Date: Mon, 19 Nov 2018 10:57:10 -0800
From: Jan none <janmay6969@gmail.com>
Subject: Mom's Friend (Incest-Adult Youth, oral anal, F/f, FF/g. g/FFF)

Incest-Adult Youth, oral anal, F/f, FF/g. g/FFF

This story is a work of fiction and contains
descriptions of explicit sexual acts between a young
girl and older women.  If this type of content
offends you or you are under the age of 18 do not
read it.

Author's Note:

Copyright 2018 Jan, all rights reserved

Please mail to janmay6969@yahoo.com if you have
any suggestions for a future story.

Mom's Friend
By
Jan

      I was doing homework when I overheard my
mother talking to her best friend.  As I remember it
their conversation went something like this; "Gwen
my older sister, is in the hospital and I need to be
there, to look after her when she gets out of the
hospital until she can take care of herself, but I
don't want to look after Penny and your place for
you."

      "Mary, honey I would be happy to take are of
Penny!  You can take as much time as you need.  I can
look after Penny, and your place for you."

      "Max if I thought that I could trust you not to
seduce my daughter I would be thrilled to let you
look after my daughter, but I know you too well, you
are a horny Bitch!"

      "You cut me to the quick!  I am capable of looking
after Penny without getting in her pants."

      "You have to promise me that you will look after
her and not seduce her!"

      "Mary you can trust me."

      The rest of the conversation was about making
arrangements to fly back to St. Louis, Missouri.
Over the next couple of days Mom made her
reservations and we packed our clothes, Mom for her
trip and me to move into Maxine's apartment for the
duration of Mom's stay at her sisters.  Maxine and I
drove her to the airport and saw her off.

      Maxine took me out for dinner that evening.  I
was curious about the conversation I had over heard
about me staying with her.  I have to admit that I
was an innocent twelve-year-old at the time.

      I knew very little about the physical changes I
was undergoing.  Mom had told me about what was
about to happen to my body, so I didn't panic when I
discovered bloody spots in my panties, and when my
breasts started to grow there was some discomfort
and I massaged them nightly.  I had also discovered
the pleasures of masturbation.

      Maxine had been my mother's best friend for
many years.  I had always thought it was strange that
my mother was friends with her.  She was at least in
her fifties, and at least twenty years older than
Mom.  She preferred to be called Max.  She was a
natural blonde that was starting to turn gray at the
temples and she wore her hair in a ponytail.  It was
obvious that she had rather large breasts but she
tended to wear T-shirts and jeans or shorts most of
the time.  I rarely ever saw her in a dress.  She was
the office manager for the fifty-unit apartment so
that was her fulltime job.

      When we got to her apartment, she cleared out a
couple of drawers for me to put my clothes in.  It
didn't even dawn on me to ask where I was going to
sleep.  I noticed that there were four framed
portrait photographs of four attractive women.
When we returned to the living-room we talked about
small stuff like my school and movies we liked until
bed time.

      Come bedtime, she allowed me to bathe and use
the bathroom first.  When I emerged from the
bathroom I was in my pajamas.

      The covers were pulled back on her double bed,
and the bedside lamps were on.  She tucked me in,
before taking her shower and such.  When she
returned to the bedroom, she was wearing a short
nightgown.  As she got into the bed on the other side
of the bed.  I had never seen her upper arms before.

      I could see the tattoos through the sheer
nightgown.  There were portraits of one of the
women in the pictures on her dresser on her left
shoulder.  One of the other women on the right
shoulder.  I had to ask, "Who are the women?"

      Max pointed at the left shoulder, "They are very
close friends."

      Although she didn't say that she was a lesbian I
got the impression that she was implying that she
was a lesbian.

      (I had heard girls gossiping about other girls or
about teachers being lesbians, and I had a notion
about what lesbians did, but wasn't sure that anyone
actually did things like that.)

      "I overheard Mother telling you not to seduce
me.  Are you a lesbian, and is it true that women do
the things I have heard girls talking about?"

      "It is rather presumptuous of you to ask someone
if they are a lesbian, but in truth I am a lesbian, and
not knowing what you have heard I can't confirm or
deny what you have heard."

      "I have heard girls at school talking about having
seen other girls licking other girl's pussy and stuff
like that."

     Max chuckled, "Your friends may have been telling
the truth about what they saw or actually been
describing what they had done.  Licking pussies is
only a part of what women can do to each other.  If I
hasn't promised your mother not to seduce you, I
would have been willing to show you what girls can do
to each other."

      Her statement gave me a moment pause.  She was
saying she would like to seduce me, but she had
promised Mother that she wouldn't seduce me.
There was the implication that she wouldn't object if
I seduced her.  I felt empowered to find out, so I
placed my hand on her right breasts and gave it a
squeeze.

      Maxine didn't object or make a move to remove
my hand.  I grew bolder and slipped my hand down
the front of her nightgown and pull out her big soft
breast and then pulled out the other breast.  I
leaned over and took the nipple on her right tit into
my mouth.  While I sucked on her nipple, I used my
right hand to play with the other tit.

      Maxine didn't say anything, but she did place her
hand on the back of my head and stroked my hair.
That was all of the encouragement I needed.  I
moved my right hand down her body and right leg
until my hand reached naked flesh.  Then I started
moving my hand up the inside of her thigh taking her
nightgown up along her leg until my hand reached her
crotch.  I felt the bulge of her pubic bone and was
surprised to feel only soft flesh.

      (I had seen my mother's crotch many times and
knew that she had a triangle of dark hairs covering
her pussy).

      "I thought that all adult women had hairy
crotches?"

      Maxine smiled, "I shave my crotch whenever I
can feel stubble down there."

      "Why do you do that?"

      With a smile on her face she continued, "I'm
aware that young girls look upon their pubic hair as a
badge of honor as proof that they are adults; but
when you are an adult you envy the smooth pussy of
young girls.  And some women don't like getting pubic
hairs caught between their teeth."

      I found the image of a woman trying o pluck hairs
from between their teeth amusing.  I pulled her
nightgown up above her waist so that I could get a
better look at her pussy.  Unlike my own pussy being
a puffy slit, her pussy had a two-inch ridge sticking
out that ended in a pea sized knob clit with a ruffled
labia minor protruding beyond her labia majora.  I
was able to see into her gapping vagina.  I even saw
the hole that was obviously her urethra.

      (It was a lot different looking at a real woman's
pussy than looking at a drawing in textbook.)

      My face was close enough to smell her pussy and
feel the warmth of the humid flesh of her pussy.  I
stuck out my tongue and licked her pussy from the
bottom of the crack past her vagina to her stiff clit.
Her body jerked when my tongue touched her clit.

      Maxine started moaning and she placed her hands
on the back of my head and pressed my face against
her pussy, while gyrating her hips around.  My face
was being covered with the slimy discharged from
her pussy.  When I looked up at her face, she smiled
at me.  "You are doing great job honey, why don't you
come up here and let me do the same to you?"

      I crawled up her body to lay on top of her and I
kissed her.  Maxine rolled me over onto my back.  She
started proving the inside of my mouth with her
tongue before she turned her attention to my little
A-sized tits, and was able to take all of a tit into her
mouth.  By the time she was finished sucking on my
tits they were both red.  I watched her move down
my body to lay between my legs.

      She placed both hands under my butt and lifted
my ass off of the bed she licked my little clamshell
before she spit on it.  Then she drove her tongue
between the opening.  When her tongue touched my
little clit, it was like I had received an electrical
shock.  It traveled through my body and my toes
were pointed towards the foot of the bed.  It was all
I could do to keep breathing.  I actually squirted
when I had an orgasm.  When my body stopped
quivering, I felt so relaxed I could have fallen asleep
right away, but Max was not finished.

      She curled me up like she was trying to make me
into a ball.  My butt was up in the air and I was
resting on my shoulders, looking up at her face as she
dribbled spit from her mouth onto my asshole.  I
watched her stick out her tongue and stab at my
asshole.

      I couldn't believe that she would actually like to
lick and smell my asshole.  I had always thought a
person's asshole was so nasty.  Here was an adult
woman stabbing at my asshole with her tongue and
from the look on her face she must be enjoying it.
As uncomfortable as the position I was in I
eventually had a second orgasm.  When it was over,
she gathered me up in her arms and we kissed while
clinging to each other.

      In the morning Maxine got up first and when she
returned from the bathroom, she was wearing a
house robe.  She leaned over me and kissed me.
"Honey what would you like for breakfast?"

      I gave her a wicked smile, "Pussy."

      "Be serious, we can do that later!  I'm going to
make breakfast while you get ready."

      "I don't care, cereal is fine with me."

      "I was thinking that I would make pancakes with
scrambled eggs."

      "That is fine with me."

      She kissed me again and gave my butt a swat
before she headed for the door.

      I headed for the bathroom and peed before
brushing m teeth and brushed my hair.  It was a cool
morning so I put on one of her robes before heading
to the kitchen.  Maxine was mixing the batter when I
entered and she said, "Make yourself useful and
crack some eggs in a bowl.  The grill was already hot
and she poured four pancakes.  She added chopped
onions and bell peppers along with salt and pepper to
the eggs before pouring the eggs on the grill.  She
rolled the eggs and divided them into two portions
before turning the pancake.  She platted the eggs
and the pancakes before pouring six more pancakes.

      We had coffee with the breakfast and I
surprised myself by putting away a half dozen
pancakes.  After we cleaned up the mess we decided
to return to the bedroom.

      As soon as we entered her bedroom Maxine went
directly to her beside chest and pulled out the
bottom drawer and dumped the contents on top of
her bed.  It was obvious that some of them were
replicas of male penises, but I wondered what some
of the items were used for.  I couldn't resist
touching the items and asking, "What are these
things used for?"

      Maxine picked up one of the phallic replicas and
stroked the shaft with her fingers as she said, "We
can use these to masturbate each other to orgasm."

      As she pointed to the long latex flesh colored
double headed dildo she said, "That one we can insert
into our pussies at the same time to fuck each
other."

      There were strings of a variety of sized heads
ranging from marble sized to some almost the size of
tennis balls, and there were some conical devices
that flared out and then tapered to a very small
diameter before they ended in base.  I asked, "What
are these things used for?"

      Maxine picked up a string of beads and as she
rolled through her fingers said, you stuff the beads
into your vagina or asshole, and while masturbating
you pull the beads out slowly."

      "Even the large ones?"

      "Yes, honey gals like me are able to take the large
one."

      I had a hard time believing anyone could put
something the size of a tennis ball up their asshole,
let alone as many five of them.  There were some of
the conical devices that flared out to even larger
diameters.

      Maxine saw the look on my face as I looked at
the items, as she picked up the largest conical
devices and as she stroked it, she said, "These things
are butt plugs."

     I watched in amusement as she picked up a string
of beads that were about one inch in diameter and
stuffed them into her vagina one after another until
she had all five stuffed into her cunt.  Then she
selected a butt plug that was as big around as my fist
and stuffed it up her asshole.  He sat on the bed and
laid back and used her right hand to masturbate her
clit while she used her last hand to start pulling out
the beads slowly.  Her eyed glazed over as she
masturbated and she was making animalistic sounds
as the beads popped out of her cunt.

      When she recovered, she calmly stated, "When
I'm particularly randy I sometimes go shopping
without panties on and have a butt plug in my ass."

      I marveled at the statement.  I pictured in my
mind of her walking down the isle of a grocery store
and bending over to pick up can goods with her as
visible and seeing that pink rubber elongated base
wedged between her butt cheeks.  While I was
picturing her doing that, I was brought back to
reality by Maxine grabbing my wrist and slamming my
hand into her clit as she cried out, "Oh my GAWD,
I'M CUMMING!"

      When she recovered, she suggested, "Would like
me to instruct you on the use of my sex toys?

      "Yes, Please!"

      She picked up a small battery powered dildo and
she applied a clear lubricant to the dildo and rubbed
it up and down the valley of my cunt and when it
touched my clit it sent my body to quivering
uncontrollably.  They she sought out my vagina and
slowly inverted it into my vagina.  There was a
moment of sharp pain as she forced it through my
hymen but when the toy was all the way in, she
turned up the power and the vibration sent my body
to quivering.  I was moaning with pleasure, as Maxine
covered my mouth with her own.

      The kiss lasted throughout my orgasm.  The buzz
of the dildo was becoming too much and I asked her
to turn it off, but when she tried to pull it out, I
grabbed her wrist and prevented her removing it.  I
wanted to enjoy the feeling of it in me as long as
possible.

      Over the next few days and knights I was
introduced to the use of the beads and butt plugs.
By the time Mother called to tell us that she would
be coming home the next evening and the time of her
arrival, I was a confirmed carpet muncher.  I was
sleeping with Max every night and when we got home
from school and work, we made full use of all of her
sex toys.  We stretched it my pussy and asshole
enough to accept all but the very largest heads, but
plugs and dildos.

      Max and I were at the airport in plenty of time
to meet her.  As soon as we arrived, we checked to
arrival board and sure enough there was a half hour
delay.  We headed to the restaurant and bought
popcorn and soft drinks to munch on while we waited.
By the time her flight finally disembarked it was an
hour late.

      We excitedly awaited her exit from the gate.  As
soon as we saw her pass through the gate the three
of us into each-other's arms for a loud reunion
including hugs and kisses.  As soon as we recovered
her luggage, we made our way to the parking
structure.  One the ride home Mom told us all about
her sister's recovery, before she inquired about how
we had gotten along.

      We assured her that we had a good time and I
had done well at school.  We helped her unpack her
suitcase and put her clothes away.  We were still on a
high, so we agreed to go out for dinner.  We headed
to a local Italian restaurant for a fort food dinner of
lasagna, Chianti red wine with cappuccino with
cinnolines for desert.  When we returned home, we
were full and in a good mood.

     We gathered in front of the fireplace and started
talking.  It starts out about how good the meal was,
but suddenly Mom asked, "Okay Max did you wait at
least a day before you seduced Penny?"

      Maxine sputtered before saying, "Mary, how can
you cause me of doing something like that?"

      "I know you too well!"

      Being a foolish girl, I felt the need to defend
Maxine.  "MOM, MAX DIDN'T SEDUCE ME!  I
SEDUCED HER!"

      Mom's face looked startled, "Penny, what are you
talking about?"

      "I have suspected that Maxine was a lesbian for
years and have suspected that you have been having
sex with her for long time.  I figured that she was
the best person to teach me about sex."

      It was like time stopped for a while.  It was so
quiet you could have heard a pin drop.

      Mom regained her composure, "I didn't want to
influence your sexual choices, but I suspected that if
I left you in Max's care that she couldn't resist
getting into your pants.  I love her dearly but Max
hasn't had a monogamous relationship longer than a
year."

      Maxine interjected, "YOU BITCH!  I've had a
couple of relationships for more than a year."

      "Which ones"

      "There was the mother of my best friend Mrs.
Moore.  I was fucking her all the way through high
school.  The other one was my college history
professor Ms. Williams.  I lived with her for three
years."

      Mom had a sly smile, "So, did you brake out all of
your toys to bring Penny out?"

      "You know me too well!  Penny is almost able to
enjoy the largest of my toys."

      `Why don't you show me what you have taught my
daughter?"

      Maxine's eyes flashed a look in my direction and
returned to look at Mom.  "Are you serious?"

       "Of course, I am."

      Maxine looked at m and asked, "Do you want to do
what she wants in front of your mother?"

      The urge to shock my mother welled up in me,
Why not?  All this talk about sex has turned me on!"

      I got up and approached Maxine and sat on her
lap, and took hold of her wrists and placed her hands
on my bedding breasts.  I had to lean back rest my
head on her shoulder and turn my head to kiss her on
the mouth.  I looked at my mother's face to see what
her reaction would be.

      Mom had a sardonic look on her face; and she had
her left hand cupping her right breast and her right
hand was resting on her lap and was rubbing her
crotch slowly.  While Maxine started undressing me
slowly.

      She removed my blouse and unfastened my skirt.
I had to stand long enough for us to remove my skirt.
I slipped off my palette slippers, while Maxine stated
removing my slip.  When I stepped out of the slip, I
was only wearing hip hugger panties.  There was no
need for me to wear a bra because my breasts were
just little pear-shaped buds' barley a B-cup.

      Maxine started rolling down my panties before
she pulled me back onto her lap.  She finished pulling
them free of my legs.  Once I was totally naked, she
kissed me on my shoulder as she started rubbing her
hands all over my body.  She stroked the fine
tentacles of dark pubic hairs and pulled the hairs up
to show my mother their total length of her pubic
hairs.  She even spread my labia wide open to expose
my vagina.  She toyed with my little clitoris before
she inserted two fingers into my vagina and started
masturbating me.  Mother had pulled up her dress
and pulled her panties aside so that she could
masturbate herself.

      It wasn't long before I closed my eyes and
experiences a strong orgasm.  When I opened my
eyes mother's yes were closed and she was breathing
hard as she experienced her own orgasm.  I had as
strong desire to taste my mother's cum.

      I got off Maxine's lap and knelt between
Mother's legs and placed my hands on her thighs as I
pressed my face in her hairy crotch and mapped up
her fluids.  Mother moaned and stroke my hair, as I
lapped up her fluid until Mother experienced a
second orgasm.

      As soon as she recovered, she pulled me up and
had me stand on her chair straddle of her hips.  She
placed her hands on my butt, and pulled my body
against her face.  She drove me crazy with her
tongue as she brought me to another orgasm.

      There was a lot of hugging and exclamations of
love as the three of us retreated to the bedroom.
Mother fucked me with one of her own dildos while I
ate Maxine's pussy.  I was an exhausted girl by
morning.  All I wanted to do was sleep the next day.

      I entered a glorious period where I couldn't get
enough sex from my mother and Maxine.

      On one occasion the three of us got dressed in
our summer dresses and went shopping and lunch at a
fashionable restaurant, sans panties with butt plugs
firmly in place.  We stopped at `Victoria Secrets' to
select sex underwear and it was delicious to feel the
plug up my ass while selecting undergarments.  At one
point I even deliberately bent over with my butt
facing the young woman sales clerk.  I was well aware
that the skirt was short enough to exposed my butt
to the clerk.  I was amused by the expression on her
face when I straightened up and turned to face her.
I knew that she had seen the red jeweled base of
the butt plug.  She even winked at me.  I was
delighted at the reaction and couldn't resist taking
her hand and pulling her hand between my legs and
asked her, "Would you like to join us for---dinner?"

      The young clerk's eyes took a furtive glance in
the direction of the older clerk and at my mother
and Maxine before smiling and whispering, "I get off
at five."

      "We will be looking forward to seeing you T
quitting time."

      True to my word the three of us were waiting
outside the shop come quitting time.  After I
introduce her to Maxine and my mother, an she told
us that her name was Beverly.  Maxine drove us to
her home.  While Beverly and I were in the back seat.
She whispered in my ear, "Is she really your
Mother?"

      I assured, "She is really my mother! And Max is
our lover!"

      I started making out with her and feeling her up.
I got to study what she looked like.  She was a pretty
brunette with startling blue-gray eyes.  Her had a
face that was very pretty.  I soon had her blouse
open and pushed up her bra to expose her tits.  They
were a perfect C-cup with dark brown areolas with
nipples as large as any I has seen.  While I sucked on
her nipples, I ran my hand under her skirt and
rubbed the crotch of her panties until the were
sopping wet.  I pulled her panties aside and started
finger fucking her.  I brought her to an orgasm
before we arrived at Marine `s place.

      Mother insisted on allowing Beverly to wash up
while Maxine and he made dinner for the four of us.
I washed my hands as well.

      Over dinner we learned that Beverly was a college
student and she was twenty years old.  Maxine and
Mother enjoyed watching me sucking Beverly's hairy
cunt while they masturbated each other.  We even
formed a daisy chain to suck pussies.  Beverly and I
were both fucked my Maxine and Mother before the
evening was over.

      By the time I entered high school I was very
skilled at identifying girls and women I could seduce,
but Maxine and Mother were first and foremost my
lovers.



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