open and close.  She
climbed out of bed, grabbed her cell phone and a flashlight she always kept
by her bed.  It was one of those big metal ones that held four batteries
and would make a good club if needed.

As she got to the family room, she eased her head around the corner to see
what was going on.  What she saw really surprised her.  Just outside the
door, his back against the wall was her son, Jason, naked except for a pair
of flip flops.  At his feet on his knees was a man considerably older than
Jason.  He was likely twenty years older than Audrey.  He was dressed in a
tee shirt and some gym shorts.  The shorts were pulled down and he was
stroking his own cock while he sucked on Jason's.  Jason's cock was already
hard and wet and he had his head back as he enjoyed the man's attention.

Since she was new to the neighborhood she had no idea who it was, but
considering his minimal state of dress, it had to be nearby.  Since the boy
was enjoying himself and the man didn't seem to pose a threat she set the
flashlight down and leaned against the wall so she could watch.  It was
oddly exciting to see her gorgeous son's cock being worshipped by this man.

The man apparently had done this before because she could see how he was
able to get the whole thick shaft in to his mouth while his free hand
played with the boy's hanging balls.  His head bobbed steadily back and
forth until Jason's hips began to take up a rhythm and the man pulled off
and said something to Jason, who looked down, nodded and then took hold of
the man's head and put his cock back in the waiting mouth and began to face
fuck him.

Audrey was getting really turned on watching as her quiet son took control
of the situation and the older man and vigorously fucked the man's mouth
and likely upper throat.  They went at it like this for perhaps ten
minutes, during which Audrey had reached inside her short robe and began to
work her pussy, rubbing the hard clit and then working one, then two
fingers up into her pussy.  Her ideas about trying to keep this whole
situation under control seemed to crumble with each passing minute.

Eventually the man pushed Jason back and then stood.  He said something and
Jason nodded.  The man reached into a pocket of the shorts and pulled out a
small packet. Audrey knew what it was and figured she knew what was coming.
She was glad they were going to take precautions.  The man ripped open the
packet and pulled out a round object and he placed it over the tip of
Jason's upright cock and rolled the rubber sleeve down as far as it would
go.

Then he and the boy switched places, with him leaning on the wall with his
ass pushed out and Jason getting in behind it.  The man said a few things
over his shoulder and Audrey could see her son take hold of his cock and
place the head against what must have been the man's asshole.  She loved
the way the boy's naked ass flexed as he moved the head around until he was
right where he needed to be and he pushed forward.

She could see the man stiffen as the big dick began to enter him and then
he relaxed and pushed his ass backwards.  Jason took hold of the man's
broad hips and continued to push.  Audrey suspected the man had done some
prelubing because the entry seemed to go smoothly.  A bottoming out must
have occurred because Jason paused and then pulled back.  Then he began to
fuck the man's ass like he had his mouth.

His hips movements became more pronounced and he was really giving the man
a thorough fucking, most likely at his urging until at some point Jason
leaned forward, saying something.  He then quickly pulled back and slid out
of the man's ass.  The older fellow turned around and got on his knees and
took hold of Jason's shaft and peeled the condom off and stroked until long
thick steams of cum shot out to hit the man in the face, the mouth and
neck.  One shot went wide and hit the side of the house.  Audrey would have
a chore for her son in the morning.

Once Jason had finished cumming the man sucked on his cock some more and
then quickly stood, said something and hurried off into the dark of the
back yard.  Jason watched him go and then turned to open the door and come
back inside.  Audrey was already back in her room where she quietly brought
herself to a wrenching orgasm.

As was usual she was sitting at the kitchen table when Jason came in, his
usual morning shuffle much in evidence. He made his usual toast and juice
breakfast and sat down across from his mother.  He wore only a tee shirt
and some basketball shorts.  She wore only an oversized tee shirt that came
down to half way to her knees.

"Good morning, dear, how did you sleep last night?"

"Fine, thanks."

"I'm glad to hear that," she said with a smile.

She waited until he was done and then took his dishes and went to the sink
to wash up.  As she worked she felt a pair of arms snake their way around
her waist from behind and Jason's smooth cheek come rest against the side
of her neck and face.

"Well, this is nice.  Have you decided its okay for you to give your old
mom a hug now and then?"

"I guess so and you're not so old."

She laughed as she dried her hands and then put her arms on top of his and
pushed herself back against him.  She felt a hard bulge pressing against an
ass cheek and she thought that only some flimsy cloth separated her ass
from his big beautiful and obviously hard cock.  She felt him squeeze her a
bit tighter and she thought his lips brushed against her ear.

"Hmm, this is nice, dear.  Would you mind if I turned around?"

Jason loosened his grip and she was able to get face to face with the boy.
She put her arms around his shoulders and pulled him in tightly again.
This time he didn't hesitate to tighten his grip.

"Hmmm, this is so nice, Jason, thank you."

She smiled when she felt his hips push forward to press his cock against
her lower belly.  She let her hands roam over his shoulders.  Any resolve
that she still had after the show she had seen the night before dissolved
under the onslaught of too many years of living alone and too few
meaningful human relationships.  She pushed her hips back.

"Did you enjoy what we did the other night, sweetheart?" she whispered in
his ear.

"Yes," he barely answered back.

"I did, too.  You were very exciting.  You are very exciting," she said.
"Did you like what you did last night?"

She felt him stiffen and she took her hand and cupped his head and held him
tightly.

"It's okay, baby.  It was very exciting to watch.  You're friend seemed to
enjoy it very much."

She felt him relax and grind his hips into her again.  She replied in kind
and whispered,

"Oh, yes, baby, that feels so good.  Do what you want with me.  Show me
what you can do and then we'll talk some more."

The first thing he did was slide his hands down to cup her firm ass and
pull her up hard against his rigid dick.  His lips began to work along the
side of her neck until they were more face to face and he rubbed his lips
over hers.  She sensed he didn't have much experience kissing so she
covered his lips with hers and began to push her tongue into his mouth.  He
opened his mouth and her tongue began to probe and wrestle.

His hands didn't have any such problem and he had the bottom of her shirt
pulled up exposing her bare ass.  His hands squeezed and kneaded her cheeks
and she moaned into his mouth.  He grabbed the shirt again and pulled up
and kept pulling until he had the garment over her head.  Then he tugged
his shorts down and they both heard the smack as his hard cock slapped up
against his lower abdomen.  Then he pulled off his shirt and tossed it
aside.

Now they were embracing, with nothing between their naked bodies and things
started to get very interesting.  Audrey allowed Jason to do as he pleased,
holding only lightly to his arms to keep herself upright.  It was the first
time he had seen her tits so he spent some time exploring them with his
tongue, lips and hands.  Then he pushed his cock between her legs and began
to rub the top side of the shaft along her wet pussy lips.

The friction was starting to build a fire in her pussy and she wondered how
he would put it out.  He covered her mouth again with his and slowly began
to maneuver them both towards the table.  She had a pretty good idea where
this was going and she hoped she was right.  After a number of small steps,
Audrey felt her ass bump against the table edge.  Jason kept pressing into
her and she slowly allowed him to get her on her back on the table, her
legs coming up and back, exposing her dripping pussy.

"Oh, yes, baby.  Go ahead," she murmured.

Jason took hold of his rigid cock and began to rub the head up and down her
puffy lips.  Audrey was squirming her ass on the table and decided to take
a hand, literally.  She took hold of the shaft of his cock and put the head
at the base of her pussy lips and said,

"Push, baby, push."

Jason moved his hips forward and Audrey groaned as her lips parted and the
head of his dick began to slide inside.  She let go of his cock and used
both hands to grab his slim hips and pull him forward.  He leaned forward
and let his weight force his cock deeper into Audrey's pussy. She groaned
and pulled her legs back and then brought them up so she could rest her
calves on his shoulders.  He put his arms around her legs and began to pump
his cock in and out of her now very wet pussy.

"Omigod, baby, yes, fuck me.  Your cock feels so good inside me."

Audrey began to squeeze and push her tits together as she closed her eyes
and just reveled in the feel of that hot young cock sawing away at her
pussy.  Remembering last night he began to really hammer at her and she
looked at him and said,

"Easy, sweetheart.  Your friend from last night might have liked it rough
and fast, but I prefer a little slower.  A bit more, ahh, that's it, just
like that.  And all the way in, I want to feel you slap into my ass with
each stroke."

So Jason fell into a nice steady rhythm with just the head staying in on
the upstroke and going balls deep on the down.  In fact, his heavy balls
were slapping into her ass each time.  It was incredible what he was
feeling.  As good as the old guy's tight ass felt, his mother's hot, wet,
and yes, tight pussy, felt even better.  He knew he wasn't going to last
long but he didn't care.  He hadn't expected to be fucking his mom this
morning, it just sort of happened.

When he opened his eyes he saw that she was still playing with her tits
with one hand but the other had slid down to finger her clit.  He figured
if he was lying on top of her there'd be a way to do that for her but that
was for another time.  Instead, he just kept up the fucking he was giving
her and he could ask questions later.  It was perhaps another five minutes
when Audrey groaned again and her hips began to buck and he could feel the
pressure of her pussy on his cock increase.

This felt incredible so he got his hips going a little harder and in a
moment she went rigid, her back arching as she had a major orgasm.  He knew
if he didn't pull out soon he would shoot inside her and that wasn't a good
idea so he pulled out and began shooting his heavy load all over her pussy
and ass.  He couldn't remember cumming so hard before.  It felt like his
balls were going to shoot out of his cock head.

When he was done, he crouched down and began to lick his mother clean.  She
was panting heavily but she was aware enough to know that this wasn't where
she wanted the next episode to take place so when it felt like he was
starting to fixate on her pussy she let her legs drop and she sat up,
forcing him back on to his heels.

"Oh, no you don't, baby.  Not here, not yet.  Stand up, help me off this
table and we'll go somewhere else."

So Jason stood up, his young cock only slightly softened and offered his
hand to his mother and helped her slide off the table.  Then she took hold
of his hand more firmly and led him to her room.  The master bedroom was
still off limits.  She swung him around and pushed him onto the bed on his
back and crawled up after him.  She got between his legs and took a firm
grasp of his hard young cock and began to stroke it.  He had his head
propped up on the pillows and he watched as Audrey bent her head down, the
long hair cascading down off her back to land on his legs, adding a new
sensation just as her lips closed over the spongy head.

He moaned at the feel of her warm wet mouth enclosing his cock while she
savored the taste of her own pussy juices that coated his skin.  She used
one hand to control the shaft while the other played with his big balls as
her mouth traveled up and down the ever wetter shaft.  Since this wasn't a
porn movie she didn't have to worry about her hair obstructing anyone's
view so she let it form a veil around her head and brush all over Jason's
bare skin.

He loved the feel of it and had to wonder how long it took her to wash and
dry her hair.  He had a fleeting image of helping her do it sometime.  As
she deep throated his cock he began to flex his hips and she ran her hands
up his torso to tickle his hard nipples.  After she was sure that he was
fully hard and wet she slid her mouth off of his dick and crawled up over
his body and began to rub her dripping pussy on the underside of the shaft.

Her hair was now sliding over his stomach and chest and he could see her
full tits moving back and forth in time with her hips.  Then she sat up and
took hold of his cock and brought the head to her pussy and began to sit
down on it.  It didn't take long considering how hard he was and how wet
she was for her to wind up with her ass cheeks planted firmly on his
thighs.  She paused for a few moments to savor the feel of him filling her
up and then she began to flex her legs, lifting herself up a few inches and
then down again.

She tipped her head back and he felt some of her hair tickling his thighs.
He reached up and took hold of her firm tits and began to fondle them and
play with the nipples.  She groaned and covered his hands with hers and
gave him some lessons in what she liked, although the adjustments needed
were very minor, the boy had good instincts.  After a while she folded
herself down to press her chest against his and cover his mouth with hers.
The kiss was slow and grinding and involved lots of tongue.  He brought his
arms around her back, taking hold of her ass in his slim fingered hands and
pulled down to fully impale her on his cock.

They fucked like that for perhaps five or more minutes and then Jason
mumbled into her mouth,

"Oh, fuck, I'm gonna cum."

Audrey pushed herself back up and planted her pussy down hard on his cock
and began to grind and wiggle.  Jason panicked a little and said,

"Mom, I can't shoot my load inside you."

"Just do it, baby, I'll explain later.  Just shoot your load inside me."

She emphasized this with more hard grinding and Jason couldn't hold back
and he began to shoot his hot heavy cream up inside her pussy.  This was
all she needed to feel and she began to spasm and heave from her perch atop
his cock.  They were both groaning and grunting and as their passion
subsided Audrey slowly slumped forward until she was laying on top of
Jason, her head beside his and his arms now up higher on her back holding
her in place.

"Oh, baby, you are so good, the best ever.  Just hold me for a while and
then I'll explain some things to you."

In fact, they fell asleep like that for a couple of hours and it was late
in the morning when Jason woke up to the feel of gentle kisses on his face
and neck.  Audrey had slid off to the side and had an arm and leg draped
over his naked body, his soft, limp dick resting on his balls.

"Oh, my dear sweet boy.  This has gone further and faster than I would have
thought.  But I just can't keep my hands off of you and your gorgeous cock
and body.  How are you doing with this?"

He thought for a few moments and then said,

"It's kind of weird, because I know you're my mom but for some part of me
it's like you're someone I just met who's hot and sexy and I want to be
naked with you as much as possible.  It's kind of confusing, but really
really fun."

"I understand that, baby.  It's pretty confusing for me too.  I know you're
my son but I can't help being turned on and having such intense desires for
your body.  Maybe for the time being we shouldn't worry so much about that.
What we will worry about is what you need to know.  You're doing very well
but there is still a lot to learn."

"I want you to teach me everything you can."

 "Well, first I should teach you some things about me.  To begin with, I
can't have any more children so you don't ever have to worry about cumming
inside me.  I know you know about condoms after that night with that man
and that's important.  The reason I can't have anymore kids is that after I
got sober, I took a look at where my life had gone, the things I had done
and decided it wouldn't be a good idea to bring anyone else into the world.
You were enough.  So I had surgery."

"What do you mean, things you had done?"

"Well, Jas, when I was strung out on the booze and drugs, I couldn't hold
down a regular kind of job so I started pole dancing, you know, stripping.
I also did some porn video work, nothing big but some small roles and short
clips.  For a short time at the end I even did some prostitution."

Jason was looking at his mother dumbfounded.  How could this beautiful,
intelligent woman have fallen so far?  She lay there with her long hair
splayed out on the pillow under her head.  The sheet was pulled up so only
her head, neck and bare shoulders were visible.  He couldn't imagine how
bad it must have been for her.  He wasn't sure why but he felt he had to do
what came next.  He shifted closer to his mother and began to work his arms
around her.

"Come here," he said softly.

Getting the idea she rolled toward her son and let herself be enveloped in
his embrace, the warmth of his bare skin more about comfort and empathy
instead of lust.  She let out a long sigh and felt herself melt into her
son's body.  When they awoke several hours later they were in the same
position.  The relationship between them began to loosen up.  It wasn't
just about sex between relative strangers.  A warmth was beginning to
develop, punctuated with deep kisses and long hugs at various times of the
day.

Jason found it amusing on a day when his mother had to go out for an
extended time to do some research for an article, he actually felt lonely.
A knock on the back door interrupted those thoughts and when he opened it
he was a bit surprised.  Standing there was a tall, powerfully built woman,
dressed in shorts, a short sleeve work shirt and work boots.  She must have
been close to six feet tall.  Her thick black hair was done up in a braid
tucked down the back of her shirt.

She must have been in her late thirties or early forties.  She had an
attractive face and her shirt was well filled with breasts that were bigger
than his mother's.  She smiled slightly as she said,

"Hi, I'm your new neighbor, Beverly Johnson."

"Um, hi, I'm Jason."

"Hi, Jason, nice to meet you," she said, holding out her hand.

He took it in his own and found it to be a firm grip.

"Um, nice to meet you, too.  Is there something you need?"

"Yes, in fact.  They still haven't turned my water on.  Can I get a couple
of buckets full from your garden hose?" she asked, smiling again.

"Oh, sure.  It's right there on the side of house," he said, pointing out
the door.

"Thanks," Beverly said.

She stepped away from the door and turned toward the hose and Jason
followed her out.  There was something very appealing about her larger than
life physicality.  He couldn't help but watch as her muscles shifted under
her clothes and bare skin as she worked the hose to fill the two five
gallon pails.  When she was done she put the hose back on the hook and
before she lifted the two buckets she regarded the boy and said,

"Say, do you have anything going on this summer that will take up your
time?"

"No, not really, why?" Jason asked.

"I bought this house to renovate and resell.  They call it flipping.  The
elderly woman that lived there really let it go for some years before she
died.  There's a lot I'll need to tear out.  I could use some help hauling
out debris, pulling nails, that sort of thing.  A good pair of hands, but
not necessarily skilled.  I can pay you minimum wage, but it'll be cash
under the table so you won't lose any to taxes and such.  You game?"

"Yeah, sure that sounds great.  I could use the money."

"Okay, come over day after tomorrow, eight o'clock in the morning."

"I'll be there."

She gave him another smile, then bent down to take a handle in each hand
and lifted the nearly forty pound pails without apparent effort.  As she
walked away he couldn't help but fixate on the way her ass cheeks moved and
flexed under the shorts.  It was almost hypnotic.

Later in the afternoon his mother came home and found him in a fairly good
mood.

"Well, Jas, you seem to be a happy fella.  What's going on?"

"I got a job for the summer.  Well, for part of it, anyway."

"Really?  Where?  Doing what?" Audrey asked.

"Next door.  Some lady bought the house to flip.  She came over to borrow
some water.  Hers is shut off.  She offered me a job helping haul debris,
pull nails, you know, unskilled labor."

Audrey smiled and then cocked an eyebrow at he son and said,

"She might be surprised at how skilled those hands can be.  How's the
money?"

"Minimum wage, but under the table, so not so bad."

Audrey stepped up to her son and wrapped her arms around him and said,

"I'm happy to hear this, Jas.  It'll be good to get you out of the house.
What about hobbies or sports?  You look like you're in pretty good shape.
What were you doing before?"

"Mostly running," he replied from the circle of her arms.  "Cross country,
that sort of thing.  I did some for the middle school team until Dad got
really bad.  I suppose I could try out for the high school team when I
start there in September."

Audrey kissed his cheek and said,

"I wish you would.  I think it will be very good for you, physically and
mentally.  You should think about getting out there this summer to get
ready."

He nodded and this got him a warmer kiss on the lips but before he could
respond she pulled away and said,

"Time to make dinner.  If you're a good boy and you eat all your veggies,
maybe I'll find a way to reward you later."

He couldn't help but laugh.  However, he did take his mother's advice and
the next morning after breakfast he put on his neglected running gear and
headed outside.  It had been a number of months since his last run so he
decided this first time out he would keep things to a fast walk.  As it
turned out he didn't make it past the end of the block.  At the last house
on the opposite side of the street from his, Jason saw an older black man
watering his lawn.

"Mornin', Jason.  Good to see you out and about again."

"Thanks, Mr. Edwards.  We figured it was about time."

"Yeah, I heard it's you and your mom now," the older man said.  "Speaking
of getting out, I understand we have a mutual friend in the neighborhood."

"Really? Who?" Jason asked but he thought he knew already.

When the man said the name, Jason simply nodded.

"Oh, don't you worry, son.  He and I are old friends, if you get my
meaning.  He had some very nice things to say about you.  And I have
someone visiting me this summer that you might like to meet."

Jason had known the man casually since he was a kid.  He wasn't aware of
his preferences but then again he hadn't been aware of much until recently.
He had enjoyed his encounter with the other man, so he thought, what the
heck.

"Sure.  Were you thinking now?" Jason asked.

"Let's go see if he's awake."

That answered Jason's first question, and it started a reaction that was
making his jock tighter.  Mr. Edwards turned off his hose and left it on
the lawn as he led Jason up to the house and through the front door.

"Ernie," he called out.  "Come here, there's someone I want you to meet.
And don't worry about how you're dressed."

Jason heard the sound of feet coming quickly down the hall and he had to
admit he was pleasantly surprised.  A thin, gangly boy, probably not much
more than thirteen appeared in the living room.  His skin was smooth and
caramel colored, he didn't look to have an extra ounce on him and he was
wearing only a small pair of tighty whities.

"Jason, this is my grandson, Ernie.  His visiting for the summer, as usual.
Ernie, this is Jason.  He lives down the block.  You met a friend of his
the other night."

"Ohh, nice, gramps, I think I like where this is going," Ernie said as he
walked up to Jason.

Jason could see that the front of the boys briefs were starting to bulge a
little and his own cock was starting to feel a little confined as he
considered the possibilities of this new situation.

"Why don't you two boys get acquainted and I'll just sit over here and keep
an eye on things," the older man said.

"Good idea, gramps.  Don't want you to wear yourself out too early in the
day," Ernie said as he reached out and began to rub the front of Jason's
shorts.

Jason smiled at the boy, who was only a little shorter than himself.  He
reached out and cupped the bulging briefs and figured this kid had
something significant to play with already.

"I don't know about you but I like being naked.  Let's lose this stuff,
okay?" Ernie said.

"Sure."

Ernie grabbed Jason's shorts and tugged them down while the older boy
peeled off his baggy tee shirt.  Jason's jock was showing a hefty bulge and
Ernie gave it a few rubs before he took hold of the waist strap and tugged
it down.  Jason's fully hard cock sprang out and up.

"Oh, gramps, you found me a great cock to play with," as he wrapped his
dark slender fingers around the shaft and began to stroke it.

"Actually, boy, you can thank our friend.  He's the one that told me about
it.  You can show him how much you appreciate it, next time around.  But
right now you better concentrate on Jason."

Ernie smiled as he used his free hand to shuck off his briefs, revealing a
nice plump, hard dick that was maybe five inches long, but held the promise
of a lot more as the boy grew.  His balls hung nicely and he was hairless.
He dropped into a crouch and let his tongue run all over Jason's hard cock,
getting it wet and shiny.  He didn't have a great deal of experience but he
was really coming to love the feel of a tongue or lips on his cock.  It was
vastly superior to his own hand, or a cold piece of mirror glass.

He closed his eyes as a warm wet pair of lips slid down over the head and
he put his hands on the boys closely cropped hair, letting him set the
pace.  After a bit he opened his eyes and could see the now naked
grandfather sitting on the couch stroking a semi hard but still very
substantial dick.  It was a very dark skinned organ with large hanging
balls slung beneath curly gray hairs.  Jason thought it would be fun to
play with at some point.  Ernie was an enthusiastic cocksucker and while
Audrey could probably teach him some things, it was still a very
pleasurable experience.

Jason looked down and could see the boy was stroking his own dick and it
was pointing up and precumming nicely.  Ernie was also a sloppy cocksucker
and Jason's balls were soon receiving a fair amount of saliva that was
dripping down the shaft.  With it all lubed up Ernie was doing his best to
get all the shaft in his mouth, including grabbing Jason by the ass and
pulling forward.  The boy would take what he could until he gagged and then
he would back off to catch his breath before trying again.

Taking a look over at Mr. Edwards, Jason could see that he was now fully
erect and his cock was big, really big, maybe ten inches and quite thick.
He wondered if Ernie was sucking on that big dick every day.  The boy
lavished his oral attention on Jason for at least fifteen minutes when he
finally pulled off and said,

"Now that you're nice and big and slippery, how about stuffing my ass full
of that hot cock?  We know you're good at it."

Jason wondered how far his reputation might spread and what the
repercussions might be but he was also very hard and very horny so he
nodded and said,

"How do you want it?"

Before Ernie could answer another voice said,

"You can fuck that skinny tight ass while he's givin' his granddad some
proper attention."

Mr. Edwards was sitting with his ass on the edge of the sofa, his legs
spread wide and holding that big dick straight up.  Ernie smiled and
bounced up off the floor and hurried over to get down on his knees in front
of the couch.  Jason moved at a less hurried pace and allowed the boy to
get settled between his grandfather's legs.  He knelt down so that his dick
was pointing at the smooth dark ass cheeks.  Ernie looked back, one hand
wrapped tightly around the big black dick in front of him and said,

"I've taken this big thing up my ass a bunch of times, so you shouldn't
have any problems.  Give me everything you got."

Then he pulled the big dark knob to his mouth and began working it
vigorously.  Jason gave a bit of a mental shrug and adjusted his position
so the head of his dick was pointed at the dark, tight ring.  He knew his
own dick was slippery from the boy's spit and his own precum but he figured
he should add something to the mix and let some spit dribble from his mouth
to the boy's asshole.  He used his cock head to rub it around, causing the
boy to wiggle his ass.  He added some more and then when he was done he
began to press the head against the tight ring.

The boy was right.  It didn't take but a second's worth of pressure before
the ring opened up and the head began to slide in.  It was still a tight
fit and as the shaft began to move in, the feeling was exquisite.  He could
hear the boy mumbling his pleasure around the mouthful of dick he was
working.  Once his cock was about a third of the way in, Jason let go of
the shaft and took hold of the boy's skinny hips and continued to push in.
When his hips made contact with the boy's tight ass he pulled back and
began a study fucking motion.  After several deep strokes the boy let his
grandfather's cock pop out of his mouth and he groaned.

"Oh, man, that white dick feels so fine in my ass.  You should try it,
gramps."

"I think I will," the older man said as he stood up.  "Pull out of that
boy's ass and let me get in there."

Jason knee walked backwards and let Mr. Edwards take his place.  He watched
in fascination as that big black dick slid slowly up inside the boy's ass,
getting more groans out of him.  He pumped in and out for a bit and then
leaned over the boys back.

"Alright, son, get that fat dick of yours up my ass.  I haven't had a good
one in a while."

Jason imagined that with his other neighbor, Mr. Edwards was the one doing
the fucking.  So he slid up behind the man, positioned his dick at the dark
hole and began to push.  He was a little tighter than the boy but it didn't
take much and he slipped right in.  They began a complicated rhythm so that
everyone was getting something and it didn't take all that long before the
cum began to fly.  Jason was first and he plunged all the way in and began
to pump his hot load up inside the older man's ass.

Before he was done, he heard Ernie shout he was going to cum and from the
way the boy's body jerked it went on for some time.  Then it was grandpa's
turn and with a low grunt and groan he began to fire into the youngster's
tight hole.  Jason slid back and out and sat back on his heels.
Mr. Edwards straightened out and allowed his grandson to slide forward and
then off to the side.  After a few minutes of heavy breathing he suggested
they get up and go clean themselves off.  This led to all three of them
climbing into the shower and playing with and massaging each other until
they each fired off another load of cum.

The old man managed one spurt and a few dribbles but Jason managed a nice
load that hit the stall glass and little Ernie firehosed a fair amount that
he aimed at his gramp's cock, which he then proceeded to lick clean.  After
getting dressed, Jason left with promises for a return visit, possibly with
the other neighbor in attendance.  When he got home, he went to his room
and crashed, knowing that the next day was going to be busy and he would
probably spend part of the night with his mom.  How right he was.

A knock on his door woke him up.  He rolled over to see his mother standing
in his doorway.  She was dressed in tight shorts and a tank top that was
showing lots of cleavage.  He really liked what he saw.

"Hello there, sweetheart.  Ready for some dinner?" she asked.

"Yes, I'm pretty hungry," he said as he rolled off the bed.

 He was till in his running shorts but he had taken off his shirt.  His
slim, sleekly muscled torso attracted his mother's eye and they were
reacting together.  His cock was starting to tighten his jock and her
nipples were starting to poke through the material of her top.  As he
walked up to her she wrapped him in a hug and pressed her hips against his.
The feel of his bulge heightened her excitement.

"Oh, baby, you feel so good against me.  Oh, god, how I want you inside me,
but I'm hungry, too.  Let's make something to eat and then you and I are
going to have a very interesting evening together."

With a quick but intense kiss she pulled back from him and then grabbed his
hand and towed him to the kitchen.  They concentrated on food preparation
and managed to bump into each other only a few times and were soon sitting
at the table eating while they played with each other's bare legs.  When
the meal was finished they put the dishes in the sink and then Audrey
grabbed her son and said,

"For god's sake, Jason, take me to my room and fuck the hell out of me.
Don't stop until neither of us can move.  Please," she begged him.

Without a word, Jason took her by the hand and pulled her toward the
bedrooms but didn't go to the guest room.  He took her to the master
bedroom and pushed the door open.  He didn't stop until they were standing
by the big king sized bed.  Before she could comment he grabbed her top and
pulled it up over her head and released her big firm tits.  Then her shorts
and panties came next.  While not exactly tearing her clothes off he was
quick and aggressive and she was loving it.  Her pussy was already starting
to get wet.

Once she was naked he pulled his shorts and jock off and with his fat hard
cock pointing to the ceiling he grabbed her under the arms and threw her
onto the bed.  She lay there on her back, her long hair in disarray, her
big tits pancaked somewhat and he legs spread.  He got on the bed on his
knees and maneuvered around so that he was kneeling between her thighs.  He
used a finger to test her wetness and she ground her hips a bit at the
touch.  He took his hard cock in hand and rubbed the head up and down her
wet swollen lips and she began to bite her lower lip.  When he put the head
to the lower edge of those lips she pushed forward to meet him.

Then he lowered himself so that he was lying on top of his mother and
pushed forward, hard and deep in one stroke.  She wrapped her arms and legs
around him and with her face buried in his shoulder, she yelled,

"Oh, Fuck, yesssss, baby.

Regardless of what she may have said earlier he was fucking her hard and
she was loving it.  He rammed his hips down, slapping against her hips and
lower abdomen with a smack.  She had one hand on his back and the other on
his ass and she was urging him on with phrases like 'fuck me, baby,' 'ram
it in there' and 'you're the best I've ever had'.  Fortunately for Audrey
he had blown two heavy loads earlier that day and had taken a long nap that
afternoon so that he was able to keep up the frantic pace for a good while.
It got to the point where she was hanging on for the ride, her pussy on
fire, her body on automatic.  When she finally heard him grunt out,

"Fuck, I'm going to cum, mom."

She hung on tight and began to ride out her second orgasm of the session.
She was just barely aware of his hips pushing hard once more and then his
whole body shuddering as he fired stream after stream of hot cum up inside
her.  They both rode out their orgasms holding on to the other as tightly
as possible.  After what seemed forever they began to drift down, slowly
relaxing but not letting go.  The room was full of the sound of hoarse
breathing.  After a bit more, Jason raised his head up so that he was
looking down into a pair of beautiful eyes half hooded by the lids, a small
smile on her face.  In a second their lips were locked and they were
sharing a grinding, tongue tangled kiss.

This went on for some minutes until she murmured,

"Roll us over baby.  Get me on top of you."

He did as she asked and quickly their positions were reversed.  His still
hard cock was trapped in her pussy as she sat up to rest her rounded ass on
his thighs.  She began to slide her hips back and forth in a slow deep
cowgirl fuck.  She played with her long hair as his hands came up to grab
her tits and squeeze and fondle them as his thumbs worked the nipples.  She
rode him like this for maybe five minutes to make sure his cock was hard
and wet.  Then she shifted her hips and using one hand, pulled his cock
free and put the slick head to her asshole.  Then she began to lower
herself, using her weight to force the head past the tight ring.  As it
began to push past she let out a groan and let go of his dick and covered
his hands with her own, urging him to play more with her tits.

It didn't take long to get the whole fat shaft up her ass and she began to
ride him.  First it was a number of up and down strokes and then she would
sit all the way down and grind her ass on his thighs.  After a while she
leaned backward and slid one of his hands down until it touched her clit
and he knew what she wanted.  While she fucked his cock with her ass he
used his thumb on her clit and a finger to work up inside her cum drenched
pussy.  She braced herself with her hands on his shins and with her head
thrown back she screamed as an intense orgasm ripped through her.

As she spasmed, her ass clamped down on his cock and he fired off a few
weaker but still intense cumshots.  When Audrey's body relaxed it did so
wholesale and she collapsed backward onto his legs and then rolled off, her
head down by the foot of the bed.  Jason recovered more quickly so he sat
up and as gently as he could, gathered her up to pull her under the covers
and hold her tightly to him. When she finally said something, it was coming
from somewhere near his chest.

"Oh, god, Jason, baby, that was just unbelievable.  I've never had someone
fuck me like that.  And twice.  Jesus, you were reaching me in places no
man ever has, and I don't mean cock size.  How did you know I wanted to be
taken like that?"

"I'm not sure.  The way you were hugging me before and the way you were
dressed.  It just seemed like you were really wound up and that was what
you wanted.  I wanted to give you that."

"Hmm, well, I'm glad to know you have that in you.  I may not want it like
that all the time, but we'll do this again, be sure of that," she said as
she snuggled into him.

It wasn't long before the only sound in the room was that of steady
breathing.  It must have been five hours later when Jason's dreamless sleep
was interrupted by the feel of warm wet lips on his cock.  He wasn't sure
what his mother wanted this time but he was bone tired and knew he was
supposed to get up for work the next, or that, morning, so he just lay
there and let is mother have her fun.  She sucked him for maybe fifteen
minutes, mostly in long slow transits up and down the shaft, with an
occasional detour to lick his balls.  Then she climbed on his cock with her
back to him and between his fat cock inside her pussy and her fingers
working her clit and nipples she shuddered her way through another intense
orgasm.  He still hadn't cum yet so she got her mouth back on it and sucked
him until he blew a reduced load into her mouth, which she gulped down.

She crawled back up to snuggle up beside him and they were soon both back
to sleep.  The sun through the window woke them up around seven and when
Jason opened his eyes he found hers looking back at him from the pillow
they shared.

"Good morning, sweetheart.  Thank you so much for such a wonderful night.
Did you know what I was doing to you around midnight or did you really
sleep through that?"

"No, I knew, I just didn't have the energy to join in, sorry."

"Don't be sorry, sweetie.  I was happy to do it for you and I'm glad you
were awake to enjoy it.  It was like having a flesh and blood sex toy.  How
evil does that make me?"

"Not evil at all, Mom," Jason replied.  "From what it looks like you're a
very sexual person and you've been on short rations lately.  I don't mind
at all," he said as he pulled her tight.

"Thank you for understanding.  Now, you have a big day ahead of you.  They
delivered that dumpster thing yesterday while you were out so I imagine our
new neighbor will be expecting you to fill it.  You get in the shower and
I'll make you a big breakfast, but first," she said and then covered his
mouth with hers and kissed him lovingly.

Once his mother was out of bed he managed to roll himself out and shuffle
off to the main bathroom in the hall.  He started off with a hot shower to
make sure he was cleaned up and then finished with a brief blast of cold
water to wake himself up.  As Audrey sat at the table waiting for him she
was smiling as he managed a somewhat more alert entrance than usual,
especially considering the night they had.  She saw that he was dressed in
a tee shirt and jeans and a pair of work boots.

"All set for a day of work, sweetheart?"

"Yup.  I just hope I didn't leave too much of my day in bed last night."

Audrey couldn't help but laugh and she replied,

"Don't worry about that.  You're young, you'll bounce back quickly enough.
But I think someone is probably going to need a soothing bath tonight."

Jason could only smile.  Once he was finished he helped clean up, gave his
mother a more than warm embrace and kiss goodbye and he headed next door.
It was just a little before eight when he knocked on the door.  He couldn't
help but smile when the door opened up and Beverly stood there.

"Good morning, Jason.  Right on time.  Excellent."

"G'morning, Ms. Johnson."

"No, Beverley is fine.  I'm not ready for any of that Ms. Johnson stuff
yet."

Jason smiled more but most of that smile was from what he was seeing, not
hearing.  She stood before him with her well muscled body prominently
displayed in a pair of work shorts and a tightly fitted tee shirt.  As
before her hair was in a single braid that was tucked down inside her
shirt.  She turned and said,

"Follow me."

He was happy to watch her ass move in those shorts and he wondered what
those hard cheeks would feel like in his hands.  As he walked along he saw
that each room that they passed had a pile of broken wallboard in the
center.  They came to the furthest room, one of the bedrooms and she handed
him a pair of gloves and a dust mask.

"Alright, Jason.  I'm working upstairs so you start in here and clear out
this pile into the dumpster in the driveway.  You can prop open the kitchen
door.  As you finish each room move to the next one.  We'll worry about
sweeping and stuff last.  Concentrate now on the bigger stuff."

"Okay, Beverly."

With that he pulled on the work gloves and went to work.  What he didn't
see when he bent over to pick up the first load of pieces was Beverly give
him an appraising look before moving off to do her work.  When she came
down a couple of hours later she was surprised to see him starting on his
third room.  And she said so.

"Wow, you work fast, Jason.  You aren't going to burn yourself out are
you?"

"I don't think so.  I'm pacing myself okay, I think."

"Okay, I'll let you get back to it."

And that's the way it worked for the next three days.  The only room that
hadn't been gutted was the master bedroom and attached bath.  That was
where she was living and would do last.  Once Jason had all the rooms
cleared of debris, the sweeping and vacuuming started.  Then wet mopping
the floor to get up the last of the dust.  It was half way through the
afternoon on the third day when Beverly called a halt.

"This is a good place to stop for the day.  Tomorrow I'll have you start on
something that won't be as tedious.  You might even find it fun."

"Okay, cool, but this wasn't so bad, really."

She smiled at him and watched as he walked away.  As he had on previous
nights, his mother's predictions of a hot bath had proven prophetic.  The
first night wasn't so bad, but when he woke up stiff and sore and then had
to work a full day, the second night's long soak was heaven sent.  It
helped that his mother climbed into the spacious tub and sat behind him and
rubbed water and suds on his chest and belly and arms and then treated him
to a long slow stroking until he shot a nice load up onto his chest.  One
shot even cleared his shoulder and landed on her tits.

Despite his protests she wouldn't let him do anything to her the first two
nights, but this night, since he was home earlier, she put him in the tub
and then rode him like a cowgirl again, until he filled her pussy and she
came twice.  Then it was dinner, some making out on the couch and something
new.  They got naked on the big bed and at Audrey's suggestion they sat
against the pile of pillows and while kissing she jerked him off while he
fingered her pussy and clit.  The result was some very satisfying orgasms
without a lot of energy spent.  Then they cuddled up and went to sleep.  As
she drifted off to sleep, Audrey thought she couldn't be happier.

When Jason reported for work the next morning it turned out it was a good
thing he hadn't expended great quantities of energy last night.  When he
knocked on the door, he was surprised that Beverly had just called to him
to come in.  When he entered the as yet ungutted kitchen he was stunned.
Standing there was Beverly, but not he one he was used to seeing.  Instead,
was a vision that had him almost immediately hard.

She was wearing a skin tight skirt that reached to mid thigh.  Her top was
some sort of clingy sleeveless number that was straining to cover her big
tits and didn't quite reach the top of the skirt, giving a hint of navel.
Her black hair was loose and wavy and hung down past her shoulders.  He
couldn't see how far down in back it went.  Her face was done up with more
make up then he had seen before, but not over done.  She was trying to
strike a provocative pose but it was evident she was also nervous.

"Good morning, Jason," she said, her voice pitched low.

"Um, hello?"

"I told you this morning wouldn't be so tedious.  And you might have fun,"
she smiled a bit more and held out her hand.  "Come with me."

He moved forward and put his hand in hers.  Now, he had had enough
experience by now to know what was coming and to be excited, not scared,
but the thought of actually having sex with this sexy Amazon still had him
a bit stunned.  She led him to the master bedroom which was still intact,
if a bit beat up from neglect but it was clean and the bed looked inviting.
She led him to the foot of the bed and turned to face him.  He was sure she
was trembling a bit.  She put a hand on the side of his face and tilted his
head up to her and she leaned down to bring her face closer, then she
paused.  Jason made no move and then she closed her eyes stood up straight
and sat down hard on the end of the bed and bowed her head.

"I can't do this," she mumbled miserably.

Jason was disappointed but he had gained enough maturity of late, first
dealing with his sick and dying father and then this summer of his sexual
awakening to not do anything rash or stupid but to sit down next to her and
say,

"What's wrong?"

"I just thought that, I don't know, it's been quite a while for me and
you've been so sweet and hardworking.  You seem older than I guess you are
but I just, I couldn't?" she tailed off.

He reached out and took her hand back and said,

"So, you haven't had sex in a while and you thought it might be fun to do
it with me, but you can't because of my age."

She nodded.

"That's too bad, because I thought you were really amazing looking the
first time I saw you and I think that more now that I've gotten to know you
better and I'd really love to have sex with you."

"Really?" she said looking over at him.

"Really.  So if you don't mind?" he said and then before she could react he
pushed himself up on one knee on the mattress and brought his lips to hers,
taken her face in one hand.

He felt her stiffen a bit but having now provided the opening she poured
everything into it.  She wrapped him in those strong arms and opened her
mouth and sucked in his tongue.  Then she fell backward onto the bed,
taking him down with her.  He was still wearing his work boots so with some
contortions he was able to pry them off.  Then he prompted her to wiggle
around so that they were now fully on the bed lying crosswise near the
foot.  They were on their sides with arms and legs entwined and he couldn't
help himself so he grabbed hold of her ass in one hand and squeezed.  She
pulled her mouth of his for a moment to say,

"Oh, yes, lover, play with my ass.  Do you like how that feels?"

"Oh, yeah, I've wanted to play with that hard muscled ass since the first
day we met."

And then they were kissing again.  He slid his hand down and got it under
her skirt and then back up along the bare skin of her thighs and then the
bare skin of her ass.  Either she was commando or wearing a thong.  A bit
more probing discovered it was a thong, but he stayed with those hard bare
cheeks for the moment.  Whatever restraint Beverly might have been feeling
before was now completely gone.  She was on fire.  She was pulling up on
his shirt while trying to push down on his pants.  He likewise was trying
to get up under her top and feel those big tits.  Finally she said,

"Lets take a minute and get rid of all this.  It will make things so much
easier and more fun."

He just nodded and rolled off to pull off his shirt and then undo the
button and zipper on his pants.  When he was just in his boxers, his bulge
was obvious and when he shucked them off, his fat hard dick slapped against
his stomach.  He rolled back just in time to see Beverly undo the front
clasp of a well stuffed bra.  He knew little about tit sizes but he knew
that his mom wore a 36D bra and Beverly was definitely bigger.  When they
were freed they slid off to the side somewhat but looked very firm and hot
as hell.  He did the honors and hooked his thumbs into the side strings of
her thong and began sliding it down her long muscular legs.

Catching her by surprise he pushed her legs aside and dove in and began to
lick her clit and pussy.  She hissed her pleasure and took his head in both
hands and pressed his face tighter against her.  His licking was insistent
and inspired.  He licked and sucked her clit and then worked her lips
inside and out before he began to probe her pussy.  She was grunting and
pushing her hips up off the bed and he just rode along and continued to
flail away.  She went wild when he wrapped his lips around her clit and
began sucking it while he slid first one and then two fingers up her into
her pussy.

"OH, oh, ooh, oooh, fucckkkkkkkkkkk," was what preceded the gut wrenching,
ass bouncing orgasm that he was finally able to get out of her.

Her pussy juice flowed over his chin and it tasted fantastic.  When she
finally settled back down, her breath coming in heavy pants, he climbed up
that fantastic torso and he offered some of her own pussy to taste.  She
grabbed the back of his head in both hands and kissed him ferociously.
When she had had enough of her own, she went after him.  She practically
flung him onto his back further up the bed and then swooped down to swallow
his cock down in one gulp.  She formed a ring around his balls with thumb
and fore finger as she sucked.  She licked.  She teased the head with her
tongue.  Finally, she let it pop from his mouth and she looked up along his
slim torso and said,

"Oh, lover, you look and taste so good.  Damn, you have such a beautiful
big cock.  It's been so long since I've had one this good."

And then she was back down on his dick and she sucked it like she was
trying to pull his balls up through it.  He in turn ran his hands all over
her back and ass.  He even tickled her asshole a bit.  She seemed to like
that.  Finally, he couldn't resist her assault any further and he pressed
up with his hips and began to shoot thick heavy streams of cum.  She stayed
right on his cock and didn't let a drop get by.  When he was finally
finished pumping out his load she spent some time licking everything clean
and then some.

When she was finally done she crawled over him and lay full length on the
bed, her head and shoulders against the pillows, that amazing naked body on
full display.  Then she patted the bed next to her and Jason moved into
position to be wrapped in those arms and cuddle up against those big tits.
She kissed the top of his head and said,

"Thank you, lover, for getting us started.  I wanted you so badly this
morning, but I couldn't bring myself to make the first move.  And damn, you
sure know what you're doing for someone your age."

"I've been having some fun this summer, picking up a few things."

"I'd say you've picked up a lot.  The way you used your tongue and lips on
my pussy was incredible.  I can't wait to find out how well you use that
cock," she said.

"I think you're really hot, too," he said, let his hand slide over her
slightly sixpacked abs.

"I'm glad you think so, a lot of guys think I look to mannish."

"What? Are they fuckin' nuts?  You're body is incredible, you have a
beautiful face and these big sexy tits sure aren't from a man," he
finished, taking one of the big firm orbs in hand.

She tilted his head up and kissed him soundly.  The she looked down into
his eyes and said,

"You know, I'm going to be working on this house for a few months at least.
We could do this every few days.  Would you like to do that?"

"Of course, I would.  That would be amazing."

She smiled and then started kissing him again.  This kiss wasn't intended
to stop and after a while she pulled him up on top of her and let him get
into position so his cock was rubbing on her wet pussy.  Something about
her movements suggested something slow and passionate, so he continued to
rub her pussy and clit with the head and shaft of his dick until he could
feel the wetness and then he put the head to the bottom of her thick lips
and began to push home.  As the head began to slip in she pushed up and
then groaned as more of his dick pushed passed her wet lips.

"Oh, fuck, yes that feels so nice baby.  Let me feel how you fuck a pussy
with that big thick dick."

He kept pushing in and she got her strong hands on his ass and pulled him
forward.  Once he bottomed out he began to saw his dick in and out of her
ever wetter pussy.  He took the opportunity to slip a hard nipple in his
mouth and he sucked and nibbled with his mouth while he fucked deep and
steady with his cock.  She was mumbling and moving her head from side to
side, loving every inch of it.  Having already fired off a big load he was
able to give her a thorough fucking.  And just to make sure he ground
against her clit each time he touched bottom.  When she was finally ready,
her hips bounced up and she shook and groaned through another orgasm and he
was just barely able to pull out and shoot his cum all over her massive
tits.

"Oh, fuck, Beverly, dammmmmm."

"Yes, baby, coat my big tits with your cum, baby."

His second load of the morning shot out and splashed on her tits.  His own
were closed but had he been able to see hers, they were flashing and her
smile was wide.  When he was finished he slowly collapsed over sideways to
lie next to her.  He was able to watch as she scooped up some cum to eat
and then rub the rest into the skin of her tits and belly.  Then she hugged
him to her again and kissed his hair and forehead.

"Hmm, you are just so fantastic, baby.  I'm so lucky to have found you."

"I feel lucky, too.  Do you mind if I ask you something?"

"What's that?"

"How did you get such an incredible body? This isn't all from working on
houses is it?"

"No, sweetie, it isn't," she said with a chuckle.  "The men on my dad's
side of the family tended towards big and strong.  My mom was pretty tall
and busty as were a lot of the girls like my aunts and cousins.  So, I got
some of both.  And at one time I had the idea of becoming a competitive
body builder and I got pretty far but at some point it got to be too much.
Way too much muscle, no tits and too much drugs around.  I didn't want any
of that so I quit and just do the workouts for fun.  The family was always
in house building so I just went into that.  So here I am, lucky girl that
I am.  What about you?  You look to be in pretty good shape."

"Running.  Cross country mostly.  Not so much lately, but I'm getting back
into it."

"So it's just you and your mom next door?" she asked as she ran her fingers
over his shoulder and down his arm.

"Yeah, it was just me and my dad, but he got sick and died at the beginning
of the summer, so Mom came to live with me."

"Oh, my god, Jason, I'm so sorry, I had no idea," Beverly said as she
hugged him tighter.

"How could you?  It's okay.  Things are getting better.  Mom has been
really great, actually."

Beverly didn't answer, she just held him close and rubbed his back and
kissed his head occasionally and he let his hand slide over her hard
stomach.  After awhile they both drifted off to sleep.  He eventually woke
up first and her arms had fallen away and she was still on her back so he
thought he'd find a nice way to wake her up.  He slid down the bed and
knelt at her hip and leaned down to let his tongue drift over her clit and
he could feel her stir a bit but he kept it up.  Her legs drifted apart a
little and he used the added room to move lower and start licking her pussy
lips and then back up to her clit.

After a few minutes of this, it became obvious that she was awake and he
looked back at her and saw that sexy eyes half closed look he liked on his
mom and she grabbed his hips and pulled his cock towards her face and soon
they were in a hot passionate sixty nine.  He had his tongue deep in her
pussy and she had his cock down to the root in her mouth.  She was well on
her way to a second orgasm when his balls began to pull up tight and then
he was firing another, if reduced load, into her mouth to swallow.  He
began to tickle her asshole and that's when she exploded hard and clamped
down on his head with his mouth wrapped around her clit.  After they came
back down to earth, Jason crawled around and stretched out on top of her
long hard body and again fed her some of her juices and tasted some of his
come.  It was a heady mix.

"Oh, lover," she cooed.  "This has been the finest morning I've had in
years and years and years.  But I think we ought to call it a day before
you wipe me out completely.  You're off the next two days. So, see you on
Monday morning, yes?"

"Sure thing and I imagine you mean to work."

"Yes, I do," she said, but it took another fifteen minutes of kissing and
fondling before they fell to the task of getting dressed and Jason dragging
himself home for a nap.

And that is how his summer went.  He worked with Beverly at least three
days a week and on one of the off days, they spent the morning engaging in
hours of sex.  The older woman loved having Jason shoot his load either in
her mouth to swallow as the best protein drink ever found, as she would
tease or shooting on her big tits so that she could scoop it up to eat and
rub into her skin.  She also craved having his tongue and cock in her
pussy.  He in turn loved having those big tits and hard ass cheeks in his
hands and her tongue in his mouth.

Of course, he continued his affair with his mother.  Nearly every night
they engaged in some form of sex, from mutual masturbating while making out
to the frenzied fucking that put them both to sleep for hours.  This was
usually reserved for Friday and Saturday nights.  He also engaged in an
occasional side trip to the house down the street where he played with
Mr. Edwards and his grandson and on two occasions the hefty neighbor who
was granddad's fuck body would join in.  All in all, it was a wild summer
for the boy.

But as is always the case, all good things must come to an end.  So he
found himself on the bus on the way to school, sent off with a warm kiss
and the promises of a fun night when he came home.  He was passingly
familiar with the high school, having attended an orientation day in the
spring.  Walking past an announcement board he saw a flyer seeking students
to try out for the cross country team.  He noted the day, which was the
next one, and where and moved on.  The rest of the day passed in the usual
first day blur of homerooms, lockers, schedules and finding classrooms.  He
recognized a lot of people, but there were many more he didn't.

Then it was back on the bus for the ride home.  Walking thought the front
door he thought he heard low voices coming from the kitchen and when he
walked in he was in for a surprise.  Sitting at the table was his mother
and Beverly, each with a cup of coffee in front of them.

"Hi, sweetheart, how was the first day of school?" Audrey asked.

"Um, typical.  Strange place, new people, wandering around trying to find
places," he shrugged.  "Hi, Bev."

"Hello, Jason.  Your mom and I saw each other in the driveway and she was
kind enough to invite me in for some coffee."

Jason just nodded as he looked at his two sex partners being chummy over
instant coffee.

"Sweetie, there was actually something I wanted to talk to Beverly about,
and you.  This Saturday I have to go out of town for an assignment.  I
figured you'd be okay one night on your own but I asked Beverly if she'd
keep an ear out in case you have an emergency or something.  Are you okay
with that?"

"Sure, I should be okay," he said, and out of he corner of his eye he
noticed Beverly wink and give him an air kiss while his mother's head was
turned.  "Oh, and I guess I should tell you that I'll be catching the late
bus tomorrow.  They are holding try outs for cross country already."

"Oh, that's great, I'm glad you're getting into the swing of things
already."

"You know, Jason, you didn't tell me your mom is such a hottie," Beverly
chided him.

"And you didn't tell me how attractive Beverly is," Audrey countered.

"Um, well, that's not the kinda thing a guy usually says about his mom or
his boss, you know?"

"We are just teasing you, sweetheart.  Why don't you get rid of your stuff
and we can get a start on dinner.  Would you like to join us, Beverly?"

"Oh, thanks, but I have plans for tonight, but I'll take a raincheck if
that's alright," she replied.

"Absolutely."

Later that evening, while Jason and his mom sat on the couch watching TV,
Audrey looked at her son and said,

"I have to say, Jas, Beverly is a whole lot of woman.  What's her story?"

"Um, she said something about her family tends towards big people and she
trained to be a competitive body builder but she gave it up and now works
out for the fun of it, which is how she put it."

"I see.  Hmm, it must have been difficult for a healthy young man like you
to concentrate on your work," she teased.

"Ah, Mom, do you have to?  Besides, we were usually in different parts of
the house."

Audrey laughed and leaned in to kiss Jason on the cheek.  As was usual at
this time of night they weren't wearing a whole lot.  He in some little
running shorts she had found for him somewhere and an old tank top.  She
was in a pair of skimpy bikini panties and a spaghetti strap top that ended
not far below her tits.  She ran her hand up and down his bare leg and
said,

"Well, I'm glad you have such a nice boss.  Now, I am feeling particularly
horny so I think I'm just going to take you right here on the couch.  What
have you to say to that?"

"Sounds good to me," he replied and then grabbed her and started to kiss
her.

Audrey responded with great enthusiasm and quickly had Jason on his back
and she laying on top of him, her tits pressed into his chest, her barely
covered pussy grinding into his bulge.  After a bit, Jason was tugging her
top over her head and then working her panties off.  Once she was naked,
she spun around and planted her bare pussy on his face and began to tug at
his shorts.  In quick order she had them off and had his hard fat cock in
both hands while she licked the head and shaft.  They spent about a quarter
hour using their mouths to pleasure and prep each other for the fucking to
come.  When she felt ready she crawled off him and braced herself on the
arm of the couch with her bare ass held high.

"Come get me, baby.  Use that beautiful cock on your mother's pussy and
asshole."

He didn't need any further coaxing.  He stripped off his shirt and knelt
behind her, his cock head pressing against her pussy.  He rubbed it up and
down a few times and then began to push in.  Audrey grunted and pushed back
and he watched as the head disappeared.  He took hold of her hips and
pushed deeper and deeper until his hips pushed into her rounded ass and
then it was time for a deep, hard fucking.

"Oh, god, yes, baby, fuck me good and hard.  I want it to be one of those
nights."

Since it hadn't been a particularly strenuous day he had plenty of energy
and he used it now.  Each down stroke ended in a hard slap into her ass.
He loved watching how the muscles vibrated with each impact.  Audrey had
fallen to mumbling in the arm of the couch as she held herself steady.
Then he felt a hand take hold of his balls and play with them before
transferring to finger her clit.  He wasn't sure how long he was at it but
he felt her body stiffen and she let out a muffled scream as her first
orgasm ripped through her.

When she sagged a bit, he slid his dick out of her soaked pussy and took
the head and began to rub it on her asshole.  He added some spit and then
began to push.  The only reaction he got from his mom was a muffled,

"FUCCCKKKKKK."

As always he loved how tight and hot it felt as first the head and then the
shaft began to slide in.  Once again he didn't stop until he was all the
way in, his hips pressed into her ass cheeks.  Then it was back to the hard
pounding that she had asked for in her pussy.  After a while he leaned over
her back and ground his hips into her ass while he played with those big
full tits and the hard nipples.  He could tell she was also playing with
her pussy and clit and that this wasn't going to last all that long.  He
was right.  After about another five minutes of hard fucking he felt her go
rigid again and the scream was louder this time.  That was enough for him
and he began to fire off a volley of thick streams of cum into her ass as
he rode her on the couch.

After they both settled down, they stretched out to lie on the couch, he
behind her with his arms around her.  She pulled one of his hands up and
kissed it.

"Oh, my god, baby.  That felt so good.  Let's take a few minutes and then
we should get to bed.  You need to be rested for tryouts tomorrow.  Okay?"

"Sure thing, Mom."

They remained on the couch for around fifteen minutes and then with a bit
of a groan, Audrey pulled herself away and got up.  She then helped Jason
stand and together they walked naked to the master bedroom, and they
crawled up onto the big king sized bed and cuddled up under the covers.
They were asleep in minutes and stayed that way through the night.  Audrey
even resisted giving his morning hard on a thorough sucking as not to drain
him of needed energy.  She promised him a double for the coming evening.

School was another routine day.  He had come to expect nothing special,
just the same books, teachers and rooms.  Then it was out to the field
behind the school for tryouts.  There were only limited places for the
cross country team to run.  Actual meets were held in the county park one
town over so tryouts would be over a course laid out around the school
grounds, through the nearby neighborhood and back.  Despite his lay off due
to his father's illness, he didn't find it all that challenging and he
crossed the finish line well up in the pack.  He had noticed that some of
the older team members didn't run the whole course, but stopped and
observed in several places.  They were told results would be posted and he
went and showered and hurried to catch the late bus.

He found himself sitting alone and he was a little surprised when someone
came to stand next to him in the aisle and said,

"Hi, would you mind sckooching over.  The driver is going to yell at me in
a minute."

The voice was female and he moved over and then looked.  It was a good
thing because had it been the other way around he might have forgotten to
move.  He recognized the girl as one of those who had been watching the
rest.  It would have been hard not to notice her.  She was gorgeous.  Her
nearly white blonde hair was cut short, almost like a boys cut, but with
better style.  Her eyes were bright blue and somewhat large for her face.
She had a perfect nose, perfect cheekbones and lips that begged to be
kissed for a very long time.  She had a slightly pronounced chin with a bit
of a dimple.  When she smiled a bit at him he saw white and yes, perfect,
teeth.  Nature had been far too generous to this girl.

"Hi, my name is Brittany, but everyone calls me Brit.  You're Jason,
right?"

"Um, yeah. How'd you know that?"

"From tryouts.  I'm the captain of the women's team.  I looked you up after
tryouts.  We thought you did really well out there."

"We?"

"Me, the men's captain and some of the seniors.  We're looking to see who
will likely be our standouts.  We think you're one of them.  So I was asked
to talk to you since we'd be on the same bus," she said, flashing that
smile again.

"Oh, okay.  How'd you know we'd be on the same bus?"

"I recognized you from the neighborhood.  I used to see you running around
a lot, then last year you sorta disappeared and then I saw you a couple of
times this summer."

"Oh, well, I ran for the team in middle school in eight grade, but had to
stop last year when my dad got sick."

"Oh, so I guess he's doing okay now then?"

"Um, no, he died at the beginning of the summer," Jason said solemnly.

The look on Brit's face was like a cloud covering the sun.

"Omigod, I'm so sorry.  I mean, I didn't know, geez," she began in a bit of
a panic.

"Hey, it's okay.  You couldn't have known.  Things are getting better."

"God, I still feel so bad, saying that.  So it's just you and your mom?"

"Yeah, they were separated for a long time.  I didn't even know her until
she moved in right after.  But it turns out she's pretty cool so we're
doing okay."

Brit looked away for a moment and then with a little shake of her head she
said,

"Okay, now that I've removed my foot from my mouth, let's see where we
were.  Um, okay, we thought you were doing really well out there, and you
said you ran in middle school.  So, are you serious about this or just
looking for something to do after school?"

"I'm sorry?" Jason asked, a little confused.

"Most people don't take cross country seriously.  Too many of them come out
because their parents want them out of the house after school and they
figure anyone can run.  But it's not like that."

"Oh, I see what you mean, no, I'm serious about it.  I like the running,
the kind of no track track, if you know what I mean.  I even did some rough
terrain stuff when my dad and me would go camping."

"I'm glad to hear that," she said and he was glad she decided to smile
again.

"The only thing I don't like about it is the crowd, running in the pack."

"That makes it kind of tough, doesn't it?" she asked.

"Not really, I just get out of the pack as fast as I can.  Used to piss off
my middle school coach."

She gave him a quizzical look.

"I used to sprint out to the front and he didn't like that, but once he saw
that I tended to stay out front, he didn't yell so much.  He really yelled
when I had to drop out because of my dad, but some one had to take care of
things."

"So what you were showing us today wasn't you're A game?"

"Maybe A-.  I hadn't been training all that much this summer so I didn't
want to risk pulling something."

"Okay," she said with a smile.  "I'm glad we had this little talk.  And
again I'm so sorry about your dad, that must have been so difficult," she
said, putting a hand on his arm.

It felt like a jolt of electricity feeling that warm hand on his bare
forearm and he jumped a bit.

"Ooops, doing it again, I'm sorry, I tend to be a little touchy feely.  I
know some people don't like that."

"No, that's okay.  I don't mind at all, you just surprised me.  My Mom's a
big hugger and toucher so I've gotten kind of used to it."

That's as far as they got as the bus began to slow for Jason's stop.

"Oh, okay, well let me let you go. I'm the next stop down.  I'll see you
tomorrow then?  We're meeting after school in the gym."

"Yeah, sure, I'll be there."

As they both stood he saw she was about his height, maybe a touch taller,
but he figured he still had a way to go.  But what was he thinking, he
thought. She's a senior, don't get ahead of yourself.

"So long, Jason, it was great to meet you."

"Yeah, you, too, Brit."

He wasn't sure how but he made the walk home, if in a bit of a fog.  Boy,
he hoped his mom was ready because he was sporting major wood right now.
When he walked in the door he found his mom sitting on the couch, her legs
pulled up under her, reading a book.  She was conservatively dressed, which
these days mean skin tight jeans and tit hugging tee shirt.  She rose up
off the couch and came up to hug her son.  The hug was tight and strong and
included a bit of hip movement.  Then she pulled her head back and said,

"Hmmm, seems like someone is ready for some personnel attention.  You
haven't been carrying that around all day have you, honey?  How could you
have run for tryouts?"

"Um, no, it just sort popped up on the ride home."

"Well, aren't I the lucky girl, and I did promise you, didn't I?"

So Audrey sat down on the edge of the couch and proceeded to undo the
buckle on his pants and then after undoing the zipper, she pulled the pants
down and off.  His cock was really tenting his boxers so she slid them off
quickly and then took hold of the thick shaft and began to slowly stroke
it.

"Hmm, so nice and thick.  And to think it will only get bigger," she said
and began to lick the underside up along the thick view that ran to the
base of his dick.

After some licking she slipped her lips over the head and began a slow
sensuous blow job that any of his classmates would have killed to have been
getting.  He took hold of her head and began to move his hips slowly.  Her
hands came off his dick and took hold of his firm ass cheeks and together
they fucked her mouth and sucked his dick for quite a while.  He held out
as best he could but he was pretty wound up and finally he held her head in
place and pushed his dick in as much as she would take and then he erupted
with several hard thick shots of cum that hit her throat and ran straight
down to her stomach.  Then his hips twitched as a few more shots were
deposited.

Eventually, his balls were drained and he was able to step back, letting
his cock slide out of her mouth.  She in turn stood up and pulled his shirt
up over his head.  This left him standing there naked in front of her.

"Hey, this is no fair.  I'm naked and your not."

"Well, perhaps you need to do something about that."

So he did.  He took hold of her shirt and pulled it up and over her head.
Then he reached behind her to unclasp her bra which allowed her to give him
some kisses on his neck and bare shoulders.  Next he knelt down and
unbuttoned and unzipped her jeans.  The next part was tough as he tugged
and peeled and she shimmied to get her out of those jeans.  The panties
were next but he noticed they were a bit damp so he knew what he had to do.
He stood up and pulled her naked body against his and began to kiss her.
She pulled back and said,

"Hey, dinner, remember."

"It can wait," he replied and then his mouth was on hers and they were
slowly dropping to the couch with him on top.

The kissing and hip grinding went on for while until he broke it off and
began to slowly kiss and lick his way down her chest, tits, and belly.
Once he reached her pussy he stopped and attacked it savagely.  He used his
tongue, lips and even teeth to work over her clit, pussy lips and hole and
even her asshole until finally she let out a yell and thrashed through a
gut wrenching orgasm that had her ass bouncing on the couch cushions.  When
she was finished flopping around, he slid back up her body so they could
share a pussy juice and cum flavored kiss.

"Oh, god, Jason.  You are the most fantastic lover I've ever had, or could
imagine.  I guess pretty soon I'll have to start sharing you with someone
else.  I can't believe I'm saying this but I hope we never stop doing
this."

"I hope so, too, mom.  So, what do you say, time for dinner?"

She laughed but they got up and went naked into the kitchen and made
dinner.  They stayed naked all night, even when he was doing homework and
her some writing.  Then it was back to the big bed where they went through
two rounds, first him dumping a load in her pussy and then a second in her
ass.  Then it was uninterrupted sleep until morning.  Jason was actually
looking forward to going to school but only because he would be seeing Brit
again.  The after school meeting was relatively uneventful, just a lot of
information on workouts, date of the first meet, team expectations yada
yada yada.  The only thing of note was the fact that Brit smiled at him
when he came in, made eye contact a number of times while the talks were
going on and then moved to join him on the walk to the late bus.

"Hey, you," she said by way of greeting.

"Hi, how was your day?" he responded.

"Eh, second day of the year and its old already," she said, flashing that
amazing smile.

"I'm still trying to find my way around so the fear of getting hopelessly
lost keeps it exciting," he said.

She laughed and reached out and touched his arm.  The sound of her laugh
was like music and the feel of her touch was electric.  They were on the
bus by now and when he made to enter an empty seat she flicked a finger to
indicate he should move all the way in.  When they were seated she looked
at him and said,

"I know what you mean, it took weeks for me to feel comfortable getting
around the place," she said and then leaned in closer which allowed him to
get a hint of her perfume, which grabbed him directly by the balls.
"Personally, I think they did it on purpose to make us feel stupid," and
then she laughed again.

"Time for those dreams to start," he said.

"Which are those?"

"Where you have a big test coming up and you can't find the classroom, or
you realize you haven't been to class all semester.  One of those."

"Oooh, yeah, I've had those," the she giggled.  "I thought you were talking
about the ones about having some naked fun."

She laughed when he blushed and there was that touch again.

"Sorry, Jason, but I thought that was all teen age boys dreamed about."

"Um, no, you're thinking of our daydreams," he replied with a grin.

"Ah, thank you for that clarification.  Oh, and on a more serious note.
We're getting as many of the team together as possible Saturday to have a
run at the county park course.  Can you make it?  Nine o'clock."

"Yeah, sure.  Oh, wait, my mom is going to be out of town on Saturday for
work.  Well maybe she can drop me off on her way out of town, even if it's
early.  But I'll need to hitch a ride home.  I'll let you know what I can
work out."

"Great.  And I'm sure you'll be able to get a ride home."

When Jason got off the bus for the short walk home, he might not have been
in love, but he was definitely in serious like and he was sure it was
hopeless because this girl must have at least one boyfriend and a bunch
more in the wings.  Ah, well, who said high school would be easy.

What he was able to tell Brit the next afternoon on the bus ride home was
that his mother could drop him off at the park around eight in the morning
and then he was on his own.  What he didn't tell her was the comment she
made about being able to charm any of the girls into giving him a ride
home.  He'd be surprised to know that Brit would have agreed with his mom.
As result of the Saturday run, it was decided at the last minute to cancel
Friday's practice but Brit had a plan.  She suggested Jason join her for a
moderate run as a warm up.  So he hurried home from the bus to dump his
stuff and change into his running gear.

What he didn't expect was not to find him mom in the kitchen or family
room.  He also didn't expect to hear voices coming from the master bedroom
that sounded like someone or ones were really enjoying themselves.  He
crept up to the door and listened.  He recognized both voices.  Both were
female and both were known to him, his mom and Beverly.  With an odd little
smile he snuck to his room, changed quickly and quietly left the house.  He
jogged over to the corner of the street where Brit lived and waited.  Hers
was the first block in a small development of upper income homes that had
been built about ten years before.  Beautiful, athletic and from money.
Damn.  It also made him wonder what she was doing on the bus.

"Hey, you," she said as she jogged up, "ready to go?"

"Right there with you," he said and off they went.

On his previous runs he didn't go out this far.  He usually turned off and
circled back going into the older parts of this side of town.  Brit took
him deeper into the upscale neighborhood and then into some woods.  They
were about a mile and a half into their run when she took a turn up a
narrow track that climbed a moderate incline.  Another quarter of a mile in
she slowed and turned into a small clearing.  She turned and smiled at him.

"What do you think?"

"About the run or the destination?"

"Both."

"The run was good.  I've never been out this way.  And this is a nice spot.
A good view," he said, looking out over the small valley below.

"I like the view, too," she said but she was looking directly at him.

"Can I ask what we're doing here?"

"This," she said and then stepped forward, wrapped her arms around his
shoulders and covered her mouth with his.

Now it might be expected that a sophomore being kissed like this by a
gorgeous senior might have frozen in panic, but Jason wasn't your ordinary
sophomore.  His had been a summer of learning and that experience paid off
big time.  After a moment of surprise, his arms went around her waist and
pulled her tight.  His mouth opened and he let his tongue search for hers.

Her response was a moment of surprise and then with a happy murmur she
melted into him and let her tongue meet his.  Her hips pressed against him
and began to grind a bit.  Since he had been catching glimpses of her hot
ass during the run he figured why not and he let one hand drift down and
when he cupped one of those hard cheeks she moaned and pressed herself more
tightly to him.  He was delighted when he felt her thrusting her pussy
against his bulge and even more so when one of her hands came down and
grabbed his ass.  He wasn't sure how long this idyllic situation went on
but finally she pulled her hot perfect lips off his and said,

"Omigod, Jason, baby, you've got me so turned on I can't stand it.  I need
this so bad."

With that she slid down his body, grabbed hold of his shorts and yanked
them down to his ankles.  She rubbed her cheeks on the bulge of his jock
and muttered,

"Damn, it feels so big."

She quickly tugged the pouch down and stared wide eyed as the big thick
cock sprung out.  She looked up at him with those big blue eyes and said,

"Oh, baby, your cock is beautiful?  I had no idea, mmmm."

And then it was in her mouth and she was sucking it avidly.  She tucked the
waistband of his jock under his heavy, hairless balls and put both her
hands to work.  She grabbed the shaft and began to stroke it as she sucked
on the head.  When she got more of the shaft in her mouth she took one hand
off and began to fondle his balls.  He took hold of her head in both hands
but didn't try to maneuver her in any way, she was doing fine on her own.
He just wanted to touch her and she seemed happy about that.  She even
tried to swallow his entire cock but couldn't quite manage it.  She came up
about two inches short.  She treated him to this passionate mouth action
for perhaps fifteen minutes when she let his cock slide out and she stood
up, kissed him hard and then stepped back.  She put her thumbs in the
waistband of her tight running shorts and pushed them all the way down,
taking her panties with it.  She stepped out with one foot and then turned,
put her hands against a tree and stuck her ass back at him.

"Jason, baby, I didn't intend to go this far but I can't stop now.  Please,
use that gorgeous cock on my pussy.  Just make sure you pull out in time,
okay?"

"Anything for you, Brit," he said, and he really meant it.

He stepped up behind her and gave her another big surprise.  He crouched
down behind her and began to kiss and fondle that hard tight ass.  He heard
her coo and felt her wiggle her hips.  Then he leaned in and began to run
his tongue up and down her damp, swollen pussy lips.

"Oh, fuck, I don't believe this, yessss."

He moved his tongue up and down, working her lips and clit and then flicked
across her asshole for extra measure.  He held her hips and aggressively
applied his tongue and lips until he felt her go stiff and screech a bit
and then shudder through an orgasm.  Before she could react further, he
stood up, took his cock in hand and rubbed the head along her pussy lips a
few times and then once in position he pushed in.

"Oh, oh, oh," was the best she could do.

She was very wet but very tight so he took it easy, treating her pussy more
like a tight asshole and worked his way in slowly.  Once he bottomed out
her ass began to wiggle and he began to steadily pump her pussy while
holding on to her hips.  It was obvious she was really enjoying this.  A
series of 'oh god, yes,' poured out as he fucked her steadily, but when he
sensed he wasn't going to last much longer he leaned over her back and slid
one hand down to her clit and took hold of one of her full tits through her
sports top and added as much stimulation as possible.

Then he felt her seize up and clamp down on his cock as she experienced her
second orgasm and he was just able to get his cock out and start shooting
onto her ass.  It took a few moments for them to regain their senses but
then Brit straightened up and turned around, took hold of his head and
kissed him with warmth and passion.  The she took hold of his shoulders and
looked at him with wonder in her eyes and said,

"My god, Jason, who the hell are you?  You made me feel things I didn't
know I could feel.  You're how old?"

"I'll be sixteen in November."

"Jesus," she said as she pulled him to her and hung on to him, her head
resting on his shoulder.  "All I can say is I'm happy I got to you before
anyone else at school discovered you," then she looked at him and said, "I
am the first aren't I?"

"Yup, you got to me before any of the other girls, not that any ever showed
much interest before."

"Fools, but lucky me," and then she kissed him some more before she let go
and said, "As much as I'd like to do this for a few more hours, we need to
get back.  Geez, I'm a mess, you sure shoot a big load, baby."

He pulled up his shorts and reached into a small pocket.  Out came a small
handkerchief.  He handed it too her and said,

"Don't ask."

She didn't but figured his mother had something to do with it.  Once clean
and redressed, the two teens walked hand in hand down the track to the main
trail.  After walking for a few more minutes, Jason looked over at Brit and
said,

"Can I ask you a question?"

"Of course."

"Why me?" Jason asked.

"Why you what?"

"Why me on the bus, why me in the woods, why me now?"

"Oh, well, first of all, you're a handsome devil.  I noticed that right
off.  Especially those green eyes.  The first time on the bus was just like
I said, about the team.  But after that, I like sitting next to you and
talking to you.  To tell the truth I could probably bum a ride home pretty
easily but I wanted to get to know you better."

"Okay, but why? I'm two years behind you.  You have to be about the most
beautiful girl in the school.  There must be a ton of seniors that would
kill for the chance to be with you."

By now they had come out of the woods and there was a low retaining wall
along part of the path they were on.  She stopped them and said,

"Come here and sit down.  It's getting late but we can spare a few
minutes."

They sat on the wall and she took his hand in both of hers and fixed those
big blue eyes on his.  He couldn't have looked away if he wanted to, which
he didn't.

"There are a few reasons why.  Like I said, you're quite the hottie.  A few
of the other girls commented on that.  And we share something in common
with the running but what's more important is I found out that you are
sweet, kind and caring and believe it or not, that means a lot to a girl."

"How could you possibly figure that out after just a few times talking?"

"I figured it out the first time.  When I stuck my foot in my mouth about
your dad you where quick to make sure I felt better about it.  And the fact
that you gave up what sounded like a pretty successful year in cross
country to be there for your dad.  And then about giving your mom a chance
to make things right.  That says a lot," Brit said, smiling at him.

"And in the woods?"

"Ah, well, yeah, I guess that makes me seem like a bit of whore, huh?"

"No, not at all," Jason said quickly.  "It just seems a little strange,
like I said, me being me, you being you."

"Hey, you being you is pretty great.  You're very easy to be attracted to
physically.  And to be honest, I've been pretty horny lately," she said
with a laugh.  "It's been a long time since I've had someone take care of
me, and I've never felt like you made me feel.  Look, baby, can you do me a
favor?  Can you not worry about it so much? Please just accept the fact
that I'm really into you and I'd like for us to hook up this year.  It's my
last year of high school and I'd like it to be special and you could be a
really big part of that.  Please?"

The pleading look she gave him could have melted lead, so a not yet sixteen
year old stood no chance what so ever.  Besides, he had already fallen so
hard for her it was going to really hurt when he landed.  He smiled back at
her and nodded and said,

"Sure.  I can't believe how lucky I am, but I won't try and figure it out.
Besides, I've had a thing for you since the second day on the bus."

"What?" she asked with a pout that should have been banned by treaty, "not
the first day?"

"I was too much in shock the first day."

This got him a hug and a deep passionate tongue wrestling kiss and when she
pulled back she said,

"Oh god, I love those lips.  Damn, I'd have you take me right here if I
thought we could get away with it but we better get moving.  Think you can
run the rest."

"Sure, the question is, can you keep up with me," he said and he was up and
running in a heartbeat.

He heard the yell from behind and kept it up for a hundred yards or so
before he slowed down and let her catch up.  As she drew along side she
said,

"Damn, Jas, you really are fast.  But can you keep that up for a full
race?"

"Not yet, I lost some conditioning the last year but it'll come back with
some work."

Brit was glad to hear that, and not just because of the potential for
winning races.  When the reached the end of her block they stopped and she
flung her arms around his shoulder, kissed him deep and hard again and then
said,

"See you tomorrow, get a good night sleep.  I think you're going to impress
some people tomorrow."

A last kiss and she was jogging up the sidewalk, his eyes transfixed on her
incredible ass.  He shook his head and jogged the rest of the way home.
When he got home he listened carefully but he head noise from the kitchen
so he figured whatever had been going on was over.  He walked into the
kitchen and found his mom at work over dinner, dressed in jeans and a loose
blouse.

"Hello dear," said and looked over and raised her eyebrows.  "What?  No
showers today?"

"No, actually, they cancelled practice today because of tomorrow's run.  I
was out for a run just now."

"So you came home and then went out?"

"Yup," he said with a smile.

"So you heard.  I'm sorry, Jason, it was just?"

"Hey, no problem, Mom.  You're a big girl.  You have to have a life, too,
you know."

"If you weren't such a sweaty mess I'd kiss you until you passed out, but
I'll settle for this for now," she said, taking hold of his head in both
hands and kissing him warmly.  "Now, go take a shower and we'll have
dinner."

When he came back down, before he had a chance to say anything, he found
himself wrapped in a tight hug and an insistent tongue probing his mouth.
When she finally backed away she said,

"Thank you, sweetheart.  I thought you might be upset."

"Really?  Nah, I'm glad you have someone else besides me."

This got him another quick kiss and then they sat down to dinner.  The
dinner table discussion was more about his running then anything else.

"You're sure that you'll be able to get home okay?"

"Yeah, shouldn't be a problem, I think I already have a ride."

After the dishes were cleared away and the dishwasher filled, Audrey snaked
her arms around her son's shoulders and said,

"We both have big days tomorrow, what do you say we go have some fun, take
it slow and easy and then make an early night of it?"  "I like that idea,"
he replied, leaning in to kiss her.

They went into the big bedroom, which was now their playroom of choice and
slowly began undressing each other in between lots of kissing and groping.
Jason loved the way his mother's body felt in his hands.  When they were
finally naked, they crawled up on the big bed and began working each
other's erogenous zones with hands and mouths.  They took their time and
paused for a lot of kissing.  When he got his mouth on her pussy, he worked
her clit and lips with long slow wet swipes of his tongue.  It may have
taken a little longer than when he attacked her vigorously but the results
were still the same.

When her orgasm hit, Audrey's body went rigid and her hands were pressing
his face down into her pussy.  Near the end her hips bucked a few times and
then she slowly settled back onto the mattress.  Her eyes fluttered open
and she looked down at him and said,

"Get up here, sweetheart and lay on your back.  I want to drain that big
beautiful cock of yours."

He crawled up and reclined with his head and shoulders on the pillows, his
fat stiff cock resting against his stomach.  Audrey slid down his body
until her mouth was even with the head of his dick and she began to lick
the head and shaft while she played with his balls.  Her movements were
slow and languorous and Jason had to admit that it felt damn good.  Then
her lips slid over the head and she began a slow sucking that would
eventually take all of his cock into her mouth, the saliva running down to
coat his balls as she played with them.  She seemed in no hurry, happy to
feast on all the cock he could give her.  But eventually all the
stimulation was too much for a fifteen year old, no matter how experienced
he was by this time.

He began to move his hips back and forth and then he grunted,

"Fuck, mom, I'm cumming."

The first thick stream struck the back of her throat and despite having
shot a hefty load on Brit's ass a few hours before, his mother had dredged
up a lot of cum.  She gulped and sucked and whatever leaked past her lips
she then licked up after he settled back down.  Once he was clean, she slid
up his body to share a cum coated kiss with him.  The she snuggled down
next to him, kissing his neck and running her had over his bare chest.
Then she took hold of his semi rigid dick and began to stroke it.

"Once I get this beautiful cock of yours ready, I want you to give me a
slow, deep fucking.  I want you to know that it's not all about frantic hip
pounding, this is about making love, baby."

Jason turned his head and began to kiss her lips softy, but with passion.
She murmured into his mouth and her hand flexed and stroked his cock until
they could feel it was fully hard and beginning to ooze precum.  Then her
hand was on his hip and pulling him to roll over on top of her.  Then she
was on her back with Jason's chest pressing against her big tits.  He moved
his hips slowly, dragging the swollen head of his dick along her swollen
pussy lips and then when he was at the bottom, he pushed forward and felt
the head of his cock begin to slip up inside her.

"Oh, yessss, baby, that feels so good.  Hmmm, just take your time."

Jason liked the way it felt to have his cock moving into her like this.  He
braced himself on his elbows and covered her mouth with his.  Their tongues
moved slowly over each other and when he felt his hips come in contact with
hers, he pressed down to make sure he was fully inside her and then keeping
his body and mouth in contact with hers, he began to slowly move his hips
back and forth.  One hand stayed around his shoulders while the other slid
down his back, slowly caressing his warm bare skin until her hand reached
his hard ass cheeks.

"Oh, baby, you feel so good.  So trim and muscular.  Hmm, fuck me nice and
slow, let me feel all of you."

He pushed himself onto his hands so he could clearly see her face as he
slowly worked his cock in and out of her wet but clinging pussy.  Her eyes
were half closed and her mouth was partly open but with a small smile.  He
had a fleeting vision of what Brit would look and feel like in a similar
position, and it made him feel a little guilty, but then Mom now had
Beverly, although he had her first.  So who was cheating on whom here?  At
the moment he didn't really care because he was too turned on.  He decided
to add a little something so that when he got all the way down, he ground
his hips to rub her clit with his lower abdomen.

"Hmmm, yess, sweetheart, yes, just like that, oh yesss."

As they fucked he felt her hand gripping his ass harder and harder and
finally she clamped down with her hand and pussy and she began to spasm
through another hard orgasm.  The hand on his ass rubbed on his asshole a
bit and the added stimulation tipped him over the edge and he pushed in
hard and began to shoot a reduced load up into her pussy.  As their orgasms
subsided he slowly settled down on top of her, once more crushing her tits
against his chest.  Their mouths joined and after some moments of heavy
kissing he slid off to lie at her side.

"Oh, honey, that was just wonderful.  You really do have a feel for what
makes a woman feel good.  Hmmm, some girl is going to be so lucky to find
you.  I just hope she won't mind sharing."

Jason just smiled and wondered if that could ever really happen, to fully
share like that.  He though about the possibilities as he and his mom
drifted off to sleep.  They awoke the next morning feeling happy and
satisfied.  Jason got dressed in his running gear and ate a light
breakfast.  He had no idea what his mom was researching but her dress was
casual but in a way that plucked at his senses.  Her jeans were tight, her
top loose but suggestive of what was underneath.  Her hair was pulled back
in a pony tail but that just served to show more of her beautiful face.

"Okay, Mr. Speedy.  Time to get on the road, you ready to go?"

"Sure thing, Mom."

When they got to the park it was evident he was the first one there,
although he was an hour early.  With a warm, not really mother/son kiss she
was on her way and he was left by himself.  So he did some stretching and
then sat on a bench and waited.  Around eight thirty a pair of arms wrapped
around his neck from behind and some warm lips were planted on his cheek.

"Good morning, baby, nice to see you so anxious to be here," Brit said as
she hung on him from behind.

"No choice, remember?  My mom had to be off early.  What brings you here
this early?"

"Well, I could lie and say I wanted a chance to warm up, but really I
wanted to be here with you."

As she said this she was moving around the bench, not really letting go of
him and then sitting next to him, hip to hip.  She smiled and said,

"I hope you don't mind."

"Of course not.  The more I see you the better I like it," he said and then
saw her raised eyebrows.

"I meant timewise, not the other thing."

She laughed, hugged him tighter and this time kissed his lips.

"It's okay, sweetie, I like the idea of that other thing, very much.  I was
tingling for hours after I got home.  You were wonderful."

He looked at that face, and that smile and couldn't help but shake his
head.

"What's with the head?" she asked.

"I just can't believe how lucky I am.  There's no logical reason for us to
be together like this yet here we are."

"What has logic got to do with love?" she asked, pressing up against him
and taking hold of his hand with both of hers.

"Love?"

"Well, heavy like, lust, whatever, I suppose it's too early to tell but you
know what I mean."

"Yes, I do, and I suppose your right, but like we agreed.  No analysis, no
more whys.  Just us in the moment, right?"

"Right," she said and by way of confirmation she leaned in and kissed him
and he kissed right back and this got him both murmurs of appreciation and
tighter hand squeezing.  When they broke apart he saw her big blue eyes
dancing and her smile grow.

"You don't mind this, do you?  The hugging and hand holding and kissing? I
know some guys have a problem with that."

"Nah, not at all.  Once I got past why you were doing it, it feels great.
Feel free to indulge whenever you feel like it," he replied with a grin.

Her smile went full face and Jason had to remind himself to breathe.  Then
she said,

"Well, if that's the case, stand up, please."

He did as she asked and she stood as well, wrapped her arms around his back
and pulled him tight.  He put his around her and hugged her back.  He could
feel the sigh and they stood like that for a few minutes.  Then she lifted
her head off his shoulder and she proceeded to kiss him.  It wasn't the
frenetic case of the day before, but one with more feeling but still plenty
of tongue.  And again he responded in kind, remembering what it was like
last night with his mother.  When she pulled back she looked at him and
said,

"Oh, I could do that for hours, but others are starting to show up.  But
there will be more of this, mister, lots more."

"Fine by me."

The others were arriving and soon both teams were there in full force and
the coaches outlined the plan of the day.  They wanted to further assess
the runners, get the new kids familiar with what was in essence their home
track and get in a good work out.  A couple of the coaches were going to
follow along and the two head coaches would drive around to the end of the
course and see how things played out at the finish.

Now in some narratives, it might be revealed that the two head coaches were
involved in a torrid affair and what they were going to do was find a
secluded spot and spend twenty minutes in the back of the mini-van fucking
each other's brains out but this isn't one of those and since this isn't
their story, we'll never know what they got up to.

The runners lined up with the older, more experienced in the front, newbies
to the rear, although one very pretty senior, smiled and blew a kiss at a
smiling sophomore, which drew a few glances.  With a whistle blow, they
were off.  Jason found himself a little bit behind the middle of the pack
and he held there for a few minutes to let everyone sort themselves out and
then he began to pick up the pace.  It had been quite a while since he had
been able to do this, nearly a year, and he was enjoying it immensely.  As
his father's condition worsened he found that running was the one thing
that allowed him to slip away for a while and then came the day that he
just kept running and when he finally realized it, he had gone over ten
miles and as good as it made him feel, he also felt very guilty and that
was the last run he took before his mother essentially chased him out of
the house this past summer.

Now there was no need for guilt.  He had done well by his father, at least
that's what everyone had said.  He was forging a loving, if unusual,
relationship with his formerly estranged mother and now it seemed he had
seriously caught the attention of one of, if not the, most beautiful girl
in the school, and a senior to boot.  All were reasons to be happy and he
could enjoy the run for the sake of the run.

It wasn't long before he could only see a few of the older runners in front
of him.  He thought he had heard Brit's voice but he wasn't sure.  And then
he was clear of the others and it felt good to stretch his legs and feel
the wind in his face.  When he was a young boy he ran everywhere, even if
it meant his having to run circles around his father as the man walked to
where they were going.  He even did some reading about the great runners,
starting with of course the Greek soldier who ran the first marathon, from
Marathon, or the runners from pre Colombian Mexico or Central America, he
couldn't recall which, who ran a hundred miles in a day, or the modern day
Kenyans who seemed to be born to run distance races.

Then he was past the waving coaches and he drifted to a stop and then he
was bent over, hands on his knees, breathing in deep gulps, then standing
and walking to work out the stitch in his side.  The men's coach hurried
over and said,

"You alright, son? Amesworth, right?"

"Yes, sir, and yes, sir."

"What was that all about? You were practically sprinting the last half
mile."

Jason had taken a couple of deep breathes and then shook his head.

"Sprinting?  I don't think so, sir.  It just felt like a good run so I just
wanted to stretch my legs out."

The other runners had been arriving and were grouping around the two as
they talked.

"Well, call it what you want, you were really moving.  But I don't want you
burning yourself out.  And that goes for the rest of you.  Okay, you can
cool off with the walk back to the start, you seniors make sure the new
ones find their way back."

Brit walked up to him and uncaring as to who might see, threw her arms
around his neck and kissed him soundly.  Then she pulled her mouth off of
his and looked at him with bright and admiring eyes.

"Jesus, sweetheart, you were amazing.  I was impressed when you went by me
but then to see you disappear like that.  You never said you could run like
that.  And you sure didn't run like that yesterday."

She took hold of his hand and led him along the wide path with the others
that would take them back to the starting area.  He looked at her and said,

"I wasn't sure what I still had after the long lay off.  Besides, I knew I
could run well against other eight graders but I had no idea how I'd stack
up against juniors and seniors. As to yesterday, why the hell would I want
to run away from you?"

She pulled him to stop and as the last few runners moved past them she took
both his hands in hers, looked him in the eye and said,

"I don't care if it's only been a week, Jason Amesworth, I love you.  You
make me happier than I can ever remember being.  And I don't care who knows
it," and then her lips were on his and her tongue was dancing in his mouth.
Her arms went around his neck and his went around her back.

They're bodies were pressed tightly together and Jason was sure if it
hadn't been for the close proximity of others and the need to catch a ride
she would have pushed him to the grass and started dry humping him, and he
would have been happy to join in.  As it was they slid their lips apart and
started to walk again.  He looked at her and said,

"You didn't give me a chance to say, I think I love you, too.  I think I
started that second day.  When you got on the bus with me when you didn't
have to.  It's funny.  Just when I needed to, I found people who could love
me.  First my mom, now you.  I guess I am pretty lucky.  No, make that very
lucky."

"I'm so glad you think so, sweetheart.  And if it wasn't for this damn
banquet at my parents club tonight, you'd be getting lucky even more," she
said, leaning in to kiss him on the cheek.  "But hey, I need to go to the
mall tomorrow and get new shoes for the season.  Would you like to come
with me and then we can hang out for a while?"

"I love to.  How do we get there?"

"For this I can bum my mom's car," she replied.  "And if you don't mind my
saying, you should think about some new shoes yourself.  Those look a bit
ragged.  I can't imagine they have much tread left to 'em."

"You might be right."

A thought hit her and she said,

"I mean that is if you can, you know?"

"That's okay.  I did alright for myself this summer.  I worked twenty five
to thirty hours a week practically the whole summer.  It was minimum wage
but it was under the table, and I saved most of it, so I might even treat
you to lunch, whattaya think."

"Ooh, I think that would be wonderful.  Our first date."

"Hey, yeah," he said and it was his turn to smile a lot.

When they got back to the starting area and rounded up their gear, Brit
reached into her bag and pulled out her cellphone.

"Do you have a cell?" she asked.

"Yeah, but I don't have it on me.  I haven't carried it since Dad died.  He
gave it to me in case of emergencies, you know."

She didn't say anything but her eyes were shiny and full of sympathy.
After a quick breath she asked him for his number, which he gave her and
she added him to her contacts.

"I'll send you a text and that will give you my number.  So, I'll pick you
up at noon?"

"It's a date," he said and her smile sent shivers down his spine.

A friend of Brit's gave them a ride home and they both got out at the end
of Brit's street.  They hugged and kissed there on the corner and he
watched her do a slow jog down the sidewalk, the movement of her ass was
almost hypnotic.  He walked home and as he went up the driveway he saw
Beverly working in the front room, clearly visible in the window.  She must
have noticed him because she smiled and waved.

Once inside the house he showered, had a quick lunch and then crashed on
the couch in the family room.  When he woke up the sun was close to setting
and he pulled himself up and threw together just as quick a dinner and he
was just cleaning up when there was a knock on the door.  He went over and
opened the door and there was Beverly, looming as tall as ever, but instead
of work clothes she was wearing a ladies top coat.

"Hey, stopped to check in on me before heading out for a night on the
town?" he asked.

"Yes, to the checking on you, no to a night on the town," she replied with
a smile.

"Oh, okay, well, come on in," he said.

As he moved to close the door she noticed how slow he was going.

"Are you okay, kiddo?"

"Yeah, I think I over did it a bit this morning.  It felt so good being out
there I kinda got carried a way."

"Poor kid.  Hmmm, say, do you have a full size tub in this house?" she
asked.

"Yeah, two, one in the master bath and one in the hall bathroom.  Why?"

"You sound like you need a good soak in a hot tub.  I could use one, too.
Would you like to join me?" she asked as she opened the coat and pulled it
off.

What she saw made Jason's eyes go wide.  She was wearing a tightly fitted
mini dress with a halter top.  It clung to every curve and surface.  The
hem ended about three inches below her ass and pussy and the halter top was
struggling to hold those big tits in check.  She looked at him a bit coyly
and said,

"What do you think?  I bought it on a whim but never had the nerve to wear
it in public.  I thought you might like it."

"I love it.  I bet my mom will love it, too," he said.

"What do you mean by that?" she said, looking nervous.

"It's okay.  I heard you and mom in the big bedroom yesterday afternoon.
She told me about it last night.  And don't worry.  I think it's great."

Beverly's eyes got a little wet and then she stepped up and hugged him to
her tightly, her big tits pressed against his upper chest.  She kissed the
top of his head and then tilted it up so she could kiss his lips.  He in
turn put his arms around her back and put his hands on her ass.

"You are such a sweet boy, and a horny one, despite your soreness.  Those
hands feel good on my ass, and I can feel something waking up down below.
How about that bath?"

"I'm game.  Let's use the one in the big bedroom."

Taking her hand he led her to the master bedroom and into the bathroom,
where he turned the water on.  As the tub began to fill with hot water he
felt a pair of hands take hold of the bottom of his tee shirt from behind.
He just put his arms up and she slipped it up over his head.  Then the same
hands tugged his shorts down, and since he was going commando, he was
naked.  She turned him around and first kissed him and then crouched down
and slipped his hard cock in her mouth and sucked it for a while.  Then she
stood up smiling and said,

"That was just a hint of what comes later.  That should be enough water, in
you go."

He eased himself into the tub.  This was a good idea, he should have
thought of it himself.  As he sat back in the tub, his cock rested against
his stomach.  It wasn't in danger of softening because he was now watching
as this dark haired amazon goddess reached up and undid the button that
held the two straps of her halter top up.  She then had a strap in each
hand and slowly brought it down until the dress no longer was trying to
hold up those massive tits.  They drooped a little and sloped away from
each other a bit, but damn she was sexy as hell.

She slipped her hands into the dress and began to shimmy the tight garment
down over her hips and thighs.  She stepped out of the dress and slipped of
her sandals.  She stood up and struck a little pose, letting him see her
fully shaved pussy and those big heavy tits.

"You still like?"

"What? Did I lose my mind recently, of course I do."

"Okay, scoot forward so I can get in behind you."

He did as she instructed and she climbed in folding her body into the tub,
sliding her legs past him on the side and then leaning back against the
tub.  She pulled him back against her, his back pressing on her tits and
her arms slipping around so she could rub his chest.

"How's that feel, baby?"

"A lot like I hope heaven feels," he said quietly, leaning his head back
against her shoulder, rubbing his hands up and down her firm, muscular
legs.

She would occasionally let her hand caress his cock, or run a finger over a
hard nipple and then kiss his neck and face.

"So, sweetheart, you really don't mind that your mom and I hooked up
yesterday?"

"Nope, not at all.  I think you're really terrific and I'd like for my mom
to have someone special in her life, I mean if that's what you're thinking.
Even if it's just to get together for some fun, that's cool, too."

"Your mom's a wonderful lady, sweetie.  She's had a tough time of it but
you made a huge difference for her by letting her into your life.  We'll
see what happens but I like her a lot.  Of course, it makes what we do a
little awkward, huh?" she said.

"Yeah, kinda like cheating, but then again, I saw you first," he said,
rolling his head up to look at her in time for her to cover his mouth with
hers.

She hugged him tight and then began to stroke his cock slowly and lovingly.
It was fully hard and drooling precum.

"God, I love this cock.  You put so many men to shame, and it will likely
grow some more.  I hope I'm around to see that."

"Me, too.  I'd really miss you if you weren't around."

"Well, I'm here tonight.  What do you say we dry off and go have some fun?"

"I'd say yes."

They didn't wait until they were dry to have some fun.  When they were both
standing in the tub of now luke warm water, Beverly pulled the boy into a
tight embrace and kissed him passionately.  Jason was happy to return the
favor, particularly since it meant he could get his hands on those rock
hard ass cheeks and rubbing his hard cock on one of her equally solid
thighs.

"Oh, Jason, lover.  You feel so good against me."

"Well, let's get on the bed and I'll rub myself all over you.  Like a real
full body massage."

They kissed a bit more, than stepped out of the tub, dried each other off,
which was more fun and then hurried into the bedroom.  Jason watched as
that tall, muscular body got itself up on the bed and stretched out on its
back.  Beverly held out her arms and he gladly crawled up into them.  He
lay on top of her, his chest on her tits, his cock on her lower abdomen and
as they kissed he moved his hips and legs and chest to rub skin on skin.
After a while he slid down and pushed her legs apart and rubbed his stomach
on her pussy while sucking on her hard nipples.  She held his head in both
hands and kept his mouth on her tits for a while.  Then he dragged his wet
tongue down her six pack abs while his cock rubbed on one of her legs.

When his tongue found her bare pussy and clit he began to give her long
slow lazy licks.  They had a long time and he found his experience with his
mother the night before inspiring.  As he made love to her pussy with his
mouth she let go of his head and let her arms fall onto the mattress.

"Oh, lover, that feels so good.  It feels like it could go on all night."

He didn't answer, he just continued to work her pussy, pushing the lips
apart and working his tongue up into her hole. He hooked his arms under her
legs and worked his hands up so that he could get hold of her tits.  It was
a reach but worth the effort.  Her hands came up to clamp his hands down
tight.  He worked her pussy to the point it was running with juice that
flowed over his chin.  The taste was sweet and tangy and he knew his mom
must love it.

He was a man on a mission and he wasn't going to ease up off her pussy
until she came.  He knew it was coming when her hands came off his to slap
down on the bedcover and grab handfuls of the quilt.  When it hit her back
arched and her legs clamped around his head, and damn was she strong, but
he was determined to ride it out and he kept working her.  This caused her
to scream and start to bounce her ass on the mattress.

When she finally collapsed back onto the mattress, her legs fell open,
releasing their hold on Jason and he raised his head to see her chest
heaving as she caught her breath.  It was an impressive sight.  Those big
tits were rising and falling and her arms lay limp at her side.  He backed
himself out from between her legs and crawled up along side her, his rigid
cock pointing at his chin.

He leaned down and kissed and licked at her nipples and then applied the
same to her lips.  She responded with lips and tongue of her own and they
shared a long tongue sucking kiss.  Then her arms came up around his back
and she rolled him over onto his back and covered him with her body as they
kissed before working her way down his body until her mouth touched his
cock and the head disappeared between her lips.

"Oh, darling, this cock is just the best.  I love its size, its shape and
its taste.  Just lay back and let me make you feel as good as you did for
me."

With that she put the head back in her mouth and began to suck it and lick
the cum hole.  She cupped his balls as more of the shaft began to slide
into her welcoming mouth.  Lips slid further down until she had nearly the
whole thing swallowed, then it was back up to begin a long slow blowjob
that seemed to go on and on.  Jason busied himself with hands running up
and down that firmly muscled back and then play with her unbelievable ass.

Finally she let the thoroughly sucked and wetted dick slap against his
belly and she looked at him and smiled and then threw a leg over his hips
and began to rub her bare pussy against the bottom of his cock.  She ran
her fingers through her thick black hair while he played with her tits.
The she took hold of his cock, raised up a bit and brought the head to her
pussy and started to sit on it.

She groaned as the head pushed in and she just kept moving down until the
whole thick cock was up inside her.  She began a steady up and down motion
that had her thigh muscles flexing in a way that had Jason transfixed.  Her
head was moving from side to side and his hands remained firmly on her
tits, squeezing and fondling them and flicking the hard nipples.  "Oh,
fuck, Jason, yesss."

Beverly rode his fat cock for a while longer and then slowly bent forward
until her long hair was a veil around his head, her big tits were touching
his chin and her hips ground her bare pussy on his cock.  His hands were on
her ass and a finger tip played with her asshole.  It only took a couple of
minutes more and then she shook with another orgasm and Jason had to pull
his cock out of her pussy and shoot his load onto her ass from behind.

As her body relaxed she slid her legs out behind her and she slumped down
on top of Jason, burying her face in his neck.  He let his hands come
together behind her back and he hugged her tightly.

"Oh, lover," she murmured into his ear, "that was wonderful.  You make me
feel so sexy, so desirable."

"That's because you are," he replied.  "I don't know if I can explain it
but your height, the muscles, those big tits, your face and the long hair,
you're just amazing.  I thought so the first time I saw you when you came
to borrow water.  When I watched you walk away that amazing ass of yours
got me really hard."

She lifted up her head and brought her mouth to rest on his.  The kiss was
slow, deep and wet.  When they were done Jason said,

"Would you let me show you how much I love your body?"

"What do you have in mind?"

"I think you'll like it.  Come on, we need to go back into the bathroom."

This got raised eyebrows and she groaned a bit as she rolled off of him and
swung herself off the bed.  When he stood up he said,

"You'll probably want to put your hair up."

She looked around the room and found one of those big clamp like hair
burettes and pulled her thick black hair up at the back of her head.  Jason
then took her by the hand and they walked back into the bathroom.  He
opened a cabinet and grabbed a large bottle and then led her to the tub and
stepped in.  She followed and they stood naked facing each other.  He held
up the bottle.  It was baby oil.  Beverly grinned and nodded.  He popped
the cap and proceeded to squirt a large quantity on her shoulders, chest,
tits and belly.  Then he put the bottle down and started slowly rubbing the
oil into her skin.  He used his fingers to squeeze, knead and rub her skin
and she let her eyes close in pleasure at the feeling.  He paused now and
then to add oil or turn her around and after a while he had her entire body
below the chin coated in glistening oil.

"Oh, baby, this feels so sexy.  Now it's your turn."

She took the bottle and gave Jason the same treatment, although she would
likely say she didn't do as well with the massage part, but Jason thought
the feel of her large, strong hands was incredible.  She took a long time
oiling and stroking his cock, getting it rock solid and slippery as an eel.
She rubbed the crack of his ass and tickled his ass hole.  Once they were
both oiled up, she drew him to her and they kissed and rubbed against in
other getting more and more turned on.  Finally, Beverly said,

"Jason, honey, put that big slick cock to work."

Then she turned around, braced her self against the wall and stuck her
magnificent ass out towards him.  When he began to rub his cock on her
pussy lips she said,

"No, no, baby, a little higher."

She bent her knees a bit and he was able to rub his well oiled dick on her
equally slick asshole and then began to push in.  Her ass was tight but
well lubed and his dick was soon working its way in.

"Oh, fuck, yes, oh my god, that's so good.  Fuck my ass, lover, and dump
your load in me."

His shaft was already half way up her ass so he grabbed hold of her
slippery hips and pushed in until he was balls deep inside her.  And then
he began to fuck.  He figured this was the time for some serious effort and
soon his hips were pounding into the hard muscle of her ass.  She was
mumbling and grinding back with her ass and at one point she brought her
hand between her legs and first began to fondle his smooth oily balls and
then she began working her clit with slick fingers.

Jason took one hand off her hips and got hold of one of those big delicious
tits and began to work it.  This got more groans and it wasn't much longer
before the big woman was gripped by a deep orgasm.  He felt her clamp down
on his cock and with a few more strokes he was groaning out his own orgasm,
spraying his load up inside her ass. It took a bit for them to come back
down to earth but Beverly still had his cock clamped inside her ass.

"Bend over, darling, press your chest against my back and hold me from
behind.  Let me feel you against me."

So Jason did as she asked, let his arms snake around her, his hands taking
hold of her tits and he found some dry skin on the back of her neck that he
could kiss.  He ground his hips against her ass and she murmured.  After a
little while longer they straightened up and his cock slid out of her
slippery ass.  She turned to face him and pulled him in tight and began a
searing tongue kiss.  Their hands and bodies slipped and slid around as
their lips ground and their tongues wrestled.  Finally Beverly relented and
said,

"Okay, lover.  Pretty soon I won't be able to stand up.  Let's get clean
and go back to bed."

So the shower curtain was drawn, the warm water started and lots of soap
was used.  This of course gave additional opportunities to play and Beverly
found that Jason was very good with his soapy fingers and managed to coax a
small orgasm from her by working her clit and asshole at the same time.  He
refused her offer to get him off again, saying he needed time to recover.
So once they rinsed and dried off they made it back to the big bed.  They
cuddled up and Beverly made Jason's night be saying,

"Hmm, that was the best night I can ever remember, lover.  Would you mind
very much if a spent the night?"

"Not at all, in fact, I'd love it.  And in the morning, I'll make you
breakfast."

So they spooned up with Jason in the front and Beverly's strong arms around
him and from just behind his ear he heard her say,

"Hmm, why can't you be fifteen years older?"

He smiled as he drifted off to sleep.  As promised, when they woke up the
next morning, after some soulful kissing, they got up, went down and made
breakfast, without benefit of clothing, came back upstairs, made out some
more and then Beverly got dressed and with a last kiss goodbye, went home.
He went to his room, dug out his cell phone and put it on the charger.
Then he set his alarm for half past eleven and then crawled into bed.  He
figured with everything happening he had better have a talk with his mom
when she got home.

He was soon asleep and it seemed almost immediately that the alarm was
going off.  He got up, shut off the clock and took stock of himself in the
mirror.  He thought he looked okay, just needed to brush his hair.  He
grabbed his phone and went to the phone in the kitchen to look at the list
of numbers.  He smiled when he saw his mother had penciled in her cellphone
number.  He entered it into the contact list on his, sent her a text that
he'd be out for the afternoon and then checked on Brit's text.  It was an
interesting first message, it read

"This is a test.  I love you lots and lots.  This is a test."

Beautiful and a sense of humor.  Then he downed a glass of juice and then
went outside to sit and wait.  When a car rolled up in front of the house
with a beautiful blonde at the wheel he was impressed. It was a four door
Lexus sedan.  Nothing wrong with some style, he thought.  He hurried down
to the curb and got in the car.  She grabbed him by the collar and kissed
him soundly, which he returned with enthusiasm.  When she pulled away her
eyes were burning.

"Hmm, how I missed those lips.  I had such dreams about you last night.
When I woke up this morning I was practically dry humping Mr. Bear."

"Who's that?"

"He's a four foot tall teddy bear my dad gave me years ago.  I still sleep
with him and I guess last night I was pretending he was you."

Jason smiled a bit and then he decided to change the subject.  He looked
around the car and said,

"If you don't mind my asking, if your mom has this and you belong to a club
and live in that neighborhood, how come you don't have your own car?"

"Well, my dad made his money the old fashion way, he stole it."

When Jason gave her a funny look she laughed and said,

"Sorry, it's his joke, I've heard it so many times, I guess I couldn't help
myself.  Actually, he started with nothing but an idea, built a business,
and was very successful.  Then he invested in some industrial real estate
and became even more successful.  But he knows what it's like not to have
anything and he promised himself he wouldn't spoil his kids so no cars, a
tight limit on spending money, and so forth.  There's a good chance I'll
get something when I graduate but it also depends on where I go to school.
A lot of places don't let freshmen bring cars on campus."

"Oh, okay.  He sounds pretty smart."

"Oh, that he is.  And he knew your dad.  I was telling him about you last
night and he mentioned it."

"You were talking about me?  And how did he know my dad?" Jason asked.

"Well, it started out with him asking about the morning's run.  I wound up
telling him about how you ran and then about today and he said he did some
business with your father when he was building that light industrial park
some years ago."

"Oh, yeah, I remember that."

Jason's father owned a commercial electrical company.  No homes, just
businesses and light industry.

"What happened to the company, sweetheart?" Brit asked.

"When things got really bad he sold it.  Some of the money paid the final
bills, some paid off the house and the rest was used to set things up to
get me through school.  I think there's even some for college.  If I want a
car I'll have to do it myself but that's okay."

She reached over and squeezed his leg.  When the got to the mall and got
out of the car she pulled him into a tight hug and then they held each
other's hand and walked into the big building.  They took it slowly,
reveling in each other's company.  Brit showered him with affection.  There
was the hand holding, or arm squeezing, kisses on the cheek.  Any
opportunity to hold him or touch him was taken.  When they made it to the
sport shoe store, they stood pressed against each other as they surveyed
the possibilities.  When Jason was looking at a likely pair, Brit slid
behind him, slipped her arms around his waist and rested her chin on his
shoulder.  All told it took about an hour to come up with new shoes for
both of them.

Next it was a trip to the food court and the promised lunch.  Again they
sat close together, talking, laughing, touching and stealing from each
others plate.  Jason was loving it but the constant attention had him horny
as hell, despite last night and his cock had grown down his pants leg.
Brit must have felt it too since he could see her nipples pushing through
her top.  When they were finished eating she put her lips to his ear and
said in a low whisper,

"My god, Jason, I'm so desperate for you right now.  Is there anyway we can
go to your house?  Is your mom still gone?"

"Yes, I'm not sure when she's going to be home.  Let me see if there's
anything here," he said as he pulled out his phone.  "Oh, wait, I missed a
text message from her.  Says she's running late, won't be home until after
supper."

Brit's eyes were on fire and she said,

"Please, baby, can we go there and you can use that gorgeous cock on me
again, please?"

"Of course, but please, take your time getting home.  I want you, too, but
not wrapped around a tree."

She kissed him hard on the lips and then they hurried to the car.  She did
take it easy, although she seemed to be vibrating with passion.

She pulled into his driveway and they exited the vehicle in a hurry.
Surprisingly, Jason was able to unlock and open the door without fumbling
the key.  He just managed to get the door closed before her arms were
around his neck and her lips were on his.  For the moment they seemed
content to just wrestle each other's tongues and run hands over each
other's back and ass.  She pulled her mouth off of his and asked,

"Where's the couch, baby?"

He took her hand and led her to the family room where they fell onto the
couch and wrapped each other in arms and legs and carried on with the
passionate make out session.  This was the third girl/woman with which he
had engaged in serious making out and while every bit as exciting it was a
little different.  Brit's hands were in almost constant motion, often
grabbing a handful of hair and pressing his face tighter to hers.  She was
much more inclined to suck a tongue than the others but only occasionally
detoured to the neck and throat.  His mom was big on kissing necks and
throats.  And Brit hummed a lot, her passion was much more vocal.

She was also pushing her hips, and hence her pussy, against his hip and
grabbing at his ass, almost in desperation.  It didn't really surprise
Jason then when she went stiff and still for a moment and squealed into his
mouth, having rubbed herself to a small orgasm.  It seemed to slow her down
for a few minutes and she pulled his head back and looked at him with
blazing blue eyes.

"Oh, that felt so good, but that wasn't nearly enough.  I want us naked and
you inside me."

"Okay, but not here.  Come with me," he said, getting off of her and using
her hand to pull her off the couch.

He took her to his room and closed the door.  She took in the full sized
bed and the full length mirror.  She smiled and said,

"Come on, baby, let's get naked," and reached for her top.

"Wait," he said and stepped behind her and took hold of the bottom of the
tight garment and slowly pulled it over her head.

When her shoulders were exposed, he took hold of her arms and began to
place slow, wet kisses on the bare skin to include the back and sides of
her neck.  The making out had been frenzied and he wanted to slow things
down a bit and thought this would be a good way to do it.  She let out a
sigh and let her head hang forward.  Then he unclasped her bra and slid it
off her shoulders and brought his hands around to cup and fondle her full
breasts.  Not as large as his mother's, they were still firm and high and
filled his hands nicely.  The hard nipples pressed against his palms.  Her
head fell back onto his shoulder and she said in a hoarse voice.

"Omigod, baby, what are you doing to me?"

He brought his lips to her ear and said,

"It's called making love."

Her hands began to rub on the sides of his legs as he continued to fondle
her tits.  After a while he began to kiss down along her spine as his hands
rubbed her sides.  When he reached the waistband of her shorts, he reached
around to undo the button and slide down the zipper.  He grabbed the
waistband and pulled the shorts down, revealing that hard ass in all its
thonged glory.  He back to kiss and knead the cheeks and then he ran his
hands over her bare thighs.

"Oh, fuckkk, Jason, sweetheart, you've got me so wet, I've never felt this
before."

He didn't say anything, he just kept his mouth busy on her ass as his
fingers took hold of her panties and slid them down the silky skin of her
legs.  The he slowly stood up and turned her around.  He looked at her and
said,

"Your turn."

She smiled a bit and then reached out to undo the last button of his pull
over shirt and then tugged the garment over his head and tossed it on the
floor.  She leaned in and began to kiss the skin of his chest and as his
nipples got hard she licked and nipped at them and then played with them
with her fingers.  Then she began to slide her tongue down his chest to his
stomach, pausing to stick it in his belly button while she worked the
button and zipper of his shorts.  She decided to take a short cut and took
down both his shorts and boxers in one step.  When his cock popped out she
sat back on her heels and looked at it as it pointed to the ceiling.

"Oh, wow, I can't believe how gorgeous your dick is, baby.  So big and
smooth and all for me.  And such big balls," she said as she leaned in and
began to lick his balls lightly.

He took hold of her shoulders and helped her stand up and then he stepped
forward, putting his body in contact with hers and he kissed her forehead,
her nose and then her lips.  He could feel her entire body shivering.  She
turned her head as he kissed her neck again and she said,

"Oh, look.  We look so hot in your mirror."

He pulled his head back and he turned to look.  There in his mirror were
their naked bodies pressed close together.  The each turned a bit, she
exposing her tits, he his cock, which she took hold of. He muttered,

"You are so very beautiful.  It's like a dream."

"I never dreamed it could be like this," she said as she slowly stroked his
cock, almost mesmerized by the sight of the two of them together.

Then she knelt again and began to lick his cock.  When she slipped the head
between her lips her pace began to quicken and Jason took hold of her head
to slow her down, adding some hip movement to set the pace.  She looked up
at him with those smiling blue eyes and took hold of his hips and began to
move her mouth on his cock more slowly.  They went like that for perhaps
five or ten minutes.  Her hands moved up and down his thighs, over his ass
and around to his balls.  Her mouth was getting his dick soaking wet and
rock hard.  He knew she could easily get him to cum but he didn't want that
so soon.  So he again got her to stand up and he went to his knees and
began to lick her pussy.  Just as he had with his mom and then Beverly he
used long slow strokes of his tongue to cover the bare lips and clit of
this incredibility hot young pussy.

She hissed through her teeth and took hold of his head and pulled him a
little tighter against her.  After a bit, he took hold of her thigh and
raised her leg.  She took the hint and brought it up further and placed her
foot on his shoulder.  When she looked in the mirror she could see her
pussy being licked.  She had been so wound up from the minute he had gotten
in the car that it didn't take long for her to start peaking.  Her hands
held his hair as her head dropped back and then she went stiff as his
tongue probed her pussy hole and she let out a much louder squeal as her
body was wracked by a deep shuddering orgasm.  Jason kept probing and
licking and she kept cumming.  And then her orgasm ended and she began to
slump.  Her foot slid off his shoulder and he grabbed her by the hips and
steadied her.  He stood up and helped her walk to the bed.

She was smiling at him with half lidded eyes as she settled onto her back
in the middle of the bed, her head on his pillow.  He pushed her legs apart
and crawled up to her waiting arms and let her pull him down on top of her.
As their lips met, his cock was rubbing along the wet lips of her pussy.
As their tongues began to wrestle the head of his cock dragged down until
the head was at the hole and with a wiggle of her hips she signaled her
readiness.  As she moaned into his mouth, his hips moved forward and the
head began to push the lips apart.  When she buried her face into his
shoulder he pushed more and the shaft began to disappear inside her.  When
her head flopped back on the pillow, he had his cock buried in her to his
balls and then he began to fuck her deep and slow.

His lips were working on her neck and shoulders as his cock worked her
flowing pussy.  Her mouth was open and her breathing was hoarse as her legs
came up and wrapped around the back of his.  He ground down against her
clit with each down stroke and her entire body was on fire.  Her arms were
wrapped around his back and her finger nails were digging into his back.

"Oh, darling, yes, oh, I love this, I love you, oh oh oh.." she repeated
over and over in some form or other.

He felt her stiffen and squeal as another orgasm ran through her.  He
continued to fuck but knew he wasn't going to last and when she began to
cum again he groaned,

"Oh, fuck, Brit, I'm going to cum."

As far gone as the girl was she wasn't so bad as to not react.  She had
been waiting for something and she was going to get it now.  Her arms and
legs came away and she said,

"Give it to me baby, bring it up here and let me have it in my mouth."

So he pulled out and slid up her body to present his throbbing cock head to
her mouth.  Just as she opened it a jet of cum shot out and in.  Then his
dick was trapped between her lips and she sucked as he shot.  She swallowed
as best she could but afterward she still had some to clean up.  His body
shook as he came and she grabbed his hips to make sure his cock didn't get
away.  When he was finally drained he began to slide down, coming to a stop
on his back next to her.  She rolled up onto her knees and used her tongue
to get the last of his cum and swallow it down.

Then she cuddled down next to him, her head on his shoulder, an arm and a
leg across his body.  They lay there for a while and then she said,

"Who are you, Jason Amesworth, and where did you come from?  Where do they
make boys who aren't even sixteen yet and can make me feel things that a
man of nineteen couldn't even imagine?"

He could see that she was serious so he thought he'd try and answer her.

"Well, I was born in Arizona but I grew up here.  But I don't know why the
nineteen year old wasn't able to do those things for you but I can try a
guess."

She nodded and hugged him a little tighter.

"My guess is he didn't pay enough attention to you, and I don't mean like
holding your hand or noticing your outfit.  I mean paying enough attention
to who you are and what you do to realize what an amazing person you are.
To realize that your interest in him should have made him so thrilled that
he'd want to make you feel as good as he did.  And then he'd take you to
those places you were wondering about just now and the cycle would just
keep building on itself."

She lay there looking at him, her eyes blinking a few times and then she
said,

"Your mother is a writer you said, right?"

"That's right.  Freelance, so she writes for different magazines and papers
and stuff."

"You should give it a try.  The things you think and the way you say them
is incredible.  And very mature," she said, leaning in to kiss his nose.

"My mom says I have an old soul."

"And a huge heart," which was followed by a soft warm kiss on the lips,
"and kisses that would curl any girls toes."

They spent the next fifteen minutes exchanging kisses and caresses and then
Brit said,

"I could do this forever, sweetheart, but I have to be home for dinner.
And I imagine your mother wouldn't be happy to find me naked in bed with
her son."

"I'm not so sure how that would turn out.  She'd be pretty happy that I
followed her advice."

"What, you're mother told you to go out and get laid," Brit said with a
smile.

Jason couldn't help but laugh and then he said,

"No, but she said I should let people into my life and get close.  This is
pretty close."

"I'm glad you did, sweetheart.  I'll have to thank your mother for giving
you such wonderful advice.  I will get to meet her, won't I?"

"Oh, I can practically guarantee that," he said as he sat up.

She sat up alongside him and draper her arms around his shoulders and
leaned her head against his.  Then she kissed his neck and stood up and
walked over to he discarded clothes to get dressed.  She was pulling up her
thong when she looked into the mirror and saw him watching her from the
bed.  She turned and said,

"See something you like, lover boy?"

"I don't see a single thing about you that I don't like, inside or out.  If
I had any artistic ability whatsoever I'd paint you in the nude for all the
world to be amazed by.  But I'm just a fifteen year old boy so I'll just
get horny whenever I see you."

With only the thong in place she walked back to him, pulled him to his feet
and wrapped him in a hug and then kissed him for a bit.  Then she said,

"You're not 'just' anything.  And I'm going to make sure you know that.
Now get up and get dressed.  You aren't walking me out to the car with no
clothes on, as much as the old ladies in the neighborhood might like that."

Jason had a quick guilty pang as he thought about Beverly.  He really
needed to have that talk with is mom.  They managed to get dressed with
only two more interruptions for hugs and kisses and then he was walking
this incredible girl out to her mom's car with promises to look for each
other at school tomorrow before the afternoon team meeting.

As he watched the car drive away he couldn't help but shake is head in
amazement.  He would be pleased to know that Brit was as equally happy and
amazed at her good fortune.  Jason went back inside and pulled something
together for dinner and sat watching TV as he ate.  He had just finished
cleaning up when he heard a car pull into the driveway.  He walked to the
front door just in time to see his mother come through.

"Jason, sweetheart, how are you?  How was your weekend?"

"It was great, and I need to talk you about some things.  Did you have time
to eat?"

"I had a late lunch.  Let me pull a quick salad together and then we can
sit and talk.  Did something go wrong this weekend?" she asked, obviously
concerned.

"No, actually something went pretty right, but it does affect us both," he
said.

She gave him a raised eyebrow as she went about making a salad.  In a few
minutes they were sitting at the table in the kitchen.

"Okay, sweetheart, tell me about what went right."

"Well, the first is that I did really well with yesterday's run and I'm
going to be on the team, I'm sure.  The other is I met a girl and it looks
like based on this weekend, she's now my girlfriend.  She runs cross
country too.  And she's a senior," he said, getting it all out on the table
seemingly in one breath.

"I see.  Well, first of all, congratulations on the team.  Your dad was
pretty fast on his feet in his younger days.  As to the other, wow, that is
big news.  Good news, for sure, but big.  And an older girl.  I seem to be
sensing a pattern with you," she said with a grin.

"There's more."

"Okay," she said, waiting.

"I meant what I said about you and Beverly hooking up and seeing what
happens, but I think you should know that she and I have been having sex
since that first week I started working for her."

Audrey sat back in her chair and looked at her son.  While not a blank
expression, she wasn't giving much away and when she reached for the phone
Jason wondered what was up.

"Yes, hi, it's me.  Bev, I think you need to come over right away.  I'm
having a little chat with my son and I think you need to be a part of it.
Right, thanks, hon."

She hung up the phone and then looked back at her son.

"First of all, I'm not angry.  Surprised, but not angry.  I know I said you
needed to let people get close to you but I wasn't counting on so much so
soon.  And of course, I can't blame Beverly.  It's not like I was able to
resist your many charms and hell, I'm your mom.  But you're right in
thinking that with this new girl, what's her name?"

"Brit, Brittany, actually."

"Okay, Brit.  She does complicate things, although it's a very important
and necessary step for you.  You can't be some old ladies' boy toy
forever."

"Mom, you and Beverly are not old ladies."

"I know, sweetheart," she said with a laugh.  "I'm just teasing you.  Come
on in," the last was said in a louder voice after a knock on the kitchen
door.

Beverly came into the kitchen.  She was dressed in capris, a tee shirt and
flip flops.  Her long hair was braided again.

"So, what's going on?" she asked, but she seemed a bit nervous.

"It's okay, sweetie," Audrey said, holding out her hand.

Bev took it as she sat down and Audrey leaned in and kissed her lightly.

"Okay, as the situations stands, Jason knows about us from the other day,
we both know he knows, and we both know he's okay with it.  I now know that
you and Jason have also been having your fun, and for sometime now, and now
you know that I know, and I'm okay with it, too.  What you need to know,
Bev, is that for just about as long, Jason and I have been having a sexual
relationship and I think you needed to know that."

"Whoa.  This makes for a quite a triangle.  I can't say that I blame you,
after all, I found him just as irresistible, but that's a big risk for you
to take," Bev said.

"Don't I know it, so I'm begging you not to say anything."

"Of course not, it's not like I haven't got something to lose in this, too.
A lot in fact.  So what now?"

"Well," Audrey said, "there's more.  Jason has himself a girlfriend now.  A
senior from the high school who I assume he met through the cross country
team."

Jason nodded.

"That dynamite blonde who picked you up in the Lexus earlier?" Bev asked.

Jason nodded again.

"Hmm, perhaps a few more details, dear?"

So Jason explained all about how he met Brit, how she seemed to take an
instant liking to him and how he had fallen for her.  He explained about
the team, Saturday's run and going to the mall.  He left out the sex, for
now.

"So, I guess I'm kinda confused about it all right now.  I mean what I do
with you two is great, but it's more than just the sex, It's about how I
feel about you, especially if something develops between you.  But it also
feels like I'm cheating on Brit, or cheating on you with Brit.  I just
don't want to hurt anyone," he said looking confused.

"He really is a wonderful boy, isn't he?" Audrey said to Bev with a smile.

"Young man, really, and yes, I thought so from the start.  A huge heart and
a caring, giving nature.  But he's got a point, he really is caught in the
middle of this."

Audrey took his hand and said,

"Well, sweetheart, as your mother I can say that I'm really very pleased
about this situation with Brit and I'm looking forward to meeting her.  As
your lover I would be very disappointed to lose what we have and I'd have
to think Bev feels the same way," which got an emphatic nod from their tall
neighbor.  "But let's do this.  For the time being we can slow things down.
Let you concentrate on what you have with this young lady and Bev and I can
explore what we have.  Now and again, we can fall off the wagon so to speak
and have bit of fun but you need time.  We can give you that.  Okay?"

"Thanks, Mom.  I think I can understand now why dad never bothered to try
and remarry."

"Oh, really?  Why?"

"I had been bugging him about you.  I guess I was about ten.  I asked why
he hadn't found someone else if you couldn't be in the picture.  He said,
'I had it perfect there for a while and as bad as it went it didn't change
how good it had been.  I won't find that again.'"

Audrey reached across the table and took his hand, her eyes filling up and
Bev put a long arm around her shoulder.

"I can see now where he gets it," she said softly while Audrey just nodded.

They gave her a few minutes to compose herself and then she said,

"You know, Bev.  Perhaps we should set tomorrow as the start date for this
new arrangement and now that we all know what's going on, we should have a
little fun with our boy here."

"Hmm, I think I love that idea.  But do you think he's ready for it?  It
appears he had a busy weekend."

Audrey took Bev's hand from her shoulder and began to suck on one of the
long strong fingers.  She took the finger all the way in and then out
again, getting it very wet.  Then she took it out and said,

"Oh, I don't know.  I think we can find a way to get him interested."

With that she pulled the bigger woman closer and covered her mouth with
hers, starting a slow, grinding, sucking kiss.  His mom might be the
smaller woman, he thought, but she was the more aggressive.  Which
explained her initiating their first session in his bedroom.  Watching
these two hot women making out across the table from him was definitely
getting his interest.  He was particularly interested to see their big tits
press against each other as Bev leaned into his mom.

When they pulled apart Audrey looked at her son and said,

"So, baby, you want to play with mommy and auntie Bev?"

"Auntie?" Bev asked indignantly.

Audrey laughed, then kissed Bev again and then stood up and gestured for
Jason to stand.  She wrapped him in a hug and said,

"Don't you worry, sweetheart, we'll make this work.  I owe you that much,"
and then she kissed him, and kissed him some more.

Beverly walked over and wrapped a long arm around each one and rubbed their
backs as they kissed.  Mother and son reached out an arm each and pulled
Beverly in tighter and formed a tight little unit of love and lust and
hope.  It took about twenty minutes but they finally wound up in the big
bedroom and the first thing that happened was the two older women stripped
Jason of his clothes a piece at a time while kissing and licking the newly
revealed bare skin.  When he was finally naked his cock was sucked and
licked, not to get him off, but to get him hard for what was to follow.

He was told to climb up on the bed, lie on his back and just relax and
watch.  He did as he was told and with a hard cock in hand watched as the
two amazing women put on a show just for him. Although it was obvious they
were enjoying it, too.  Audrey and Bev started by resuming their make out
session.  With the two of them standing at the foot of the bed, there was a
lot of body grinding and groping to go with it.  Jason envied his mother
the opportunity to get her hands on that amazing ass.  Then the clothes
stared to come off.  First it was tops so that now, bra covered tits were
pressing into each other.  Then it was shoes and pants, which left lots of
leg and ass for Jason to ogle as he slowly stroked his big cock.

Audrey buried her face in Bev's ample cleavage, kissing and licking and
rubbing.  Then she stood back and turned the bigger woman around.  She
undid the clasp on Bev's bra and slid it off.  Then she undid the braid and
shook out the mane of thick black hair that reached more than half way done
that well muscled back.  Audrey then kissed and licked down Bev's spine
until she reached the skimpy panties and she had them down and off in a
quick move.  She spread those muscled cheeks apart and began to run her
tongue over the lower pussy lips and then the asshole.  Bev was groaning
but she turned her head and made air kisses in Jason's direction, who
responded by pointing his drooling cockhead in her direction.

Then Audrey pulled her own bra off and slid her bare tits up over Bev's ass
and back, reaching around to cup the other woman's massive tits.  Jason's
mom turned her lover around and then crouched down to resume her assault,
this time on the clit and upper pussy lips until Bev took the hint and
spread her legs, allowing the smaller woman full access.  Bev got her hands
in Audrey's hair and pulled her face against those wet puffy lips.  It
didn't take too long until Beverly shuddered through a good orgasm and it
was a fitting way to start things off.  Once she finished she grabbed
Audrey by the shoulders and half pushed, half threw the smaller woman on to
the foot of the bed.

Bev grabbed Audrey's panties and pulled them off and threw them across the
room.  Then she pushed Audrey's legs apart and dived in to begin a deep and
thorough tonguing.  Audrey groaned and reached out to take hold of Jason's
leg.  She began to stroke the smooth bare skin as her pussy was worked from
top to bottom.

"OH, fuck, baby, yes, lick my pussy.  Oh god, that feels sooo good," Audrey
moaned.

Being this close to so much inflamed female flesh had Jason rock hard and
aching.  He let go of his drooling dick, swung himself around and he
latched his mouth onto his mother's nipple.  She yelped and then grabbed
the back of his head and pulled his mouth tighter to her tit.  After a
while he switched to her other tit and worked it over.  Audrey took hold of
his cock and began to stroke it as he knelt next to her.  She pulled it to
her lips and began to suck it, cleaning off all the precum and leaving a
coat of saliva.  Then she took it out and looked up at her son and said,

"Go put this to some good use, baby.  Bev is just waiting for you."

He smiled and then got down off the bed, got behind Bev and without much
fanfare pushed his hard thick wet dick up into her equally ready pussy.
She groaned into Audrey's pussy as her own hole was filled up with teenage
cock.  He grabbed her hips and began to push in and out, slamming his hips
hard into that solid, well muscled ass.  The added pressure on her own
pussy sent Audrey over the edge and she grabbed the sheets and started to
scream her orgasm.  Bev pulled her head up after Audrey went limp and she
looked back over her shoulder and said,

"Come on, baby.  Fuck me with that big boy cock of yours.  Oh, yeah."

Jason continued to hammer away at her pussy.  Over Bev's back he could see
his mother slide herself to the side and then she sat up and leaned in to
kiss his chest and lick his nipples.  Then her mouth was on his and she
kissed and licked his lips and sucked his tongue as he fucked her lover.
Then she slid around and got behind him and began to apply her tongue as
best she could to his asshole.  This caused him to push harder into Bev's
pussy.  This meant it wasn't long before he groaned out,

"Oh, fuck, I'm gonna cum."

His mother sat back, pulled on his hips to get his cock out of Bev's pussy
and turn him around.  She locked her lips on his cock and just in time,
caught his cum as he fired stream after stream into her mouth.  Bev slowly
got herself on her knees at his side and was able to lick his cock clean
after he was fully drained.  Then Audrey grabbed her head and pulled her
into a cum swapping kiss that got messy and very hot.  He took a head full
of hair in each hand and pressed them to his waist as they kissed.  Then
the two women stood up and began to rain kisses on the boy.  His mom even
had some cum to share with him.

When the kisses ended, an intense three way hug began.  Jason couldn't
believe how good it felt to have all that bare skin against him, especially
the two pairs of big tits.

"Dear god, that was amazing," Bev said.  "Audrey, darling, I don't know
which was better, your tongue or his cock.  I know this is a strange thing
to say to a boy's mother but he's the best lover I've had that I can ever
remember."

"I feel the same way, Bev.  His father was fantastic, and he took the same
kind of care to make sure you felt so good, but he didn't have Jason's
equipment.  I hope that Brit comes to understand how lucky she is, Jason,
sweetheart."

"She's said it a few times already, mom.  I feel the same way."

"Have you two?"

"Um, yeah, twice."

"Then I'm sure she does know.  My, my, my.  My son has three lovers and one
is his own mother.  What an adventure."

She kissed him again, and then Bev and then they all tried to share
tongues.  Then it was back on the bed for a marathon threeway.  They used
all manner of positioning and combinations.  He fucked his mother's ass
while she sixty-nined with Bev, who paused now and again to lick his smooth
balls.  Then Bev rode his cock while Audrey rode his face and the two of
them shared deep tongue kissing and heavy tit rubbing.  Finally, Bev and
Audrey treated him to a double blow job that had him shooting his last cum
of the night onto their faces, which they licked off of each other.

Audrey insisted that Bev spend the night, and Jason insisted they have the
big bed to themselves while he went back to his room.  He was trying to sow
a few seeds and get them used to the idea of sharing a bed like that.  He
was also glad to get to his room and find a message on his phone.

"I can't believe this afternoon.  I'm feeling all kinds of things and all
happy.  I love you more and more.  Good night.  Mr. Bear is in for a big
night."

He laughed, thinking of the dry humping and pussy rubbing that Mr. Bear was
going to get.  He sent a message back. It was brief.  It said,

"I love you, too.  Your happiness is mine.  You fill my life."

And he sent it off.  He crawled under the covers and turned out the light,
but before he could settle in he got another message.

"Crying here.  Happy tears."

He chose not to answer.  How could you respond to that?  In the morning he
awoke just before the alarm which shocked him.  As he shuffled to the
shower he thought maybe wanting to start the day that would have him with
Brit that afternoon had him up.  When he walked past the master bedroom he
thought he heard some muffled voices.  He smiled.  He was dressed and
having a small breakfast when two beautiful but barely functional women
came into the kitchen.  Both remained silent until they had filled coffee
cups and taking a few sips.

"You all set for school, sweetheart?" his mother asked.

"Yeah, mom.  How are you two doing?" he asked.

"We had a wonderful night, in no small part thanks to you," Audrey said.
"This morning was rather nice as well," she added, leaning into the taller
woman at her side.

"I'm very glad and thank you for keeping the noise down and not waking me
up early.  I have a busy day of learning ahead of me."

Bev snickered as Audrey scowled and then she said,

"Very funny, dear.  Now come give your mother a hug and get going."

He gave and got a tight hug and then a nice kiss from his mother and then a
rib cracking hug from Bev and a kiss on the head.  After he was out the
door, the two woman stood with an arm around each other's backs and Bev
said,

"He's a boy any woman would be proud to have as a son."

"I'm afraid I didn't have a lot to do with that.  It's mostly to his
father's credit."

Bev tightened her grip and said,

"The genes are there, and you got him through a terrible time.  Plenty of
credit to go around."

"Thanks, sweetie.  What do you say to some fun in the shower and then we
get our days started."

"Sounds wonderful."

Meanwhile, Jeremy got himself to the bus stop with only minutes to
spare. He climbed on, found a seat and dropped into it, leaning against the
window, his vision focused somewhere out in space.  He was vaguely aware
that the bus stopped a the next pickup but was stunned when he felt someone
drop into the seat next to him and say,

"Hey, you."

He turned to see Brit sitting there, smiling broadly, he blue eyes dancing.
She took hold of his hand and gave it a squeeze, jolting him back to the
here and now.

"Holy cow, what are you doing here?"

"Well, good morning to you, too.  I'm taking the bus to school.  I hope
you're happy to see me."

"I'm thrilled, but why?  What happened to your ride?" he asked.

"I would hope that would be obvious," she said, lifting his hand up to kiss
it.

"You mean, you skipped your ride and you got on the bus so we could be
together?"

"Well, I'm glad your recovered enough to figure that out.  And the answer
is yes.  I didn't like the idea of waiting until lunch or this afternoon to
see you again.  Not after yesterday," she added in a low voice.
"Especially after your message last night."

"Did you really cry?" he asked just as softly.

"Yes, I did.  Poor Mr. Bear got a little damp.  But like I said, happy
tears."

"And lunch?  I didn't know we had the same lunch period."

"Yeah, I saw you there one day last week.  It looked like you were sitting
alone."

"I was, I have been for a while."

"Not anymore. If I see you or you see me, please, sit with me," she asked.

"What about your friends?  Are they going to be as kind hearted to a lowly
sophomore?"

"For the most part.  One or two might give you some grief at first.  But
can we try at least?"

"As I said, for you, anything," he said, but he was thinking that it was
the eyes, as hot as the rest of the package was, it was the eyes that
grabbed hold and wouldn't let you go and you'd do anything to be able to
just keep looking at them.

"Oh, and I told my mom what was going on with us. Well almost all of it.
She's pretty jazzed about it and hopes to meet you sometime soon."

"That's great.  I hope she doesn't think I'm stealing you away from her,"
she teased.  "Not that I wouldn't like to."

Jason just laughed and this got him another squeeze and quickie kiss.  When
they got off the bus they held hands for a moment and then went their
separate ways, promising to look for each other at lunch.  Unfortunately
lunch didn't go as smoothly as either had hoped.  When Jason entered the
cafeteria with his tray he heard his name and looking saw that exquisite
blonde waving him over.  He saw that there were a small group of obviously
older students, both male and female, and all were looking in his
direction.  He was also being watched by others.

As he got to the table, she patted the seat next to her.  He put his tray
down and tried to make eye contact with those around him, forcing himself
to look and act calm.  When he sat down, she threw an arm around his
shoulders and kissed his cheek.

"Everyone, this is Jason.  Jason, this is everyone."

Most of the facial responses were positive.  The girls in particular seemed
to be willing to give him a smile.  The guys gave him head nods, but one
girl, a dark eyed, dark haired beauty was scowling at him with a look of
pure venom.  He tried to keep his expression as pleasant as possible but it
wasn't working.  She snorted at him then looked at Brit and said,

"Going younger isn't going to help, Brit.  They're all assholes and sooner
or later they prove it and your left to deal with the mess.  You should
know better."

She grabbed her bag and got up and stormed off.  Jason was afraid to say or
do anything.  Brittany was red with embarrassment but a girl from across
the table said,

"Don't take it personally, Jason.  Rose's boyfriend just screwed her over
big time and not for the first time and she kicked him to the curb.  She's
just mad at herself for giving the bastard too many chances, so she's
taking it out on everyone.  I'm Sheila, by the way.  Welcome to high
school," she said with a final grin.

"Thanks.  It's proving to be a real education," he said, picking up on her
joke.

Brit looked at him with both a smile and embarrassed shrug.  He grabbed her
hand and said,

"It's okay.  I've dealt with worse."

"Oh, sweetie," she said with a catch in her voice.

The rest of lunch passed a bit more smoothly.  The group seemed to be a
mix.  Brit fit into both the runners and somewhat moneyed subset.  Others
were from the popular clique based on looks, or family or some other aspect
of their lives.  Jason, although fitting into the runners category and his
looks could get him more credits, he was feeling uncomfortable but
salvation came from an unexpected source.  One of the guys across and down
the table said,

"Amesworth, right?  Your old man had that electrical contracting business?"

"That's right."

"My dad used to work for him, until he went out on his own.  He said your
dad was great to work for and taught him an awful lot.  He was really upset
when your dad died.  He'll be glad to know you landed on your feet."

"Thanks," Jason said quietly, but from that point on things seemed to ease
and conversation picked up and he was included.

Brit seemed to relax more too and she played with his hand or grabbed his
leg.  When they parted company at the end of the period she snuck a quick
kiss.  That afternoon before the workout, the coaches discussed the
Saturday run and Jason was pulled aside by the men's head coach who told
him they had high hopes for him but that he shouldn't push too hard too
soon and they'd discuss a strategy for the season later in the week.

Before they began to run Brit told him to get out in front of her so he
wouldn't be distracted by her ass.  He suspected she wanted to watch his
instead.  On the bus ride home they sat and held hands, rubbed legs and
talked of nothing important.  When they got off the bus at her stop they
waited until everyone walked away.  Then they hugged each other and shared
a deep kiss.  When they parted she said,

"Text me tonight.  At ten, okay?"

"At ten, got it."

He got one of those smiles and then he watched her walk away.  With a deep
sigh he turned and walked home.  He walked through the front door and
looked around and saw no one.  The kitchen was empty and he wondered if
something was going on in the big bedroom but he figured he would check in
the den first. Sure enough, Audrey was sitting behind the desk, working at
her laptop, headphones in place.  When she saw her son in the doorway, she
smiled and took off the headphones.

"Hello there, sweetheart, I didn't hear you come in.  How was school?"

"Great mom, a bit of a rough spot at lunch, but otherwise good."

"What happened at lunch?"

Jason explained about the girl Rose and then what the older boy had said.

"Try not to be too upset about Rose, dear.  She's in a lot of pain and
lashing out.  Concentrate on what the boy said about your father."

"You keep working, I'll call you when dinner is ready," he said.

"Thanks, honey.  Deadlines," she said with a shrug.

Actually he was glad of something to do.  It was going to be a long wait
until ten o'clock, but eventually it arrived.  He was laying on his bed,
naked, and he texted his first message.

'Hey, you'.

'Hey, you, too.  How are you, sweetheart?'

'Lonely, because you're not here.  I'm jealous of Mr. Bear.'

He was then surprised when his phone rang.  It was Brit.

"Hello?"

"Hi, baby.  Sorry, I couldn't resist.  I need to hear your voice," she
said.

"Actually, I do like this better.  Did I ever tell you that your voice
gives me shivers."

"Really?  I like that, I think.  For me it's the way you touch me.  I wish
you were here to touch me right now," she replied, her voice dipping low.

"Hmm, I'd like that.  Hopefully, you'd have lots of bare skin for me to
touch."

"Oh, yes, I'm just wearing some little panties and a skimpy sleep top.  How
about you, what could I get at?"

"Everything.  I've been sleeping naked for a while now," he told her.

"Oh, my, hmmm, I think I'd have to start with that smooth chest of yours.
Touching it and playing with your nipples."

And so it went for the better part of half an hour.  Within ten minutes of
starting, Brit had her panties and top off and her first orgasm hit when
Jason was describing in delicious detail how he would treat her pussy and
asshole to a deep and thorough tonguing.  Once she caught her breath she
waxed rhapsodic on how she would suck on his gorgeous cock.  She played
with her pussy until she grunted out a second orgasm while she 'rode' that
cock cowgirl style and he obliged by shooting his load, long thick streams
that shot high above his cock to splash down on his chest and stomach.

After several minutes of telling each other how much one loved the other,
and how much they were looking forward to the bus ride to school, Jason
finished with,

"Give Mr. Bear a hug for me."

He had a strange dream that night where a bear suit figured rather
strongly, but he couldn't remember it well the next morning.  He shuffled
through his shower as usual and when he went in for breakfast he found his
mother waiting for him at the table and Beverly leaning against the
counter, sipping from a coffee mug.

"Good morning, darling.  How did you sleep last night?"

"Okay, like usual.  Hi, Bev."

"Hello, handsome and don't look like that.  I just dropped over for coffee.
Yours is much better than mine."

"What look?" he asked, sitting down and smirking a bit.

"That one, besides, now I have a chance to give my favorite fella a hug
before he goes off to school."

"Jason, if you don't think it would be too pushy, would you consider
inviting Brittany to lunch on Saturday.  I thought it would be a good
opportunity to meet her," Audrey said.

"I'll ask.  I'm okay with it.  I know she said she wants to meet you, so
she should be alright with it."

"Thank you, dear."

He spent another fifteen or so minutes at the table finishing his
breakfast.  When he stood up Beverly stepped forward and he gladly accepted
and returned her hug.  He liked the way those big tits felt against his
chest and the way she would rub her cheek on his head.  Then it was mom's
turn and not to be outdone she gave him a brief but intense kiss.

Once on the bus he found himself anxiously looking out the window.  Some
little part of him was afraid she would rethink the whole situation and
decide to go back to her pre Jason life, including the ride with friends.
But there, standing at the corner was the center of his whole life.  He was
a little surprised when he had that thought.  His new found relationship
with his mother was certainly important, but this girl was something
altogether different.  And instead of freaking him out as it probably
should have, it made him feel not unlike a hug from his mom or Bev did.  He
didn't realize he was concentrating on this idea so hard until he felt
something land on the cushion next to him.  Then there was the quick kiss
on the cheek and the two hands taking hold of his.

"Hello, you," she said in a normal tone and then in a much quieter voice,
"that was so wonderful last night.  I had such lovely dreams.  How about
you?"

"I dreamed I was wearing a bear suit," he said.

She laughed, a sound like liquid gold and then she said,

"What were you thinking about so hard just now?"

"You.  And me.  Us.  How good it feels and how right it seems.  You know,
when I was sitting here looking out the window, watching for your stop to
come up, I had this little fear that maybe you woke up and suddenly
realized you didn't want to do this anymore, and you wouldn't be there when
the bus pulled up.  But when I saw you, I was so happy and I thought about
how important you are to me, and how good it feels.  That's what I was
thinking about."

Her arms were around him in a moment and she was squeezing the breath out
of him. In his ear, her voice husky with emotion, she said,

"Keep thinking those things, and saying them, and I'll be the happiest girl
on earth.  Of course, I may have to start carrying extra panties with me,
but I could deal with it."

Jason laughed quietly as Brit snuggled into his side and squeezed his arm.
Then he looked at her and said,

"Oh, my mom is inviting you to have lunch on Saturday if you can make it.
She thought it would be a good way for you two to meet."

"That would be lovely.  I'd be happy to.  You'll be there won't you?"

"Of course.  At least to start.  I assume at some point she'll want to talk
to you without me around, but don't worry, she really is okay."

"I'd have to think so, since you are her son."

The week passed in fits and starts for the two young lovers.  The school
day passed slowly, with the exception of workouts in the afternoon,
sandwiched in between bus rides that were far too short.  After the third
night of phone sex, Jason made a suggestion that added a new dimension to
their relationship, Skyping.  Using headsets so they could keep their
voices down, they put on displays for each other while talking each other
to very satisfying orgasms.  Brit especially liked seeing his cum shoot
high above his body as he lay on the bed, to splash back on his belly and
chest.

Then came Saturday and Jason was up early with a case of nerves.  He knew
he needn't worry.  His mom was great.  Brit was great, but what if?  So he
was first down to the table, knowing that Bev spent the night, but he
stayed in his room.  He couldn't help but smile as the two women walked
into the kitchen side by side.  Each was wearing a very short silky looking
robe that didn't do much to hide their tits.  It also looked like they both
had just run fingers through their long hair to get it in some semblance of
order.  As they came around the table, each gave him a hug and kiss.

Audrey looked at Bev and said,

"You know, hon, he looks a little nervous about his girlfriend coming to
have lunch with mom.  Do you think he could use a little something to take
the edge off?"

"You know, dear, I do think you're right, he does look a little edgy."

"Um, Mom, that's okay, I'm doing fine," Jason replied.

Audrey stood up straight and let her rob fall open, revealing her large
full tits and bare pussy.  Bev did the same, with her even bigger tits,
hard stomach and shaved pussy coming into view.

"This isn't fair, you know that, don't you," Jason said as he reached out
an arm around each lower back, putting each hand on an ass cheek.

"You don't seem to mind too much, now, do you, lover?" Bev said as she
wiggled her hips a bit.

Audrey just leaned back down and covered her son's mouth with her own and
began a lip grinding, tongue wrestling kiss.  Bev leaned down and began to
run her hand over his chest and then down to his already bulging crotch.
She rubbed until she felt the big shaft begin to snake down one of his
pants legs.  She squeezed and stroked until she was sure it was fully hard.
Then she stood up and said,

"Audrey, babe, let's get him on his feet."

So his chair was pulled back and each took an arm and stood him upright.
Bev turned him to face her and then she knelt and quickly had his pants
down around his ankles.  His cock stood up straight and firm and she began
to lick and kiss it.  Audrey went to her knees and began to play with his
ass cheeks.  It didn't take long before Bev had his cock in her mouth and
his mother had her tongue working between his firm glutes.  She played with
his asshole, getting it all wet and shiny.  She licked his balls from
behind, while reaching through to play with Bev's tits.  Then she stood up,
pulling his shirt over his head and tossing it away.

She pressed her firm tits into his naked back while reaching around to
tweak his nipples and run her hands over his fat stomach.  At the same time
she was hunching her very damp pussy against his ass.  Then Bev let his
cock pop out of her mouth, it now standing up straight and tall.  She stood
up, let the robe slip off of her shoulders and drop to the floor.  She took
hold of his head and pulled it to her tits, while her pussy pressed his
cock against his stomach.  She leaned past his head and began to kiss his
mother with a lot of wet tongue.  It was Audrey who made the next move.

"Let's get him on the couch."

"Hmm, good idea, baby."

Jason had to kick his shorts and boxers off his feet and then he was
escorted to the couch by the two women.  Audrey shucked her shorty robe and
then pushed Jason onto the couch, rolling him over on his back.  She took
hold of this cock and started to stroke it and said,

"I get his cock, you can have that gorgeous mouth."

"Ooo, yes, I love how his tongue works my pussy," Bev purred.

The big woman put a leg over his chest and then brought her hips down so
that he could take hold and pull her freshly shaved pussy down to meet his
tongue and lips.  He decided not to be gentle and pressed him mouth firmly
over her clit and began to tongue it briskly.

"Oh, fuck, Jason, baby, yes, lick my clit hard," Bev groaned as she ground
down into his mouth.

Audrey gave his cock a few licks and sucks and then positioned herself to
ride him cowgirl style.  She got the head against her swollen pussy and let
gravity do the rest.  She was so wet from excitement, there wasn't much
time past until her ass was resting on his thighs and she was grinding into
him.  Jason wasn't even worried about what his mom was up to.  He had his
hands full, literally with Bev's ass and tits while his mouth worked her
pussy and asshole.  He just let his mom use him as that real life sex toy
she talked about.

His planned worked well because Bev was the first to respond and she let
out a loud groan as her orgasm took her.  Jason held onto her ass as she
bucked and moaned on his mouth.  She tasted so good and his mother was
working his cock so well that he couldn't hold out and he began to push his
hips up while he blasted his morning cum load into his mother's pussy.
Audrey still hadn't cum yet but that situation wouldn't last long.

As Jason settled down, Bev twisted around, pushed Audrey off her son's cock
and then while lying on top of Jason, she attacked her lover's cum soaked
pussy with her tongue until Audrey went stiff and let out a scream.  Bev
kept the pressure up until Audrey went slack and just lay on her back, her
head resting on the arm of the couch.  Jason hand his hands on Bev's ass
and thighs, stroking the firm muscled skin lovingly.

"Well, that should have taken the edge off of the both of you," Bev said as
she stretched out on her side with her back against the couch back.

"I'm feeling content," Audrey said.

Jason lifted his head and said,

"I feel like round two."

He fell off the couch under a pummeling of pillows.

"Go take a shower and get yourself ready for your lady love," Audrey said
with a mock scowl.

As he walked away, his semi rigid cock drooping over his balls, he smiled
as she saw Audrey and Bev wrap up in each other's arms and legs for some
serious making out.  When he got in the shower he had to smile a bit.  It
wasn't too long ago that when he stepped into the shower his cock was
always hard and begging for attention.  Now, more often than not, he was
getting into the stall after some heavy sex and it just hung over his
balls.

So he gave himself a good going over and then rinsed off.  He was drying
himself off when he heard a knock on the door.

"Yes?"

The door opened and Bev stuck her head in.

"I just wanted to wish you luck before I left.  I know everything will go
fine but, it never hurts to add some good wishes," she said, smiling.

"Thanks, Bev.  I'm sure you'll hear all about it tonight."

"Not until tomorrow, sweetheart.  Didn't your mom tell you?  I have to go
out of town for the night.  Some family matters.  Another reason why I
wanted to play this morning."

"Oh, well, come here than," Jason said as he dropped the towel and stepped
up to hug the older woman, still wrapped in her flimsy robe.

The hug she got and then returned eagerly wasn't about lust, but of
affection.  His hands never strayed to her ass and his head stayed on her
shoulder.  She rested her face on his damp hair and held him tightly.

"God, what this boy makes me feel," she thought.

Stepping back he said,

"We'll miss you, but I'll give you a full play by play tomorrow."

"I look forward to it," she replied, tipping his head back and kissing him
warmly.

Then she turned and walked down the hall way, with Jason looking out the
bathroom door to watch her ass.  He thought she might have been adding a
bit just for show.  It was still a couple of hours until lunch so he just
took a walk around the neighborhood, then out into the back yard to see
what might need to be done.  All he had been doing lately was cutting the
grass and making sure nothing grew too wildly.  Eventually he felt it was
time to go watch the front door for Brit's arrival.  It took twenty minutes
but right at noon there was a knock on the front door.  When he opened it
his voice caught in his throat.

The first time he had seen her, he knew that Brit was a beautiful, even
gorgeous girl.  But he had never seen her look like this.  It started with
her face.  One of the things he had noticed early on was that she made
minimal use of makeup, mostly likely because of the running.  At the moment
he was looking at what was a very naturally beautiful face multiplying that
beauty with carefully applied highlights.  Then there were her clothes.  No
running gear here.  A skirt that reached to mid thigh and clung to her hips
and he assumed, ass.  A tailored silk blouse with enough buttons undone to
show just a touch of cleavage.  She also looked a bit taller but he wasn't
ready to look for heels.  And she was also wearing jewelry beyond the usual
ear studs.  To these were added a pair of dangling gold leaves and a locket
hanging from a chain around her neck.

From the other side of the glass storm door she gave him a bit of a smirky
smile and a raised eyebrow.  He quickly opened the door and said,

"Come on in."

"Well, thank you, sweetheart.  For a minute there, I didn't think you were
gong to let me in."

"I'm sorry.  You kinda caught me by surprise.  You look amazing."

"Oh, thanks, baby," she said, giving him a kiss on the cheek.  "And I won't
pull that dirty trick of asking 'what, don't I look amazing all the time?'
I did kind of make an effort," she said, looking a little nervous.

"You kind of hit a home run.  A grand slam, even."

Her smile lit up her whole face and put the make up to shame.  Just then
Audrey entered the front foyer and it was time for Jason to be surprised
all over again.  He was pretty sure it was the first time his mother had
gotten dressed up and wow.  She was wearing a pair of dress slacks that
hugged ever curve from her waist down to her ankles.  Her shoes were some
little strappy heel things that had her looking taller too.  He top was a
clingy knit short sleeve number and a v neck that showed some very nice
cleavage.  Her long hair trailed down her back in a pony tail that started
at the back of her head with some sort of silver comb and then a couple of
silver rings along the length.  She too had broken out the make up and the
look had gone from a very attractive woman in her late thirties to a knock
out.  Jason was feeling decidedly low class in his cargo pants and three
button pull over.

"Brittany, it's so nice to meet you, dear.  Please, come in and make
yourself at home," Audrey said, all smiles.

"Thank you, Mrs. Amesworth, and thank you for the invitation."

"Not at all.  I hope you don't mind, but I didn't know when we'd get the
chance to meet since my work keeps me either locked up in the den or out
doing research."

"Actually, I have to admit to being curious about you.  Jason has told me a
lot about you and I really wanted to meet you.  What he didn't tell me was
how attractive you are," Brit said.

"Well, I don't suppose that's something that a young man will usually talk
about his mother," Audrey said with a smile, reaching out to take the
girl's hand to lead them into the living room.

Jason and Brit sat together on the couch while Audrey sat across in a
chair.  Jason didn't pay as much attention to what his mom and girlfriend
talked about as he did how they said it and how they were acting.  Brit sat
close up against him, his hand held in hers.  His mom was sitting with her
legs crossed and her arms resting on the arms of the chair, kind of like a
queen on her throne, a very hot looking queen.  He wasn't sure how long it
took but he finally heard his mom say,

"So, why don't we have lunch?"

Jason stood up and offered his hand to Brit who smiled as she rose.
Looking at his mother behind the girl's back, he saw her smile and mouth
the words, 'She's wonderful'.

Jason smiled and felt he was halfway home.  After lunch the three chatted
for a while longer and then Audrey said,

"Well, dears, this has been a lovely time and I truly enjoyed meeting you,
Brittany.  I don't think my Jason could have done any better for himself
and I look forward to seeing you as often as possible.  You're always
welcome here.  But as I'm sure Jason has told you, I have?"

"Deadlines," Jason intoned.

"Exactly.  So, I'll leave you two to the rest of the afternoon, but please
don't leave before I have a chance to say goodbye."

"It was wonderful meeting you, too, Mrs. Amesworth.  I'll be sure to let
you know when I'm going home," Brit replied and the two women hugged each
other.

It was a tight hug and it seemed to last a bit longer than Jason expected,
which added to his sense that something was going on.  With a smile, Audrey
retreated to the den and the left the young couple alone.

"So, what did you think?" Jason asked.

"I think your mom is terrific.  So nice and friendly.  I really felt
welcome.  And she really is a beauty.  Now I know where you get it from,
especially those eyes," Brit said as she leaned in and kissed him.

It started out as a warm kiss but as she pressed her body against him it
got a lot warmer.  They wrapped each other in an embrace and Jason could
tell she was really turned on.  After a few minutes, she broke off the kiss
and said,

"So, maybe we can go sit on the couch in your family room and watch a movie
or something."

"Sounds like a good idea to me," Jason said.

In less than ten minutes they were cuddle up on the couch, a romantic
comedy playing across the small flat screen.

"Hmm, this feels wonderful.  I feel so good having you holding me like
this."

She had one hand on his chest and a nearly bare leg up over his.  He had
one arm around her shoulders and his free hand on her exposed thigh.  Then
she tapped his chest and said,

"Oh, sweetie, I'm being so forgetful.  In a couple of weeks, they are
having a dinner dance at my parents club.  I would really like it for you
to come with me."

With her head resting on his shoulder he had to pull back to look at her.

"Dancing?"

"Oh, come on.  You'd only have to do the slow stuff.  It's just hugging to
music, really.  You like hugging and your so damn good at it," she said,
squeezing him harder.  "Please.  And it would give my parents a chance to
meet you.  I really would like that."

"Well, we both know that I can't say no to you, so sure.  It's a tie and
jacket kind of thing?" he asked.

"Yes, is that okay?"

"Yeah, I should have something that fits," he said.

"Thank you, baby," she said, reaching up to turn his head so she could kiss
him, long and deep.

After this went on for some minutes she pulled back and said,

"So, you really think you can't say no to me?"

"I don't think it would be possible, no," he replied.

"And your mom is holed up in her den working?  She won't be out for a
while?"

"Nope, I'll probably wind up making us dinner tonight."

"Well, in that case," she said.

And planted her lips on his again, her hand slipping down and coming back
up under his shirt to caress his bare chest while she worked her leg
further over his so that now she was able to rub her pussy on his thigh and
hip.  He returned the favor by running his hand up under her skirt to find
a nicely bare, firm ass cheek to squeeze and rub.  After a bit her hand
came down and began rubbing the front of his pants which already had a full
bulge and she murmured into his mouth.

This wasn't enough for her so she leaned back and coaxed him into position
so that she was on her back and he was partially atop her as well as being
pressed against the couch back.

"Oh, Jason, lover.  I want you to take me right here on the couch.  I want
you to make love to me deep and slow like you did in your room the other
day."

"But my mom is right down the hall."

"I know, that makes it that much more fun, please," she said, her blue eyes
hazed with lust.

Like he said, there was no way to deny those eyes.  He reached up and
slowly began to unbutton her blouse while she peppered his face and neck
with kisses.  Once the blouse was open he found a lacy bra that clipped in
the front.  He wondered if she had thought ahead or it was just luck.  He
undid the clasp and quickly had a nipple in his mouth, sucking and flicking
it with his tongue.  Brit moaned softly and began tugging at his pullover
shirt.  They broke off the kiss and she threw his shirt to the floor and he
helped her wiggle out of the blouse and bra.  Then they were kissing again
with his bare chest pressed against her firm tits.

Then he began kissing his way down her chest and flat stomach, pausing to
kiss each nipple and lightly dip his tongue in her belly button.  A nice
innie, by the way.  He unzipped her skirt and worked it down her firm
thighs and then off her legs.  She was wearing a pair of thong panties with
very little in the way of straps or front.  He leaned in and worked his
nose and tongue over the small panel that hid those now swollen freshly
shaved lips.  Her hands were on his head.

"Oh, yes, Jason, lover, use your amazing mouth on me.  You do it like I
thought no boy could."

Jason took hold of her panties and slid them down her lean legs, pushed
them apart and began a slow, thorough licking that ranged from her clit to
her asshole and back.  She brought her feet to rest on his back as he slid
his arms up under her thighs and then over her stomach.  Her fingers
clenched in his hair as she began to grind her pussy against his face.
Every few trips along those swollen lips he would stop and push his tongue
in between to probe her ever wetter hole.  The taste was amazing.  After
awhile he used his tongue to probe the tight ring of her asshole and that
pushed her over the edge to her first orgasm of the afternoon.  He had to
tighten his hold over her stomach to keep her from bouncing off the couch.

When she was done she lay limply on her back and Jason took the opportunity
to slide off his pants and boxers.  She must have been watching him from
just barely open eyes because when his big fat dick popped into view she
sat up and said,

"Oh, baby, let me get my mouth on that beautiful cock of yours.  Oh god,
how did I get so lucky."

She took hold of the shaft in one hand and his balls in the other and began
to work her lips up and down the shaft.  She sucked until his cock and
balls were slick with her spit and then she laid back with her legs spread
and said,

"Okay, sweetheart, get that big cock inside me and fuck me deep and slow.
Let me feel every inch of you inside me."

He moved closer and brought the head of his cock to her pussy and rubbed
the head along the lips a few times and then when at the bottom he pushed
forward.  With all the natural lube available, her swollen lips parted and
the head began to disappear.  He leaned forward to rest his hands on either
side of her body and leaned in, letting his weight sink a bit more of his
cock inside her.  She grabbed on to his arms and moaned.

"Oh, fuck, baby, yessss, that feels so good."

She said this with her blues eyes fixed on his green and he smiled a bit as
he pushed forward and then pulled back, slowly working his fat dick into
her tight pussy.  When his balls touched her ass, he ground his belly
against her clit and she wrapped her legs around his and her arms around
his back.  His head came down and their lips met and as he slowly, deeply
pumped his cock in and out of her pussy she ground her lips on his and
sucked his tongue.  After a while her mouth came off his and she buried her
face in his shoulder and gave out a muffled squeal as her body tensed and
she proceed to cum all over his cock.

He wasn't in the mood to stop or change positions so he just kept fucking
her and after a while she tensed up and nearly squeezed the cum out of him
as her second orgasm was more intense than then first and her fingernails
dragged across his back.  After her body relaxed he pulled back and out and
as she lay there watching he gave a few quick strokes and shot stream after
stream of think cum over her belly and tits.  Then she grabbed his arms and
pulled him back down and kissed him while the cum dried between them.  With
a little shifting, he wound up against the couch back, half covering her
body, while she cuddled him to herself.

"Oh, Jason, baby, I never ever thought it could be this good.  It's a good
thing we have the few blocks separating us.  If I lived close enough, I'd
sneak out every night and come sleep in your bed with you.  Omigod."

"I kind of like that idea.  I've wondered what it would be like to wake up
in the morning and find you there with me."

"You have?"

"Yup.  Hey, if you don't mind my asking, you've said a few things that make
me think you've had some bad experiences."

"You picked up on that, huh?  I guess I should have been more careful but I
suppose I can talk about it now.  My first experiences with a guy came
during the summer before my junior year.  I met him at the swim club.  He
had just finished his first year of college.  He was tall and handsome, he
was older, all the things I thought I should be looking for.  This was like
the first week of summer and by the second we were having sex.  And I
thought it was pretty great.  Fast, frenzied, maybe a bit one sided but
what did I know.  We spent the whole summer together and then just before
he had to go back to school I asked what we were going to do to keep things
going while he was away.  He said we weren't, that this was just for the
summer and he wanted to be free so if anything came up at school he could
take advantage of it without feeling like he was cheating, and I could do
the same.  Well, I was crushed.  It would be after New Years before I'd go
out anywhere with my friends.  I didn't go on a date until this past
summer, and that was a fiasco."

Jason wasn't sure asking her this had been such a good idea, but he didn't
interrupt her.

"And then you come along, my love, and changed everything.  You changed how
I was feeling.  You changed how I thought about guys and you changed the
way I thought sex should be," she said, looking at him and kissing his lips
lightly.  "I don't know how you do it, but even though I know you are
having so much fun, you seem to make it all about me.  And that makes me
want to make it all about you.  And of course, the results are incredible.
I've never cum like this before, ever."

They didn't talk for a while as her tongue was busy playing with his.  He
looked down at her and then said,

"You said, you never felt this way with a boy before.  Does that mean
you've?" he let it hang.

"You know what, I should tell you these things, I want you to know my
secrets.  Yes, I have had sex with a girl before.  A woman in fact.  And
you'll probably think it very bad of me, but it was with someone in my
family."

"Really?"

"Uh huh, my aunt.  My mother's youngest sister.  I was fourteen and she was
twenty nine.  Dad took Mom on a two week luxury cruise as a kind of second
honeymoon.  My aunt came and did a combination baby and house sitting.
This isn't going to be too weird for you is it?"

"No, I want to know everything I can about you," he said, his cock already
starting to stiffen.

"Okay, well, I had started getting myself off a couple of months earlier
and I just discovered how much fun an electric toothbrush and a brush
handle could be.  I guess I was making too much noise and there she was,
standing in the doorway to my bedroom, wearing a shortie see through
nightie.  Damn, she was hot.  Tall, slender, long red hair.  A little small
in the boobs department but she had these really hard nipples.  Geez, just
thinking about her makes me wet.  Am I a slut or what?"

"No, you're not, Brit. You're a girl who likes sex, nothing wrong with
that," Jason said, looking into those big blue eyes.

She leaned down and kissed him.

"Anyway, she said she could show me a few things that would make what I was
doing feel a lot better.  And boy, was she right.  We spent the whole night
together and every night for the whole two weeks, and more than a few days
as well.  She taught me that subtle was sexy, that not enough make up was
better than too much and that when I found the right person to be in my
life, not to hold anything back.  We did quite a bit of playing around over
the next eighteen months or so.  Then she got transferred at work and we
haven't had sex in over nine months.  That was one of the reasons I said I
was so horny our first time."

"Wow, well, I will say this.  Her advice was right on the nose.  You are
the sexiest girl I've ever seen.  There isn't anyone in school that can
touch you.  Even the ones you seen around town with their tits and ass
hanging out.  Like at the mall."

"Aww, thank you, baby.  So, what about you?  What amazing episodes and
people have brought you to such an incredible state of sexy manhood?" she
asked, teasing him with a kiss on the nose.

"I dunno, Brit.  If I tell you everything that happened this summer will
make you think I'm the slut."

"Baby, did you force anyone to have sex with you?"

"No, of course not."

"Did you cause anyone any pain. Other that maybe having that big dick
stretch them out a bit."

"No, I would never do that.  And please don't ever ask me to."

"No," she replied. "I'm not into that stuff at all.  Well, if that's the
case, nothing you're going to tell me will make me think bad things about
you."

Jason took a deep breath and proceeded to tell Brit everything that he had
been involved with during the summer and right up to the present.  By the
time he was done she was lying quietly with her head resting on his bare
chest.  He used one hand to stroke her hair and after a few minutes she
raised her head and looked at him,

"Wow, that's quite a streak.  So, you've been cheating on me with your
mother and this Beverly woman?" she said, but she didn't sound upset.

"Well, actually since I was having sex with them first, I'm actually
cheating on them with you," he replied.

"Oh, I guess that's true.  So that makes me the other woman.  Cool."

Jason looked at her trying to get any clues about what she was thinking.

"Look, Jason, I meant it when I said I love you, and I do.  Whatever
experiences made you who you are, and brought you to me, I'm glad you had
them.  All that matters now is what happens to us in the future.  And I
meant it when I said I want this to be a special year for me and maybe this
is part of it.  For now, what matters is I have the man of my dreams lying
here naked with me and his big fat cock is hard and ready for me again."

And with that she planted her lips on his and slid her leg over his hips
and got her bare pussy on top of his cock and began to rub up and down it.
When she felt ready she got the head pressed against the base of her pussy
lips and began to squirm and push until she felt the head slide between the
swollen lips.

"Oh, damn, that feels so good."

Jason took hold of her hips and began to push up as he pulled down.  It
wasn't long until he was able to feel the shaft sliding all the way up
inside her wet pussy.  She pressed her face into his neck and groaned.  His
hands came up and grabbed hold of her firm ass cheeks and began to slowly
fuck her from below.  Brit lifted her body up and used her weight to press
down on his cock and grind it with her ass cheeks rubbing on his thighs.

His hands slid up her sides to cup the undersides of her tits, squeezing
and rubbing her nipples with his thumbs.  Her head rolled on her neck and
her eyes closed in ecstasy.  She had one hand on his chest and the other
was sliding down her belly toward her pussy.  When her fingers contacted
her clit, she groaned and began to really move her hips.  It didn't take
long and she was spasming as an orgasm ran through her body.  Jason could
feel his balls pulling up and as she came down from her orgasm he said,

"Brit, I'm gonna cum."

She slid off his cock and shifted sideways so she could grab his slick dick
and stroke it while she watched.  With a shudder of his hips he began to
shoot streams of come that arced over his stomach to land on his chest.
Brit smiled and giggled a bit.

"Oh, baby, that's a real cum cannon you've got there.  I don't care who's
played with it.  Just so long as I get it whenever I can."

She grabbed some tissues from a box on the coffee table and cleaned up
Jason's chest and then laid down along his side and said,

"If it turns out that I have to share you, I think I can come to terms with
that.  Just give me some time to think about it.  But don't worry, nothing
you've told me makes me want to kick you to the curb, got it?"

"Got it," he replied, reaching up to run his fingertips along her cheek and
then on her hair.  "You know, I wish I knew what it was about me that
attracts such remarkable women.  But then maybe I'd become some kind of
arrogant asshole, so it's probably better that I don't know."

"That's right, baby, it's only important that we know."

They spent another half hour lying naked on the couch, touching, fondling,
kissing, until Brittany finally said it was time that she was getting home.
They got themselves dressed and reasonably straightened out.  Then they
went to the den so Brit could say good bye.

"Time to go, dear?" Audrey said as the two appeared in the doorway.

"Yes, Mr. Amesworth.  Thank you again for inviting me.  I'm glad I got to
meet you.  It explains a lot about why Jason is such a wonderful guy."

"Ah, flattery, but you are right, Jason is a one of a kind and I'm glad he
found someone else just as special.  Remember, you're welcome anytime,"
Audrey said, as she came around the desk, still dressed to kill and wrapped
the girl in a tight hug which was just as enthusiastically returned.

With a greater insight into his girlfriend's sexual history, he had to
wonder if there was something else going on here.

"Mom, I'm going to walk Brit home and when I come back I'll start dinner."

"Alright, I'll be here," she said with a laugh.

As the young couple walked to the front door, Jason looked down at her feet
and said,

"Um, are you going to be able to walk home with those heels on?"

"I probably could but I'm going to cheat," she replied with a smile.

As they stood on the front porch, she reached into her large shoulder bag
and pulled out a pair of pull on boat shoes, kicked off her heels and made
the switch.  With her heels safely away she slipped her arm around his back
and they took their time walking along.

"You know, you don't have to do this.  It's not like I'm going to get
mugged or anything."

"Well, these days, you never know, but actually, any reason to be with you,
even a few minutes longer is worth it," he said, the arm around her should
squeezing tighter.

Her only response was to lean her head against his shoulder.  He walked her
to her door, seeing for the first time the large, not quite McMansion house
she called home.  She slipped her arms up over his shoulders and kissed him
deep and hard.  Then she pulled back and said,

"I don't know what I have to do tomorrow, but maybe we could go for a run
in the afternoon?"

"I'll wait to hear from you," he replied.

He got another quick kiss and then watched as she opened the door, then
turned and looked at him as she closed it.  The walk home was much quicker
and he had some important matters to discuss with his mother over dinner.
When he got home he went into the kitchen and started pulling out pans and
food.  He gave a start when he felt a pair of arms snack around his
midsection and some wet lips press against the side of his neck.

Looking around as best he could, he saw the still made up face of his
mother looking at him through lidded eyes.  When his hand reached back he
found his was touching quite a bit of bare skin.  He tried to turn and his
mother released her grip a bit and when the turned he saw that she had
changed into a spaghetti strap crop top, no bra and a skimpy pair of bikini
panties that made you wonder why she was bothering.  Without a word she
pressed her lips to his and began a slow grinding kiss.  Her hips pressed
into his and he could feel his cock beginning to respond.  He slipped his
arms around her back but he resisted the urge to grab her ass.  When she
broke off the kiss she looked at him with smoldering eyes.

"As much as I'd like to keep this going, we both need to eat.  But you can
imagine what's on the menu for dessert.  Now go do me a favor.  I left
something on your bed.  Change into it and then come back and help me
finish up."

She gave him another brief kiss and sent him on his way.  What he found was
a small pair of something, maybe a swim suit, maybe underwear.  Either way,
it was brief, tight and black.  He stripped off his clothes and managed to
get the up and over his semi-rigid dick.  He stood regarding his image in
the mirror and overall it didn't look bad.  He could probably do with a bit
of a tan but otherwise the slim, wiry musculature looked good in the tight
garment.  So when he walked back into the kitchen he just slipped up behind
his mother and gave her the same hug from behind, his bulge pressing into
her barely covered ass.

"Oh, baby, that feels so nice.  Let me see how you look."

He let her go and stepped back.  When she saw him her eyes lit up and she
smiled.

"Oh, you look fantastic.  So sexy.  I have to keep my hands off of you
otherwise we'll never eat.  Help me finish."

With only an occasional hip bump or hand caress, the partially clothed
mother and son finished making dinner and sat down to eat.  Bare feet
played with bare feet and lower legs as they ate.  Jason was actually able
to bring up the important issue he had thought about before he was detoured
by his mother's amorous mood.

"Um, Mom, I have a bit of a problem.  Brit invited me to a dinner dance at
the club her family belongs to.  Saturday after next."

"That's sound lovely, sweetheart, what's the problem?"

"I don't know how to dance, and it's a tie and jacket thing.  The only
dressy stuff I have are a sport coat and slacks and when I wore them for
dad's funeral, they looked kind short and tight."

"Oh, well, I can help you with the first.  You father and I used to do
quite a lot of dancing when we were dating.  As to the clothes we'll come
up with something.  Either new or maybe your dad left something.  I saw
some things in the closet of the big bedroom.  Don't you worry," she said
with a smile.

After they were done eating, they cleaned up, filled the dishwasher and
then mother towed son to the big bed by the hand.  For the next several
hours they engaged in all manner of sexual play.  They started with heavy
kissing that included quite a bit of dry humping.  Then he peeled off her
panties and gave her such a thorough tonguing she had to beg him to stop
after the second gut wrenching orgasm.  Then she pushed him on his back,
pulled his speedo down under his balls and sucked him until he shot a load
of cum into her mouth.

After that the last few remnants of clothes came off and the naked pair
cuddle up for some gentler kissing and fondling while they recharged their
batteries.  Jason suggested a massage, which his mother gratefully accepted
and after she stretched out on her stomach, he straddled her hips and spent
twenty minutes or so working her shoulders, back and upper arms.  When he
got down to her ass, he pulled the cheeks apart and gave the hole a
thorough tonguing and then began to work it with his finger.

"Oh, fuck, Jason, that feels so good.  Get some of that oil off the
bedstand and lube me up.  Then use that delicious cock of yours on mommy's
asshole."

He got the small bottle of oil and poured a little on her asshole and
worked it in with his finger.  Then he added some more and rubbed it in.
When he felt she was ready he rubbed some into his big cock and climbed
back over her legs, exposed her asshole and got the head right up to it and
began to push in.  There wasn't much resistance and soon the head had
disappeared past the still tight ring.

"Oh, yesssss, baby, what you do to me."

He kept pushing and before long he had the whole thick shaft up her ass and
then he proceeded to fuck his mom's ass good and hard.  He was laying full
length on top of her, working his cock in and out, pausing now and again to
grind his hips against her firm ass cheeks.  She was moaning and groaning
into the pillow and at one point he could feel her twitch and shudder
through a small orgasm.  Having blown four loads already he didn't have
much left and it took him a while to get there but finally he ground his
hips in hard and left his cock deep inside her and let loose with what was
left in his balls.  It wasn't much but the feeling was still intense and
his mother loved every twitch and push.

"Hmm, stay there baby, just lay on me like a blanket and leave your cock in
my ass.  Oh, what a lover you are."

As it turned out, they fell asleep and it was hours before Jason woke up,
slid his soft cock out from between her cheeks and slid over to cuddle half
way over her body and pulled up the covers and went back to sleep.  When
they woke up the next morning his mom invited him to take a bath with her
where they spent a half an hour washing and fondling each other, then
mutually masturbating each other to small but pleasing orgasms before they
got out and down to breakfast, without bothering to get dressed. From this
point on the Amesworth household began moving to a clothing optional
dwelling.

"Sweety, I have to go and do an interview for a story, so I'll be gone most
of the day.  You okay with that?"

"Sure, mom.  Maybe I'll take a nap this morning.  I might be going for a
run this afternoon with Brit."

"Just a run?" his mother teased.

"Yeah, I think so, it's getting a little cool out there."

Audrey laughed and gave his hand a squeeze.  Then she stood up to take her
things to the sink and he watched, admiring her still firm body and the way
her long hair swayed across her back as she walked.  But he did have a task
for that morning and he got up and went to his room and sat and thought
about what he needed to do.  Then he was dressing when he heard his mom
pull out of the driveway.  He left the house and hurried next door to Bev's
house.  He knocked on the kitchen door.  When it opened, the tall woman was
standing there, smiling broadly, dressed in a nice blouse and jeans.

"Jason, sweetheart, what a nice surprise?  What's going on?"

"Beverly, I need to talk to you.  Do you have a few minutes?"

"Of course, darling, come in."

As he stepped into the kitchen she wrapped him up in a big hug that he
gladly returned.  They perched on stools by the kitchen island and Bev
regarded him and said,

"Okay, what's up?"

"Well, yesterday, Brit came over for lunch as planned and something
happened, I think and I'm not sure what it means."

"Go on."

"Well, both mom and Brit were all dressed up, nice, sexy clothes, make up,
you know.  It seemed like it was a bigger deal than I thought it would be.
They were really great and hit it off really well but it kind of confused
me."

Bev laughed and said,

"Honey, you have every right to be confused.  Grown men with a lot more
experience than you have been confused by far less where women are
concerned," and then reached out and took hold of his hand.  "Sweetie, your
girlfriend was trying to show your mom what kind of girl her son had
attracted and your mom was trying to show your girlfriend that she was
still a force to be reckoned with."

He shrugged and nodded a bit and then said,

"And where do you fit in there, Bev.  You're really important to me, too.
How does all this work together?"

"That's a good question, because you certainly mean the world to me," she
said, thinking, "well, I suppose we could think of it this way.  I mean
your mother and I have something developing so I think it means I'll be in
the picture for the foreseeable future.  It looks like you have a
girlfriend that means a great deal to you and you to her.  And we both know
how your mother and you feel about each other.  I guess we can consider me
your mistress.  That sexy, mysterious woman that meets you in strange and
out of the way places for brief interludes of unspeakable passion, doing
things to each other that our regular partners wouldn't dare."

Jason couldn't help but smile and then he said,

"Sounds like you should be the writer, doing those trashy novels they sell
at the pharmacy."

"Oh, I used to read those all the time, until I got too busy.  And if I
didn't have to go meet some people today, I'd spend all morning showing you
just how much I learned from them.  But does that help, sweetheart?  I know
this is all pretty complicated, but so far it's been a good complicated."

"Is it love of some kind that we have, Bev?  Is that possible?"

"There's all kinds of love, sweetie.  And I can't imagine a woman not
getting involved with you that would fall in love with you in some way,"
she said as she pulled him off the stool to be wrapped in her arms and
thoroughly kissed and hugged him.

When she let him go he looked at her and said,

"You know, if you have a little bit of time I think we can have some fun
before you have to go."

"Oh, really?  And just what has that lovely mind of yours come up with?"
she asked with a smile.

"Stand up and take your pants and panties down."

"Ohhh, I like the way your thinking."

So she stood up and undid the button and zipper of her jeans and pushed
them down over her muscular thighs to let them bunch up around her ankles.
He did the same with his pants.  Then she shimmied her plain cotton panties
down, exposing her shaved pussy.  He pushed his boxers down and his already
hardening cock sprang into view.

"Oh, baby, my pussy tingles every time I see that beautiful cock."

"Sit back down on the edge of the stool," he said.

With a smile, she perched her firm ass on the edge of the stool and he
pushed her knees aside to expose her pussy fully.  Then he shuffled so that
he was standing between her knees and brought his finger tips to her pussy
and his lips to hers.  She immediately took hold of his cock and began to
stroke and squeeze while he played with her clit and pussy lips.  Their
tongues began to wrestle as they kissed, with her moaning into his mouth.
When he felt she was wet enough he slipped a finger inside of her and began
to finger fuck her.  He used his other hand to tease her clit.

She in turn let a hand slide around to grab his ass and a finger began to
tickle his asshole.  This caused him to push his cock into her hand,
fucking it.  She continued to tickle for a while and then she withdrew her
hand and rubbed her finger on her pussy to get the finger wet and then
brought it back to his ass to further probe his asshole.  When her finger
tip pushed in a bit, it was his turn to moan.  His cock began to precum
heavily and she took some of that to further lube his asshole and soon she
had a finger in to the second knuckle.

She was having a had time concentrating because Jason had just slipped a
second finger up her soaking wet pussy and his thumb was working her clit
fast and hard.  His hips were pumping his cock in her hand in time to her
stroking her finger in and out of his ass.  It wasn't long before she had
her finger going all the way in.  Jason felt like he was on fire and he
could feel his balls pulling up tight.  He was thinking about using a third
finger when he felt Bev's pussy clamp down on his fingers as she came hard.
She cried out into the boy's mouth as her body shuddered.  This added to
the pressure her finger applied to his asshole and he grunted,

"I'm cumming," around the tongue in his mouth.

Bev aimed his cock at her leaking pussy and his load began to pump out in
heavy streams, splashing on the swollen lips and bare skin.  His ass
clamped on her finger and he kept pumping his cum until his knees finally
gave out and he wound up leaning against the older woman.  Bev dipped a
finger in one of the streams of cum and brought it too her lips.

"Hmmm, sweet and salty at the same time."

"I know," Jason said, breathing heavily but allowing himself to slide down
her body to crouch between her legs and begin licking his cum off of her
pussy.

"Oh, fuck, Jason," she moaned.

He kept licking until he had her pussy clean and somewhat dry. Then she
grabbed his shoulders and pulled him upright and shared a cum and pussy
juice flavored kiss.  When she finally let him go he leaned on the counter
and said,

"Damn, I can't remember cumming that hard before.  That was amazing."

"Yes, it was, lover.  Your fingers had me so turned on.  As for my playing
with your ass, that's the kind of thing a mistress does for her man.  I
assumed you liked it."

"Oh, hell, yes."

"Good, these are the kinds of things we'll do for each other when it's just
the two of us.  Good clean, dirty fun, okay?"

He replied by leaning in and kissing her again and then helping her up with
her panties and pants, kissing and licking her legs on the way up.  The he
got himself dressed.

"Hmm, yes, baby," Bev said as she pulled him into another hug.  "The love
is there, don't you doubt it.  Now, one more kiss and off you go.  And if
things go well, I'll have something interesting to tell you and your mother
over dinner."

"You're having dinner with us tonight?  Cool."

She smiled and then pulled him tighter and kissed him until he couldn't
breathe any more.

"Now scoot," she said when she let him go.

It took him a few steps to steady himself as he left, with Bev watching him
as he went, an enigmatic smile on her full lips.  With a date to go running
later, Jason figured a nap would be a good idea so he set the alarm on his
phone and crashed on the couch for a couple of hours, got up, ate a light
lunch, dozed for a bit more and then changed into his running gear.  It was
getting a little chilly so he went with long running pants and a heavier
tee shirt.

He met Brit at the corner of her block and when she saw him she gave him
that dangerous pout.

"Aww, and here I was hoping to see the gorgeous lean legs of yours."

She was wearing spandex shorts that went to just above her knees.

"I'm afraid my wardrobe isn't that extensive.  It's this and the shorts."

"I'm just teasing.  Come on, you can take me along your usual route."

With a nod they were off, setting a nice comfortable pace.  When they had
put about five miles behind them, Brit called for a break.

"Hmm, you set a brisk pace there, sweetheart.  You'll either have me in the
best shape of my life, or dead, by New Years," she said with a laugh.

"I imagine you could run circles around me if you wanted to," he said as
they walked along, cooling down.

"Don't kid yourself, Jas, you've got that something extra that separates
the winners from the also rans.  And you're growing, too.  When we first
met I had you by a little bit.  You've already drawn even with me.  Put a
few more inches on those legs and you're going to be impossible to catch."

"Maybe, but remember, I'm not running away from you," he said, which got
him a hug around the waist.

After another ten minutes of walking they picked up the pace and were
headed back towards their part of town, which would be another three miles.
When they had another mile to go Brit said,

"How about we stop at your place, Jas?  Mom has one of her club groups over
and it's going to be kinda noisy for a while."

"Sure."

"Um, please don't take this wrong, but after this run and yesterday
afternoon, I'm talking about relaxing.  I'm not up for anything energetic."

Jason laughed and said,

"No problem, my love.  I have just the thing in mind."

Ten minutes after they got to his house, he and Brit were naked and sitting
in a hot tub of water in the main bathroom.  She was in front, resting her
back against his chest, her head back on his shoulder.

"Oh, baby, this feels so good.  You're a genius."

"Thanks, but I got the idea from someone else."

"Yes, remind me to thank these someone elses. They've made my life a
constant joy."

She was rubbing her hands along his legs while his hand caressed her arms
and belly.  He would occasionally kiss her cheek and she would rub her hair
against his.  She looked sideways and said,

"Have I told you lately how much I absolutely adore you?"

"Um, yeah, right after I suggested this."

"Ah, okay, well, it's doubly true now that I know how it feels.  Hmmmm."

"Can I ask you a question?"

"Sure."

"How do your friends feel about me? Now that the shock is over?" he asked.

"Shock? What shock?  Well, like I said, the girls thought you were pretty
hot, and still do.  A couple think you're too good to be true and the guys
don't really care.  Why?"

"I dunno, I guess I just worry about it a little.  I wouldn't want you
having trouble with anybody because of me," he said, pressing his head
against hers.

"Well, stop worrying, baby.  Anyone saying anything against you would be
doing it out of jealousy and I'd have nothing but pity for them.  Keep your
mind on coming up with things that make me love you more and more every
day, like this wonderful bath, and we'll do just fine.  Hmmm, the only
thing that would be better would be doing this on some tropical beach
somewhere."

"Naked?"

"Oh, yes, strolling, lounging, swimming.  Naked from sunup to sundown on
the beach, only to spend all night naked in bed."

"I like the way you think," Jason said, kissing her cheek.

Brit sat up and turned around, bringing her legs up over his hips, pulling
him in against her and started a long, deep, slow kiss that included lots
of tongue wrestling and sucking.  Her firm tits pressed against his chest
while her pussy rubbed on his cock.  After a while she broke off the kiss
and brought her head to rest on his shoulder with a sigh.

"This has been so lovely, sweetheart.  And thank you for not wanting to put
this to use on me," she said, wrapping her hand around his hard cock.
"Your mother can thank me later."

Jason laughed a little and then they unwrapped their legs and helped each
other standup, which resulted in more hugs and kissing.  Then they dried
each other off.  Brit pulled on her running clothes and Jason just wrapped
a towel around himself sarong style.  When Brit cocked an eyebrow at him,
he said,

"I have to come back in here and take a shower before I make dinner."

At the front door she kissed him again and groped the front of his towel.

"See you tomorrow, lover," she said and then she left.

With a sigh, Jason went upstairs and took his shower.  He made it short and
on the cool side to help resist the temptation to stroke out a load.  He
thought he should save it for whatever the night might bring.  When his
mother came home, he was in the kitchen, dressed in just a pair of old,
short running shorts.  With the oven and range top going, it was warm
enough for the minimal attire.

"Hello, there, sweetheart.  How was your day?" she said, dropping her
shoulder bag and coming up to him.

"Great, mom.  I took a run this afternoon and I thought I'd do something
special for dinner."

"How wonderful, and timely.  Bev is going to be in here in about fifteen
minutes.  She had something to tell us."

"Any idea what?" he asked as he slipped his arms around her waist.

"Possibly, but I don't want to steal her thunder, you'll just have to
wait," she said as her arms went around his shoulders and mother and son
shared a warm wet kiss.

"Hmmm, lovely," Audrey said as she pulled away.  "Now, go back to your meal
and I'll get changed and get the table set."

He watched as her ass swayed in those tight jeans as she left the kitchen.
He was glad he put that jock on, otherwise his cock would be growing down
out of his shorts leg.  He knew when his mother came back into the kitchen
because a pair of arms snaked around his waist and her hands came up to
rest on his bare chest.  He could feel her big tits press against his back
although there was some cloth there.  Anything further was interrupted by
the knock on the door and then it swinging open to admit the smiling
Beverly.

"Well, hello there, lovers.  Nice to see a son and mom being so
affectionate.  May I join in, although it looks like I'm a bit over
dressed."

Beverly was in a pair of slacks and a silk blouse that was buttoned up to
conceal any visible cleavage, although it did nothing to hide the fact that
a major pair of tits lurked beneath.

"Of course you can.  Come here," Audrey said, holding out an arm.

The three shared hugs and warm kisses and then Bev said,

"Excuse me a minute," and she disappeared from the kitchen.

It actually took two but she came back in just panties.  Her big tits were
revealed in all their glory and her long hair cascaded down her back.  Then
it was more hugging, kissing and some hip grinding.  Then Jason said,

"Time to eat or it'll get burned."

In short order, the three semi naked lovers had the meal on the table and
were sitting, eating and talking while under the table, feet teased each
other and bare legs.

"So, what have you to tell us, dear?" Audrey asked Bev.

"Well, several things.  The house goes on the market tomorrow, so that's a
project done.  I don't have another prospect lined up but today I was
talking to someone who has been after me to do a major renovation on part
of their home.  I'm figuring at least six months but there's no option for
live in.  So, with your permission, Jason, I'd like to accept your mom's
proposal to move in here."

"My permission?"

"Well, sweetheart," Audrey began, the house was left in trust to you.
"What do you think?"

"Well, yeah, of course," he said.  "I think that would be great."

"And why might that be?" she asked.

"Well, for one thing, being very selfish, I think it would be so hot to
have such a gorgeous woman in the house to go along with the other gorgeous
woman in the house.  But more important, you need her here, mom.  You
shouldn't be alone anymore."

"I have you, dear."

"It's not the same, mom.  You need some one you can share stuff with that I
have no clue about.  I may have adult equipment but I have a lot of growing
up to do.  This would be really good for you, both of you."

Audrey looked at Bev,

"There's your answer.  And you're closer, so would you do it?  I'll take
care of my portion later."

Bev nodded her understanding, took hold of Jason by the back of his head
and pulled him into a deep blistering kiss that promised all kinds of good
times to come.  It didn't take long to finish dinner after that.  Clean up
was a group effort, filled with bumps, brushes and gropes that finished
with a group hug and tongue kiss.  Audrey finally said,

"Jason, honey, go put on that nice little number I got you.  Bev will like
it.  And meet us in the family room."

He nodded and with double kisses on the forehead he hurried off to his room
to shuck his running shorts and jock and pull on the spandex Speedo.  He
did what he could to get his big fat cock covered but it was a near thing.
When he got to the family room he found that they had started without him.
On the couch, his mother and his mistress were sitting, locked in a tight
embrace and tongue twisting kiss.  Their big tits were pressed against each
other and Audrey had one leg up over Bev's.  He sat down in a chair and
watched, loving the idea of these two women living together under one roof
with him and just enjoying the show.  It took ten minutes before the two
realized they were being watched.

"Oh, there you are, sweetheart.  Come over here and join the party," his
mom said to him and then to Bev she added, "don't you love how he looks in
those."

"Hmmm, yes, like one of those hot Olympic swimmers.  I'm really going to
love your idea of a clothing optional household."

When Jason came to stand in front of his two older lovers, they began to
run their hands over his body, with lots of attention to his barely covered
cock and ass.  His mother was the one to tug the fabric from over his cock,
letting it bounce into view.  Two pairs of lips began to slide up and down
the shaft and two tongues played over the head and hairless balls.  Then
Audrey swallowed the head and half the shaft while Bev worked his balls,
but then she shifted on the couch and pulled him sideways a bit and began
kiss and lick his asscheeks, before pulling them apart and attacking his
tight ass ring with her tongue.  They worked on the boy for perhaps fifteen
minutes when he grunted,

"Oh, fuck, I'm gonna cum, mom."

Bev got into position in front of his cock again and with her cheek pressed
against her lover's they both awaited the explosion.  It didn't take many
more strokes before his cock began spewing strong spurts of cum on to their
faces and into their open mouths.  They held his legs as he braced his
hands on a shoulder each as he shot again and again.  He put quite a
glazing on their faces and once he stopped he folded at the knees to drop
down so he could join in the cleaning up.  Three tongues did their best to
capture the largest share of the sweet and salty cum, and then tongues
began to slide over each other to share and clean.  Them the boy was pulled
into a tight, three way hug and his mother said in his ear,

"We figured with your afternoon with Brit, you'd be all wound up so we
thought we'd let you get your first load out of the way before you start
working your magic on us.  So, take us to the big bed and make love to us,
sweetheart."

And that's exactly what he did.  He had his mother on her back, her head
and shoulders propped up on the pillows, his face in her pussy while his
ass was high in the air between her outstretched legs.  Bev was kneeling
beside them, her ass towards Audrey's head, and her hands and mouth working
Jason's ass.  Audrey was working on Bev's pussy from behind, using her
buzzing boyfriend as she called it.  It was a seven inch red rubber dildo
with a built in vibrator.  Both Audrey and Beverly experienced deep
shuddering orgasms, although not at the same time.  When Audrey came down
from hers, she pulled his head up and said,

"Baby, come up here and get that big cock inside my pussy.  Fuck me baby,
and fill me with your load."

So he crawled up and began rubbing his cock head on her pussy.

"Bev, honey, plant your pussy on my face and let me tongue fuck you."

It didn't take long for Jason to be giving his mother a deep slow fucking
while she worked over Bev's shaved pussy.  Jason alternated from sucking
Bev's nipples, kissing her lips and licking her clit when his mother was
down by her hole and ass.  How long they went like this they didn't know or
care, but in rapid succession Beverly came hard and then Audrey did
likewise, clamping down on Jason's cock.  He stroked on for a few more
minutes and then he rammed deep one last time and began shooting deep into
his mother's pussy.  When he was done he slid backward and got his mouth on
her pussy and began to lick her clean.  Bev bent down and added her tongue
and Audrey was squirming and then had a little after shock orgasm.

After few minutes they crawled around and Jason found himself it the middle
with a naked woman pressed up to either side.  His face was subjected to
many slow wet kisses and his lean hairless body was stroked and fondled.
He in turn ran his hands over their bare thighs.

"So, you're going to live here full time, right, Bev?" he asked.

"Yes, sweetie, that's the plan."

"So that means we're a family, then.  Hmm, I like that.  Jason has two
moms.  Two hot, sexy moms."

"Yes, I guess we are a family, sweetheart," his mom said. "That's important
for you, isn't it?"

"Oh, yeah.  When dad gave me the really bad news, I don't know what was
worse.  That he was dying or that I was going to be left alone.  But you
guys saved me.  Thanks for that," he said as he drifted off to sleep,
wrapped in the warmest blanket he could imagine.

The two adult lovers looked at each other, over the top of his head, but
with tears in their eyes.

"He makes you forget, but he really is just a kid.  And not too long ago, a
scared and lonely kid," Audrey said.

"I know, he's so serious and responsible, it's hard to remember he's not
even sixteen yet, disregarding all this," she replied, gesturing to his
soft cock and balls.  "Do you think he meant what he said about two moms?
Does he think of me like that?"

"Well, he never knew one growing up, so I imagine an adult woman who cares
for him the way you do, yeah, he could look at you that way."

"I think I like that," Bev said with a smile and a kiss for the boys head.
"Do you mind?"

"Not at all.  It's not like I can lay claim to being such a great mom.
Plus after what he's been through, he needs all the love he can find.
Welcome to the family, honey," Audrey said with a smile, leaning over her
son's head to kiss her lover before they pulled up the covers and settled
down for some sleep.

It was sometime after midnight when Audrey woke up to find her son on top
of her live in lover, his fat cock sliding in and out of her pussy, their
lips locked, her arms around his back, with one hand on his ass, and
apparently finger fucking his asshole.  She just laid there and watched
until Jason pulled back and began to pump his load all over her belly and
tits.  The two shared his cum load, he licking it up directly and she using
a finger to scoop it up.  Then they shared a cummy kiss before settling
down to sleep again.

The next morning, Bev and Audrey awoke, sleeping back to back and butt to
butt.  Jason was already up.  When the two women slowly walked into the
kitchen for their first cups of coffee, dressed only in shorty robes, they
found Jason was sitting with his toast and juice, a smile on his face.  He
stood up and walked to the two women and wrapped them each in a tight one
arm hug.

"Good morning, moms."

"Good morning, sweetheart."

"Hello there, love."

"The coffee is ready.  I have to get moving if I'm going to catch the bus.
Have a great day."

The two women stood with arms around each others backs as Jason left the
house.  Audrey looked at her lover and said,

"So, what are your plans for the day?"

"Nothing much.  I should pack up my stuff to move out next door, but I have
time.  I don't start demo on the new job until next Monday, you?"

"No immediate deadlines.  What do you say to some coffee and then a nice
hot bath?  Then I can introduce you to a few more of my boyfriends."

Bev's smile got very wide at this point.  Jason made it to the bus stop
with just a few minutes to spare and when it rolled up on the next stop he
saw that head of short blonde hair and he knew his day was just getting
better and better.  She plopped down next to him and gave him a quick peck
on the check and then took hold of his hand, her leg pressed against his.

"Good morning, sweetie.  I can't thank you enough for yesterday.  I was so
relaxed when I got home, I slept for like, three hours.  Please tell me we
can do that again."

"As often as we can manage," he replied.

"I do feel a little guilty, thought, about leaving you like that," she said
close to his ear.

"Don't.  If you weren't ready, you shouldn't feel like you had to do
something."

"Well, I know you do have other options," she said with an evil little
grin.

"Even if I didn't, I wouldn't want you doing anything unless you wanted
to."

"Hmmm, what a sweetheart."

"Hey, guess what.  Beverly moved in with us.  With my mom, really," he
said.

"Really?  Wow, I'm so jealous, you having those two under the same roof
with you.  How will I ever compete with all that?"

"Hey."

"I know, sweetie, I was just teasing.  It's nice that your mom found
someone."

Their conversation turned to other things until they got off the bus in
front of the school and Brit gave him a peck on the cheek and said,

"I love you, baby.  See you at lunch."

And that was the plan and it worked pretty well except for one bump.  As
Jason was approaching the cafeteria later, he heard his name called.

"Jason."

He turned and saw the dark haired, dark eyed beauty Rose hurrying up to
him.  He thought this didn't look good but her expression was not
particularly angry, so he waited.

"Hello, Jason, thank you for stopping."

"Your welcome, what's up?

"Look, I wanted to say how sorry I am about going off on you like that the
other day.  I had no right to do that.  My problems are that, mine."

"Well, thanks for saying that.  It was a little rough there, but when it
was explained how you were betrayed like that, I could understand where you
were coming from so it wasn't so bad."

"They told you my boyfriend was cheating on me?" she asked.

"Not exactly, but it doesn't have to be just cheating to be a betrayal.
Any break of the trust you should have in a relationship is a betrayal.  I
think so, at least."

She smiled at him and he realized she really was quite attractive when she
wasn't angry and then she surprised him with a hug and a whispered,

"Are there any more like you at home?"

"No, I'm afraid it's just me, and my mom, and now her girlfriend," he said
with a grin as she stepped back.

"Okay, well, I just wanted to get that cleared up before we saw each other
inside. I gotta make a stop first, so see in a while," she finished up as
she hurried off.

Jason resumed his walk to the cafeteria when a boy he recognized from
history class fell in step and said,

"Jesus, man, first it's the most gorgeous girl in school and now your
hugging in the hallway with another of the major hotties.  What's your
deal?"

"Two words.  Pay attention.  Think about it," he said and then walked into
the large lunch room and the presence of the center of his universe.

The day still held some interest when he got home after their workout.  The
coaches had told him they were still on the fence about his conditioning
and would likely hold him back from the first two meets.  The other runners
had been working out all spring and summer and they wanted to make sure he
was fit to compete before they would turn him loose.  He took it all in
stride, although Brit thought they were being over cautious.

"Hello, sweetheart," his mother called out.  "I'm in the big bedroom.  Come
here, please."

When he got in there he saw his mother standing amidst a variety of
clothes.

"Your dad had quite a wardrobe.  I was seeing what might fit or be made to
fit for you for the dance.  These two suits look about right, although we'd
probably have to have them taken up a bit, although if I remember right,
you're within an inch or so of your father's height.  What do you think?"

One was a plain charcoal gray, they other was a lighter color with some
faint pastel strips, barely more than thread wide.  He liked that one and
said so.

"Yup, my thoughts, too.  I'll put this other one aside.  You might be able
to wear it for something more formal.  Okay, I called the dry cleaners in
town.  They do tailoring too, and they have evening hours on Wednesday so
we can get it done in time.  We will need to go shopping for a new shirt,
tie, pocket hankie and shoes.  I saw your old dress shoes and they look too
small."

They were.  If he hadn't been so numb at his dad's funeral, he would have
been really hurting.

"What about the rest of it?"

"Well, if there are some things you'd like to keep, feel free, but I
thought we could donate the rest of it.  Lots of people could get some use
from a lot that's here, and lord knows there are plenty of folks that could
use it."

He thought he heard something in her expression and he looked at her and
said,

"Have you ever had to do that?  Get someone's used clothes?"

"Oh, sweetheart, there was a time when I had to use old clothes, soup
kitchens and homeless shelters.  That's why I'm trying so hard to make a
home here for you.  I don't want you to ever go through something like
that.  You've suffered enough."

Without a word he took the suit out of his mom's hands and put his arms
around her and held her tightly.  She did the same and she heard him say,

"This is your home, too, our home, you can stay here forever.  You are my
mom, and I love you."

They each tightened their grip on the other and that's how Bev found them a
short time later and she hesitated to intrude but Audrey caught sight of
her and beckoned her over and pulled her into the shared hug, which Jason
assisted but putting an arm around her.

"So what's going on?"

"Just sharing a family moment, and your family, love.  Plus we're getting
Jason sorted out for his big date."

So Bev was filled in on the choices and plans.  She liked the suit and
suggested some colors for ties.  As a home remodeler she had a good eye for
color.  Then they helped Jason go through the rest of the clothes and he
picked out some things that he wanted to have.  One was a company jacket
his dad used to wear.  That would stay in the closet.  The rest was folded
and put in some boxes she had from the move to drop at the local social
services drop box.  The rest of the week fell into a routine of sorts with
school, workouts and then dinner.  Usually dinner was in minimal dress,
with Jason in his Speedo, Bev in just panties, and Audrey in panties and a
little top that just covered her tits and did nothing to constraint her
hard nipples.

Both women noticed that in the early hours of the evening, Jason seemed to
settle back into a younger state where he would sit cuddled up between the
two, sometimes even dozing off with his head resting on a bare hip, his
body pressed against a thigh.  But later he would be ready to give them
everything a man could to satisfy them, as they would him.  They assumed
the cuddling was an attempt to catch up on the mothering he never had.

Saturday turned out to be a very eventful day.  It was a week before the
dinner dance and shortly after noon, Audrey answered a knock at the door.
When she opened the door she was greeted with the beautiful smiling face of
her son's girlfriend and lover.  She opened the storm door and said,

"Brittany, what a lovely surprise, come in, come in."

Brittany stepped in, giving Audrey the chance to admire her in her skin
tight jeans, pull over v-neck top and short waisted, light weight jacket.
They exchanged a warm tight embrace.

"Hello, Mrs. Amesworth.  I was hoping to find Jason at home."

"Oh, sweetheart, I'm so sorry.  Bev hustled him out of the house at first
light this morning.  Practically dragged him out of bed.  Something to do
with the schedule for starting work on Monday getting mixed up so she has
to finish the demolition work on her new project before then.  He'll be
working all day and probably part of tomorrow."

"Shoot," she said, her lips assuming that pretty pout.  "We had a meet this
morning and I told him I'd text him about what we might do this afternoon,
but I thought I'd surprise him instead."

"I'm sorry, dear.  I bet if I went into his room, I'd find his phone.  Bev
was in quite a state this morning.  But why don't you stay and visit for a
while?  I'm just having some coffee.  What can I get you?"

"Oh, some water would be lovely, thanks."

Brit slipped off her jacket and Audrey hung it up for her.  She couldn't
help but notice how nicely the girl's outfit hugged her curves, especially
those nice full tits.

"So, how did the meet go?"

"We won, I finished third."

"Congratulations."

"Thanks," Brit replied as she watched Audrey pour her coffee and fill a
glass with water from the pitcher in the fridge.

She couldn't help but notice that while only dressed in some sweats, they
did cling nicely to the older woman's curvaceous figure.  Then they walked
into the family room and sat on the couch, each with a leg crossed,
opposite to the other, their knees inches from touching.

"So, actually, I'm glad I have this chance to talk to you without Jason
around, dear. He told me that he confided in you about everything that's
going on."

"Yes, he did.  I shared some things with him so that he understood why I
feel the way I do about him.  And he felt he should do the same.  I had to
admit I was a bit surprised but it does explain a lot."

"How so?"

"Well, for a boy his age he sure knew how to put me over the moon.  I
figured he had to have learned if from someone.  Now I know who and I can
say thank you."

"I can't take all the credit, sweetheart.  Beverly had a hand in it, too.
And I think most of it comes from inside him.  He wants us to feel good so
that we want to make him feel good, and it's just keeps going around, as he
puts it," Audrey said, her eyes locked on the girl's.

In turn, Brit couldn't keep from wondering if those full lips were as soft
and warm as her son's.  She was thinking that this woman was having sex
with her son, who was her boyfriend and lover as well.  She wondered if
maybe there was a circle to be completed here.  They were sitting on the
couch, each with a cup in their hands, leaning against the back cushions,
facing each other.  A few moments passed without anything being said.
Without a conscious effort, their heads moved forward and two pair of warm
willing mouths met, pressed and then opened.

Audrey set her cup down and took the glass from Brittany's hand and set it
aside.  Tongues began to dance as they shifted sideways into each others
arms and things began to heat up.  Audrey's loose barely covered tits were
pressed into Brit's bra clad boobs.  They kissed like this for a few
minutes when Audrey pulled back a bit and said,

"You've done this with a woman before, haven't you, dear?"

"Yes," Brit said, breathing heavily, her cleavage rising and falling, "my
aunt, from when I was fourteen to just after my sixteenth birthday, then
she moved away.  I've missed it so much."

"Well, my dear, it looks like you've found it again," Audrey said as she
pulled the girl back to her and covered that sweet young mouth with her
own.

Hands roamed over backs, butts and thighs.  Tongues wrestled and were
sucked.  Brit couldn't resist any more and she took one of Audrey's firm
tits in her hand and massaged it through the material of the woman's top.
Audrey murmured into the girl's mouth, then she pulled back and said,

"Oh, sweetie this feels so nice.  How would you like to take this somewhere
more comfortable?"

"If by comfortable you mean a great big soft bed where we can get naked,
yes, yes, yes."

Audrey stood up and took the girl by the hand and led her to the big
bedroom.  They stopped at the foot of the bed and Audrey drew the girl to
her and the kissing and groping continued.  This time, however, the groping
was targeted as they reached for the buttons, zippers or edges of garments
that could be manipulated to get them off and on the floor as quickly as
possible.  Once naked, the kissing and fondling intensified, with bare tits
pressed together and bare ass cheeks squeezed and spread and used as
handles to pull bare pussies against naked thighs and grind until the
juices began to flow.

Then they dragged each other onto the bed and an erotic wrestling match
ensued.  Nipples were sucked, licked and tweaked.  Pussies were fingered
and licked and finally they settled into a tight sixty nine while lying on
their sides.  Through the haze of lust, Audrey could tell this girl had
plenty of experience licking pussy and her aunt really taught her well.
Beverly was going to love this girl.  Assholes entered the mix and fingers
began to probe tight rings and it didn't take long before Brit began
screaming into Audrey's wet hole as her first orgasm of the afternoon took
her.

When the girl settled down she pushed Audrey on to her back, and dove in
and attacked her pussy and clit with finger, tongue and lips.  As she
licked Audrey's clit she pushed a finger up inside the wet leaking hole of
her pussy.  It took another ten minutes or so but then Audrey went rigid
and pulled a pillow over her mouth and screamed out an intense orgasm.
When she was done, she collapsed back onto the bed.  Brit climbed up over
her boyfriend's mother and settled down on top of her and covered the older
woman's mouth with hers.

Audrey slid her arms around the girls back and hugged her tightly.  After a
while, they rolled over on their sides and share a number of smaller,
lighter kisses.  Brit reached out and pushed aside Audrey's long hair to
make her face clearly visible.

"I love your hair.  I sometimes wonder if I shouldn't grow mine out."

"And I wonder if I should cut mine," Audrey said.

"Oh, no, it makes you look so sexy."

"So, sweetie, while we catch our breath, tell me about this aunt of yours.
She certainly taught you well."

So Brit told Audrey all about how her aunt introduced her to the joys of
lesbian sex, shared in many practice sessions and when she had to leave to
follow her job, maintained contact and found her relationship with Jason to
be a wonderful thing.

"She sounds like a terrific person, sweetie.  Let me ask you a question?
Did she ever teach you about the joys of toys?"

Brit smiled wide and Audrey rolled off the bed and went to her treasure
drawer and pulled out a selection of her favorite boyfriends.  By the time
they lay limp and exhausted some two hours later, Brit had been introduced
to inert rubber dildos of all sizes, electronic vibrators and for the grand
finale, a giant double headed rubber dildo that they shared pussy to pussy
while both were on there knees, butt to butt, while they each reached back
to tease the other with vibrators in their asses.  The resultant near
simultaneous orgasms had them both screaming into the mattress.

When they were able to move some time later, they shared a warm sudsy
shower to clean off the lubricants, natural and artificial as well as the
sweat and pussy juices.  Then it was getting dressed again and walking arm
and arm to the front door.

"Audrey, should we tell Jason about this?  He's been so up front with us."

"Not yet.  His birthday is coming up and I think we can come up with a very
pleasant surprise for him, don't you think?"

"Yes, I do," she said, pulling the older woman into a hug.  "Thank you, so
much, for today.  I've missed my time with my aunt so much and now I've
found it again.  I love your son to distraction, but I can't deny how much
I love the feel of another woman's body."

"I'm glad we've found each other then, sweetheart.  All I can say is,
welcome to the family, dear."

So it was that when Jason and Beverly dragged themselves into the house
around seven thirty, they found a very content and smiling Audrey waiting
for them with dinner on the table.

"Alright, my loves.  Have something to eat, then get a hot shower or bath
or whatever you prefer and then go to sleep.  You looked exhausted.  Do you
have to go back tomorrow?"

"No, thank goodness," Bev said, "Jason was a real godsend today. We got all
the demo and clean up done and we're set for the subs on Monday."

"That's fantastic.  Alright, sit, eat."

About half an hour later, Audrey walked past the main bathroom and heard
murmured conversation and the sound of water being moved around.  A half an
hour after that she listened at the door and heard nothing so she opened it
and found her son and her lover sharing the bath tub, he in front of her,
his head pillowed on her big full tits, sound asleep.  She didn't think
they'd wind up drowning but the water must be getting cold by now so she
gently prodded them awake, helped them get out of the tub and dried off and
then escorted them naked to the big bed where she tucked them in and then
retired to the den to do some work.  When it was her turn to go to sleep
she used the guest bedroom that was still officially hers.

Sometime in the wee hours of the morning, Jason woke up with the feel of a
pair of warm wet lips on his cock.  What felt even better was the fact that
Bev's nose would occasionally bump his stomach.  Due to her slightly larger
than life size, she was able to get his entire dick in her mouth and
throat.  He reached down and ran his fingers over her long loose hair.  She
slid her mouth off his dick and said,

"Hello there, lover.  Sorry to wake you up but I couldn't resist.  Can you
send me back to sleep with a mouthful of your delicious cum?"

"Sure, as long as I get to have the taste of your pussy in mine."

Bev smiled in the darkness and then shifted herself around so that her
pussy hovered over his face and he reached up to grab her hard muscled ass
and pulled her down onto his mouth.  She moaned a bit and then swallowed
his cock again.  She played with his balls and when she had the saliva
really flowing, she rubbed it into his asshole and began to push her finger
in.  He likewise lubed up a finger with her juices and began working her
hole.  It took twenty five minutes but then Bev went rigid and her pussy
flooded his face with an intense orgasm.  About five minutes after her
orgasm ended, his began as his hips bucked and he began to fire shot after
shot of cum into her mouth.  She gulped it down greedily and then licked
the shaft and head clean.  Then she turned herself around and laid on her
side, pulling him to her to share a cum and pussy flavored kiss.  Then,
wrapped in each others arms, they faded off to sleep again, but not before
he said,

"Love you, Bev."

He was asleep before the tears fell on his face.  The two slept until late
morning, had an early breakfast and then Brit was there to sweep her
boyfriend into her arms and her mothers Lexus for a little hanging out at
the mall.  Bev and Audrey were sitting on the couch, enjoying a second cup
of coffee when the subject of Brit's lesbian tendencies came up.  Bev was
instantly interested.  The two talked for about half an hour about what
Audrey had in mind for the unveiling and surprise birthday party present.
By the time they were done they had forgotten the coffee and were stretched
out on the couch, engaging in some heavy kissing and some serious dry
humping.

Meanwhile, Brit had driven the two younger lovers to the mall and they were
simply walking around, seeing what there was to see.  When they walked past
a menswear shop, Brit thought about the dance and said,

"So how are feeling about this Saturday?"

"Feeling?  Well, I should be able to dress the part.  Mom is seeing to
that.  Dancing will be another issue, but if we keep it to the slow stuff,
I just plan on hugging you and letting you move us around," he said, and
this got him a squeeze and kiss on the cheek.  "I am a bit concerned about
meeting your folks.  I know your dad knew my dad, but I doubt that'll get
me a free pass where his oldest daughter is concerned."

"Oh, don't worry.  Daddy and Mom will love you.  Just don't try and
bullshit Daddy.  He hates that and doesn't have much trouble spotting it.
If he asks you a question, give him an honest answer, even if you think he
won't like it.  He might not, but he'll appreciate the honesty."

"Okay, well, I'd have no choice.  I'm a terrible liar."

"I'm glad to hear that," she said, but anything else was cut off by the
buzz of his phone.

"Hmm, a text from, Mom.  That's weird."

"What is?"

"Bev needed to go back to the house we were working on yesterday to check
something, so Mom is going with her.  She's never been interested in
construction."

"Oh, Jason, sweetie.  You are so cute.  They're a couple now.  The why
doesn't matter.  It's being together that counts."

"Oh, yeah, I guess I didn't think about that."

"Well, think about this.  That means that the house is empty.  How long do
you think they'll be gone?"

"Gotta be a couple of hours, I'd guess."

"Ooo, good, come on.  Let's go to your house.  I've dying for you."

"Okay, never let it be said I'd ignore a damsel in distress," he replied
with a smile.

In less than twenty minutes they were through the front door and in his
room.  Brit had her arms around his shoulders and her tongue in his mouth.
She could never remember being so sexually sated as she had been the day
before but within five minutes of being with Jason, her pussy was on fire
and she was frantic for a way to get him naked and horizontal.  The fact
that they had a comfy bed was a big bonus.  He on the other hand had woken
up with a hard on despite the massive load he blew into Bev's mouth earlier
in the morning and he wanted nothing more than to make this amazing girl
scream in orgasm before coating her tits with his cum.

She had him naked in no time but she kept her panties and bra on, scanty as
they were as she pushed him onto his back on his bed and settled down
between his legs to begin a deep blow job.  He rested his hand on her head
and ran his fingers through the short hair.  She sucked for about five
minutes, running her lisp and tongue up and down the shaft, fondling his
balls and generally making a slick mess of his package before she looked up
at him.  He said,

"You can do that for about five more minutes, then I want your perfect
pussy on my mouth.  I wanna play too."

She decided not to wait so she slid her panties off, turned herself around
and placed her shaved lips right on to his waiting mouth.  Jason took hold
of her firm ass and pulled her pussy tighter to his face.  Then he began to
lick and suck and after a few minutes he added fingering her asshole to the
mix.  She was concentrating on getting as much of his big dick into her
mouth as she could and as she felt that tingle again she moaned around the
head and shaft.  Fortunately, the toys used on her ass yesterday were
smaller and well lubed so she wasn't feeling any soreness today.  His wet
finger and occasionally his wetter tongue felt heavenly on her tight ring.

His fingers and tongue were also working magic on her pussy and as she
licked and sucked his fat dick and played with his full, smooth balls, she
felt the fire building in her pussy start to really rage.  Her hips began
to grind and the ring of her asshole was flexing and gripping on his finger
tip.  After about twenty five minutes of this she began to moan with her
mouth full of cock and her body went through a very nice, smooth orgasm
that had her simply freeze in place, with her mouth clamped on his cock.

When she relaxed she slid off his body and came to rest on her back,
partially against the wall.  Jason got to his knees and pointed his cock at
her firm round tits and stroked it firmly until with a grunt he began to
shoot streams of cum onto her chest and tits eliciting coos and giggles as
the thick cream splatted on her skin.  When he was done he sat back on his
heels, his cock sticking out in her direction.  She reached out a finger
and scooped up some of his cum and lapped it up with her tongue.

"Mmmm, delish."

She went after some more and he bent down and began to lick it off her
tits, making sure to get her nipples whether they needed it or not.  When
they had her cleaned up she took hold of his now semi rigid cock and licked
the head and got the last of what he had.  His legs were starting to
protest so he rolled off his knees and sat with his back against the wall
and she shuffled around to get her head and shoulders on his extended lap.
He put his arm across her body, caressing her flat stomach.

"Oh, baby, that was just so lovely," she said looking up at him, as his
other hand slowly played with her short hair.

"Yes, it was.  You do realize of course, that you've ruined me for any
other girl, or woman, for that matter."

"Well, now that isn't entirely true.  There's your mom and Beverly."

"Well, yeah, I suppose, but that's different.  Kinda separate almost.  I
mean, my mom is my mom, that's forever, right?  And if she and Beverly stay
together, Bev becomes a part of that.  Us, you and me, that's about
building lives together and all that."

"You think about us doing that, making a life together?" she asked, her
blue eyes sparkling.

"Well, sometimes, when I'm alone.  Usually, when I'm with you, I can't
think too straight."

She smiled that heart stopping smile and reached up to cup the back of his
head to pull it down.  She met him half way and put a blistering kiss on
his lips.  The she let go and settled back on his legs.

"So, I guess I'm just going to have to find a way to keep you around,"
Jason said, with a grin.

"Sweetheart, if you keep saying the things you say, and doing the things
you do, especially doing them to me, you won't be able to keep me away."

He smiled again and let his hand drift over her belly, down to her pussy
and then up over her tits and back again.  The gentle caresses were
starting to get to her, as her nipples hardened and her pussy began to get
damper.

"Yes, baby, just like that.  Keep doing that and I'm yours forever."

He let his hand linger on her pussy and he teased the nub of her clit with
a finger tip.  She used her head to rub her hair against his cock, getting
it to grow stiff again.  When she felt he was ready, because she had been
as soon as he touched her, she rolled over, got on her knees, straddled his
legs and brought her bare pussy up against he bottom of his thick cock.
Then she pressed the full tits against his smooth chest and began to grind.
Their lips met by mutual consent and she had her arms around his neck in a
flash.

This kissed and ground their bodies against each other for some minutes
until she couldn't take anymore and she pulled him sideways and down until
she was on her back, he was on top of her with his cock pressed against her
pussy.  In between kisses she begged him to slide his fat cock as far as it
would go up inside her.  He slid his hips back until the head was where it
needed to be and he pressed and pushed and it popped past her swollen lips.

"Oh, fuck, yes, lover, give it to me."

Her legs wrapped around his legs and her arms went around his back.  His
hips drove his cock deeper and deeper until his balls were pressing on her
ass cheeks.  Then he pulled back and then drove in, deep and hard.  She
grunted a bit and said,

"Damn, yes, just like that.  Slam it into me, baby."

He brought his speed up a bit but kept the force the same and her body was
rocking to the fucking he was giving her.  She was doing everything she
could to get her whole tongue in his mouth and he was trying to suck it
like she sucked his cock.  After a time she let a hand slide down and begin
to fondle his ass.  She ran a finger up and down the crease between his
cheeks, to include a little teasing of his asshole.  He moaned into her
mouth and she suspected he wanted her to do more but while not long, she
still had nails, well manicured but not something she wanted to try pushing
past his ass ring without proper lubrication.

So she settled for just some playing to urge him on as he fucked her,
grinding into her clit every few strokes.  Since he had just shot a big
load he was in no hurry with load two and she was just past her second gut
wrenching orgasm by the time he muttered into her mouth that he was going
to cum.  She unwrapped her legs and arms from his body and pushed him out
and off of her.  She sat up quickly and swooped in to swallow the head of
his cock as he began to spasm and pump his load.  She took hold of his
shaft in one hand and his balls in another as she struggled to swallow all
he had.

Some did manage to leak past her lips but she lapped that up before it fell
to the sheets.  Once he was done, she slid off his cock and pulled his head
down and shared some of his load with her.  Then she was lying back down,
pulling him with her so he could lay covering up one side of her body with
his.  They didn't talk for awhile, they just lay there, slowly stroking
each other's sweaty bodies.

After a while Jason suggested a quick rinse and then getting dressed before
his mom and Bev got home.  Brit had a feeling it wouldn't be an issue but
she didn't want to tip her hand.  The rinse off was straight forward, but
the dry off had a bit of fun thrown in and Brit couldn't help backing him
up against the vanity and kissing him soundly while she rubbed her naked
body against his.  Then they went back to his bedroom where they got
dressed with only a modicum of touching and stroking.  When they walked
toward the front door they head a voice from the family room.

"Well, hello there, lovebirds.  I hope you've been enjoying yourselves,"
Audrey said from her seat on the couch that she was sharing with Bev.

Brit had to resist the temptation to through herself on the woman who only
twenty four hours ago, made her cum and cum and cum.  She had to settle
instead for sitting next to her and giving her a bit of a hug and kiss on
the cheek.  She was introduced to Bev who exchanged cheeks kisses, but the
eyes said much more was going on.

"Yes, we enjoyed ourselves a great deal in fact," Brit said with a perky
smile.  "It would be impossible not to enjoy being naked with this gorgeous
guy."

"Hey."

"Oh, Jason, we have no secrets now," Audrey said with a smile.  "Brittany
is just teasing you as well as paying you a compliment.  Take a little
pride in the fact you can make three women happy.  But not too much pride,
we wouldn't want you getting two swelled heads, now would we."

It took ten minutes before Brit could stop laughing.  He then walked her
out to her mother's car and watched as she drove off down the street.  Then
he went back inside and sat with his mom and Beverly.  He looked at them
with a squint and asked,

"Did you guys leave so that Brit and I would come home and have sex?"

"Let's just say that we thought you two could use do with some privacy.
I'm sure we can make similar arrangements for you.  But remember the rules.
No coercion, no booze, drugs or smoking and whatever goes on inside this
house, stays inside this house."

"Sure, Mom, no problem."

"Good, now, lets see what we can come up with for dinner."

Dinner was prepared, eaten and cleaned up with a minimum of 'playing'.
Just the occasional touch or caress.  When they had finished, Audrey said
to her son,

"Alright, dear, go get your Speedo on and join us in the family room.
We'll be right there."

"Um, Mom, to tell you the truth I'm not sure if I'm really up for anything
like that tonight."

"I wouldn't be a bit surprised after the afternoon you've had but this
isn't about that.  This is about your upcoming date.  Now go get changed."

He knew there was no arguing with that tone so he went into this bedroom
and got changed.  A testament to the fun he had had with Brit was that the
stretching garment easily covered his limp, soft cock.  It still made for a
nice bulge but at least it wasn't pulling the waistband away from his body.
He went and sat on the couch and in another five minutes or so, his mother
and mistress walked into the room.  Audrey was wearing her preferred skimpy
little panties and filmy spaghetti strap top.  As usual, Bev was topless
and her panties were a black stretchy number that rode high up over her
hips with just a narrow band to cover the lips of her shaved pussy and he
was sure all of her ass was bare.

The two women pushed some pieces of furniture back to make some extra room
and then Audrey held out her hand to her son and said,

"Time for your dancing lessons?"

"What?"

"Didn't you say you needed some help?"

"Well, yeah, Mom, but why like this.  This is for like sex, right?"

"For a lot of people, dancing is like sex standing up.  But in your
particular case, we are dealing with the fact that your girlfriend is the
most gorgeous young lady I've ever seen.  And on Saturday night she is
going to be dressed to kill.  If you thought she looked good when she came
for lunch, just you wait.  So when you're holding her close and her perfume
is filling your head, you'll thank us for teaching you how to keep your
feet moving while being extremely distracted."

And that's how it went.  For over an hour they concentrated on helping find
and move his feet while a big pair of firm yet soft tits were pressed into
his chest, and a barely covered pussy was pushing against his crotch.
Beverly made it that much more difficult by running her fingers through his
hair and kiss the side of his face and neck and nibbling on his ear.  Long
before they were done, his cock was straining the elasticity of the fabric
of his briefs and a small wet spot marked where the head of his dick was.

When they were finished they cuddled up on the couch to watch some TV.  He
was still feeling the effects of the afternoon and then this latest session
so he sat to one side and let his mom and Bev sit side by side.  With the
lights out and just the TV screen providing illumination it was very cozy
and it didn't take long before the two women were playing with each other.
From the corner of his eye he could see that they were kissing and tongue
sucking while hands roamed over bare legs and arms.  Jason did have a hand
on his mom's thigh but that was all.

After a while, Bev had her hand in Audrey's panties and Jason could hear
his mother's heavy breathing by his ear.  A little later she slid down so
that her head and part of her shoulders were resting in his lap while Bev
applied her tongue to the front of Audrey's panties.  His mother looked up
at him and smiled lazily.

"Hi there," he said, looking down at her.

"Hello, darling.  Don't mind us."

"No problem.  It's nice to see you enjoying yourself," he said as he placed
a hand on her stomach and began to caress it lightly.

She took hold of it and brought his finger tips to her lips to kiss and
lick.  Then she sucked his index finger, like it was a slender cock,
getting it nice and wet.  When she released it he slid it up under her top
and began to tease those two hard nipples with his wet finger.  Her eyes
slid shut and her mouth opened slightly.  Bev looked at him from her place
between his mother's legs and winked.  He went back to watching the show
while his two lovers played with each other.  The head of his cock was
protruding above the waist band but he left it alone.  Someone would take
care of it eventually.

After a while, Bev slid Audrey's panties down and off and the pussy licking
started getting serious.  Audrey started to squirm and she wound up with
one leg up over the back of the couch and Bev pushing the other one back to
make both her pussy and asshole accessible.  Jason was slouching down with
his feet up on the coffee table so Audrey was able to put her head on his
lower stomach and get his cock head by her lips.  She began to tease with
little kisses and tongue flicks.  He responded by lifting his hips and
together they got his Speedo off.  This allowed her to start to fully suck
his cock and play with his balls.

He began to stroke her side and legs while Bev licked on.  More and more of
her attention was on Audrey's asshole and when she was tonguing it, Jason
used his fingers on his mother's clit.  It didn't take too much of this and
Audrey went rigid as she yelped out her orgasm with Jason's cock in her
mouth.  Bev looked up at him with pussy juice coating her chin and he
smiled and said,

"Come here, it's your turn."

Her smiled broadened and she stood up, stepped onto the couch and straddled
mother and son and brought her panty clad pussy to his face.  He ran his
hands over her thighs, mesmerized by how solid and powerful they were.  He
licked and kissed the smooth firm skin and slowly worked his way to her
pussy.  He pulled the fabric aside and began to lick and suck on the clit
and pussy lips, while his mother did what she could to stuff all his cock
in her mouth.  Bev stood back for a minute and shimmied the panties off and
then leaned back in with her knees pressed against the back of the couch so
she could press her pussy against his mouth.  He slid his hands around to
grab those hard and now flexed ass muscles and used a finger to tickle her
ass hole while his tongue worked her pussy.

He was moaning into her pussy while his mother hummed on his cock.  Beverly
was panting as one of the loves of her life was filling her pussy with his
tongue and her asshole with his finger.  There, she admitted it to herself.
She was in love with Jason.  And she was in love with Audrey.  What the
hell, if the Mormons could get away with it, why not her.  She had gone
long enough without.  Audrey popped the hard wet cock from her mouth and
said,

"Come on, baby, slide that pussy down here and let my boy fill you with his
cock.  Ride him till you cum."

And that was why she loved this woman.  Audrey sat back and held his big
thick dick upright so that Bev could bring her pussy down until just the
head was touching.  Then she let herself slowly settle down and force
Jason's cock up inside her.  Between her leaking pussy and his saliva
coated cock, it didn't take long before her ass was resting on Jason's
thighs and her tits were in his face.  Instead of rising and falling, she
went with the back and forth hip grind fuck and she wrapped her arms around
his neck and pulled his face deep into her cleavage.

Meanwhile, Audrey was kneeling next to her two lovers, kissing faces,
shoulders and necks and running her hand up and down Bev's taut back.  Bev
turned to her and said,

"I love you, baby, for this and so much more."

"We love you, too, darling," and their lips met.

Jason had one hand on Bev's hip and the other around his mom's back and he
began to play with her ass.  In a brilliant display of dexterity and
concentration was to be able to get a finger into each woman's ass.  Audrey
began to hump her pussy against Bev's hip as she ground her pussy on
Jason's cock.  He in turned was suck and licking her nipples while the two
women exchanged tongues and spit.  During all of this Bev ground out a
hard, shudder orgasm which set off a softer aftershock in Audrey.  The
moaned and yelped into each other's mouths.  The added pressure on the
boy's cock had his balls pulling up tight and he moaned from the vicinity
of Bev's tits and grunted,

"Fuck, gonna cum."

Bev pulled up and off and then trapped his cock between their stomachs and
kept grinding.  She leaned back and when his cock began to spurt the
streams of cum fired up between them, splashing on his chest, her tits, and
Audrey's face and neck.  It wasn't quite as prodigious as the loads he fed
to Brit that afternoon, it did provide more than enough for all three to
share with tongues and fingertips.  Then they just sort of melted onto the
couch in a heap of arms and legs and tits.  After a half an hour of dozing
Audrey said,

"Come on, lovers.  Let's get to the big bed.  Jason, honey, I know you're
tired, so we'll just sleep.  We want to be with our boy tonight," she said,
with emphasis on 'our'.

He woke up around three in the morning to find himself spooned between his
mother and Bev.  He thought this would be a great way to save on the
heating bill come winter.  A nice heavy comforter and three naked bodes,
cuddled together.  In his dreams however, he was on a beach with three
naked women playing in the surf, walking on the sand, and making love on a
large blanket.  When the alarm went off the three awoke with smiles, kisses
and hugs.  He headed for the shower in the hall bathroom.  Bev and his mom
shared the master bedroom's shower.  Not surprisingly, he was well into
breakfast before they came in, dressed in those shorty robes.

And that's how the week went.  Bus rides with his girlfriend, dance lessons
after homework and waking up the following morning in the company of two
naked mature beauties.  He had to be the most fortunate, and possibly, most
spoiled high schooler in the world.  On Wednesday night he was taken to
pick up his newly tailored suit, that now fit him very well, and then a
hair cut.  When he returned home he modeled the suit and all the new
accessories and both women thought he looked incredibly handsome and he and
Brittany were sure to be the sensations of the dance.  He was then
commanded to carefully undress, hang everything up and then a short dance
lesson was followed by giving Bev a deep ass fucking while she licked his
mom's pussy while working her fingers in the other woman's holes.

The following morning, Brit asked a question out of the blue when she said,

"Baby, your birthday is coming up soon, right?"

"Yeah, a few weeks, why?"

"What are you doing about your drivers' license?"

"Not much really.  I guess with everything going on, I haven't given it
much thought.  What's the matter, you don't wanna be my driver anymore?" he
asked, looking crestfallen.

"Of course not, silly.  It's just getting your license is a big deal.  I
should be paying attention to the big deals in your life."

He just shrugged.

"Okay, well, we get the dinner dance out of the way and then you and I go
to work on you getting your license."

Jason looked into those incredible blue eyes and a face that should be
looking out from magazine covers and then he smiled a bit and risking the
wrath of the anti public displays of affection enforcers, he wrapped his
arms around her shoulders and pulled her in tight.  He didn't seem inclined
to let go and she said,

"What is it, sweetheart?"

"I dunno.  I guess after all the time I spent taking care of someone else,
it feels good to have someone that wants to take care of me."

The hug he got back almost cracked his ribs.  Her hand was also making
contact with his leg as she whispered in his ear,

"If I had a place to take you, I'd take care of you big time, lover."

"Can you come home with me after practice, this afternoon?  For maybe half
an hour."

Her smile would have melted a camera lens.  In fact, it only took twenty
five minutes for him to lick, kiss, tongue and finger her to two orgasm
before he blew his load all over her ass and lower back, while he was
fucking her from behind.  He licked the cum off her cheeks and lower back,
then giving her some tongue sucking kisses.  Then he walked her home.

Finally, Saturday arrived.  Jason was dressed in his suit and new
accessories, his hair combed and gelled in place.  Several pictures were
taken and then a four door Lexus pulled into the drive way and as he
watched, a vision in blacked stepped out.  She said she wanted to come in
and see his mom and Bev and they wanted pictures of them together.  The
dress was a black form hugging sheath that ended about mid thigh.  Over
this was a short black jacket, open in front, revealing the v neck and
pushed up cleavage.  A single string of pearls hung around her neck and
rested at the top of her tits.  Her legs were covered by shear black
stockings and she wore strappy sandals with three inch heels.

She had also spent more time at the make up table and her face was enough
to melt ice with a glance.  When she came to the door, Audrey had to nudge
her son to get him to open the door.

"Hello, sweetheart.  You look very handsome, I love the suit," she said,
smiling brightly.

"Um, uh, er..oh, yeah, thanks.  Jesus, Brittany, you look unbelievable," he
said, using her full name in his shock.

"Thank you, baby," she said demurely.

"He's right, dear," Audrey said, "you two look like you should be on a red
carpet somewhere."

It took about twenty minutes before the pictures were taken, hugs exchanged
and then the young couple was in the car and on their way.  Jason sat with
his hands in his lap, looking out the windshield, not saying a word.

"Sweetie, is something wrong?  Are you feeling nervous?" she asked.

"More like panic.  I'm feeling, what do they call it, out of my depth."

"Why would you say that?  This is just a silly little dinner dance.
There's no red carpet or paparazzi.  What are you worried about?"

"Brit, I'm not even sixteen yet.  And this suit doesn't change that.  You
look so amazing, so grown up, so classy, sexy?."

Brit didn't say anything but she pulled into the parking lot of a small
strip mall they had come upon.  She kept the car running but she turned and
looked at her boyfriend.

"Jason, look at me.  Yes, tonight I pulled out all the stops so that you
could have the girl you deserve on your arm tonight.  Yes, sweetheart
that's right.  But remember, under the clothes and the make up, I'm still
the same girl that likes to put on shorts and a tee shirt and go running
with you.  And you, my love, don't need a suit to change anything.  It is
your heart and soul that has me so deeply in love with you, not the clothes
or chin stubble or anything else you think you should be.  Just be you and
as far as tonight is concerned, just relax.  You'll do fine, I promise
you."

"Okay, but you do realize this is the first time I've ever done this.  I
never even went to a dance in middle school, so please don't be upset if I
stay a little nervous, at least at the beginning."

"All right, sweetheart, now give me your hand," she said.

He held his hand up and she took it and kissed the back of it.  Then she
showed it to him.

"See, it stays on my lips.  Just like I'm sticking with you, baby.  Do you
believe that?"

He nodded, smiled, than leaned in and kissed her red lips.  When he backed
up he licked his lips and said,

"Hmm, tastes good.  But then, you always do."

"That's better.  Keep thinking and saying those kinds of things and we'll
have a fabulous time tonight," she said flashing that smile.

When they rolled up in front of the club to pass the car over to the valet,
Jason was still nervous but at least he was able to do something to take
his mind off it, like concentrate on walking without tripping.  Just before
the got to the door, Brit stopped them and she did what women have done
since the invention of clothes.  She adjusted his lapels, brushed his
shoulders, checked the fall of his jacket and then pushed his bangs to the
side.

"So handsome," she said with a smile.

He took a breath, let it out and offered his arm to his lady fair, who
smiled wider, hooked his arm and in they went.  The club house was more
like a large manor style house.  The ball room occupied one half of the
first floor and when they entered it was obvious there were a fair number
of club members, or the members brought a fair number of guests.  Brit
scanned the room, saw her parents and towed Jason across the dance floor.

"Mom, Daddy, this is Jason.  Sweetheart, this is my mom and dad."

"Mr. and Mrs. Daniels, it's very nice to meet you."

Brit's father stood and took Jason's hand.

"The pleasure is ours, son.  But this isn't the first time you and I have
met."

Jason looked at the man, not able to remember him but deductive reasoning
supplied an answer.

"The construction site for your industrial park?"

"That's right.  You couldn't have been more than six or so.  You're father
brought you out so you could watch some of the steel work go up.  I was
really sorry to hear about him."

"Thank you, sir."

"Please, sit," Brit's mom suggested.

Struck by a bit of inspiration, Jason pulled out Brit's chair and held it
for her.  The look she gave him could have melted the ice sculpture on the
main buffet table.

"Thank you, sweetheart.  You're such a gentleman."

Once they were seated, Mrs. Daniels said,

"So, if it wouldn't be prying, Jason dear, how have you been getting on at
home these days?"

"That would be prying, Mom," Brit said pointedly.

"No, it's okay.  It was pretty rough at first.  But it's turned out pretty
great.  My Mom is pretty cool, actually.  I understand what happened and
we've gotten comfortable with each other.  Her work is going well, so, all
in all, we are making it work."

"I understand she's a writer?"

"Yes, freelance.  She does lot's of articles for small magazines, like the
ones that come from places like triple A and like that.  Also, Sunday paper
supplements, and she's working on a novel in her spare time.  She keeps
pretty busy."

"She must be very good."

"She is.  I'll have to see if she'll do my English Comp papers for me," he
said with a smile.

At this point the band struck up a number and Brit took the opportunity to
get him on the dance floor.  It was a moderately paced number, so while
they could hold each other it wasn't a moving hug.

"That was a bit abrupt, don't you think?" Jason asked.

"Not really.  I didn't want mom prying too much.  I love her to death, but
she can be a bit status conscious and she has been asking questions
lately."

"About my mom?"

"Yes.  Your dad was pretty well known in town, and he had done business
with my father before, but with your mom being here now, inquiring minds
want to know."

"I wonder what she would think of her relationship with Bev."

Brit rolled her eyes and said,

"Oh, I'd imagine it might raise some eyebrows, cause a few tongues to
cluck, but Mom tends to be more interested in what someone does, not who
they are doing."

Now it was Jason's eyebrows that went up and they both started laughing,
then she pulled him into a hung and rested her head against his.

"Hmmm, this feels so good.  Did you know that you're a very good hugger?"

"I wasn't aware but I'm glad I pass the test."

"For now, but there will be many many more tests in the future, so keep
practicing."

He gave her a tighter squeeze and he marveled at how good her trim, firm
body felt against him.  She smiled and whispered in his ear,

"Hmmm, so nice.  And is that a banana in your pocket or do you just want to
fuck me?"

"No, and yes, for starters."

Jason was coming to realize that his mom had been right on the money with
her prediction.  It was just the start of the evening and already his head
was spinning from the feel of her body and the smell of her perfume.  When
the song ended and a slower one began, Brit smiled, slid her arms fully
around his shoulders and rested her head against his, allowing just a
gentle, rhythmic sway.  His arms encircled her back.  She sighed and said,

"Now I know why some religions frown on dancing.  This is giving me all
kinds of naughty thoughts."

"I don't need dancing for that."

The couple stayed on the dance floor until it was announced that dinner was
about to be served. Hand in hand they walked back to the table, Brit
placing herself strategically in front of her boyfriend to hide the bulge
she created down his pant leg.  Mr. and Mrs. Daniels stood up as they
approached and together they got on the buffet line.  The younger couple
allowed the elder couple to go first.  This gave Jason the opportunity to
press up against Brit and have his bulge up against her firm, muscular ass.
She looked back over her shoulder and smiled.

Once they had their plates and returned to the table, the meal passed with
pleasant conversation and some light foot play between the two young
lovers.  After dinner, Mrs. Daniels announced it was time for a trip to the
ladies room and Brit, as the genetic code requires, joined her.  Jason
tried to be discreet as he watched that hot, tight, bubble butt, tightly
covered in black, walk away.  Her father said,

"So, now it's my turn to pry.  If you don't mind my asking, what are your
plans?"

Here comes the interview, Jason thought.

"Well, before everything went bad, it looked like I was going to go to work
for my dad, maybe take over one day.  He had started to teach me the
basics.  I can do simple switches, outlets, fixtures.  I was even up to
those three way circuits.  You know, where you turn the light on at the
bottom of the stairs and then off at the top.  Now, I'm not sure.  The
business is gone, but I have all of Dad's tools, I could always go to
vocational school and get my license.  Or got to college and do something
else.  He left me enough to do either, as long as it's a mid range school."

Brit's father nodded and then asked,

"Had you thought about engineering?"

"Actually, yes, I did, but when I got a look at the math required, it
wasn't going to happen.  I'm okay with it, but not at that level."

They talked about different schools for a while and then the two women
rejoined them.

"I hope we didn't keep you waiting too long," Mrs. Daniels asked.

"No, not at all, Jason and I were having a good chat."

"Come on, sweetie, they're playing our song," Brit said, holding out her
hand.

When they were back on the floor Jason noted Brit looked shorter.

"What happened to your heels?"

"Didn't you see me kick them off under the table?  I wanted to do this,"
she said, pulling him in tight and resting her head on his shoulder.

He didn't mind at all as they just held each other and swayed to the music.
He said softly,

"So how do you think I did with my interview?"

She lifted her head and kissed his ear before laughing a bit.

"Let me see, turn us a bit to your left, yes that's it.  Hmm, Dad isn't
frowning so that's good.  Mom is watching us and talking to him.  Ooo, she
gave me a wink, that's a good sign.  I think you did fine.  He always
frowned when that jerk was around.  I should have paid attention to that."

"We live and learn, my love," Jason said.

"For us it will be live and love," she said as she settled her head back
down on his shoulder."

The spent as much time as they could on the dance floor, even given a few
fast numbers a try.  At least Jason didn't slip or step on her stocking
feet.  Things began to wind down and Brit decided it was time to leave.

"It's still a little early, isn't it, dear?"

"I know, Mom, but Jason has been helping someone with some demolition work
on a home renovation and he has to be up early tomorrow."

"On a Sunday?"

Jason nodded.

"Well, alright, it was wonderful to meet you, Jason.  I hope to see you
again soon and give our regards to your mother."

Mr. Daniels stood and shook the boy's hand.  Brit took his other hand and
sedately led him out of the ball room.  When they were out on the front
walk waiting for the car he said,

"You lied to your mom, you know."

"I did no such thing.  You have been helping Bev and you do have to be up
early tomorrow?"

"Why?"

"You and I are going for an early run.  I don't know how I'll get through
the night, but I'm not going all weekend without you inside me.  I'll take
you back to my favorite spot."

Jason liked that idea.  Once they were in the car she had her hand on his
leg, squeezing his thigh.  He resisted touching her for fear of causing a
wreck.  When they pulled into his driveway, she shut off the car, turned to
him and grabbed his collar and pulled him close and she began kissing him
hard and deep.  At that moment two things happened.  Once, his phone buzzed
with a text message, the other was the front porch light went on and off a
few times.

"I think someone is sending me a message," he said.

He pulled out his phone and looked at the test message.

'Come inside, use the couch.  Have some fun.  Mom.'

"How much time can you spare?"

"At least half an hour," she said.

"That's enough, come on."

They bailed out of the car, hurried to the door and found it unlocked.  It
took less than five minutes for them to be inside, on the couch and naked.
Hands and lips were everywhere as they tried to devour each other.

"Oh, lover, I'm aching for you.  Nothing fancy, just get on me and in me,
please."

Jason was always a little amazed at the intensity of her desire for him but
he was always determined to give her what she needed.  From the dampness on
his thigh as she rubbed against him, he knew she was ready, so he pushed
her onto her back and began to rub the head of his cock on her pussy lips
as they kissed and groped.  She took hold of his ass and brought it to
where it needed to be and then she pulled.  The head of his dick slid
passed her lips and apparently she must have been drenched because he just
kept sliding until his balls were on her ass and she was groaning into his
neck.

"Oh, fuck, baby, oh god, that feels so good, you're the best ever. Now fuck
me, get those hips going."

So he did.  As she kissed his lips and sucked his tongue, his hips began to
move and his fat cock sawed in and out of her pussy.  Each down thrust
ended in a grinding motion and he heard her mutter into his neck,

"Oh shit, oh shit oh shit."

The poor girl must have been wound as tight as a watch spring all night
because he hadn't been fucking her for ten minutes when her body wrapped
itself around him and she spasmed as her orgasm tore through her.  She
squealed in a high pitched tone as she bit down on his shoulder.  It took a
while but she finally wound down and her legs slid down the back of hers
and her arms loosened a bit and then she was pushing at his shoulders to
get him up and off her.  He wound up on his back, his legs spread and his
pussy slicked cock inside her mouth, her hands playing with the base of his
shaft and his balls.

She sucked for another five minutes and then climbed up and on to him, not
stopping until she came to rest on his thighs, his cock firmly wedged up
inside her.  She ground her pussy side to side, front to back and in
circles, so that she could fuck him without losing that full feeling.  She
rested her hands on his chest and looked down at him with nearly closed
eyes.  He reached up and began to fondle her tits and play with her
nipples.  Her head fell back and she groaned.  She pulled a hand back and
she began to play with her clit.  She knew she didn't have much time and
she wanted to cum again.

It took a few minutes but finally she exploded while she rode him and he
could feel the juices running down onto his balls.  Her body began to sag
just as he was saying,

"Oh, fuck, baby, I'm going to come."

Brit let herself slide off to his side and she grabbed his cock and got her
mouth over the head as he began to spurt.  She greedily swallowed his load
and swallowed it as fast as she could.  When he was done shooting, she
licked the head and shaft for anything that got past her lips and then she
slid up his body and covered his lips with hers.  When they were done
sharing the cummy kiss she rested her head on his smooth chest and said,

"Oh, damn, sweetheart.  I wish I lived next door to you.  I'd sneak over
every night and we'd sleep together like this."

"If you snuck over to sleep with me, you might find the bed a bit crowded."

"Oh, that's right.  That's so unfair, you have your mom and Bev.  I have
Mr. Bear."

"Yes, it is.  I wonder if there's some way to fix that?"

"How could we do that?" she asked.

"I have no idea, but it's certainly something to think about."

"Or dream about."

The kissed for a bit more and then Brit reluctantly stated she had to
leave.  They got dressed and Jason walked her out to the car where they
kissed some more.  Then he went to bed and slept without dreams.  He didn't
really need to, he was living one.