4 comments/ 27005 views/ 22 favorites Parental Guidance By: RonCabo He looked down before entering her and gazed upon her magnificent breasts. Even supine, they weren't much flattened. At fifteen years his junior, she was really more than he could handle, but he loved trying, and he loved her. She was insatiable—perfect for him because he could have her whenever he wanted, but not so much for her because it was not nearly often enough for her. She wrapped her legs around his back. "Are you waiting for an invitation?" she asked urgently. Snapping back to reality, he uttered, "Sorry." He slid his large cock into her. The thrill of his glorious tool easing inside of her was her tradeoff for not having it as frequently as she would like. He was a good man and she loved him. "That's it, baby. Fuck me good." He thrived on the encouragement she gave him. Beyond that, every time he made love to her was like doing it for the first time. Her vagina engulfed his cock in a warm, gentle embrace. He could probably come by nothing more than just being inside her. With those toned legs still wrapped around him, she used her calves to coax him to thrust faster. But just that quick, she halted. "What was that?" she whispered in his ear. John lifted his head up to hear. "Is that Barry home already? He's early," his wife, Elizabeth, noted. Barry was John's 20 year-old son, her stepson. "Sounds like him," John agreed. "Must have struck out again, poor guy. He has no luck with women." "I don't think it's a lack of luck," Elizabeth countered. "I think he just needs encouragement, maybe even some instruction, or at least, pointers." "You might be right. Maybe—" "Uh, could we finish what we're doing first?" she huffed. "Oh. Yeah." John went back to his slow, deliberate thrusting. "Mmmhmmmm," Elizabeth purred. Additional whimpered sounds of pleasure followed. She threw her head back to allow euphoria to take hold, but suddenly, something distracted her. Out of the corner of her eye, she caught a glimpse of slight movement outside of their bedroom door. "He's watching us," she whispered in his ear in a slightly frustrated tone, although she really was not. It was actually something of a turn on that they had a voyeur. "I'll have to have a talk with him," John said, beginning to pull out of her. "No, finish me." "With him watching?" "I don't care!" So, he complied, albeit as quickly as he could. She had her orgasm. It was mostly satisfying, though only marginally better than masturbation. John allowed her a few moments to recover before asking, "So, what should I say to him?" "You need to find out how he talks to girls, how he treats them, how he interacts with them. You also need to consider that it might not be him. It might be the women he picks." She felt his cock gradually slide out of her pussy by deflating. "Sounds like you ought to be the one to talk to him." "I would, but you should try first. He might not want to talk to me about that." Elizabeth actually got along well with Barry, but she wasn't certain if it was well enough to have that kind of discussion. "What advice should I offer?" "I don't know. It depends on what he says. If nothing is obvious, just tell him you want to help and you'll think about solutions and get back to him. Then you and I can discuss it and maybe come up with something." "Okay. Good." * * * In the comfort of his bed under the covers in his darkened room with the door closed, Barry eased his shorts down below his scrotum and took a firm hold of his raging hard-on. With the image of his beautiful stepmother nude in his mind, he gently moved his hand up and down his shaft. He'd never actually seen her completely nude, but he'd glimpsed enough that his mind could assimilate the missing pieces. She had the most perfect body he had ever seen on a woman. Her tits were as round as could be, and while it occurred to him that they might not be completely real, he didn't care. Her legs were long, shapely and nicely tanned, atop which sat a gorgeous ass. How his fifty year-old dad had managed to find, attract and marry such a dazzling 35 year-old woman was beyond Barry's comprehension, but he had. And more importantly, from what he could tell, his stepmom, Elizabeth, seemed to genuinely care for his dad. And that brought in the next image to his mind of the two of them fucking. Barry had heard the squishing sounds of their copulation along with Elizabeth's moaning and cooing, and replaced his dad with himself. That vision and a couple of spits of saliva in his palm brought him over the edge. He quickly placed a hand towel he'd kept handy over his dick and spurted a nice relieving load into it. With a smile on his face, he cleaned the residue off of him, dropped the towel on the floor, let out a slow deep breath and drifted off to sleep with a picture of Elizabeth in his head. * * * The next morning was Saturday and everyone slept in. John was first to awaken. He eased his feet to the floor, closed the door to their bedroom, and returned to the warmth and comfort of their bed. Gently, he pulled the covers down just far enough to expose Elizabeth's magnificent breasts and gazed lovingly at them as though they were exquisite works of art—and in a sense they were. The longer John allowed his eyes to feast on those perfect orbs, the larger his cock grew. Aside from the pleasantry of the view, that was his ulterior motive. He wanted to arouse himself to again make love to his wife to make up for their haphazard interrupted copulation last night. Now he reached the point where his mouth salivated for her savory nipples. He leaned in and tenderly kissed the nearest one before sucking it between his lips. While doing that, his pointed tongue made circles on the flat end of her nipple. Elizabeth had sensitive nipples and her husband's mouth action nudged her to wakefulness. A huge smile formed on her lips. She loved being awakened via sexual means. She tilted her frame toward him and thrust her other breast out to entice him to give that one equal attention. He eagerly complied. After only a couple of minutes, Elizabeth grinned and said, "Come here, you." And with that, she rolled him over onto his back, climbed aboard, grabbed his cock and stuffed it into her pussy. "Mmmmmhhmmmm." It was her standard response when he first entered her. She set about riding him with complete abandon, moving her hips forward and back for a few minutes and then rotating in circles. John actually loved her on top. He loved to prop his head up enough to see her abdomen pumping and her pussy moving around on his cock, not to mention her breasts bouncing. And then there was the intense concentration on her beautiful face as she whipped her head around, her chestnut-colored hair tussled from sleeping flapping up and down. Fortunately, Elizabeth was a quick comer. She was always so horny, it didn't take much for her to reach orgasm. The other positive aspect of her being on top was that she could control the action to bring herself off in the manner she wanted, which always seemed to satisfy her. Another benefit of her climaxing so rapidly was that in this position with all of her gyrations, John would come quickly also. He always tried to hold off until she was finished and this morning he succeeded, hosing her vagina with a flow of hot, steamy semen. Sometimes she even had a second mini orgasm when he did that because she loved the feel of the liquid jets blasting her inner walls. This morning was no different. When she felt his penis finally deflate, Elizabeth rolled off of him onto her back beside him. Turning her head, she kissed him on the cheek. "Good morning!" she greeted enthusiastically with a big smile. "I love starting the day like this." "So you've mentioned a thousand times," John responded jovially. Both arose and went through their normal morning routine, showering and dressing. Exiting their bedroom for the kitchen, Elizabeth noted as they passed Barry's room, "Sounds like he's awake." "I'll bring him coffee and have the talk." * * * Because he had gone to bed so early, Barry didn't sleep as late as he might otherwise on a Saturday morning. When he heard the door to his parents' room close, he knew it was so his dad could attempt to satisfy his insatiable stepmother. He'd overheard her say many times how much sex she needed, but he didn't know how successful his dad was in providing it. The fact that they were still together must be some indication. Even though he wouldn't be able to see anything, Barry hurried out of his room and down the hall to at least listen outside their door. He loved to hear Elizabeth emit all of the sounds she did during sex, but this morning they were especially quiet—probably for his benefit—so he sauntered back to his room and closed the door. With nothing to stimulate another handjob, he merely laid back down. He used the time to ponder what had gone wrong last night. Daphne was an attractive girl. Their light dinner and drinks at the nightclub they'd gone to were enjoyable, but when she invited him into her dorm room was when it all went to hell. He became nervous about performing and couldn't maintain his erection and just that quick, the night was over. Same scenario, different girl. The problem was, he didn't know what to do about it. However, before he could ruminate further, there was a knock on the door. "Come in," he said, envisioning his stepmom standing there in the most revealing outfit, but not at all disappointed that it was instead his dad bearing a cup of coffee. "Morning, son," John greeted, holding out the cup. Accepting it, Barry said, "Hey, dad. Thanks." Without preamble, John asked, "So, did you enjoy the show last night?" Frowning, Barry answered, "I didn't go to any show last night." "I think we both know what I'm talking about. The show you watched after you came home." Barry was silent, but his expression admitted his guilt. "I know we should have closed our door, but then we really didn't expect you home so early." John sat at the foot of his son's bed. "What's up with that? Thought you had a hot date?" Barry pursed his lips and rolled his eyes. "It was until she invited me to her room." "Struck out?" "Guess it just wasn't meant to be," he remarked, shrugging it off. "Sounds like there may be more to it than that. Want to talk about it?" "There's not much to talk about," Barry said, taking his first sip. "Maybe if you told me about it in greater detail, I could help you out. Give you some pointers." Knowing his son had an eye for Elizabeth, John added, "I think I've done well for myself." That actually resonated with Barry. When his dad asked if he wanted to talk about it, his first thought was what could he possibly say. But however his father had done it—still a mystery to Barry—he had, in fact, landed one hell of a catch. After a deep breath, Barry explained, "I seem to get nervous when push comes to shove. Last night, we had dinner and I think I was perfectly charming. After that, we went to a nightclub, danced a little and really seemed to connect. And then, she invited me to her dorm room and I started getting nervous about performing and satisfying her and I had a difficult time keeping a hard-on, and before I knew it, she was escorting me to the door as much as saying don't call me, I'll call you. That'll never happen." He heaved a heavy sigh of frustration. "Has that happened before?" his dad wanted to know. "More often than not." Nodding his understanding, John asked, "Have you ever gone all the way?" "A couple of times, but then I came prematurely. It was a girl I actually had a second date with. The first time she cut me some slack, but after the next time, she wouldn't even take my calls." Pensively, John said, "So, it sounds like you just need to build your confidence up." "At the very least." "Okay, well, that's not an insurmountable problem," John said, taking his wife's advice. "I'm going to mull it over for a bit and come up with the best solution and we'll talk again later. How's that?" "You really think you can help?" Barry asked hopefully. "Of course," John assured, standing and patting his son on the shoulder. "We'll talk again later," he repeated. * * * John returned to the kitchen to find Elizabeth sitting on a stool. Despite having that incredible body, she did not show it off with slutty clothes. Sometimes, that was a disappointment—at least around the house—but otherwise, it was refreshing that she didn't feel the need to make a spectacle of herself. She wore loose-fitting jeans and a pullover top that, while tighter than her pants, was not form-fitting. Her only reveal was that her shirt was somewhat low-cut. Despite all of that, she was still sexy as all hell. "Well," John began. But Elizabeth held up her hand to halt him. With a mischievous look, she explained, "Sorry, I eavesdropped since you left his door open." She offered a shamefaced grin. He gave her a stern look, but only playfully. "So, what do you think?" "Sounds like he over thinks doing it instead of just going in there and doing it," Elizabeth diagnosed. "We need to instill the courage in him to just go in and do it instead of thinking about it first." "And how do we instill that courage?" "Give him tips and pointers on what to do so he'll have the confidence to do it." "I can do that, but there's no way to know if he'd be doing it correctly. It's not like when I taught him to drive a car and was sitting there next to him showing him exactly what to do." John shrugged and smirked. "Hell, we ought to just leave our door open and let him watch!" He wasn't looking at his wife when he said that, but when he did glance at her he saw the look of stupefaction on her face. "Okay, I wasn't really serious." "Actually, I'm more stunned that you really said that," Elizabeth admitted, "than that you would really allow it. Truthfully, it's a good idea." "You would be okay with him watching us?" Now, it was John's turn to be stunned. "He's already done that," she reminded, matter-of-factly. "And I'd wager he's done it more than the one time we caught him. As it is, I think he undresses me with his eyes when he looks at me. So, what the hell?" What Elizabeth didn't say was that the thought of allowing Barry to watch them was erotic, and if she thought her husband would do it, she'd take him back to the bedroom and fuck him again. But she knew, for him, it was too soon since they had just done it a couple of hours ago. "Do you want me to talk to him about the way he looks at you?" "No, no" she answered with a smile. "It's actually kind of flattering. He's a young man who is probably always horny as all hell. Except for the young man part, I can relate to that. He probably does that to a lot of women." John shot her another stern look knowing her relate remark was a jibe at him. "So, you want me to tell him he can come watch us?" There was skepticism in his voice. He had been truthful in saying that he hadn't really been serious when he made the statement, and though it actually did make sense, the peculiarity of it made him uncomfortable. "I'm not getting the sense that you're completely on board with the idea." "It is a little kinky inviting a 20 year-old child in to watch you have sex." Grinning, Elizabeth said, "I like kinky." "Okay," John reluctantly replied. * * * However, John waited a few hours before returning to Barry's room. He wanted to think about having his son watch to make certain he was okay with it before making the offer. He never really was sure about it, but knowing his wife, he approached Barry anyway. "Well, believe it or not," John began, "I think we have a solution." Looking up sharply, Barry asked, "We?" "Elizabeth and I." "You told her?" "She's closer to your age. I thought she might have some insight." Somewhat abashed, Barry asked, "Oh, dad. That's embarrassing." After a deep breath, he asked, "Okay. So, what did you come up with?" "We believe that you might be over-thinking performing with a woman instead of just doing it. So, we want to build up your courage by making certain you really know what you're doing so you'll just go in there and do instead of having to worry about." John paused for a reaction and he could see that his son was considering what he had said. "That actually makes sense," Barry admitted. "And how do we go about that?" "By having you watch us," John stated flatly and casually. "What? Are you serious?" "Well, it isn't like you haven't already watched us many times," John shot back. "It wasn't many," Barry disputed. "Maybe a couple. And only because I heard something and checked it out. And you did leave your door slightly open. I mean, I might have watched for a minute or so. I certainly didn't stand there and watch the entire time." With a grin and an expression of disbelief, John said, "Okay, if that makes you feel better. So, what do you think of my proposal?" "You mean actually come in your room, sit down and watch?" Barry clarified skeptically. "Sit, stand, however you're most comfortable." "I don't know," Barry said with a grimace, squirming uncomfortably on his bed. "It just seems a little weird." John nodded. "Did to me also at first. But I warmed up to it. I'm not going to force you. Think about it. We'll leave the door ajar and you can just come on in if you want to." Barry nodded and John left. His head spinning, Barry contemplated his dad's offer. While it would be incredible to watch Elizabeth get fucked—not from the doorway as he had observed before but up close and personal—would be a thousand times better than a porno flick. And to see her totally nude would be a dream come true. However, to also be watching his father having sex . . . how uncomfortable and awkward would that be? He'd never seen his dad in anything less than underwear—except for the few times he had spied on them having sex. And at that, they had been in bed so he really hadn't seen much. It was all Barry could think of the rest of the day. But he never could decide what to do. Fortunately, his dad and stepmom went out to dinner, so he didn't have to sit through a meal with them with that on everyone's mind. On the other hand, the visualization of what he could possibly see Elizabeth do in his mind all afternoon had him so horny by evening that he found himself drifting toward his dad's and her bedroom when he heard the first sounds of their bed play. He stopped just outside where he normally did to peek—even though this time the door was wide open—and watched. Elizabeth was on her back with her legs spread and his dad was at the foot of the bed bent over licking her pussy. She was moaning and making sounds such as if she was eating a really good meal. Barry involuntarily moved to the other side of the doorway for a better view, and when he saw his stepmom's gaping pussy, wet with his father's saliva, he couldn't help but suck in his breath, making his own sound. John turned his head and Elizabeth turned hers. She grinned, but he appeared more apprehensive. "Come on in," Elizabeth beckoned. John merely gestured with a sweep of his head. Barry's eyes were too busy glued to her gorgeous pussy to notice her tap his dad on the side of the head. Her nod that followed was to urge her husband to offer commentary. Clearing his throat, John said as Elizabeth sat up, "Weren't sure you were coming so we kind of got started, but we'll start over with a little kissing." Parental Guidance Suggested NOTE: This is a fantasy intended for the entertainment of adults. "Dad! I wish you wouldn't walk in on me like that!" "What's up, son? Oh, I see what's up!" he snickered. "Spanking the monkey again, are you, boy? Nothing wrong with that." Wally threw a pillow over his lower body and rolled his eyes. "Geez, Dad," he sighed. "Well, then, will you let me finish...?" Problem was, in his little fantasy, he had the girl undressed and in his bedroom. If his dad wouldn't go away, he'd have to pick her up at her house and probably meet her parents all over again... "Only thing is, I thought we agreed that you'd get as many girls as possible in your room, here, so you wouldn't have to do it so much yourself!" said Chad, Wally's father. "You're what — eighteen, aren'tcha? Senior year? You're at your goddamn sexual peak, son!" "Yeah, but, Dad, finding a girl who's willing ... I mean, it ain't easy...!" pleaded Wally, hoping his dad would go away so he could resume his jerkoff. "Oh, bullshit!" barked Chad, giving his son a big smile as he tossed him his jeans. "Put these on and let's you and me go to the mall. There'll be pussy there that'll beg for your meat. Real high-quality pieces of ass, too, young man!" "Dad, it's weird when you talk like that!" letting the jeans fall to the floor as he tried once again to hide his arousal under the covers. "What's weird about it? That I like pussy?" laughed Chad. "Son, it'd be weird if I didn't like pussy! And tits. God, son, how I love big tits!" "Really?" said Wally, his eyes widening. "Have you...ever touched any really big tits, Dad?" "Jesus, son!" snorted his father. "You don't remember your mother at all, do you?" he said, his hand wandering down to his own package at the memory. "Joyce had the biggest tits in eight counties. And she loved showing 'em off. Every man who came near her wanted those big, big titties. But she saved 'em for me." Chad's eyes went dreamy, and his finger seemed to tweak the memory of his late wife's hardening nipples in mid-air. Wally nearly started his jerkoff again, whether his dad was there or not. "Jesus Christ, Dad! That must be why I like girls with big boobies the best," said Wally. "Fuckin' A right, it is!" said Chad, sentimentally wiping a tear from his cheek. "Goddamn it--thinking of your mama's big mams makes me horny. Let's find us some girls with big knockers! One for me and one for you!" "Are you serious?" said Chad, leaping out of bed and reaching for his pants. "Damn right I am!" said Chad, pulling out his car keys with one hand and continuing to massage his package with the other. "Let's hang out in front of that WOMAN OF SUBSTANCE store...." "Hang out? Dad!" said Wally, running after his father, embarrassed at the double entendre that his father probably wasn't even aware of. "Is ... is that the store that sells real big bras?" said Wally, now hurrying. "Great idea, Dad!" "'Cause girls who need big bras...." teased the father. "...are girls who got big tits!" laughed the son. They nearly ran over each other running for the car. --------------------- "Honey, I don't think I even know how to measure you for a bra!" said Lorraine. "You know I've never worn one..." she told her daughter, smiling wickedly. "Yes, I do know that, Mom!" giggled Julie. "And just look at your tits!" "Yeah, look at 'em!" Lorraine said, holding her monumental breasts high. "That joke people make about how if you don't wear a bra, your tits will sag to your knees?" said Julie, with great admiration. "You prove it's not true!" "That's right, baby," said Lorraine, running her hands around their considerable circumference. "My tits have been this big since I was fourteen, and they stand up on their own just fine!" "How come you never wore a bra, Mom?" asked Julie, with wonder in her voice. "Oh, your father absolutely forbid them!" said Lorraine with a smile, still feeling herself up as she spoke. "He loved that bra-less look. He loved the way they bounced, the way my hard nipples seemed to poke through T-shirts, the way other men would look at my tits with hunger in their eyes. He adored the way they jiggled a couple of inches up and down even when I was standing still, just breathing. He liked seeing the creases in my shirt. The way they made a big deal of the difference between my little-bitty waist and my big big tits, you know? The front of the shirt would be smooth — drum tight, except for the nipple poking through — and there'd be a hundred and twelve creases tucked into my tight jeans! Your father loved all that! I never wore a bra in high school because I liked the attention. And when we got married, well, they were against your father's rules!" "But Mama, I want a bra," said Julie with a hint of a whine in her voice. "A nice big bra would really help show off my nice cleavage," she explained, as she reached in to stroke between her mother's big boobs to illustrate. "Careful, baby," laughed Lorraine. "I'm no lezzie, but these big babies are so sensitive that anybody who touches 'em is gonna make my pussy wet! OK, I'll try to measure you so we can pick out something nice and sexy at that bra store. The one that's supposed to be for big gals like us! Pull off that T-shirt." Luscious Lorraine bounced off to find her sewing measuring tape. Julie peeled the tight, tight T-shirt off her own big round boobs. She sighed as she admired their smooth curves and massive size. She was glad she took after her mother in the boob department. Lorraine had told her daughter many, many times that her own early and massive bust development made everyone assume she was the town slut. So Julie's mother didn't disappoint them! She fucked anything and everything from high school on, and was proud to be a slut even today. Now she wanted her gorgeously stacked daughter Julie to follow in her footsteps. And eighteen-year-old Julie had the just the right kind of equipment up front to do just that. "Here we go!" sang Lorraine and she shimmied back into the family living room. Julie laughed when she saw that her mother had unveiled her massive titties and was holding the cloth measuring tape between them as she held them up with her hands! "Do you mind, dear?" asked Lorraine. "I just know seeing how big your boobies are will make my tits sprout big nipple hard-ons, and might even make my pussy wet, so I stripped off." "I don't mind at all, Mom," said Julie. "I think you look great. I think I'll take my pants off, too, since I can feel myself getting wet already." "Good! Air everything out!" said Lorraine, springing the tape out from its tit-prison. "What do I do first? I don't know nothin' 'bout no bras!" She bounced her boobies a few times to playfully illustrate her point. Julie stood slowly, her enormous tits bouncing ever so slightly, and undulating as her feet settled on the ground. Lorraine caught her breath, admiring her daughter's beauty and body. "Wow", she said softly. "If I had a dick, it'd be so hard right now!" "Thank you, Mom," said Julie, blushing. "First you have to measure my hips and my waist. So we know what my whole figure is." "Hips and waist? That means my face will be right up against your cunt, doesn't it?" asked Lorraine, dubious. "Shit. I am gonna leak pussy juice all over this floor, I know it!" Julie giggled. "So what? People expect that on the living room floor of two town sluts!" "That's my girl!" said Lorraine. "Okay, where does it go around your hips? Like right at the cunt, or just below?" "Oh, Mother!" said Julie, feeling a mixture of annoyance, amusement, and sexual excitement. "Maybe you should let me measure you ... since I read how to do it on the bra store's web site." "Ooooh!" squealed Lorraine, tossing the measuring tape to her daughter. "I like that! We'll get to see how big my titties really are!" "Good thinking, Mom," said Julie, kneeling next to Lorraine's curvy hips and bubble butt. "You know ... I don't remember much about Dad." "Oh, I know, dear," said Lorraine, stroking her daughter's short brown hair. "I miss him. His handsome face, his strong hands, his hard cock...! You know, in a way ... it's a good thing he passed away when he did." "Mom!" scolded Julie, wrapping the cloth tape around her mother's hips. "How can you say that?" "Oh, sweetie, if he'd been around when you started growing those big watermelons on your chest, there's no way he'd be able to keep his grubby paws off them. He'd be rubbing down your goodies with his hands and cock day and night!" "Mom!" said Julie. "I can't get an accurate hip measurement with your fingers frigging your cunt!" "Sorry, baby," sighed Lorraine, running her now soaking-wet fingers through her daughter's hair. "I was just picturing your father fucking your tits, and whooosh!" "I was picturing it, too," said Julie, half under her breath. "You were?" giggled Lorraine, still working her hand back and forth between her legs. "How did it make you feel?" "Like I need a hard dick and some grubby paws to maul my goodies!" said Julie with a smile. "Feel like going on the prowl, Mom? You and me?" "Oh, yes!" said Lorraine, almost shouting. Julie pulled her mother's hands away from her own soaking genitals. "But first tell me how wonderful my sexy figure is!" "Well, your hips are forty-two inches," said Julie, writing the figure down. "That sounds a little big, but I wouldn't worry. Your boobs are way bigger than that! Besides, I like your ass, Mama!" said the loving daughter, stroking her mother's smooth curves. "Now your waist!" "Okay," said Lorraine, almost in a whisper. "Mother," said Julie. "Yes?" "On the hips measurement, I was getting your hips and your hand. Now on the waist, I'm getting your waist and your wrist!" "Oh, my God," said the horny mother. "Am I frigging myself again? I guess I do need it bad, baby!" "I'll say," giggled Julie. "Twenty-eight. Not bad at all. Now, the tricky part. I read this on the WOMAN OF SUBSTANCE web site. I measure your rib cage, just below your big boobs." "Tits, baby girl, tits," corrected Lorraine. "When you get into this league — and you have, baby, a long time ago — they must be referred to as tits." "Okay, tits, Mom," agreed Julie, wrapping the tape just below her mother's wobbling wonders. "This part is confusing. It's part of determining the cup size, which really tells how big your tits are and how sexy your figure! It says ... thirty-five." "That doesn't sound very big," said Lorraine, reaching down to play with her pussy the moment her daughter dropped the measuring tape. "No, Mom," explained Julie. "That's your rib cage. First we add five inches to that to get your bra size. So you'll wear a forty something-cup." "Okay! Let's go get me a size forty bra!" "The cup size, Mother, the cup size," said Julie, sitting her mother down. "That's what really says how big your titties are. I gotta measure them. And no fair getting your nipples hard! That'll inflate the numbers." Lorraine pouted as she sat down. She kept tantalizing her twat with her fingers. "Okay, I won't play with 'em or pull on 'em," she promised. "But I can't help if they get hard just 'cause it's sexy to have my big-titted daughter measuring me!" "I measure around the fullest part of your bust," explained Julie. Lorraine took in her breath. "That looks nice, Mother, but it doesn't make them any bigger!" she chuckled. "You know, I think you're supposed to get the bust measurement with a bra on." Lorraine exhaled. "Haven't got a bra, Jules." "I know," said her daughter. "But I think it's just to minimize hang ... so that they're standing up! Maybe you should just reach under and cup 'em! That'll hold them up there!" Lorraine smiled. "I'll try." And she did. "Hmmmm, let's find you a man to hold these up for you tonight, shall we?" teased Julie as she wound the cloth tape around her mother's circumference. "Forty-six! That's good and healthy, Mom! Forty-six minus forty is six, so...." "Yes?" said Lorraine, dying to hold them up just a little further so she could lick one of her own nipples. "You are in the market for a brand-new 40F bra!" "Ooooooh!" said Lorraine, dropping her tits to her chest with a whomp. "Sounds lovely. So I'm 46-28-42. Not bad for an old slut!" "Now can you do me, or were you too busy playing with your pussy to pay attention?" asked Julie, stroking her big boobies most seductively. "Do you? Oh, you mean measure you!" joked Lorraine, taking the tape from her substantially stacked daughter. "I don't know, dear. I can't really manage this tape one-handed!" "Give your cunt a break, Lorraine ... what was that nickname the boys gave you?" asked Julie, giggling. "Lorraine, Lorraine, pullin' a train!" sang out the big busted mother. "That was when we played my favorite party game. As many guys as possible, and ... me! Okay, Jules," said Lorraine, getting on her knees to measure her daughter's hips. "Hey, hold those tits up, will you? They're bouncing on my head!" Julie stifled a laugh. "They are, aren't they?" she sighed as she lifted them skyward. "Oh, they want somebody to come out and play with them! And nothing personal, Mom ... you know I love you, but they want somebody with a penis!" "Just one? Your girls and my girls feel the same way!" agreed Lorraine. "Here, let's see ... your ass is smaller than mine! It says thirty-eight." "Good," said Julie. "You can give it a lick while you're down there, Mom. I know you're dying to." "Thanks, baby," said Lorraine, wiping her mouth with the back of her hand. "Now, the waist. Oh, god, Jules. That pussy smell is making me feel woozy! Your waist is twenty-four." "So I measure Really Big Tits-24-38! I like the sound of that," said Julie, raising and lowering the weight of her tits just for the fun of it. "Can't wait for the rest of the statistics! Mom, could we 'pull a train' together?" "You mean you want us to get a bunch of guys when we go out on the prowl?" said Lorraine, wrapping the measuring tape around her daughter just under her gorgeous bustline. "I'm not sure you're ready for that, baby." "Oh, mother, I've done boys on the bus before. All at the same time, I mean," pooh-poohed Julie. "The offensive line for the football team, in fact! It's not that big a deal." "Really?" said her mother in admiration. "Have you had a cock in your mouth, in your pussy, and between those big tits all at once?" Julie closed her eyes dreamily and briefly danced her fingers over her pussy. "Yes," she whispered. "I'm impressed!" laughed Lorraine. "There is no doubt that I have been a positive influence on my sexy daughter. Now let's see just how sexy...under the bust is thirty-one...." "Add five inches," said Julie. "Thirty-six." "Now, for the cup size," said Lorraine, stretching the tape in her hands in anticipation of the next measurement. "Hold them up, like you had me do! And go ahead and think of your daddy spraying them with his spunk!" Julie's knees nearly buckled at her mother's suggestion. "Jesus Christ," muttered Lorraine, still pulling the tape around the terrific circumference. "It's the same as me. Forty-six all the way around." "Wow!" said Julie, opening her eyes. "So you and me are the same?" "Not really," said Lorraine. "We take the 36 for your bra size, and 46 is...ten inches more ... that means we need to get you a ... 36J bra!" "A J cup?" said Julie, thunderstruck. Lorraine nodded. "J," she repeated. "You always want your kids to have more or better than you. Well, my Jules has bigger titties than her mother! Congratulations, baby." Lorraine smiled, but it seemed to be a sad smile just the same. "Oh, mother, it's nothing to feel deflated about," said Julie. "Look at your tits! Better yet, let's find some men to look at our tits! We'll go to the mall for bras ... but mostly for guys! Get dressed ... but not too dressed!" said Julie, running into her room, tits a-bouncing. Lorraine lifted her own bosom, immense by any standard. She looked down. "Can these attract a tit-man when there's a 36J cup around?" she wondered aloud, as she went into her room to put on something tight and low-cut that would showcase her charms. No doubt little miss J cup would be doing the same! -------------- "Dad, did every girl you ever had ... even before Mom ... have big tits?" asked Wally as they drove to the mall. Chad sniffed. There was no reason not to tell his son the truth. "Honestly, son, before your mother there weren't very many women! I was too fucking shy. I had a pretty intimate relationship with my hand ... kinda like you do!" "Yeah, well, fuck you, too, Dad," said Wally — smiling, anyway. "Except once," continued his dad. "It was at a party. All of us guys had a shot at her. She took us one at a time, and then all together. Beautiful girl, with great big tits. Lorraine was her name. We used to say Lorraine, Lorraine, pullin' a train!" "Pullin' a train?" "Yeah, that's another word for gang-bang. Doing a bunch of guys all at once," explained Chad. "I was about fourth in line. Most of the guys fucked her, or fucked her face. But not me." "Yeah? What did you do, Dad?" "Fucked those tits. Goddamn, I love to fuck tits," said Chad with a sigh. "I'd like to fuck those tits again. Wonder what ever happened to her?" "Fucking tits," said Wally. "I love sucking tits, and feeling girls up...especially girls with big ones! But I never fucked a big pair of tits." Chad smiled at his son. "Today, we're gonna find you a big pair of tits to fuck! The bra store was a good idea, son. Maybe we'll both get lucky!" "Uh, but, Dad?" "Yes?" "Let's split up, though, okay?" said Wally. "Not too many girls my age are turned on by a guy who does stuff with his dad!" "Okay!" agreed Chad. "Though God knows I'd love to fuck a big pair of tits on a girl your age. Oh, holy shit, does that turn me on. But you go your way and I'll go mine." --------------------- "Ma'am, we have quite a few bras in stock in your size ... 40F," said the salesgirl. Mandy, said the name tag pinned to her breast. Lorraine wondered if this salesgirl wore the store's products herself. Mandy's breasts, although not as large as Julie's or even Lorraine's were certainly properly supported and attractively displayed. "There are white lacy ones, red ones, black ones...really low-cut ones...." Mandy seemed to focus on Lorraine's ample bosom as she spoke. "Ooooh!" giggled Lorraine, deliberately rearing her bosom up and down, noting the salesgirl's interest. "I'll take a look. Will you come back and help me, Mandy?" she said, flirtatiously. Julie raised an eyebrow. As her mother said when she'd touched her tits at home, Lorraine was "no lezzie", but she was having fun with this attractive young thing. "Certainly, Lorraine," said Mandy warmly. "Just let me talk to your daughter for a moment." "Sure thing, cutes," said Lorraine. She folded her arms under her bust and lifted them toward her chin. "We can't wait!" Lorraine winked at Julie. "I'll see you later, Jules." Lorraine glanced at a young man who stood transfixed at the sight of her daughter out in the mall, through the door of the shop. "Maybe at home, dear." Mandy looked long and hard at the way Lorraine's shapely behind wriggled its way to the changing room. Finally, she turned to Julie. "But I'm afraid we will have to put in a special order for the young lady," continued the salesgirl. "36J is ... well, it's outstanding. You are one lucky girl." "Thanks," said Julie, sitting down on a bench. She felt the warm firmness of the undersides of her breasts as they settled on her thighs. "If you'd like to leaf through this catalog to determine what styles you prefer," said the girl, about to place the catalog on Julie's lap, but stopping short when she realized there was no more room. Julie smiled and took the book from her. "I'll go get the special order paperwork." Parental Guidance Suggested Julie looked at the cover of the catalog the girl had handed her. Fashion Foundations for the Fuller-Figured Teen. She set the catalog on the arm of the chair, stealing a glance at the good-looking boy in front of the store. There was no doubt. He was looking right at her. Right at those J-cup tits. Julie realized a lick of the lips or a wink would be wasted, as the young man was clearly focused on an area away from her face. So she reached around with the hand that wasn't paging through the book and gave a nipple a subtle little tweak, savoring the combination of arousal and power over the young man watching with rapt attention that she was feeling.... She nearly laughed out loud when she thought she heard the young man moan. Quickly she turned a page, noticing through the corner of her eye that the young man was walking right toward her. "Hello," he said. "My name is Wally." Julie didn't look up. She looked right over, since this young man had placed his crotch at her eye level. It bulged and pulsed. "Hi, Wally." She giggled and blushed. "I came over to talk to you because I have never seen tits like yours in my life." Julie looked up at the young man's face. "Not likely to! They're mine." She playfully shimmied her shoulders, setting those funbags gliding over her thighs and jiggling like mad. Julie looked down to watch the action and then over to see Wally's bulge bulging even more. "Uhhhh ... can we go somewhere?" he said, shyly. Julie looked lovingly into his eyes. "I thought you'd never ask. My name is Julie. Wally? Let's not go too far! After all, we both want to see and feel the parts of each other that are big and bulging." "Fuckin' A right!" called Wally, extending his hand to help her to her feet. He gasped at her weight. Julie's waist and hips were obviously slim, so all that weight had to be in those remarkable boobs. She stood in such a way that the tips of her tits dragged sensuously up his legs and teased his package. Wally almost came right then and there. He marveled at her sexiness ... and realized that because of the prodigious size of her bosom, she couldn't possibly have stood up any other way. Julie came up to his chin, which meant that those heavy breasts were weaving back and forth on his stomach as they stood. His stomach and part of his crotch. Julie dropped the catalog without looking at it. She gazed into Wally's eyes. "I need this now," she whispered, punctuating the last word of the sentence with a forceful grab. "Let's go to the mall rest room." Wally couldn't speak. All he could manage was a dumb nod. They dashed from the store, arm in arm, with Julie pushing her tit around his arm so forcefully that its springy softness nearly hid it from view. The salesgirl emerged from the changing room, hastily buttoning up her blouse and straightening her "Mandy" name tag. "Well! Has the young lady found something she likes...?" She looked down at the discarded catalog. The salesgirl picked up the catalog and saw the departing figures of Julie and Wally. "I guess she has," she said mournfully. "Shit! They both looked yummy," Mandy mumbled. "Mandy!" Lorraine shouted from the changing room. "Come look at how this one looks! Oooh, get a load of those nipples!" Mandy took in a breath. "Coming, baby!" ---------------- Chad relaxed on a vinyl couch, partially hidden in a kind of conversation pit in the mall, in view of the bra shop. He watched with interest the interaction between his son and the startlingly huge-breasted teenager. He grinned broadly, both with pride at his son's directness, and with horniness at the idea of getting his hands on a pair that size. My God! Those tits looked at least as big as his late wife's. And the nipples stood out and reached through the thin fabric like two long beckoning fingers. Chad liked to think they were beckoning him...! "Hey, handsome," said a female voice. "Haven't we met somewhere before?" Chad jumped to his feet, hoping he hadn't been caught subconsciously fingering his crotch as he watched the young girl shake and bounce. "Uh ... hello!" he said, sweating profusely. He looked at the stranger and smiled. She had tousled long blonde hair and full red lips. She teased him by letting her tongue dance around her tongue and teeth as she looked him over. Chad worked his eyes down her lush, curvy body. His breath became short. Her ass was wide and curvy, her waist flared inward, and her upper body was dominated by two great big heaving breasts. Chad involuntarily licked his lips. The woman giggled. "I've just had a pretty girl working them over. And you know what? I'd like to have a man do the same thing. Touch them and taste them, big guy," she whispered. She stepped closer so that the two of them were hidden from view by a structural pillar. "Jesus H Christ," said Chad. "You can really tell I like 'em?" "Every woman who has these," said the woman, lifting her big behemoths in both hands, "knows how to tell the men who like 'em. We can tell women who like 'em, too," she said insinuatingly. "And you are definitely a man who likes 'em!" "Goddamn right I like 'em," said Chad, now subconsciously fingering his crotch. "Those are gorgeously ... fuckingly ... suckingly big." The woman took one step which placed the hard nubbly nipples of her big breasts on Chad's lower chest and upper stomach. "I'm Lorraine," she cooed. "Lorraine, Lorraine...." said Chad, running both hands along the undersides of her breasts. "Lorraine! Not Lorraine, Lorraine, pullin' a train?" Lorraine started moving her torso to and fro to tease Chad with the exciting friction. "I've pulled a few in my time," she said. "Umm — like at that party in high school? At Ron Gagliano's house?" said Chad, his eyes following the back and forth motion of Lorraine's bosom. "Yeah!" said Lorraine, surprised. "Were you there?" "I was ... fourth in line," said Chad. "My name's Chad." "I think I may remember you, baby," said Lorraine, silently moving his hands from the undersides of her breasts to her hardening nipples. "You didn't want my mouth or my cunt. You just wanted these, didn't you?" Chad sighed. "Yessssss," he hissed. "You do remember." Lorraine grinned inwardly. She didn't have to. That statement applied to at least eighty percent of the guys she'd ever done. "Yeah," she whispered. "Wanna go somewhere and do it again?" "Uh-huh," said Chad. Slowly, he pulled one of his hands away from her bust. He slowly, gently, and even playfully gave her left boob a little slap. "Mmm!" said Lorraine. Chad pulled back the other hand and gave Lorraine's right tit a slap, too. "Fuck," said Lorraine. "That's just what my late husband used to do!" "Yeah?" said Chad, winding up for another. "Uh-huh," said Lorraine, gasping. "He said it meant 'Get ready to have those big fuckers fucked, baby'!" "Well, that's what I want it to mean, Big Tits Lorraine," said Chad. "Fucking fuck! They're bigger than in high school, aren't they?" "Of course," giggled Lorraine. "Aren't you bigger, Chad?" she asked, grabbing his cock to check. "Where did you want to go?" asked Chad, slapping again. "Can't wait for a motel," gasped Lorraine. "Let's find someplace here in the mall!" "Yeah!" said Chad, slapping both of them at once. "Oooh!" squealed Lorraine. "Let's hurry!" -------------------- Julie cracked open the door of the ladies' room. "Nobody in here, Wally," she whispered. "C'mon in!" Wally looked nervously about. No one would see him. He chased Julie as she scampered through the restroom into a stall. "Lock the door behind you," she purred. She sat with her shapely legs astride the toilet, rubbing and stroking her massive tits. "Lucky you picked the handicapped stall," said Wally with a smile. "It's the only one with room for those things!" He started stroking his cock through his bulging jeans. "And check out the support handles," she giggled. "I can hold on to 'em as I go up and down on your cock!" "Julie, I wanna fuck you, like you said," said Wally, getting on his knees. The sight of her boobs looming over his made him sweat. "But I have never had the privilege of fucking a pair of tits. Any tits. I would soooo love to try it for the first time with a pair the size of yours!" Julie smiled. She was proud of her monsters and the power they had over men. She rubbed and fingered her nipples even more vigorously. "Okay, you can fuck 'em," she agreed. "But after you fuck me! You got more than one load in you, don't you, Wally?" "Julie, honey, right now I feel like I've been savin' it up since puberty!" said Wally, now lying down on the bathroom floor and shucking his jeans over his underwear-clad cock. "Oooh! I better take my pants off, too," said Julie. She stood up, but seemed reluctant to take her hands off her mammoth goodies. "Wally, honey, open the snap and take off my pants, will you?" "Ahhhh!" sighed Wally as his hard, rubbery dick hit the open air. "Okay. Geez, Jules, you smell horny!" Julie smiled. "I always do," she said. "Hurry, please. My nipples are going to burst through this shirt." "I know," panted Wally. "Can I take these jeans off over your heels?" "Yes!" "And how about your shirt? Will it go past those nipples?" "Just do it, for god's sake!" said Julie, almost in a fever. "I'll do myself until you're ready," she said, digging into her genitals with one hand while the other kept an iron grip on a still shirt-clad nipple. Wally forcibly pulled down her pants and had her step out of them. She had on high heels and a shirt--and the shirt just barely. "Get ready," said Wally. "You might have to take your hands off your tits and cunt for a second." In one motion, he pulled her shirt over her head. Naturally, it caught on her boobs, but they bounced heavily down as Wally threw the shirt in a pile in the corner of the stall. He held her by her tits and lowered her body back onto the toilet seat. This put his long cock in her face. Julie smiled. "I know it's aching to go into my mouth or between my big tits," she said, looking up at Wally. "But you gotta stick it in my cunt first! You sit and I'll put myself onto it, okay?" Julie could have suggested he suck his own cock at this point and Wally would have done it. This mammoth breasted blonde teen had him hot and bothered beyond reason. "Okay, Jules," said Wally, and Julie jumped up, bouncing her monsters on his dick. He took in a breath, but managed not to come. "I'll sit and you sit on it!" "Here I go," said Julie. "Oh! Let me face you, so you can slobber all over my boobs as I ride your cock! Oh, shit, Wally, I'm getting wet." "I can feel it," said the boy contentedly. "God, it's greased up and ready for me. Here we go! Pretend it's a pogo stick." "Mmmm, yeah," said Julie. "And I'll go up and down, up and down...." Wally loved the way Julie tits batted his face and her nipples dragged and poked him as she rode his cock. "Try and catch 'em in your mouth!" she teased. Wally did. When he caught one, he clamped his mouth around it hard. "Oh, God," said Julie. "Yeah. Do that." Wally sucked. "Oh! Oh! Oh!" cried Julie, giving a little yelp on every bounce. Wally grabbed those broad hips and bounced the big-boobed harlot harder. "Goddamit, I'm gonna come," said Wally with a mixture of ecstasy and frustration at his quick climax. "That's OK, sweetie, I know you'll get hard again right away," panted Jules. "Here, though. You wanted to fuck my big tits, didn't you?" Julie pulled her cunt off his member with an audible pop. She kneeled before him, holding her tits apart. "Let me trap that boy!" Julie clamped his hardness between her huge soft titties. She started moving them up and down, massaging that tube to a delicious and messy finish. "Oh, shit!" cried Julie, smiling and laughing at Wally's geyser. A big glob of semen struck her eyelash. "Mmm!" Another decorated the side of her nose and her cheek. "Ooooooh," purred Julie as the rest poured all over her glorious globes. "Oh, fuck," sighed Wally. "Goddamn, that felt good. I never even saw such huge breasts before, much less fucked 'em." Julie grinned. "Only a few boys have," she lied. "Well, except for the quarterback and the center that I did on the team bus last week." Wally's eyes widened. "Both at the same time?" Julie smiled to herself. There had been more than the two players, but she edited her experience with the offensive line so that Wally wouldn't feel too inadequate. "Oh, yeah, one between my tits and one jacking into my hair," she said as she scooped up the scum on two fingers and drank it down. "The quarterback said he wanted to fuck my tits because he liked being in control! I don't think he knew that I was in control that way. I could make him come when I wanted by tit-pressure!" "Goddamn," said Wally, breathing heavily. "You like more than one like that?" "Oh, sure!" gushed Julie. "I just love group activity!" Wally thought about that. His limp prick started to stiffen already as he pictured two big dicks hosing Julie down. He immediately thought of what his father said about big tits on a girl Wally's age. He knew his father would love to rub the head of his cock all over Julie's right boob. Wally would do the left one. After all, he saw her first! "Oooh!" squealed Jules. "You're already ready to go again, aren'tcha? Can I taste that?" Wally smiled. Without a word, he reached for the back of the blonde teen's head and pulled her onto his erection. "Mmmph!" "Don't talk with your mouth full, Julie," said Wally. "And when I'm ready to cum, give those boobs a bath again, wouldja?" --------------- "In the ladies' room? Are you sure?" asked Chad. "Oh, yeah," assured Lorraine. "I've done it in there hundreds of times. In the men's room, they might call security. Women will leave us alone." "Wow," said Chad. "Didn't think I'd be trying something new at my age...." "Stop that 'at my age' stuff!" teased Lorraine, already pulling off her shirt as they entered the restroom. "I'm your age, and I still have something to offer, don't I?" she said, coyly turning from side to side to show off her prestigious boobs. "Damn right," grunted Chad. "Offer 'em over here!" he barked. "No, baby," chided Lorraine. "Let's go in one of the stalls." "Okay!" said Chad, following those thumb-like nipples that seemed to be wagging accusingly at him! "Lock the door behind you," said Lorraine, wasting no time at all as she pulled her thin T-shirt over her big boobs and her head. All three items were approximately the same size. "Oh, fuck," said Chad. "Jesus, Lorraine, they're bigger than in high school!" "Toldja," said Lorraine, childishly and playfully. She reached for Chad's hands and clamped them on, making sure they could grasp both nipples and a generous amount of boobflesh. Chad's mouth watered. Lorraine moved his hands around, since he seemed to be too thunderstruck to do it himself. "Oh, Chad, if you think these are big, you should see my little daughter Julie!" teased Lorraine. "Yeah, I know," said Chad, picturing the enormous breasted teen that his son had picked up, as he wallowed in Lorraine's soft pliant tit-meat. He knew that pneumatic youngster had to be Lorraine's daughter. "Much bigger than me," said Lorraine, toying with his cock through his chinos. "J cups!" "Yeah, they look like it," muttered Chad, remembering the young girl his son set his eye on. "What do you mean, 'they look like it'?" demanded Lorraine, still working his cock through his pants. "I mean ... J cups?" he said. "Really?" He crouched to get one of Lorraine's hardening nipples into his mouth like a cigar. "Oooh, yeah, Chad," said Lorraine. "Chew 'em like bubble gum!" She giggled. Fooling with a man who got hard over her back in high school made her hot...and made her act like a schoolgirl again. Like a schoolgirl who likes big dicks and tempting men with her boobies. Then again, she always felt like that! "You sucked me, let me suck you," said Lorraine. Chad smiled. "You gonna suck my tits?" "No, silly," said Lorraine. "I want this other thing that's getting hard!" She suddenly pulled Chad's pants to his knees, and did the same to her own. "Careful, Lorraine," said Chad, joking with her. "Ron didn't tell his parents we were having a party in the basement. Don't make too much noise, or they'll hear us!" He chuckled as the big-breasted woman slurped him down like a milkshake. "Ohhhhhhh," sighed Chad. He hoped he wouldn't come too soon. Maybe it was just as well that Lorraine hadn't yet taken off her shirt. Seeing those big tits naked would surely send him over the edge. Now he had to try and concentrate on something besides the curvy and gorgeous woman sucking his cock so he could hold out a little bit — but not concentrate on something else so much that he got soft! He found what worked best was thinking about that young girl he saw his son Wally picking up — who just had to be Lorraine's daughter. Chad just knew it. After all, there couldn't be two eighteen-year-old girls with J-cup tits at the mall in the same day! He closed his eyes and imagined that huge-breasted vixen untucking her T-shirt from the waistband of her tight jeans... and lifting it over her head.... "Did you hear something?" said Lorraine suddenly. Chad opened his eyes the moment he felt that her mouth was no longer surrounding his dick. "No," he said. "I could have sworn I did," said Lorraine, thoughtfully massaging his cock gently to keep it hard. "And what about that smell?" "What smell?" Chad wanted to know. He wanted action, not talk. "I smell male ejaculate," said Lorraine, standing up and letting Chad's cock drop. "You don't usually smell that in the ladies' room. I think ... there's someone else in here." "Or someone else has just been in here," offered Chad. "And fucked right in this stall...!" Lorraine smiled. "Could be!" Chad lifted his own member and began tossing it up and down. He was pleased to see it was still hard. "Lorraine...." he teased. Lorraine took a step closer, again mashing her big breasts against Chad. Suddenly she felt Chad give her right boob another slap! "Oooh!" she squealed. "Are you trying to tell me something?" Chad grinned from ear to ear as he slapped each of her big boobs in turn. "Mmmmmmmmm," purred Lorraine as she shimmied down to a kneeling position. When she was kneeling, Chad grasped his hard cock and kept slapping her tits ... this time with his dick! "Okay, okay," laughed Lorraine. "He wants them to come out and play, doesn't he?" she cooed to his cock. "Fuck yes," growled Chad. "Okay, here they come!" giggled Lorraine. "Ready or not! Stand back!" Chad stood where he was, still fingering his cock. "I mean it, baby, take a step back," said Lorraine, looking up into his eyes. "They'll knock you over!" Chad stepped back, jerking his cock and licking his lips. "Is that why they call 'em 'knockers'?" he joked. Lorraine struggled to get her tight T-shirt over her big boobs — especially over her hard nipples. When she did, she gave Chad a warm smile and a sexy shimmy. Chad struggled to keep his stroking slow and even so that he wouldn't come too soon. "Now," purred Lorraine, settling her tits on Chad's chest and feeling his hardness probe her still panty-clad crotch. "What were you trying to tell me?" Chad smiled and once again resumed slapping each of her boobs in turn. "Time to fuck those fuckers!" he growled, and Lorraine growled right back. She got to her knees as Chad braced himself on the stall door. In a moment, her F-cuppers were clamped around his hard upturned cock. "You just relax," she cooed as she gripped her mammaries firmly and started a quick up-and-down motion on Chad's stalk. Parental Guidance Suggested "Oh, fuck," sighed Chad, knowing it wouldn't be long. "Fuck, fuck, fuck...!" Lorraine giggled. "Yes, fuck my tits, fuck my tits, fuck my tits...." She spoke in a fevered whispers. "Wish you'd done this in high school, I'll bet!" "You don't know how many times I did, in my imagination!" countered Chad. He was close to an orgasmic stupor as he reveled in the combination of firmness and softness that enveloped his cock. He was humping harder and faster into the lovely Lorraine's luxurious bosom, and Chad leaned back to enjoy the sight of his prick surrounded by all that tit. Lorraine gave him a smile as she used her hands to clamp his cock harder in her cleavage. Chad smiled back and leaned against the door to the stall. At that moment, the latch gave way and Chad fell backwards into the restroom sink, his genitals flailing about, still eager to spew on his partner's boobs. Lorraine gasped and bounced to her feet to see if he was all right. As Chad struggled to steady himself on the washbasin, he looked to his side and discovered a young girl with even bigger boobs than his partner, naked from the waist up and working hard not to giggle! His hardness immediately evaporated in embarassment. "Jules!" cried Lorraine. "What are you doing in here?" "Same as you, Mom!" shot back the ravishing teen sporting ripe and ready J-cup breasts. "We thought that was you. We were listening," she giggled. "I'd know those grunts anywhere, Dad!" bellowed a male voice from inside the handicapped stall. Chad's son Wally strode out chuckling. "C'mon, Dad! Pull yourself together!" "Julie?" said Lorraine, thrusting her breasts forward and taking a step toward Wally. "You haven't properly introduced me to your young man." Julie smiled, thrusting her breasts forward so there would be no confusion about who was bigger. "Wally, the blonde with precum all over her big tits is my mom, Lorraine. Lorraine, this is Wally. I have a feeling you know his father!" Despite the fact that she was standing there in a public toilet with her breasts hanging out, Lorraine blushed. "Yes, I'm afraid you caught us," she said in a low voice. She turned to Wally's father. "Chad, stand up, will you? Let me help you up...." Chad smiled at the way Lorraine's big boobs dragged across his body when she bent over to help him up. "Thanks, Lorraine." Julie nonchalantly reached over and fondled Wally's cock as she watched. "Wally! You didn't tell me your father was so dreamy!" she teased her young lover. "Neither did you, Mom!" "Dreamy and creamy!" laughed Lorraine, licking her lips as she teased the head of Chad's hard cock with her knuckles. "Lorraine...." said Chad as he struggled to his feet. "Your daughter ... well, she...." "She's got big tits is what you mean, I think!" giggled Lorraine. "Bigger than mine, I have to tell you!" "I know, I know," grunted Chad, walking over to her, holding his hardening cock as an offering. "Um ... what did you say your name was?" said Chad to the young girl. Julie's skin had a pinkish glow, from her gorgeous face to the tips of her monumental bosoms. "Julie, sir," she whispered. "Julie, back up and sit that cute behind on the toilet," coaxed Chad, steering her toward the handicapped stall, where there'd be room for both he and his son. "Wally, come here. You and I are going to give this young lady a treat." Julie hopped up and down in her seat in horny excitement, sending the considerable surface area of her tits audibly slapping each man's cock as each one pointed at her bosom and mouth. "Yes!" growled Julie. "Feed them to me!" The men started hunching toward the two biggest object in the room... the ones attached to Julie's chest. Julie's mother Lorraine looked on with mixed emotions. She was certainly proud of her sexy daughter and the way she had every man in the room eating out of her hand ... or out of her bra. But she was monopolizing them! Lorraine wanted to make Chad spew and then she was dying for a shot at the younger man, Wally. She was sure he'd have a lot of stamina and other substances in him. Sure, it had been fun to have that cute salesgirl Mandy lick her nipples and suck her pussy, but Lorraine liked cock! "Oh, excuse me!" said a female voice from the vicinity of the door. "I didn't mean to interrupt anything. I just wanted to use the ... Lorraine? Is that you?" "Mandy!" whooped Lorraine. "Come in, come in," she beckoned. Lorraine glanced over at her bountiful daughter as she whispered sweet nothings to the two cocks standing at attention in front of her face. "Lorraine, why did you run off so fast?" asked the vivacious salesgirl from the bra shop. "Oh, dearie, it's only because I smelled cock!" laughed the topless mother. "You tasted delicious, darling, but I longed for the taste of cock in my mouth, and I knew that Chad here..." she shrugged at the two men vying for room in Julie's mouth behind her, "was in the mall, so...." "I felt bad!" said Mandy, shrugging her dress over her head to reveal surprisingly full breasts. "I didn't get a chance to return the favor." She licked her lips and got on her knees to lick Lorraine's pussy. Lorraine shuddered in anticipation of a mind-numbing orgasm from the attentions of this attractive young woman. "Mandy, do you do men, too?" she asked. "Sure," said the salesgirl, wiping Lorraine's secretions from the back of her hand. "When those two are done, I'll take one of them in my mouth while your daughter eats me out...." "After that you could have one of them ram it in your cunt while you lick my pussy some more," said Lorraine, speaking quickly so as not to lose the thought. "The other man could do Julie's tits again. Then...." Mandy's oral attentions distracted Lorraine. Soon the only sounds that could be heard were Lorraine's exciting breathing and the grunts of father and son as they pounded young Julie's face with their cocks. Wally looked over at his father. It was true what he had said about how turned on he would be by a girl Wally's age with big tits. He'd never seen his father so excited. Chad was hunching his hips up and down, making his hard cock slap Julie's right tit on the downstroke and tease her laughing face on the upstroke. Wally took his father's lead and did a similar genital dance on Julie's left boob. Julie giggled and licked her lips. Wally hoped she would work over each of their cocks with her hands ... but it seemed that she couldn't get them out from under her J-cuppers. The way she was seated on the toilet trapped her hands between her enormous breasts and her thighs. Wally glanced again across the room. After Julie brought the two of them off, maybe her mother would like to sample Wally's cock...? Mandy the salesgirl lapped enthusiastically at her mature lover's pussy. She kept looking over at the trio in the stall. Mandy grinned as she imagined eating out Lorraine's deliciously top-heavy daughter ... but as much as the thought of serving young Julie some cunnilingus pleased her, the idea of chewing on the teenage J-cupper's big nipples turned her on even more! She looked at the two men making a fuss over the young girl. Well, they didn't look half-bad either. If Mandy was honest with herself, she would have to admit that she preferred sex with other girls. But a cock like those offered by the two men standing in front of her in her pussy once in awhile made for a nice change. After Lorraine gushed all over her face, Mandy thought she'd invite the older man to pound her pussy while she licked young Julie's tits all over... Lorraine eyed Wally's whanger hungrily. Her old classmate Chad was yummy and knew how to take care of a girl's titties, but his son looked bigger ... and longer-lasting! As much as Mandy's talented mouth was getting her off ... she looked forward to being pounded by young Wally. Chad was practically drooling at the opportunity to shake his cock in the face of titanically titted Julie, Lorraine's impossibly stacked daughter. Saliva dripped from the corners of his mouth, while other fluids flowed from his person to Julie's jugs. He was having so much fun he hardly had a chance to think about who he might fuck next. That young thing munching Lorraine's muff looked pretty dishy, but Chad wondered if she played on both teams.... "Whoops! Sorry," interrupted a male voice. A well-muscled young man in a tight uniform shirt was wheeling a maintenance cart into the women's restroom. "Cleaning crew! Didn't mean to interrupt...." Julie pulled each long cock from her mouth and spoke. "You get your ass in here right now, mister!" THE END Parental Guidance They scooted back to the head of the bed. John sat against the headboard and Elizabeth slouched against him. She threw her leg over his, her nightie sliding up to again show her pussy. He rubbed his hand up and down her leg. "I'm not going to comment on everything I do," John pointed out. "Much of it will be obvious. Normally you'd want to get your girl in the mood with a little kissing and touching. How much and how long depends on how she reacts. Just always be gentle unless she tells you otherwise." He pressed his lips to his wife's and they launched into a wet, passionate kiss. Of course, Barry knew that she was already in the mood. He watched as his dad kissed down her neck and pulled part of her top down to expose her left breast. He teased the nipple with his fingers before applying his lips and tenderly sucking. While doing that, he reached down to stroke her pussy and clit. "Ooh," she cooed. John stuck a couple of fingers in and slowly finger-fucked her. Exposing her right breast, he gave it the same loving attention. Gradually, he kissed his way down to her pussy, maneuvering himself back into the position he was originally in when Barry walked in. John swiped Elizabeth's pussy with his tongue a few times before twisting his head toward his son. "Always start with slow, broad licks making your tongue as wide as possible to warm it up . . . like you're licking an ice cream cone." John demonstrated. "Then use the tip for precision stimulation. There are a number of different techniques." He showed each one as he described it. "Weave your tongue between all the folds." This he did by moving the tip in and out and up and down her pussy lips. "Then you can do some quick flicking licks." These were just upward swipes. "Now suck in her labia flaps, but do it gently." He made slurping sounds as he did this. As her husband did this, Elizabeth couldn't help moaning her satisfaction. She'd never considered herself an exhibitionist; however, there was something about Barry watching that was way beyond erotic. "Another thing to try is to lick from the bottom of her hole up and then make circles with your tongue around her clit," John went on continuing his presentation. "And lastly, zig-zag your tongue as you go up and down." Barry watched his dad whip his tongue from side to side as he moved his neck up and down. He was beginning to understand how his father was able to keep a woman like Elizabeth. The old man really knew what he was doing, and judging by his stepmom's squirming, she liked it. "Now with all of this tongue action, add to it by slipping a finger inside her pussy. And depending on how tight she is, stick a second and even a third and finger fuck her while you lick. You can even use your thumb on her clit." If what Barry was seeing was not enough to drive him crazy—he could already feel his rock hard cock oozing pre-cum—the liquidy sounds that were being made were very exciting. John continued to work on his wife repeating all of the techniques he had described. Finally, Elizabeth could take no more and came screaming, whipping her head from side to side. She was barely finished when she rolled onto her stomach as John eased off of the bed. He turned to face her and she grabbed his hard cock and pulled it to her, engulfing it in her mouth. "And if you've done a really good job, you'll be rewarded with a blow job." It was all Barry could do to keep from yanking his cock out and jerking it like there was no tomorrow. As he knew she would be, Elizabeth seemed to be an excellent cocksucker. She took most of his dad's dick into her mouth without deep-throating it, and she did so hungrily—not as though it was expected of her, but rather she seemed to really enjoy doing it. And best of all, she sucked each of his balls just as eagerly as his penis. When she did finally deep-throat him, Barry had to drop onto the nearby chair because his legs became weak. Elizabeth brought John to the brink, but did not let him come. Instead, she rolled over onto her back and tugged on his slimy, saliva-covered cock for him to climb back onto the bed. When he was kneeling over her, she grabbed the back of his thighs and guided him to knee-walk over her. When his penis dangled over her breasts, she tucked it between the orbs and then squeezed them together over it. "From here on, there are a number of directions in which you can go," John noted. "Sometimes the woman will let you know what she wants, sometimes you just have to guess. Some women like you to fuck their tits." Fortunately for Barry, Elizabeth had positioned herself so that he could see his dad's cock sliding in between those gorgeous boobs. John had to press on his rod to keep it in the valley and she tilted her head so she could lick his crown each time it poked through. Barry could also see the expression of urgency on her face, and after a few minutes, she pushed her husband down. "When you enter her for the first time," John instructed, "go slowly." He did as he said. "Particularly if she's not real wet. She might even grab hold of your penis to control your penetration. Let her. When she lets go, then you'll know it's okay to speed up. But keep your pace moderate unless she wants you to go fast. Otherwise, she might think you're just eager to get yourself off and not concerned about her. If you really want to be a first class lover, try to hold out until she comes first." All the while, John was pumping at a steady pace, amid Elizabeth's purring. Barry could hear the squishing sounds, which really added to the thrill of what he was seeing. He did wonder for an instant how embellished their performance was, but it really didn't matter . . . it was live porn. Barry also noticed that his stepmom was becoming impatient as she pulled on his dad's ass to make him fuck her faster, which he did. Barry also saw that the faster they went the more intense Elizabeth's moans became. Her breathing heightened, as well, and he was certain she was going to come again. Strangely, as her massive orgasm took hold, for the first time since he entered their bedroom, Elizabeth turned her head toward Barry and looked deeply into his eyes. He wasn't certain what that meant, but he wanted desperately to rip his cock out and beat it mercilessly. But he resisted. When his wife was finished, John pulled out and twisted his head toward his son without revealing the rest of his nude body. "Would you like us to demonstrate some different positions?" Figuring he'd take anything he could get, Barry merely nodded. Turning over onto his back, John went on, "Elizabeth likes to be on top. Some chauvinistic guys won't allow it because they think the man should be on top, but if the woman wants to be on top, let her, and you'll be surprised how much you like it." And with that Elizabeth mounted her husband and rode him by sliding herself forwards and backwards. After a minute or so of this, she rotated her hips as though she was doing a hula dance. Barry tried to imagine laying down and looking up at a woman doing that to him; seeing her tits hanging over him, watching her pussy devouring his cock. Didn't take much thought for him to decide he would love this position as much as any other. The real thrill came when Barry's stepmother rotated around without John's dick ever leaving her and faced his feet instead of his head, and she winked at her stepson. Naturally, Barry's cock pulsed and he felt more pre-cum drip out. All the while, she had not stopped her gyrations. Now, she leaned back supporting herself with her arms as John lifted his ass to fuck her. It was the first real glimpse Barry had of his dad's sizeable penis, which couldn't be avoided, but better still was the closer view of Elizabeth's sopping wet pussy. It was becoming a strain on her arms, so she returned upright. Next, Elizabeth twisted off and got onto her hands and knees. Following suit, John got behind her. "And I'm sure you've heard of doggy style." With a grin, Barry nodded absent-mindedly, primarily because he was enthralled seeing Elizabeth's boobs hanging down and flapping back and forth. John leaned over and cupped them while fingering her nipples. Barry's mind created a fleeting vision of him lying under her breasts and having them slap his face. However, that dissolved when they once again changed positions. This time, Elizabeth was lying on her side with John spooning her. She lifted her upper leg and he guided his cock into her pussy from behind. Of course, they were facing him, and her eyes were watching him as well. This time, his dad offered no commentary because he was concentrating on strenuously fucking his wife now with the intention of coming. As he plowed her so hard her entire body was being jostled, the whole time she was grinning at him, but not mockingly, more inclusively. Then, the biggest surprise of all was when she made a jerk-off gesture with her fist. Barry frowned, not certain what her message was. But when she pointed to his crotch, pinched her thumb and forefinger together and pretended to unzip, her meaning became clear. Barry showed his surprised, yet Elizabeth continued to encourage him with the classic masturbation motion of her hand and an urging nod. Barry craned his neck to check out his dad, but the older man's head was bowed behind his wife's back, eyes closed in intense engrossment from what the son could see. When his stepmother mouthed "hurry," Barry desperately complied. Quickly unzipping his jeans, he fished his rock-hard cock out and fisted it. Elizabeth's eyes widened at the sight of it and offered a smile of appreciation for a tool that was larger than his dad's. Hurriedly, his hand flew up and down his shaft. He used the pre-cum that was coating the head as a lubricant. His stepmom was making licking gestures with her tongue and he had to fight not to make a sound and give himself away. About ready to blow, Barry quickly looked around for something to shoot his wad into, and from seemingly nowhere, Elizabeth produced her panties and tossed them to him. He instantly covered his cock and drenched them with as big a load as he had ever produced. He nervously feared that he would not stop ejaculating before his dad discovered what he was doing. Finally, he finished and rapidly stuffed his still leaking rigid rod back into his pants with last minute spurts staining his underwear and then jammed the panties into his pocket. And not a moment too soon. Moaning and groaning, John stopped pumping and gave short jabs as he filled his wife's pussy with creamy white semen. Barry watched her close her eyes relishing the feeling. If Barry had to guess, he would say that his dad's orgasm was not nearly as intense as his own, but the old man seemed satisfied. Finally catching his breath, John lifted his head to see his son and said while breathing heavily, "Of course, you don't want to come inside of her, even if she says you can." "Why?" Barry asked, finally speaking. "You don't want to take any chances. In fact, always wear a condom." Barry nodded his understanding. "Now, if you'll excuse us," John said. "We'll talk tomorrow." "Okay. Thanks, dad, Elizabeth." * * * Needless to say, Barry didn't sleep well that night. He was too aroused and kept reliving the entire episode, often replacing his dad with himself. A couple of hours after returning to his room, he masturbated again hoping it would relieve him and allow slumber to take hold. But all he could do was doze off and on. By first light he couldn't take the tossing and turning any longer so he arose, showered and dressed. It was still quiet in the kitchen, nor was there any discernable sounds emanating from his parents' room. He decided to make breakfast. He brewed a pot of coffee and then cooked scrambled eggs, bacon and pancakes. Quiet though he tried to be, Barry still couldn't help rattling some pots and pans. Moments later, John and Elizabeth appeared hastily garbed in robes. Pajama pants were evident under his dad's robe, but Elizabeth's short, red kimono suggested nothing on underneath if her gorgeously bare legs and ample cleavage were any clue. "Sorry. I didn't mean to wake you," Barry offered. "Thought I'd pay you back for the great . . . lesson . . . last night." "Actually, the wonderful aroma woke me," a very pleasant Elizabeth said. John did not seem so appeased, but merely smiled curtly. However, once his wife handed him a cup of coffee and he took a couple of sips, he became more personable. The meal ready, the three sat around the breakfast bar to partake the repast. "So, you think you learned something last night?" John asked. Barry sat on one side of the L-shaped bar and John was on the other side just after the angle and Elizabeth was on his other side. Barry glanced up to his dad but could also see his stepmom in the same view. Ever so casually, she rubbed an exposed portion of her breast which caused more of it to be visible. He tried hard not to appear to be looking at her more than him. "I think it was a wonderful start." "A start?" John repeated. Behind him, Elizabeth grinned and winked at Barry. This threw Barry for a loop. Why all of a sudden was Elizabeth doing these little gestures toward him? Shrugging as a response to his dad, Barry said, "Lessons take time to learn. That's why you go to school for so long." "So, you expect to be able to watch us again?" Elizabeth's eyes widened in an agreeable expression. "No, I don't expect anything," Barry clarified. "Nor do I expect to go out with the next girl I can get a date with and perform like I've been doing it for years." "Fair enough," John conceded. "We'll just have to see how it goes. You agree?" he asked, turning to Elizabeth. But before she could speak, he saw almost all of her breasts except the nipples exposed and added, "Uh, look at yourself." She glanced down for effect, but knew what was uncovered. "Really?" she said. "After last night, you want me to be modest?" He turned back to face his son, rolling his eyes and shaking his head. "Think I'll do the dishes," Barry said, to change the subject. "I'll do them," Elizabeth offered, sliding off the barstool and collecting their plates. "Thanks. Then I think I have homework." Barry spend the remainder of the day on school work while John and Elizabeth went through their normal Sunday routine: washing clothes and general tidying around the house before catching the afternoon football games. Even though his stepmother had dressed in respectable (read unrevealing) clothes, Barry still found it difficult to concentrate on his studies. * * * That carried through to Monday as thoughts of Saturday night still lingered in Barry's mind making it an effort to pay attention to his three classes. He was glad that no one was home when he arrived around mid-afternoon so he dug out Elizabeth's panties stained with his semen that he'd kept and she never asked for and used them to have a satisfying masturbation. Fortunately, he'd finished and cleaned up by the time he heard Elizabeth enter and call him to help carry in groceries. By the time he arrived in the kitchen, she had already walked back out to the car. She was dressed conservatively in a knee-length skirt and short-sleeved button-up blouse and heels—nothing overwhelming. He grabbed as many bags as he could and followed her back inside. Regardless of her attire, walking behind her watching the sway of her shapely ass was no less a turn-on. "It'll be just you and me tonight," Elizabeth announced once they were in the kitchen again. Setting the bags on the counter, Barry asked, "What do you mean?" "Your dad was called out of town on sudden business," she explained. "He said he was going to text you." Barry pulled out his phone and saw the text that said nothing more than what Elizabeth did. Checking the time, he saw that it had come in during his last class. He noted that his phone was still on silent. He mentioned this to her. Elizabeth merely nodded and resumed putting away groceries. "So, how was your day?" "Nothing remarkable." "Okay, well, I'm going to work out for a bit and then fix dinner. Got a new exercise video I want to try out." "Yeah, sure go ahead." Barry grabbed a Pepsi and returned to his room. A few minutes later, he could hear the music from the video coming from the TV and seconds after that, he found himself drifting into the room to watch. She smiled at him as he sat on the sofa. She was dressed in a tank top that ended just below her breasts exposing her midriff. It was that stretch material that accentuated her breasts making them appear even larger. Her long workout pants were of the same material and clung to her ass and legs like another layer of skin, and likewise, gave them a shapelier look. As he watched her go through the routine, she was clearly more attractive and seemingly in better shape than the woman in the video. At one point, she spread her legs and bent over touching the floor with her hands. With her ass to him, he couldn't help but rub his cock through his pants, even though he had just masturbated a short while ago. As she did stretching exercises, her nipples were clearly poking into the material. What a sight! The next few things she did involved sitting and lying on her back, and all in all it was mesmerizing and a lesson in sexuality. The entire routine lasted twenty minutes. "Enjoy the show?" Elizabeth asked when she finished. "I'm tired just watching," Barry quipped. With a giggle, Elizabeth informed him, "I'm going to grab a quick shower and then I'll fix dinner." And it was all Barry could do to prevent himself from attempting to sneak in and watch her in the bathroom. But it was worth the wait because when she reappeared several minutes later, she was clad only in that red kimono robe that she wore yesterday morning. Once again, it was obvious she had nothing on underneath. Seeing the zeal with which her stepson had watched her exercise—actually, the way he always looked at her—and the fact that he had now already seen her nude, she decided there was no reason to be modest, particularly since John was not home to object. As she set about fixing dinner, she asked, "I hope you don't mind me dressing comfortably." "Oh, uh, not at all." "Truthfully, between you and me, I'm not as modest as your dad would like to think." "He can be something of a stuffed shirt sometimes," Barry noted. "Yes, but sometimes it's also quite refreshing. When you take care of yourself as I do, you get hit on by a lot of jerks. Your dad is not like that." "Sounds like another good lesson," Barry surmised. "It is. You'll get more from a woman by treating her with respect than by viewing her as a sex object. For a horny young man, that might be hard to understand." "I understand better than you think." "And still, you can't help but staring at me." Blushing slightly, Barry explained, "You're a very attractive woman. I don't get to see many of those, and then dressed like this. I'm sorry. I'm just looking. It also begs the question, when you decided to wear something like that, did you not think I would look?" "No, I was sure you would," Elizabeth admitted. "I'm just saying, you need to be a little more discreet; particularly when your dad is around." "If my dad was around, you wouldn't be dressed like that." "Maybe, maybe not. But with what you've already seen, and as I said at breakfast yesterday, there's no more point in being modest." With dinner now ready, they continued their conversation at the table. "Did he tell you anything about that later?" Barry wanted to know. Parental Guidance "Of course." "Of course. Makes me wonder what possessed him to invite me to watch the two of you in the first place." "He actually suggested it jokingly, but I picked up on it and encouraged it," Elizabeth revealed with a grin. "But still, he had to ultimately agree with it." "When we discussed ways to help you, it was he who said that just to tell you how to do it was no guarantee that you would do it correctly." She thought for a second. "The analogy he used was that when he taught you to drive he was able to be there with you to watch that you were doing it the right way." Barry nodded his understanding. "Is there a reason you wanted me to watch you?" "Honestly, it was simply to try to help you." She studied him for a moment. "So was watching really very helpful or was it just like live porn?" "It was real porn." Pensively, Barry explained, "I actually tried to study porn movies to see if I could learn anything. But they're just not real enough. I mean, the sex is real, but it's not the way ordinary people do it. So, seeing it done the way the two of you did it was helpful. But even then, knowing what to do doesn't give me the courage to do it." "So, how do we give you the courage?" He knew, but he wouldn't dare say. Instead, he merely shrugged. She knew also, but for a variety of reasons, didn't want to say just yet. So, they casually changed the subject and talked about other unimportant things. When they finished their meal, Barry offered to help clean up. Despite what Elizabeth had said, having her flit around in that tiny robe was a spectacle he didn't want to miss. Besides, something told him she wanted him to watch her. Still, he did take her advice and eyed her discreetly. If she noticed, she didn't call him out on it. Along the way, she dropped something on the floor and bent over instead of stooping to pick it up. That confirmed that she wore nothing underneath as he glimpsed her bare ass and luscious pussy. He even wondered if she'd done it on purpose. Elizabeth finished before him and left the kitchen. A few minutes later, he found her sitting on the sofa with her back leaning against a big pillow that was resting against the arm of the couch and her legs were stretched out and everything else covered up by the robe. "I'm going to watch some TV if you'd like to join me," she offered. Of course, he would join her. This evening could be a once in a lifetime occurrence. Barry sat just inches away from her feet. The television was on, but with the volume fairly low. She flipped through several channels, but didn't settle on anything, and then she handed him the remote. "You want to look?" He did, but nothing was appealing what with her nearly sprawled out with her spectacular legs on display. Finally, he landed on one of the premium cable channels on a show with sex and nudity. "Of course, you'd pick that!" she said teasingly giving him a light kick with her foot. But in doing so, she got a cramp in her calf. "Ow!" she cried. "My calf! I have a cramp." Acting quickly, Barry lifted her leg and began massaging the afflicted area. He lifted her other leg and slid over for better access. Despite her pain, she was careful to keep herself decent. As the cramp subsided, she said, "Wow! That feels really good. You're good at this. Do my other leg." He complied and she relaxed, sliding further down. "Oh, that is so good. You don't even know," Elizabeth purred. "Would it be too much to ask to do my feet?" "It would be my pleasure." "Yeah, I'm sure it would." But she didn't resist when he bent her leg to get to her feet, nor did she make any attempt to adjust the robe, which had now splayed to expose part of her pussy. When he did the other foot her legs actually spread revealing her pouty labia. The foot he finished actually landed on his crotch and it didn't take long for it to make contact with his raging hard on. Elizabeth eyes snapped open. "Mmmmm. Feels as good as it looked," she murmured. She rubbed it with the arch of her foot, closing her eyes again. As he continued massaging her foot and stealing glances at her luscious pussy, he casually asked, "Why did you want me to jerk off the other night?" "Because if that had been me watching up close and personal, my head would have been ready to explode. Just thought you needed the relief. You still have your souvenir?" "Yes. I'll treasure it always." Barry said it flippantly, but he actually meant it. "So, my relief was your only concern?" "Would you believe me if I said it was?" "No more that you would believe my only reason for coming to watch you and my dad was to learn." "Well, as long as we're being honest, I wanted to see your equipment. Part of your . . . dilemma . . . could have been . . . not having what it takes." Rubbing his cock again with the arch of her foot, she added, "I'm happy to say that size does not appear to be an issue." "So, I size up?" he asked. Though there was confidence in his voice, he truly wanted her approval. "Well, you know, your dad is very well hung," Elizabeth noted. Suddenly, his confidence waned. "But if you tell him I said you're bigger, I'll deny it." Breathing his relief, Barry said, "I can keep that secret." "Good. So, is this for me?" Elizabeth rubbed his cock again as a reference to her question. "Are you aroused by an older woman or do you just have a foot fetish?" "No foot fetish." "So, I do this to you?" "Well . . . yes, you do. And the skimpy robe doesn't hurt, either." Sitting up, Elizabeth said, "Wow, I had no idea you felt this way. Is it just because you got to watch us Saturday night?" Barry took a deep breath. He never expected to have to reveal this to her, but now that it was out, he almost wanted to. "No, it's been for some time." "So, you like older women?" He nodded. "Generally speaking, but you in particular. I keep telling myself it's wrong since you're married to my dad." He never stopped caressing her feet and ankles. "I don't know what to say. That's very nice. But I have to ask, is it just because of how I look?" "Well, I won't lie to you and say that's not it," Barry admitted. "That is a big part of it. But it's as much because you're a nice person and you treat me well. I have a couple of friends whose stepmothers are real bitches. They can't believe how well you and I get along." Smiling warmly, Elizabeth explained, "One thing you have to realize when you marry a man with children is that you're not just taking on a spouse, you're taking on a family. But it's a two-way street. You've always been kind to me also. You accepted me as your dad's wife. I never felt any animosity from you, so it was easy to be kind to you." "If anything, I'm jealous of dad." Elizabeth chuckled. "Do you think this has anything to do with your . . . performance . . . issues with girls your own age?" Shrugging, Barry answered, "Well, if it is, it would probably be because they don't hold my interest." "So, you're suggesting that your performance is directly tied to your lack of interest in girls your own age and that performance wouldn't be a problem with an older woman?" "Well, let's say that's a theory that hasn't been tested." "And if it could be tested?" "Then we'd have our answer." "And I bet you'd just love to test it out on me?" "I would," Barry responded honestly. "But I know that would be wrong." "Once again, since we're being honest, I would love to test this out." She cupped his cock in the arches of both of her feet. "Could an argument be made for parental guidance?" "It would have to be a strong argument." Barry took her hand and placed it on his hard cock and made it swell. "Is that strong enough?" "What about your dad?" "I've overheard the two off you talking about the fact that you want more sex than he can give you. This would just be filling a gap." Elizabeth's eyes widened and she offered a wicked grin. "You do have some strong arguments." As she said this she squeezed his cock. "What do you want to do?" "Everything I can think of." Her lips formed an O. "Oooh!" "And dad's out of town." Barry allowed his hand to travel further up her leg. "Hmmm." "You're so beautiful." "Aw, that's so sweet." She leaned closer to him. "So, let's see what you can do." Barry leaned in to her and their lips met. It was a brief but passionate kiss. Her robe had slipped off of her left shoulder exposing much of her breast. Naturally, his hand went for it. And then he bent down to kiss it. As his mouth attached to her nipple, his hand slid gently up her thigh making soft contact with her pussy. Tenderly, he ran his finger up and down her crack but did not penetrate. Elizabeth backed off. "Barry, I don't want this to get weird. I don't want things to get strange between us. I don't want to mess it up with your father. The fact is, you're right. Even though your dad is good in bed, he just can't give it to me as often as I'd like." "I understand." She leaned in for another kiss and the movement worked her breast completely free of her robe. Magnetically, his hand went for it again. This time she held his palm against it and really got into the kiss, emitting little throaty moans. Another minute later, she pulled back. "So far, no performance issues. You want to go into the bedroom?" "I thought you'd never ask." Elizabeth stood and tugged on his cock to pull him up. He then followed her down the hallway and couldn't help cupping her ass as they walked. Once in the bedroom, they faced each other and he immediately reached for the bow-tied belt of her robe. But she stopped him. "You anxious to see me naked?" "What do you think? It was kind of dim in your bedroom the other night." With a giggle, Elizabeth raised her arms, allowing him to continue. Removing the robe, he carelessly just dropped it nearby on the floor. Gleefully, she pirouetted to give him a complete view of her incredible body. It was even more magnificent than he thought. "Well, here I am naked. Your stepmother. Aren't you excited?" "More than you can imagine." He pawed her tits because they were dangling in front of him. In response, she wrapped her arms around his neck and kissed him. After a minute or so, she poked him on the chest with her forefinger and took a step back. "Now, I want to see that hard cock." However wrong this was, Barry didn't care. This might be his only opportunity with not only a beautiful woman, but this beautiful woman. He wasted no time in stripping off his clothes. Elizabeth gasped. Barry had been right. It had been dim in the bedroom Saturday night, and what she had seen then did not do justice to what she saw before her now. "Oh, my! It's even bigger that I thought." He bowed in appreciation. "Your body is even more incredible than I remember." He put his arms around her and rotated her around, gently laying her on the bed. "What are you going to do now?" she asked as he got on top of her. "I want to taste your sweet pussy." And with that, Barry kissed her belly button on down to her clit. He then took his dad's advice and used the tongue techniques he had described. Surely the fact that this was his stepmother was a major factor, but she tasted divine, like no other "girl" he had ever licked. It was as though her pussy juices were like a fine wine that had aged into a rich and nectarous vintage; not like the younger women whose snatches offered flavors of either dried urine or flowered cleansers. This was a real woman's pussy that he never wanted his tongue to forget. For good measure, he sucked her clit and labia and stuck his tongue as far inside as it would go. "How's that?" Barry asked. In an almost childlike voice, she purred, "Mmmm, it's so good." "As good as dad?" "This is not a competition. But, yes." "Just making sure I'm doing it right." "You are," she assured, dreamily. "I suggested to your dad that maybe part of your problem was the girls you were with. I'm beginning to think that diagnosis was correct." "I wouldn't dare debate you." Giggling, Elizabeth reached down and spread her pussy lips with her fingers. Barry concentrated his tongue on her clit and stuck two fingers in her hole. "Oh, yeah. Finger me. You're going to make me come." "That's the general idea." "How long have you wanted to lick my pussy?" Not missing a stroke of his tongue, Barry said, "Almost since the day you walked in." "So, you've been fantasizing about me all that time?" "Mmmhmm," he answered so as not to remove his tongue. "Mmmm, this is so good. I'm sure it's really, really wrong, but it feels really, really right." A throaty laugh vibrated his neck. He rubbed her clit with his thumb. "Oh, yeah. That's it. I'm going to come. You want me to come?" "Yeah, come on." Barry rubbed faster and jabbed her hole with his tongue. Elizabeth spread her arms out and threw her head back moaning and groaning. It wasn't a screaming orgasm, but rather a descriptive one: "Oh, yeah, oh yeah, oh, yeah. Keep doing that! Yeah, yeah, yeah! Oh, oh, oh." And he could feel her tensing as the climax ravished her body. One gratification for him was that she was making all the sounds he had heard her make with his dad, and he had made her come first as his dad had suggested. When her orgasm subsided, she reached down and pulled him up to kiss. She licked her pussy juices from his face and he thought that was as erotic as all hell. And then, when she took his thumb and licked her juices from it, he felt pre-cum ooze from his cock. "I felt that," Elizabeth said. "And I want to taste it." Taking command, she rolled him onto his back, positioned herself, grabbed his cock, but went down on it daintily, heightening his anticipation. "Oh, yeaaaaaaah!" he groaned. She sucked him slowly, sensually, with no urgency, taking him as deeply into her mouth as she could. He was too big for her to deep throat, but she managed to get most of him in. When he was good and wet, she used her hand to stroke him. No one other than he had ever jerked his dick, and having another hand on it—this hand—was almost better than being sucked. Almost. "Take it all," Barry pleaded. "Sorry, baby, you're too big." Hearing that was a turn on and it caused his penis to involuntary pulse. "Then suck the skin off." She chuckled and sucked a little harder. Then, as he had seen her do with his dad, she cupped his balls and gently rolled them around in her hand before taking each one into her mouth. It almost felt as though she was going to suck them right off, and though she didn't, the sensation was exhilarating. However, as fantastic as it felt to have his cock in her mouth, it was not how he wanted to have an orgasm with her, though he easily could have. He pulled her up as she had done with him and kissed her, but in the process he rolled her over, and when he was on top of her his dick magically found her opening, and as both of them were so wet, he slid right in. "Oh, my, you really fill me!" Elizabeth said happily. She spread her legs wide and he grabbed them just below the fold behind her knees. Barry heeded his dad's advice and pumped slowly even though she was so wet, his cock glided effortlessly. "Mmmm, you're so wet." "You made me that way." He fucked her harder. "Oh, yeah, your cock feels so fucking good inside me. It's so fucking big!" It was the first time he'd ever heard her use such profanity. He didn't mind. He actually liked it and was turned on by it, not that it was possible to be any more turned on. "Deep as you can," Elizabeth urged. And he plowed her slapping his balls against her ass. "Yeah, that's it. Fill me up with that cock." He'd never done it with a female who talked so much, but he kind of liked the encouragement; particularly since it was a sign she was enjoying it. "Want to try it doggy-style?" "Sure." And so, they quickly got into position, and if he'd thought fucking her in the tried and true missionary was heaven, this was heaven with the stars thrown in. Much deeper penetration, if that was possible—at least it felt like it was. "Oh, wow, that big cock in this position is a whole new experience." That comment almost made him fuck her harder, but instead, he had another thought to do it very slowly. And a whole new world opened to him. He'd never even masturbated slowly, always as fast as he could. Now, he realized he could feel more. Her pussy seemed to tighten around his cock actually caressing every part of it. He'd have to try it slow with his hand some time. What it was also doing was bringing him closer to coming. He announced this to her. "Well, then, let's do it together," she suggested. "I want to come again." "How do we do that?" "Position change. Me on top." Again, they quickly rearranged themselves. Elizabeth maintained the slow pace, and seemingly in seconds she was having a much more explosive orgasm than the one she'd already had. Barry could feel the spasms in her pussy and thighs, and amazingly throughout, she never let up on him. She actually performed all of the gyrations on him that he had witnessed her do with his dad. The experience of her climaxing while fucking him was about as much as he could take. "I'm gonna come!" "Not inside me." She raised herself enough for his cock to slide out and then pressed her pussy against it until it was flat against his abdomen. With her pussy lips spread and straddling his dick like a saddle, she slid forward and back until jets of hot, thick semen spurted out in a line up to his chest. This was accompanied by uncontrollable screams of joy as Barry experienced the greatest, most satisfying orgasm of his life. He was so excited, he couldn't stop rambling on about it. Finally, Elizabeth calmed him down. "Well, you do what you just did with me with your girlfriends and they'll be breaking down the door for you." "I don't want to do it with any of them. Just with you! How long will dad be gone?" "He didn't say. Hopefully, a couple of more nights." "Hell, yeah!" But that didn't happen. Before the cum even dried, John called before bedtime to talk with his wife—as he normally did when he traveled—to tell her he'd be home tomorrow afternoon. * * * Barry relived that magnificent evening over and over in his dreams. Even on the brink of wakefulness he could still feel his dick embraced in that warm, moist . . . his eyes snapped open. What he was actually experiencing was Elizabeth's mouth engulfing his rock hard cock. She looked up and smiled as best she could with her mouth stuffed. A moment later, she let it out and said, "Time to wake up. Thought this might be better than a harsh alarm." He grinned, still not completely awake, but enough to close his eyes and let his stepmother go back to work. She had him coming in minutes. But she didn't let him off that easily. She straddled his face, planting her pussy squarely on his mouth. He got the message and licked her to orgasm also. With full awareness also came the realization he had fallen asleep in her bed—his dad's bed. The thought of that made him smirk. As they showered together, Elizabeth reminded him that his father would return home that afternoon. "Does that mean we won't be doing this again?" Barry asked. "Not while he's home." "During the day when he's not?" "If you're not at school." Parental Guidance "I don't need to spend as much time at school as I do," he advised. "I only have three hours of class a day. I usually just stay most of the day to do homework or hang out with friends." "That's great. But we don't want to let this get out of hand. If we get careless, we get caught." "Why did it take us so long to do this?" Barry mused aloud. Shrugging, Elizabeth said, "I don't know, but it wasn't until you unleashed that magnificent cock while watching us that I knew I had to have it." His pride swelling, Barry admitted, "Well, I can't tell you how much semen I've spilled over you." She patted his cheek. "That's sweet." "Should we feel guilty about this?" "Do you?" "No." "Neither do I," Elizabeth answered. "You don't feel bad that you're cheating on my dad?" With a stern look, she asked, "Are you trying to make me feel bad?" "No, of course, not. Just wondering." "Well, it's as you pointed out last night, I need more sex than he can give me. You presented an opportunity to fill that gap. Strictly speaking, it is cheating. But I'm not doing it because I'm unhappy with him and I certainly don't want to leave him." "Well, that counts for something," Barry agreed. For the record, they did fuck again before Barry departed for school, and they had a quickie when he returned home, not knowing what time John would arrive. As it turned out, he walked in the door about the usual time he did after work. Though he knew it shouldn't, it bothered Barry that his stepmother followed his dad into their bedroom, and since she had not started dinner yet because she didn't know exactly what time to expect him, he could hear the couple having some pretty intense sex. The thought gnawed at him. When Elizabeth appeared in the kitchen before his father, Barry had to ask, "Was that really necessary?" In her kindest voice, Elizabeth admonished, "If you have any hopes of doing it again with me, lose that attitude." They regarded one another momentarily with cold eyes. "I'm sorry," Barry offered, genuinely meaning it after coming to the realization that, regardless of his feelings, he couldn't hold that against her. "You're right." She merely walked off, but he still had to force himself to be cordial during dinner. * * * The next morning, Barry remained in bed until he was certain his dad had departed for work. He went directly to their bedroom and entered. Elizabeth was standing nude at the vanity in the master bath. She saw him through the mirror. "Don't you knock?" Halting before entering the bathroom, Barry said, "I thought—" "Doesn't mean you still shouldn't knock." "Sorry. I've never done this before. Don't know what the boundaries are." He knocked on the open bedroom doorframe. Elizabeth shot him a curt smile. "We do nothing to arouse suspicion is where the boundaries are. John is my husband, and his needs and wants take precedence over yours. If you can't accept that and if you're going to continue to act as you did last night, then we end this now." "Understood." "Good." Reeling from the reprimand, Barry slowly approached her as she continued brushing her hair. He put a hand on her right elbow and kissed her shoulder. She didn't resist as he slid his hand further to cup her breast. In fact, she closed her eyes, enjoying his sensual touch. He put his other arm around her waist and she could feel his hard cock pressing against her rear. She couldn't help but turn to face him and their lips met in a tender kiss. It took no time for it to become passionate, so he turned her around and walked her backward to the bed, although she was pulling him as much as he was pushing her. He managed to drop his shorts just before they hit the bed and he fell on top of her. Elizabeth spread her legs willingly and reached down to hurriedly guide his cock into her now desperate pussy. Amid heavy breathing, they fucked furiously for several minutes. However, just as both were on the verge of what had the makings of very satisfying orgasms, they heard the front door open and close, followed by John's voice. "Elizabeth?" Barry scrambled and pulled up his pants as he hobbled into the master bathroom. "What are you doing?" John asked as he entered the bedroom and saw her sprawled out naked. "Just cooling down before getting dressed. Did you forget something?" He scooped up his cell phone off the night table and held it up for her to see. She hadn't noticed that he'd left it. She merely nodded. "Damn! You look good enough to eat," John remarked. "So, who's stopping you?" "Who indeed?" John took off his coat, stuffed his tie into his shirt and knelt down as she spread her legs to allow him to lick her pussy. His mouth action lasted only a couple of minutes when he said, "There's actually something else I'd rather do." "Oh? What's that?" she asked teasingly. Quickly standing, John hurriedly undid his pants allowing them to fall to the floor, and then he pushed his underwear down causing his cock to spring out. He grabbed it and swung it in a circle. "Oh, yeah, baby," Elizabeth purred. "Give me that hunk of burning love." John pounced on his wife in nearly the same position as she had just been in with his son, much to Barry's disgust. Barry watched for a few seconds, and with his father's back to him, quickly snuck out of the room and back to his own. John came quickly, and being primed by his son, fortunately, so did Elizabeth. He stood stepped into the bathroom, grabbed a towel and cleaned himself off. He quickly put himself back together. "Sorry, I have to eat and run," he said satirically. "Big meeting this morning." "Go," she said with a wink and a smile. Arising, Elizabeth went to clean herself off, but didn't bother to dress. * * * Though he was highly pissed off, Barry quickly heeded his stepmother's warnings and at least pretended not to be bothered when she sauntered into his room nude after he heard his dad depart—again. Elizabeth knew he had an earlier class today than yesterday, so she merely pushed him onto his back on the bed, pulled out his cock tugged on it until he was completely hard again, and then, periodically dribbling saliva on it for lubrication, jerked him to a massive orgasm. At first, he had wanted to finish fucking her, but before he could realize that his dad had just come inside of her, the slow, sensual manner in which her hand attended to his cock and balls was something he had never experienced. There really was something about a woman jerking off a man. It actually felt incredible to have someone other than himself doing it. She beat it mercilessly until he came, treating it like it was the hen that laid the golden egg. And so went the rest of the week. Barry and Elizabeth would fuck each morning as soon as they were absolutely certain John was gone. She had even taken to doing a walk around the house to make sure he hadn't forgotten anything. As soon as Barry returned home from school they would fuck again. It was great! On Thursday evening at dinner, John asked, "So, you have a hot date this weekend now that we've given you some pointers?" "Yes," Barry responded, having anticipated such a question at some point. Elizabeth looked up sharply, not having anticipated that possibility. She quickly glanced at her husband hoping he hadn't seen her reaction. It didn't appear as though he had. "With an older woman," Barry announced. Fortunately, Elizabeth was still looking up so she didn't have to worry about a questionable reaction. However, Barry saw the fire in her eyes. "An older woman," John repeated with some concern. "How much older?" "Don't know her age, but I'm going to spend the entire weekend with her." "Who is she?" John wanted to know. "Elizabeth," Barry responded. John turned sharply to his wife, who merely shook her head. "Elizabeth Carlson," Barry clarified. "She wrote the textbook I have to study for a big exam on Monday." Elizabeth thought she was going to pass out. With a chuckle, John commented, "You had us going for a minute." Barry merely grinned, but then became fearful when Elizabeth stared daggers at him. "Sorry," he thought he should say. "I thought it would be funny." Not surprisingly, Elizabeth was not so eager Friday morning to jump in bed with her stepson. He apologized profusely, but she decided to instill some fear in him because of his careless joke by telling him that his dad questioned her suspiciously later last night. It was not true, but it had the desired effect by making Barry swear to be more careful. As it was, she would only allow him to lick her pussy and sent him off to school with a leaking hard on. However, she did let him off the hook and fucked him good when he returned home. Which was good for Barry because with the weekend and his dad home the entire time, it was pure misery. Barry received one handjob Saturday afternoon when his dad went out to collect the mail and stopped to talk to a neighbor. They watched him from the window as Elizabeth's hand flew up and down his shaft. He had become so horny it didn't take him long to explode. Unfortunately, there was nothing he could do for her. But Sunday was made more tolerable, not because more opportunities arose, but rather John received an email telling him he was on a plane Monday morning probably for most of the week. * * * Unfortunately, Barry's exam was early enough on Monday morning that there wasn't time for relief with his stepmother and he had a difficult time concentrating on the test. However, despite that distraction, he felt he did well. Pleased with himself and horny as hell, he rushed home looking forward to an exciting afternoon of hot sex with Elizabeth since his dad was out of town. Except that she wasn't there when he arrived. He called out for her just to be sure, but her car was not in the driveway so it was obvious that she really wasn't in. Elizabeth was a part time realtor so she was likely out showing a house. Barry swore silently, disappointed that there was no immediate relief for his horniness. He went into hers and his dad's bedroom toying with the idea of jerking off to the scents that were uniquely hers in the master bathroom. But he quickly turned around and decided to hold off in hope that she would be home soon and be as eager as was he. He grabbed a Pepsi and parked himself on the sofa in front of the TV. Sure enough, Elizabeth returned home a short while later. Hearing the television, she walked into the den and dropped her purse on the coffee table. She was wearing a dark blue form-fitting dress, not real tight, but enough to show off her fabulous figure. Similarly, it wasn't real short, several inches above the knees, yet sufficient to reveal a great pair of legs, which were enhanced by the sheer blue stockings she had on. When she sat beside Barry, her hem rose halfway up her thigh, but she made no attempt to adjust it. "I missed you this morning," she said. "Me, too. Had a hard time concentrating on my exam." With raised eyebrows, she asked, "So, how did you do?" "I'm sure I passed well enough. Been showing a house?" "Several. Young couple couldn't make up their mind." Elizabeth crossed her legs. "My feet are killing me. Shouldn't have worn these stockings and heels." "You look great in them," Barry complimented. "Thanks." "Why don't women wear stockings much anymore?" "Just no longer really in style. But sometimes they make an outfit." She adjusted her legs so that they were crossed like a man so she could rub her ankles. "They make that outfit." She merely giggled. Barry sat up from his slouch, patted his lap and reached for her leg. She swung her body to him and allowed him to stretch her limb over his legs. He rubbed her calf and ankle gently, and then removed her shoe and attended to her foot. "You're so good at that," Elizabeth said. "You could teach your dad a lesson." Barry turned to glance at her and smile. In that motion, he noticed that with her one limb in his lap and the other on the floor, her legs were spread and he could see all the way up to her crotch revealing that the stockings were actually pantyhose. Beyond that, having already seen her naked, there was still something erotic about looking up a woman's dress. While enjoying the foot massage, Elizabeth lifted her other leg and removed that shoe also. She rubbed her foot against Barry's leg until he got the message to work on that one also. Touching her legs again reminded him that he found it almost as stimulating as touching her more private parts. Likewise, Elizabeth had never really had any foot or leg massages. She meant what she told Barry about teaching his dad. And once again, she was actually becoming aroused by her stepson's sensual hands. She let her head fall back against the sofa and allowed her hand to drift down between her legs. Rubbing her pussy against the soft nylon of her stockings was also a unique feeling, one she could not recall having had. This also brought the hem of her dress up to her crotch. She also realized that with one foot in Barry's hands, her other foot had come to rest on his erection. Of course, she did the logical thing and rubbed it with her arch. Grinning and relieved that it was coming to this, Barry allowed his hand to travel up Elizabeth's leg, but he halted just before touching her pussy. Finally, she sat up, went for his boner with her hand and his lips with hers. After a brief kiss, she undid his pants and lowered them enough to expose his cock, which she wasted no time in mouthing. Barry couldn't get over how good she was at sucking dick. She got on her knees and squatted on the sofa and he was able to slide his hand between her legs to rub her pussy. After a few minutes of this, he pulled her dress up, and her mouth let go of his cock long enough to pull her dress up and off. They got into a sixty-nine position, but licking her pussy through the pantyhose was not the same. "There's something really erotic about you in just pantyhose," he pointed out. "Yeah, you like that?" "The nylon adds a different element." "Then how about this?" Elizabeth turned around and got into position to rub his cock with the arches of her feet. "Oh, that's nice. Wish I could fuck you in your panty hose. Can we cut a hole in the crotch?" "No, these are expensive. But we can do this." She removed his pants and shirt completely and had him sit on the sofa. She then pulled her pantyhose down just below her pussy and sat down impaling herself on his cock. She leaned back against him resting herself on her arms and bounced up and down. Elizabeth got tired of holding herself up so she rolled onto her side taking Barry with her. They spoon-fucked still with her pantyhose just below her crotch. The position didn't really matter, and while the stockings were an added inducement, just having his cock inside her pussy was more than enough for Barry. There was nothing like the feel of having one's cock inside a vagina, but this one felt unlike any of the few he'd ever had. He couldn't imagine anything—or anyone—in life being any better. To experience it even more, Barry arranged Elizabeth on her back, knelt down and fucked her in this position. As an added erotic thought, he grabbed her ankles, lifted her legs and pressed them against his chest to feel the nylon rub against his skin. Elizabeth liked that and her breathing began to quicken. She urged him to fuck her faster, and he was only too happy to comply. She came in a screaming orgasm and her pussy seemed to get wetter as she climaxed. He was further amazed at how long it lasted. It was so thrilling, it drove him to the edge. Assuming she didn't want him to come inside of her, he pulled out and rubbed his dick against the nylon of her thighs and shot jets of semen all along her stockinged legs. When they were both finished and she saw what he had done, she frowned and he took that as a sign that she was annoyed. He quickly apologized. Then she started giggling. "It's okay. They wash. You have a naughty streak." "I'm sorry," Barry again offered. "Don't be. I like it." They relaxed for a while in the afterglow and then sent out for pizza for dinner. And after eating, just when Barry thought it was time for round two, his dad called and Elizabeth excused herself to the bedroom to talk to him behind closed doors. Barry attempted to listen at the door, but she spoke softly, and aside from periodic giggles, he heard nothing. And what was worse, they talked long enough that he got tired of waiting and went to bed. * * * Once again, he awoke to the marvelous feeling of her lips closed firmly around his hard cock. However, when he opened his eyes, Barry realized that this time it really was just a dream. A quick glance at the clock told him he had slept a little longer than he had planned to so he jumped out of bed, his erection having worked its way through the opening in the front of his boxers and hurried down the hallway to the master bedroom. Now, he expected to see his gorgeous stepmother sultrily draped across the sheets, but once more, he was disappointed by an empty bed. Looking around, he saw the light on in the master bath. Elizabeth emerged a moment later, fully clothed in another striking dress, this one a dark red with black sheer stockings this time. When she saw him, she giggled at his dick poking out of his shorts and gave it a single tug. "Why are you all dressed up?" he asked. "I have a closing this morning," Elizabeth revealed. "Wow. All of a sudden you're busy." "It comes in spurts—like you," she joked and chuckled. "Got to take it when it happens." "I wish I was coming right now." "Wish I was also." "What time did you end up getting off the phone last night?" Barry wanted to know. "I don't know. Wasn't that late." "Dad's not usually that talkative on the phone." "Well, he's alone on this trip, so he was bored. And I enjoy talking to him." "Will you be home this afternoon?" "Unless something comes up." Barry glanced down at his exposed penis. "Something is up." "Clever." She pecked him on the cheek and patted his cock. "See you later." School was boring, and being as horny as he was, Barry had a difficult time concentrating. He was eager to get back home. A couple of his friends that he normally hung around with wanted him to shoot some pool in the student union, and when he refused, they badgered him about what he was doing in the afternoons now that he didn't seem to want to run with them. He passed it off with an excuse about having a lot of homework, but they didn't seem to believe him. When they suggested he was seeing a girl, he said in his most preposterous tone that that was it and he was screwing his brains out. That shut them up because they believed that even less. Continuing what he hoped was not a trend, Barry was again disappointed when he returned home to an empty house. He had the same thoughts about masturbating in Elizabeth's bathroom, and like the day before, he held off hoping she would arrive home soon. Except today, she did not. Finally, around dinner time, Elizabeth arrived home bearing bags of Chinese food for their meal. "Where have you been?" Barry demanded. After putting the bags down on the counter, she looked at him coldly. She lifted up her dress and asked, "You want some of this?" "Yeah. I've been waiting all afternoon." "Then you'd better change your tone. This is the second time you've given me attitude. There won't be a third." Parental Guidance Snapping his neck back and realizing what he'd done, Barry bowed his head and offered, "I'm sorry. I'm just, you know, horny." "So am I, Barry. But sometimes, work and school have to take precedence." "You're right." Elizabeth proffered a smile that would have made him lick mud off of her feet and pecked him on the cheek. "Good boy. Now, let's eat and maybe we can get to it before your dad calls." However, as the day had gone, so did the evening with John phoning earlier than usual. Barry tried to hold out hope that the sooner than expected call would mean that it would not end as late. Not surprisingly, that didn't happen either. As with the previous evening, Barry walked down to his parents' bedroom to listen through the door, but to his surprise, Elizabeth had left it open. He wondered what that meant. Did she not expect the call to last long? Boldly, he stood in the doorway. She saw him and shrugged with an expression that she didn't know what was going on. "Yeah, I'm kinda itching here too," Barry heard Elizabeth say. "I'm in bed in only my sexy red bra and panties that you like." She was trying to squirm out of her dress but was having a difficult time while holding the phone. She signaled Barry over to unzip her. He took the liberty of removing the dress. She had already removed her stockings and was indeed left with the undergarments she had described. Barry attempted to palm her perfectly rounded ass cheeks, but she got back in bed and sat against pillows propped on the headboard before he could. "You want to have a phone sex session." Barry had been too busy ogling over Elizabeth's body in the sexy underwear and only caught the end of the sentence. He couldn't tell if she was asking his dad or if his dad had asked her and she merely repeated it. "Yeah, you have been away far too long. We can help each other out." Barry quickly tried to rid his mind of the image of his dad laying on a bed in a hotel room jerking off with the phone to his ear. "You want me to take off my clothes?" she asked. "Okay. Yes, the bedroom door is closed. He's watching TV." Obviously, Barry's dad was asking about him. Once again, she signaled Barry to assist, but she had only removed her bra. "I've got my top off and I'm touching my breasts as you would. You have your bottom off?" With a wave of her finger, Elizabeth directed Barry to strip. He had no idea where this kinky evening was going, but as horny as he was, he didn't care. He complied in an instant. "I'm going to get my toy cock and pretend it's you. And I'm going to suck you like crazy." She reached out for Barry's rigid rod, bent over and took it into her mouth. She exaggerated her sucking sounds for John's benefit. "Mmmm. It's so good. And you're so hard, aren't you?" Barry was halfway listening, and despite this very odd situation, he was enjoying her mouth on his cock immensely. "You ready to stick it in me?" Elizabeth was asking. And though he knew she was talking to his dad, Barry still nodded his head. "I'm taking off my panties." Barry didn't wait to be instructed, he immediately went for what there was of her panties. He removed them slowly, carefully, and as an afterthought, held them to his nose and inhaled her womanly fragrance. It was an aphrodisiac. Watching him, Elizabeth grinned, but fought to keep it silent. "You ready to shove that nice hard cock that I just sucked into my pussy?" Elizabeth spread her legs wide and her gaping vagina was wet. She grabbed Barry's dick and tugged on it, pulling him onto the bed, between her legs and guided it into her pussy. He wanted to moan at the exquisite sensation of a penis when it first enters a woman's opening, but he knew he had to remain silent. Regardless, it was still heaven. "Oh, it feels so good going in," she cooed. Though she was talking on the phone, Elizabeth was looking at Barry and he wanted to believe she was really talking to him. She backed his cock out and rubbed the head against her clit. "Mmmm. I'm rubbing that cock tip against my clit. It's so good." She let go of it and Barry began fucking her slowly. "Oh, it's so nice having you inside my tight pussy." Barry maintained a steady pace; not fast or slow. He reached out and caressed one of her lovely breasts that was jiggling back forth from his thrusts. And she smiled. "Oh, it feels so good going in and out." In between her commentary, she was moaning, oo-ing and ah-ing. "Mmmm you're going so deep. Do you feel how nice and tight and wet my pussy is?" Barry wanted desperately to make a noise, moan, groan, anything, but he knew he couldn't. "Oh, baby, you're making me so wet. Want to do me from behind? Let me get on my knees." Barry took the cue, pulled out and waited for her to get into position. Then he rammed it back in. "Do me harder, baby." So, Barry did; enough that his balls were slapping against her thighs. "Oh, oh, oh, yeah that's it! What? What noise? Oh, that's just the bed creaking." Elizabeth quickly pushed on Barry to slow him down. Apparently, his dad had heard the slapping balls. To cover up, Elizabeth quickly said, "Come on, baby, I'm ready to come. I want you to come for me too. I want to feel your hot sperm all over me." Barry pumped her as fast as he dared while still remaining quiet. He could tell that the sounds she was making were genuine, having heard her climax a number of times. "I'm coming!" she shouted. "You, too? That's great! I love it when we come together." Concentrating intently on what he was doing, Barry reached down and held his balls as best he could so he could drill faster without making a noise. Fortunately, it worked and he pulled out and sprayed his load all over her back. "Oh, yeah, that feels so good! Oh, I miss you so much. I can't wait for you to come home. I need your real cock." As the conversation shifted to non-sexual matters, Barry eased off the bed as Elizabeth gestured for a towel. He got her one and cleaned all of his jism off of her back. He used the same towel on himself and then sat on the edge of the bed. Elizabeth reached out with her foot and rubbed his cock. She mouthed to him, Shouldn't be long, and waved her hand for him to leave. But it was long, and once again, he slept alone. * * * For Wednesday morning, Barry cleverly set his alarm to wake him very early, well before sunrise. He slid out of his bed and hurried down the hall to Elizabeth's room. The first rays of the morning light were just beginning to illuminate the steady rise and fall of her voluptuous bosom. He breathed his relief at having arrived in time this morning. Stepping out of his boxers, he eased under the covers. The warmth of her body electrified him. She was on her side so he squirmed closer and spooned her. He couldn't be sure, but he thought her heard her giggle. Finding that strange, but not sure if she was dreaming and merely vocalized it, he whispered softly so as not to awaken her if she was sleeping, "Are you awake?" "I am now," Elizabeth responded in a normal tone, but still snickering. "What's funny?" "You. Up early to get in my bed." "I'm sorry, but this trip of dad's did not turn out to be the opportunity for us that I thought it would." She reached around behind her and grabbed his dick, stroking it softly. "Yeah, who knew?" Just then, the phone rang. "Aw, fuck!" Barry exclaimed as Elizabeth reached to answer it. "Hello?" She listened. "Where are you?" The caller spoke more. "Okay. See you soon." "What now?" Barry asked, clearly not masking his frustration. "That was your dad calling in flight. After he got off the phone with me last night he received a message that his business today was cancelled, so he was able to get an early flight home. He wants me to pick him up at the airport." "How long do we have?" "I have to get up now and get ready and head for the airport." "Aw, fuck!" "And there's more. He's off the rest of the week." Without waiting for further expletives, Elizabeth arose and went into the bathroom. A minute later, Barry heard the toilet flush followed by the shower. He got up and went into her bathroom just as she was stepping into the spacious shower. His waning erection found new life upon seeing her naked. Elizabeth noticed and chuckled. "You can come in if you want." Knowing it was the best he was going to get over the next several days, he followed her in. The warm water was relaxing. He watched her wash her hair and body, and then, to his surprise, she soaped him up and scrubbed him clean. She paid particular attention to his cock, lathering it up nicely, turning him away from the shower spray, and with her breasts pressed firmly against his back, she reached around and jerked him off. His knees were weak as he spurted a healthy load. Turning him back to the water, she rinsed the semen off of his penis, turned around and guided it between her legs from the rear, but not into her pussy. With it nestled against her snatch, she pulled his arms around her and directed his finger to her clit. He got the message and rubbed her knob until she came also. When she finished, Elizabeth said, "I know it wasn't the best, but that's all we can do for now." "It's was better than nothing." With that, he pressed his lips to hers, and though she really didn't have the time, she allowed a minute for the kiss. He took his time drying off so he could watch her dry and fix her hair and apply her make-up. She remained nude the entire time, and he didn't know if that was normal or simply for his benefit, but he didn't care. Just watching her magnificent body in motion was as much a turn-on as anything. Once she was ready to leave, he followed her down the hall as far as his bedroom where she gave him a quick peck on the lips and went on. A minute later, he heard the connecting door to the garage open and close. Still aroused from watching Elizabeth, Barry returned to her bedroom where, in her haste, she had not made her bed. He crawled under the covers and inhaled the residue of her unique aroma. Grabbing a wad of the sheets, he lifted it to his nose and drew in the same intoxicating scent. Wickedly, he wrapped that handful of the sheets around his cock and pumped madly. He was careful to shoot his load on his abdomen and not leave any telltale signs on the bed. * * * Today and the next four were pure hell. Barry hung around the campus all day during the rest of the week as he had done every day before the . . . thing . . . with Elizabeth had begun. He offered no explanation to his friends, nor did they seek one. No doubt his somber mood was telling enough. While at home, his dad was constantly around, either watching television, helping in the kitchen or just generally being in the way—at least as far as Barry was concerned. He couldn't tell what Elizabeth's feelings were. There hadn't even been any opportunities for quick handjobs. Strangely, Barry's dad did not question his son on his sexual conquests. On one hand it was good because Barry didn't have to make anything up. But it was odd given the fact that John had been so willing to help a couple of weeks ago by allowing Barry to watch the parents having sex. Given his newfound sexual adeptness, on Friday, Barry had a wild idea to find a date. There was a cute blonde in one of his classes he'd had an eye on. She was quiet and reserved, but attractive. So, he took a chance and she said yes. They had a good time, but he never found out if he had overcome his previous performance issues because she let him know that she was not the type to jump into bed on a first date. She was coy and that led him to believe she was still a virgin. It wasn't a strike out, but neither was it a trip to first base. On Saturday morning, Barry and Elizabeth had a few moments alone in the kitchen. It wasn't enough time to do anything other than a brief chat. He asked her if she was enjoying his dad's time off. Surprisingly, she said she would be if they were spending more time in the sack. They'd barely done it twice since he returned home and she was going out of her mind. "Wish I could help," Barry offered. "I know exactly what you mean." "I wish you could, too," Elizabeth agreed patting him on his cheek. "Monday can't come quick enough." And it was that thought that got him through the remainder of the weekend. * * * Awakening early on Monday morning, Barry got up and stood by his bedroom door listening. He heard activity in the kitchen, and then he heard the connecting door to the garage open and close. He waited a couple of minutes more. Hearing no return, he stepping quickly down the hall to his parents' bedroom. He knelt on the floor on her side of the bed. Elizabeth was already awake, but her face registered alarm when she saw him. "I heard him leave," Barry told her, reassuringly. "Hasn't been long enough." And she was right. They heard the garage door open again and it was obvious John was coming down the hallway. Both panicking, Barry hurriedly looked around for a place to hide, but all he had time to do was drop to the floor on her side of the bed which was nearest the wall and not visible from the entrance to the bedroom. "Still in bed?" John remarked. Forcing a yawn, Elizabeth asked, "I thought you left?" "No, just had to get some papers out of the car. Got to make a couple of phone calls before I leave." "Want me to fix you some breakfast?" she asked dutifully. "No. I already put coffee on." He turned and walked out of the room. A minute later, he could be heard in the kitchen. Barry popped up as Elizabeth sat up, her naked breasts jiggling. He froze for a moment at the sight, but she pushed him with an aggressive whisper. "Get out of here!" He barely made it to the door before John was heading back to the bedroom cursing because he'd spilled coffee on is tie. Without it registering that his dad was coming to get another tie, Barry stupidly ducked into their walk-in closet. A little more astute, Elizabeth rushed to the closet door and pretended to be looking in for something to wear. When John entered, he was removing the soiled tie. With a grin, she held out her hand for it, feigned studying what he was wearing and took a half step into the closet to reach tie rack. Barry couldn't help but reach out and paw her magnificent breasts. She gave him a mock frown, pulled a replacement tie, backed out and handed it to John. "Might want to hold off putting it on until you're ready to leave," she recommended. "Good idea." Glancing at her tits, he added, "Might want to cover those." He nodded toward the bedroom door as though Barry was standing outside. Elizabeth shrugged. "As you know, he's already seen them, but you could have closed the door." And on his way out, he did. Elizabeth threw on a robe and led Barry to the door and opened it enough to peek out. Seeing the coast was clear, they both headed down the hallway. They stopped where it divided; one way into the kitchen, the other toward Barry's bedroom. John could be heard talking on the phone. Elizabeth inched her head far enough to see him sitting at the breakfast table, his back to her. Still, it was too risky for Barry to head to his room, so she motioned him to stay there. Barry nodded, and feeling playful, tugged on the loosely tied belt of her robe. It came apart and the garment opened. He couldn't resist touching her tits again. With her husband seemingly engrossed in his conversation, she allowed her stepson's advance. After all, she was just as horny as he obviously was. As John blabbed on, she knelt down, pulled Barry's cock out of his shorts and sucked it for a couple of minutes. When it sounded as though the phone call was about to end, Elizabeth retied her robe and headed into the kitchen only as far as the counter, which acted as a separator between the breakfast table and the cooking area. Her spouse saw her and nodded as he dialed another call. As she poured herself a cup of coffee, out of the corner of her eye she saw a mischievous Barry crawling in on hands and knees. The counter hid him from the breakfast table. He lifted Elizabeth's robe and kissed and licked the crack of her ass. Though she loved the kinkiness, she did her best not to react lest her husband glance up again. This was a shorter phone call, and when John hung up and could be heard rising from his chair, Barry scurried behind the island as Elizabeth went around the counter. "I'm off to work," John said. She walked up to him and kissed him turning his attention away from the island. "Have a good day." Once they heard his car pull out of the garage, Barry stood and walked over to Elizabeth. They kissed and he could taste his father's coffee kiss on her lips. She then dropped to her knees again, pulled out his cock and engulfed it in her mouth. "Mmmm" sounds escaped her lips as she sucked. He let her continue for a couple of minutes, and much as he would like her to continue, he wanted to suck her tits. He stood and did just that. However, Elizabeth was just as anxious to suck his cock some more so she backed him to the chair his dad had been sitting in, shrugged off her robe, pushed him down and pulled off his shorts. She then shoved him almost all the way down her throat, at least as far as she could physically go. Each time she came up she went just as far down. But it wasn't until she grabbed his balls and licked and sucked them that he was unable to stop her. She was so good at this and it was such an incredible feeling. It was almost worth the long wait to have her so desperately aroused that she was in overdrive. And so was he. And the only reason he stopped her this time was because she was so aggressive he feared he would come too soon. He sat on the floor, pulled her panties down, had her straddle his face and attacked her pussy with the same vigor. She assisted by rotating her hips and pivoting back and forth. After a few minutes, his neck became tired, so he laid her on the floor, spread her legs and gave her more proper cunnilingus. Elizabeth was proud that Barry had become so adept at sex and particularly skilled in pussy-licking. She hated to think it, but he was becoming even more accomplished than his dad. She loved many forms of sex. Of course, there was nothing like having a big, hard cock stuffed in her pussy, and Barry had just such a tool. But almost as comparable was a deliciously pointed tongue that could make surgical strikes on each part of the region between her legs, and her clit in particular. When he zeroed in on that little knob it took no time for her to experience a blistering orgasm. She grabbed his head and kept his mouth pressed firmly against her pussy as every nerve in her body tingled with a long overdue climax. When she finished and let go of his head, he nearly had to gasp for breath. But for her, this was only an appetizer. She stood, pulled him to his feet, sat him down in the armless chair, and facing him straddled his lap sinking his cock to the hilt. She bounced up and down on him as though she had an itch that she couldn't scratch. He assisted with upward thrusts, thrilled to finally have his aching dick in the warm confines of her wet pussy again. He didn't think he would ever be able to get enough of her. Every time was like the first. He pulled her face to his and kissed her passionately, but she didn't allow it to last for long. It was obvious she was horny and just wanted to fuck. Perhaps after school today they could actually make love—even though he knew she was not technically "in love" with him. Sometimes you wanted it hard and rough, other times soft and loving.