2 comments/ 38485 views/ 10 favorites MILF Fantasy Ch. 01 By: Drakon66 A MILF Fantasy (A Sequel to Happy Birthday) Kim arrived home after a long day showing houses. It was Friday and she was looking forward to the weekend. She removed her forest green jacket as she climbed the stairs to her room. She stepped out of her low heeled pumps, unzipped her knee length skirt and tossed it and her jacket onto her king sized bed. Kim unbuttoned her cream colored blouse and added it to the pile forming on her bed. Just as she was about to remove her lacy bra that had become uncomfortable holding her massive 38E breasts, she heard her side gate close. Fear shot through her as she tip-toed to her sliding glass door that opened onto her balcony over looking the backyard. Her heart pounded as she looked for the person who had trespassed into her yard. Kim felt very vulnerable standing in just her bra and smoke grey pantyhose looking for an intruder until she saw Danny walking toward the diving board at the side of her pool. Relief then excitement washed over her and she was about to open the glass door to give him an erotic show when she saw Mark walking over to one of the chase lounges. 'Damn it!' she thought. It had been four long weeks since she had given Danny his 'special present' for his 19th birthday and she was in need of more of his beautiful cock. Just that thought alone made her pussy begin to tingle, but with his college room mate around the opportunity of fucking him again quickly vanished. Kim resigned herself to putting her vibrator into service to relieve her tension when she saw both young men stripping off their tank tops. She had told Danny years ago that he had an open invitation to use her pool anytime he wanted and it appeared that he and Mark were going to take her up on the invite. Danny dropped his shorts to reveal a tight blue Speedo that somehow managed to conceal his impressive cock and balls. He dove into the deep end and began to swim a slow lap across Kim's pool. Mark wasn't wearing as tight of fitting swim suit as Danny but Kim could tell he was even better endowed than Danny. Her pussy was now on fire as she watched the two teens. Mark was a couple inches shorter than Danny and very stocky. He played football and it showed. His muscular form appeared to have been chiseled from stone into a young Hercules, where as Danny was much leaner. Both were extremely handsome and Kim couldn't resist opening the slider just a crack to hear what they were saying. "Come on you pussy, it's not that cold," Danny taunted his friend. "Are you sure it's cool we're doing this? I don't want to be hauled to jail for trespassing in some old fart's pool. That's not how I pictured my summer vacation." "Don't worry...The lady who lives here is my mom's best friend and she'll be cool with us being here." Mark dove in and swam the length of the pool then quickly climbed out. He went back to the lounge with his towel and laid out on it to catch some late afternoon rays. Danny swam a few more laps then he joined Mark sunning himself. Kim's mouth was watering at the sight of these two young studs on display before her. Her hand was massaging her throbbing clit as she visually devoured their glistening bodies. "Is she hot?" Mark suddenly asked. "Who?" "The lady who lives her...Is she hot?" "You've seen her. She's the one in all those pictures with my mom." "That's who lives here? She is pretty hot. I'd fuck her," Mark stated. "Me too," Danny agreed with the knowledge he already had. Kim's ego got a huge boost at those comments and her pussy responded by soaking her hose. Her slow fingering of her sensitive clit had her on the verge of orgasm and those simple statements sent her over the edge. She bit her lip to keep from screaming and rode out the waves of pleasure in muffled silence. It was then she realized that Danny must not have told Mark about their rendezvous. She turned her attention back to their conversation. "Hey man...don't take this the wrong way but your mom is HOT too!" Mark stated, "And I'd like to do her as well. I love how she's always in pantyhose and heels." Danny chuckled then looked over at his room mate, "You're not the first of my friends to say that...and I'm sure you won't be the last." Kim was shocked. Not only at Mark's brazen comment but the fact Danny didn't get upset at it. She looked back down at them and noticed Mark's cock was bulging the front of his suit and Danny had covered his lap with a section of his towel to help conceal his growing hard on. A wicked smile crept across Kim's burgundy lips. 'I have two horny studs sitting by my pool; why not see if I can get them to play?' She stripped off her bra and hose and headed to her bathroom. Kim showered in record time, dried her hair and put on some make-up, then slipped into some shiny nude hose and a halter topped sun dress. She stepped into a pair of cork heeled sandals and dashed down stairs. Kim pulled a bottle of wine and some sodas from the frig and set them by the sink. She looked to see what her guests were up to and saw they had left. Kim's heart sank. She put the sodas away and opened the wine. As she was pouring herself a glass of chardonnay, Janet walked through Kim's front door. "I need a drink!" Janet said with a frustrated look on her face. Kim poured a second glass and offered it to her friend. Janet tossed her suit jacket onto the kitchen table and went to retrieve her drink. She drained half the glass in one shot. Her white silk blouse, dark blue knee length skirt, tan pantyhose, and closed toed pumps let Kim know that Janet hadn't been home yet. Janet usually showed up once she had a chance to freshen up from a long day at work, but not today. "Tough day?" "I've worked on the Peterson account for three weeks and they still can't seem to find some common ground with their manufacturer!" Janet said then finished her wine. Kim refilled Janet's glass. "Have a seat and relax. I'll put another bottle on ice and you can tell me all about it.' Janet flopped down on the couch in the family room and kicked off her heels, propping her hosed feet up on the coffee table. Kim placed the open bottle on the table and sat next to her flustered friend. "You sure look nice tonight. Are you planning to go out?" Janet asked noticing Kim's more than casual appearance. Kim had to think fast as she couldn't admit she had just missed the opportunity to seduce Janet's son and his room mate minutes before. "Well I was thinking of catching a movie but I hadn't decided yet for sure." "It looks like you were going out on the prowl dressed like that," Janet replied looking Kim up and down. 'You don't realize just how close to the truth you are,' Kim thought. "So what's happened to put you in this mood you're in," Kim asked ignoring Janet's observation of her outfit. Janet began to give Kim the run down on her problematic day and as she related the tale, her mood seemed to deteriorate. Kim patently listened to her friend and kept their glasses full. They were finished with the first bottle and about half way through the second when Janet suddenly went silent. She gulped down the last of the wine in her glass then turned to Kim. "Today really sucks!" she stated with tears welling in her emerald eyes. Janet broke down crying and Kim held her close trying to sooth her weeping friend. It took Kim a moment to realize the significance of today's date. It was Janet's 25th wedding anniversary and three years to the day since her husband Dave was killed by a drunk driver. Janet and Dave were still in love even after twenty-two years of marriage and when he was killed, Janet was devastated. Kim had spent many hours consoling Janet for her loss, going so far as to having her spend several nights in her bed because Janet didn't want to be alone. Kim's heart went out to her friend and she couldn't hold back her own tears. She had cried on Janet's shoulder plenty of times when Bob, Kim's husband, ran off with his office intern just over five years earlier. "I'm sorry...I didn't want to ruin your evening with me crying on your shoulder," Janet sobbed, trying to regain her composure. "Ssshhhhhhh...its ok honey...I'm here for you...its ok," Kim said slowly rocking her friend. Janet felt like a little girl in Kim's arms. She was just over 5'-2" tall and 105 pounds but lean and muscular. Janet worked out four times a week and ran five miles every morning, which was clearly evident by just looking at her firm thighs and calves incased in her shimmering nylons. Her perky 32C breasts, although not natural like Kim's massive boobs, complimented her toned body. Janet's waist length russet hair and green eyes hinted at her Irish ancestry. "You're such a good friend," Janet said sitting up meeting Kim's gaze, "I've made a mess of myself and now you're crying too. I'm sorry." There was a long pause as both women looked into each others eyes then without warning, Janet leaned forward and kissed Kim on her lush full lips. Kim was stunned at first but as their kiss lingered, she relaxed and went with it. Their tongues wrestled as the passion grew between them. Janet caressed Kim's left breast kneading her soft flesh and pinching Kim's stiff nipple. Kim's hands roamed up the back of Janet's thighs, lifting her skirt up to her waist. She squeezed Janet's tight ass through her silky hose and pulling her even closer. Janet sat up and frantically unbuttoned her blouse while Kim untied the halter of her dress allowing her huge tits to swing free. Kim reached forward and unfastened Janet's bra exposing her firm breasts. Janet flung her top across the room and fell back into Kim's arms. Their tits mashed together as their lips met once more. Janet's hand moved up the inside of Kim's quivering thigh until she felt the wet heat of her dripping pussy. "Mmmmmmmmmm," Kim moaned. When Janet's fingers brushed over Kim's large erect clit, Kim jumped with an erotic electric shock. "Wow...that's huge," Janet said looking down at her friends' stiff clit, "All the times I've seen you naked, I can't believe I've never noticed it before." "You've never made me this turned on before." Kim pulled Janet to her again and stabbed her tongue back between Janet's lips. She found Janet's throbbing clit and massaged it through the sopping cotton panel of her hose. Both women writhed in pleasure at the others touch. Janet pulled back from Kim once more and stood to remove her skirt. Kim fumbled with her own dress but managed to pull it over her head. As soon as Janet's skirt hit the floor she pushed Kim down and straddled her face. Kim lay flat on the couch, legs spread wide as Janet lowered her dripping hose covered pussy onto Kim's waiting mouth. She could see Janet's moist lips pressed tightly against the wet nylon. Kim's tongue ran along her cleft until she found Janet's sensitive clit. She flicked the tip of her tongue on her friend's distended nerve cluster causing her to cry out in ecstasy. "OH GOD YES!" Janet moaned and shuddered with every lap of Kim's tongue. She then turned her attention to Kim's swollen clit, sucking it into her mouth. It was now Kim who was crying out in pleasure. Her muffled screams didn't keep her from pleasuring Janet. Kim was the first to be consumed by orgasm but her on-rush of pleasure caused her to redouble her efforts on her friend's pussy. Janet exploded into orgasm moments later. Both women sucked and slurped and wailed in unbridled euphoria. Janet was growling like a big cat in heat and suddenly scrambled forward. When she turned, Kim saw animalistic desire in her eyes. Janet lifted Kim's left leg then straddled her right thigh. She held Kim's velvety leg vertical and pushed it between her firm tits. Janet ground her slippery crotch against Kim's while her hands ran up and down her friend's warm soft thigh. Their pussies were pressed so tightly together that Kim could feel Janet's hard clit digging into her own throbbing love bud. The sensation of nylon on nylon fueled the lustful fire in both women. They had never experienced it before but it was so incredibly sensual that they found themselves orgasming together. Janet bucked against Kim, using her silky thigh as leverage while Kim squeezed her massive tits and pinched her nipples so hard they turned bright purple. When their climaxes finally subsided, Janet collapsed onto her friend. Kim's arms and legs encircled Janet as they lay panting in the blissful after glow. Janet's head lay on her friend's shoulder; her hand gently cupping Kim's right breast. Kim ran her fingers through Janet's beautiful hair, enjoying the softness of her long wavy tresses. "What just happened?" Janet asked in a soft voice, her head still on Kim's shoulder. Kim had to think for a moment as she was a bit unsure herself about what just took place. "Just two good friends who are horny, blowing off some steam after a long frustrating work week, that's all," Kim finally replied. Janet rose up to look her friend in the eye and with a chuckle said, "That's good. I thought I was becoming a lesbian. I sure miss a nice hard cock though. It's been so long since I've had a cock that I've forgotten what one feels like." "You should go out and get some," Kim suggested, "I'm sure you wouldn't have a problem finding a willing participant." "I'm not looking for a relationship right now." "Who's talking about a relationship? I'm saying you need to go out and get laid!" "I don't know...finding someone that you feel comfortable with takes time and..." It was then Kim got a naughty idea. A way to get some more of Danny's cock and get her friend a fucking she desperately needed. "I know someone who wants to fuck you," Kim stated interrupting her friend. "Really? Who would that be?" "Mark!" "Mark? My son's room mate Mark? He's a kid. What would he want with a 44 year old woman?" Janet asked thinking Kim was loosing it. "When I got home today, Danny and Mark came over to use the pool and I over heard them talking and Mark said you're 'HOT!' and 'I'd do her.' Those are his words. He even said and I quote, 'I love how she's always in pantyhose and heels.' He must have a fetish for hose too," Kim punctuated her statement by running her fingers up Janet's nylon encased leg. "Are you serious? He said that?" "Yep and if you ask me he is gorgeous and he has a huge cock too," Kim said feeling the warmth building in her pussy again. "I guess I shouldn't be surprised that these young guys today have the hots for older women. I've over heard Danny talking with his friends about how 'HOT' you are. And how do you know Mark has a big cock?" "He was getting hard while he was talking about you and his suit left little to the imagination. I just wish I knew where they're going to be tonight." "They're in my den playing that online war game. I saw them when I pulled up and Danny told me they would be 'up late killin' bad guys' as he put it." "Perfect! You got him at home where you can do what you want with him." "Kim...I'm not going to seduce my son's room mate while Danny is there." "I have an idea. You send Danny over here to fix...I don't know...a leak under my sink. I'll keep him busy for a few hours and you can have your way with Mark." Janet starred into Kim's eyes. "You want to fuck Danny don't you?" Kim's heart raced. She hoped she hadn't given away too much of her motives. "I guess I don't mind. He's a big boy now and I'd rather that you fuck him than that uppity little bitch he's been seeing," Janet said as she stood up and began to collect her clothes. Kim wanted to jump for joy but she refrained from showing too much excitement. "So how do we do this?" Janet asked. Kim laid out a plan for Janet to take a quick shower at Kim's house then get dressed and head back to her house. Kim would call with a phony emergency and Janet would send Danny over to see what he could do about it. Then Janet would put on something slinky, with hose and heels of coarse, and go down stairs and have her way with Mark. Janet showered and put on enough clothes so as to not be arrested for indecent exposure when she returned home. Kim took the opportunity of Janet's absence to put on a long sleeve tan body stocking and her 4" clear heels before she sent Danny over. She made the call to Janet. Minutes seemed like hours as Kim waited in the kitchen for Danny to arrive. She sat on the counter with her gleaming legs crossed and one heel balanced precariously on her nylon covered toes. When Danny knocked on the door, Kim jumped. She was lost in fantasies of what would be happening next door with Janet and Mark. She wished she could watch her friend fucking Mark's enormous cock but now she had a cock of her own to take care of. "Come in," she said in a sultry voice, "I'm in the kitchen." "Mom said you had some plumbing problem you needed me to take a look at," Danny said. When he turned the corner to the kitchen his jaw dropped when he saw Kim before him. His cock immediately sprang to life, tenting his loose shorts. "I do have a plumbing problem...I need you to lay some pipe for me," she said with a wicked grin, leaning back and spreading her legs wide, "And I think its going to take you an hour or two to get the job done right." Kim dipped a manicured finger into her drooling pussy, bringing the slick digit to her lips to lick her juices from it. "Ah...Mark is waiting for me and my mom is gonna wonder what's taking so long." "Don't worry about Mark...He will be in good hands. Now come over here. I need your tongue to clean up this leak," Kim said pointing at the steady stream of nectar flowing from her sex. Janet's hands shook as she put the finishing touches on her make up. The lash extensions and smoked lids gave her a sexy and alluring look. Her hair was pulled back in a pony tail and she had several silver bands down its length. She put on a sleeveless silver sequin dress she wore years ago for a cocktail party along with matching strappy 3" silver sandals. Janet's legs were incased in sheer black crotch less hose and she decided to go without panties. When the phone ran, Janet quickly answered it. "Danny. Can you go over to Kim's house? She's got a leak under her kitchen sink. She needs you to look at it," Janet called down from her bedroom so Danny couldn't see her outfit. There was a long delay then Danny replied, "OK...give me a minute." Janet paced back and forth as she waited for Danny to leave. Her heart pounded in her chest and she could feel her pussy getting very moist. The front door opened then closed and Janet knew it was now or never. She took a deep breath then went down stairs to the den. Mark had his back to her when she entered, his attention focused on the monitor in front of him. He was shouting at the screen as Janet moved beside him. Her perfume filled the air and he turned to look in her direction. "Holy shit!" was all that escaped his mouth as he scanned Janet's muscular legs, delicate size 4 feet, and her tiny ruby red toe nails veiled behind black nylon. There was a loud explosion and they both looked at the screen to see his character blown to bits. Janet reached down and turned off the power of the game console. She took the controller from Mark's trembling hands and sat down in front of him on the coffee table. His eyes never left her legs. Janet's already short mid thigh dress crept higher revealing more of her firm glossy legs. She could see a large bulge rapidly growing down the leg of Mark's knee length shorts. 'My God Kim was right, he is huge!' Janet thought as she parted her legs and leaned forward giving the teen a view of her bare pussy and incredible tits. Her tiny hand came to rest on Mark's still growing hard on. It twitched at her delicate touch; the heat coming from it was intense. A warm trickle of creamy liquid traveled down Janet's drenched folds and began to pool on the table. MILF Fantasy Ch. 01 "Do you like my outfit?" Janet asked in a low sexy voice. "I...Ummm...Ya...I mean yes. It's very nice!" "Nice! Nice is for a little girls Easter dress! Try again," Janet said firmly as she leaned closer to the stunned youth. "It's sexy...very sexy! You look HOT...really HOT!" "That's more like it...hmmm...Someone else likes my outfit too," she said giving his stiffening member a squeeze and feeling his pre cum soaking through to her hand, "I think its time for a new game and we can use this 'joy stick' right here." To be continued... MILF Fantasy Ch. 02 Kim's silky hose covered legs were draped over Danny's shoulders as the young man probed his tongue deep into her wet pussy. Her hips bucked into his face with increasing urgency as she drew ever closer to orgasm. Danny's hands moved across Kim's nylon encased body, over her stomach and up her quivering thighs and back again. He loved the luxurious feel of her tan body stocking hugging every curve of her voluptuous figure. He sucked her enormous pulsating clit into his mouth and her body went stiff. "OH GOD!" Kim screamed as she was hit with a violent orgasm. Danny held onto her hips and continued to suck hard on her sensitive clit while she thrashed about on the marble counter top. Wave after wave of pleasure crashed over her and Kim was beginning to feel as if she may loose consciousness. Danny released her clit and went back to lapping up the creamy liquid flowing from her molten hot pussy. This allowed Kim to come down from her euphoric high and control her breathing. She bent her right leg and put the toe of her clear 4" heel against his shoulder and pushed him back. Kim slid off the counter as Danny stepped away. She went to her knees in front of him. A large wet spot had formed in his shorts as his throbbing cock pumped more pre cum through the material. Kim yanked them down and engulfed his cock with her full lips. "Aaaaaahhhhh," Danny moaned as his knees threatened to buckle. Kim's lips went up and down his thick shaft in time with her hand stroking it. She didn't want him to cum just yet so after only a couple passes, she released him and stood up. She kissed him passionately then turned and rested her elbows and tits on the cool marble. Kim looked over her shoulder and wiggled her ass, offering herself to the horny teen. Danny could see her puffy pink lips flared open and moved in quickly. He pushed his cock between her thighs allowing it to glide along her dripping valley. He laid his muscular body over her and kissed her ear and neck. The silky nylon of her body stocking felt good against his bare skin. "Mmmmmmm...You feel so good," she purred as she felt his hips start moving. Danny's cock was soon coated with Kim's syrupy juices and each time the head drug across her clit, she would squirm. She rose up as high as she could on her toes and arched her back. Kim wanted Danny's cock in her now! He got the hint and sank his rigid tool into her creamy depths. "OH YES...Fuck me baby...fuck me hard...mmmmmmmm...give me every inch of your lovely cock...mmmmmm," Kim cried pushing back into him. Danny pounded his hard cock into her without mercy for the next ten minutes and she loved every carnal moment. Her low moans gave way to shrieks of lust as their bodies slapped together. Danny was quickly reaching the point of no return and with Kim's pussy squeezing his cock harder and harder he lost control. "I'm cumming! Aaaahhh...aaaahhh...aaaahhhh," he shouted as he pumped his cum into Kim's clenching sex. "That's it baby...cum for me...fill me up...mmmmmm," Kim moaned, feeling his semen gushing into her womb. She shuddered as a new orgasm took hold of her, sparked by Danny's erupting cock. They bucked and shook as their orgasms ran their course. Danny laid his head back down on Kim's shoulder, panting and softly moaning. Kim could feel his cock shrinking and she was doing her best to keep him inside her as long as possible. When he finally slipped free of her vaginal grasp, a flood of cum hit the hard wood floor. Danny took a few steps back and leaned against the wall. "It looks like you have another leak," he said laughing. Kim joined in on his laughter and moved in front of him. She kissed him deeply then squatted down and licked his cock clean. More cum dripped from her gaping pussy, pooling on the floor between her heels. "I should be getting back. Mark will be getting mad if I'm not there to back him up and mom might begin to wonder what's going on," Danny said looking down at the beautiful woman sucking his dick. Kim stood up, took him by the hand and led him to the couch. She went to the kitchen to grab a dish towel and wiped off the cum running down her legs. She returned to Danny on the couch and sat beside him. She leaned in close and they kissed; her hand going to his flaccid penis. "First of all, I'm not done with you yet. Second, I told you not to worry about Mark, and third I recall telling you that I leave little to chance when I want something. Don't worry; your mom is taking care of Mark." A look of confusion came over Danny's face. "What do you mean she's taking care of him?" Kim laid out the details of what had transpired leading up to that moment. She left out the part about her and Janet's sexual encounter as it was a woman's prerogative to keep secrets. Danny just sat quietly for a few moments after Kim had finished her tale. She noticed Danny's cock had begun to stir a new. "So you're saying my mom and Mark are next door fucking?" Kim just nodded; never breaking eye contact with Danny; her hand now slowly stroking his growing cock. "I guess I should be upset or something but I'm not. I love my mom and if this makes her happy then I'm all for it. Besides, Mark's a good guy and I know he won't go around telling anyone." "You're a good son," Kim said lowering her head to his lap. Janet raised her leg and offered it to Mark. His meaty left hand closed around her ankle while his right glided over her firm nylon covered calf. Janet felt a tremor rumble through her. This was the first man to touch her since her husband had died three years before; it was exhilarating. "Take off my shoe," she said giving him a lustful look. Mark did as he was asked and set her silver high heeled sandal on the floor. He watched as she wriggled her toes, captivated by the web of nylon between each delicate digit. Janet pulled her foot free of his grasp and placed the warm soft soul on his knee cap. She moved it up and down a few times, tantalizing him with the silkiness of her hose. Her foot then made its way up inside the loose leg of his shorts in search of the monster hidden there. Janet's toes inched farther up his thigh until they met the pulsing head of his impressive cock. It was hot to the touch and covered in slippery pre cum. Mark exhaled as if he'd been holding his breath for a long time when Janet's now cum coated toes moved over his throbbing shaft. She made slow circles with her size 4 foot, massaging his massive member and pressing it against his thigh. The head was now coating her hosed arch with its steady stream of clear liquid. With more of her foot well lubed, she pressed on toward his balls. Janet could feel the veins bulging on his shaft as she went. When she found what she was looking for, Janet tickled his balls with her toes then stopped. Mark had his head back and his eyes closed when he felt her freeze. His eyes popped open and met her determined look. "Here's the deal Mark. You agree to keep this between us and we'll have some real fun or it ends right now. Do you understand?" "Yes Mrs. Shaw...I won't tell anyone," Mark quickly agreed. He knew that Janet, being a lawyer, could make his life hell if she had a reason to, so he would take this to his grave if necessary. "Good boy...and call me Janet," she said with a big smile. Janet made a few more gentle strokes on his inflamed penis then removed her foot. She leaned forward and kissed Mark softly on the lips then helped him remove his shorts. She starred for a moment at his impressive cock standing erect before her. It was over 9" long and very thick glistening from top to bottom with his juices and more was oozing from the tip as she watched. Janet felt sixteen again; the first time she ever saw a cock in person. It was nothing like Mark's though. Her urge to climb on and ride it for all its worth was tempered by the knowledge that her young stud would probably cum before she had that thing fully embedded in her tight pussy. Janet stood and removed her other shoe making sure to rub here muscular hose covered leg more than needed. The nylon made a soft hiss as her hand move along her thigh. She removed the spaghetti straps of her dress from her shoulders and the dress dropped to the floor. She could see Mark's cock stiffen even more as he gazed at her near naked form. Janet smiled as she saw the lust and desire in his eyes. She sat on the couch next to him and placed her tiny feet in his lap. Her soles encircled his steely cock and moved up and down in a slow rhythmic motion. "Oh Ya!" Mark exclaimed leaning back and running his hand over her silky shin. Janet put her back against the arm rest and massaged her needy breasts. Her nipples were so hard from excitement and anticipation they hurt. The slightest touch sent shivers through her whole body. She increased the speed of her stroking feet and Mark began to moan. "Oh my GOD that feels so good!" he cried and his hips started thrusting in time with Janet's strokes. Mark's hand moved down to Janet's wet pussy and a finger slide into her fleshy folds. Her rhythm was broken as a sudden jolt of pleasure shot through her loins. She regained her composure and focused on jerking Mark's cock with a vengeance. In a matter of minutes he sent a stream of pearly white cum arching through the air to splatter on Janet's tits and flat stomach. She pumped up and down his cock urging more of his seed to coat her body in a sticky film until he was completely spent. Mark's body had locked up and he sat in front of her twitching. "My God that was incredible!" Mark finally said panting, his eyes closed. When he got no response from Janet he looked over to see her feverishly masturbating. His hands went back to caressing her hosed legs as he watched her bring herself to orgasm. She trembled and gasped as her body released the pent up tension. "OH YES...YES...YES!" she cried; her hand a blur between her legs. Her breathing returned to normal a few minutes after the last pulse of pleasure subsided from her tingling pussy. She could see Mark watching her intently and could tell his cock hadn't softened a bit. She sat up and kissed him firmly on the lips allowing him to slip his tongue in her mouth. When she slumped back into her seat she said, "I'm not gonna be able to take that hard thing in me; you'll tear me open." Mark got a disappointed look on his face at the thought of not being able to fuck this gorgeous woman. She saw it and chuckled. "Don't look so sad. I didn't say I wasn't gonna to fuck you. I know a trick to get that monster in me," she assured him. A relieved Mark got a huge smile and he leaned over to kiss her. "Ah ah...Can't have you getting worked up...just sit there while I get cleaned up," with that Janet got up and left the room. She returned a few moments later with a towel and a bottle of lube. She wiped off the remaining cum from her body then the couch and finally the small puddle she left on the coffee table. When she sat back down she noticed Mark's mammoth cock beginning to droop. "Damn...That thing is just now starting to get soft? I'm gonna get a hell of a workout tonight!" When Kim noticed life returning to Danny's cock she quickly got to her feet and took him by the hand urging him to stand. She led him up stairs to her room making sure to sway her hips in exaggerated arches to entice him. Once they entered her room she turned and walked backwards toward the bed and made a few very seductive dance moves. "If you ever loose your job as a realtor, you can definitely work as an exotic dancer," Danny said before taking Kim in his arms and kissing her. Kim maneuvered him around then pushed Danny down on the bed and stepped back. "Is that so? You think I'd make a good stripper?" she said continuing her suggestive gyrations. She retrieved a small remote from the nightstand and hit the power for her satellite radio. 'Girls, Girls, Girls' by Motley Crue was playing and she laughed at the irony of a song about strippers playing as she was pretending to be one for Danny. Kim twisted and turned, shaking her ass, spreading her legs, fondling her tits and pussy until the song ended. Danny just sat in stunned amazement at what he had just witnessed. His cock was giving her a 'standing ovation' that she couldn't resist. She shoved him down hard and threw his legs onto the bed. "It's time for your lap dance," she said with a sly grin and climbed on top of him. She briefly kissed him as she wiggled her body against his, letting her velvety body stocking caress his skin. Kim sat up and guided his newly revived cock back into her wet hole. "Aaaaaaaaaahhhhhhh," she cried while making sweeping circles with her hips. Danny's hands went to her swaying tits as they jiggled and bounced in their nylon cocoon. He tweaked her nipples and squeezed the soft flesh as she continued to ride his stiff prick. Kim's motions were causing Danny's cock to hit her g-spot with each orbit of her hips. She felt a sudden rush of heat envelope her body then she exploded in orgasm. "OH FUCK! I'm cumming again!" she screamed as she was washed away by waves of pleasure. Danny's hands never left Kim's breasts as he watched her enjoying her latest orgasm. He made short thrusts with his hips to keep her in ecstasy. When she finally came back to earth, she collapsed onto Danny panting. He caressed her body allowing her to rest but his cock was in need of release. He rolled Kim onto her back placing soft kisses on her neck and shoulder. Kim's legs went around his waist as Danny began to make long slow deep strokes with his rock hard cock. He withdrew fast leaving just the head in Kim's clasping pussy then slowly plunged back into her until his hips met hers. He playfully kissed her cheeks, nose, lips and chin while he slowly fucked her. Danny's mechanical rhythm brought Kim to orgasm three more times before he felt himself on the verge of release. "I'm gonna cum," he announced in a calm voice then filled her pussy with scolding semen. The frequency of his thrusts never wavered throughout his orgasm and Kim joined him in blissful release once more. Kim and Danny lay in each others arms; legs intertwined recovering. "You have such a wonderful cock. It's so big," she said kissing him on the cheek. "You think mine is big you should give Mark a try." Kim cocked her head and looked him in the eye, "That wouldn't bother you?" "Hell no! Mark and I have shared girl friends before." "You naughty boys..." she was interrupted by Janet's lustful cry. "OH FUCK YEEEEESSSS!" It took several more minutes for Mark's cock to soften to the point that Janet felt she could stuff it inside her tight little pussy. She spread her legs and put two fingers in her wet valley with her palm up. Janet then squeezed some lube in her hand and let it run down her fingers and into her open hole. She worked it inside her and around the opening until she was satisfied she was adequately prepared for Mark's huge cock. She could see his penis was visibly throbbing and knew that her display and Mark's anticipation was fueling its recovery. Janet sat up and applied a generous amount of lube to his growing cock then ran her slippery hand over it to make sure every inch was covered. She positioned herself over Mark's lap and placed a hand on his shoulder for support. Her other hand guided his rubbery rod to her dripping vagina. With some difficulty she managed to get the purple head inside. "Oh GOD that's big!" she said trying to relax her muscles. Her free hand force fed the remainder of Mark's colossal semi hard cock into her hot wet hole. Janet's hose covered butt cheeks rested on Mark's muscular thighs as she tried to get use to his girth. "I can feel...it growing in me...it's so big...oh God it's huge...mmmmm," Janet said between sharp intakes of air. Mark's hands kneaded her firm ass in an attempt to help her relax. When his cock reached its full size the head was pushed against Janet's cervix making her tremble with how much it had flared out. She had never been this full before. The tight ring of muscle guarding the opening of her pussy was stretched to its limit. With her head down and both hands on Mark's shoulders, Janet felt as if she was going to be split in two. Mark lifted her ass up and the friction made him moan. "Don't pull out! Please...please don't pull out!" she warned. She had barely finished speaking when the bulbous head reached her tight opening and couldn't pass. "Uuuuhhhh," Janet groaned at the combination of pain and intense pleasure. Mark eased her back down onto his lap and paused for a moment then lifted her again. This time when his cock head lodged in her opening Janet began to quake. "OH FUCK YEEEEESSSSS!" The ear splitting scream surprised Mark causing him to jump. Tremors tore through Janet's body like after shocks from a major earthquake. Mark continued to slide her up and down his thick pole like she was some animated fuck doll driving her to new levels of pleasure. As soon as one orgasm ended and new one began. Mark's arms were getting tired lifting the petit women so he laid down on the couch with her on top, riding him hard. She was grunting and groaning with each stroke she made. "Oh yes...yes...It's so fucking huge...I love it...aaahhhh...yes...YES!" Janet cried as another orgasm rocked her tiny body. Mark's hands moved from Janet's hosed ass to her firm tits. Her diamond hard nipples poked into his palms as he squeezed the round globes. She thought her orgasmic roller coaster was coming to the end of the line when without warning Mark's cock sent a geyser of boiling cum shooting into her convulsing pussy. His gushing member soon filled her to over flowing and the mixture of their juices squirted from the tight union of their bodies. Janet's eyes were closed and her finger nails dug into Mark's pecks as she rode out the remnants of her orgasm. When she reopened her eyes she could see Danny and Kim looking down on her from Kim's bedroom through the window of the den. It was the last thing she saw as darkness over took her. Janet awoke a few minutes later and noticed she wasn't being watched any more. She didn't care that Kim saw her. In fact it was exhilarating, but Danny was a different story. She wasn't sure how he would take the image of his mother fucking his best friend. She lay her head back down on Mark's chest and enjoyed the after glow of their torrid love making and tried to put Danny out of her mind for the moment. Mark's thick hard cock was lodged in her pussy still throbbing and she was in no hurry to remove it. The pleasant calm she felt allowed her to doze off once again. Mark twitched and woke Janet. She wasn't sure how long she had been asleep but she could feel her young studs' cock was now soft but still buried in her tender pussy. She reluctantly climbed off him to clean up the mess they had made. Mark felt her move and opened his eyes. Janet stood on wobbly legs and smiled down at him. When she had finished wiping herself off she turned her attention to cleaning Mark. "You were wonderful, sweety...thank you," she said kissing him softly on the lips. "What if Danny finds out about us?" Mark asked with a concerned look on his face. "He already knows. And so does Kim but no one else right?" "Cross my heart and hope to die!" he replied standing up. "That's a good boy. Now why don't you go shower," Janet said giving him a playful swat on the ass. Janet could hear the down stairs shower running when she got to her room. She tossed her dress onto her bed and dropped her shoes by the closet when there came a knock at her door. She turned to see Danny standing in the door way. He had showered and dressed and was giving her a warm smile. Janet felt embarrassed then ashamed at what Danny had witnessed. He walked over to her and gave her a powerful hug then kissed her cheek. MILF Fantasy Ch. 02 "I love you mom," he said, "I hope you are happy because that's all I ever wanted for you. You've been sad since dad died. I just want to see you living your life again. Dad would understand." Janet held Danny tight then released him to look into his eyes. "I love you too Danny. Thank you for understanding." She kissed him and he turned to leave. "Kim's here, she wants to talk to you." Kim walked in moments later and closed the door behind her. She was wearing a robe over her body stocking and her clear heels. Janet crossed the room then hugged her friend like she hadn't seen her in years. "Whoa...What's this all about?" Kim asked caught off guard by Janet's show of affection. "Thank you...That was just what I needed," she said stepping back. "I'm so happy to hear that. I was wondering, would you mind if I had some fun with Mark?" "No...I guess not, as long as Danny doesn't mind." Kim chuckled then said, "He's the one who suggested it." "That figures...those two are quite a pair." "So...How was it?" Kim asked. "Eehh...You know...," Janet replied trying to act as nonchalant as possible, "I need to get cleaned up." Kim stood speechless for a moment then saw Janet's sly grin as she walked away. "OH NO you don't! I want to know every naughty detail you sexy little slut!" Kim said and chased Janet into the bathroom, both women giggling like school girls. Epilog Janet and Mark had many more sexual escapades and she was eventually able to take his monstrous cock without the long ritual she preformed the first time. Kim and Danny were nearly inseparable for the remainder of his vacation. She even took him to some of her open houses where they managed a quickie or two between showings. Kim got to enjoy Mark's massive cock on a couple occasions including once with Danny and also sharing a ménage a trois with Janet. As for Kim and Janet's sexual encounter, it never accrued again. At least not while the boys were in town, but it's a long time until Danny and Mark's next break from school!