AUTHOR	HeadbangerSA
DATE ADDED	14th April 2003
AUTHOR EMAIL
STORY CODES	F/mm, inc, group

Ronnie and I have been best friends forever. We met in pre-school and still live on the same street; Ronnie's house is three houses down from mine. His folks and mine are friends in a neighbors-with-kids-the-same-age sort of way. Ronnie's dad and mine coached our little league baseball and soccer teams together, but that was back before Ronnie's dad got a promotion to regional sales manager for the software company where he works.

The last four years he was gone too much for any coaching, and it got worse as the high-tech economy went deeper and deeper into the toilet. We're both only children, so it was especially tough on Ronnie and his mom to have his dad gone so much. While we were growing up one of us always slept over at the other's house at least two or three days a week, even on school nights sometimes. While we were in high school it was mainly at Ronnie's house because he didn't want to leave his mom home alone. That was okay with me, his mom is cool.

Her name is Janice and she lets me call her that even though my folks say I should call her Mrs. Randall. She doesn't work a real job, but is always doing neat stuff. She volunteers at a seabird sanctuary place and sometimes brings sick birds home that need special care. Plus she's funny and she listens and never made Ronnie or me feel like we were stupid or goofy, like some adults do without knowing it. Like I said, she's cool.

After Ronnie and I graduated from high school we decided to go to the same college. We were excited about getting away from home and living in a dorm and stuff, but there was this one problem. Ronnie and I were eighteen-year old virgins. We were both good-looking enough guys and we played sports and had plenty of friends, including girls. It was just that we were the kind of guys that girls called "nice." You know, the kind that stops when the girl asks him to and always makes friends with her parents.

We both wanted to change all that when we got to college, but we'd heard that college girls could smell a virgin from a block away. So at the beginning of the summer, we put on a full court press trying to get laid. We worked at a restaurant washing dishes and clearing tables, and most of the waitresses were older and pretty sexy-looking in the little tank tops and shorts they had to wear. That seemed like a good place to start, as opposed to the girls from high school that Ronnie called the "hug but don't fuck crowd."

After a month neither of us was having a lot of luck. We'd decided to go with the direct approach since we read that older girls were horny all the time. You know, telling them dirty jokes and saying how hot their bodies were, then hoping to get an invitation to their apartment after work. I claimed that I was ahead of Ronnie because Sarah, this really hot blonde who was at least twenty-five told me she'd fuck me when hell froze over. I say just getting a girl to use the words "fuck" and "me" in the same sentence was progress.

That took us to a Tuesday in July, six weeks before we were supposed to be at college for orientation. I met Ronnie in his driveway.

"Why the long face, Austin?" Ronnie said. That was my name.

"You mean other than because I'm so horny I caught myself staring at old lady Jennings on my way over here?" I asked. The Jennings lived in a house between ours, and Mrs. Jennings sometimes worked in the yard in her bathing suit. She was at least fifty and had a butt as big as Bermuda. I felt like I'd struck rock bottom. Ronnie laughed, but not hard; he'd been checking their neighbor out earlier too.

"How about if we head over to the Y and hustle the lifeguard girls?" I asked. This was one of our newer getting-laid theories. The girls were bored while they were watching the rugrats splash around in the pool so they'd talk to anyone, and we figured that if the girls were already practically naked we'd be that much closer to our goal.

"I can't," Ronnie said. "I told my mom I'd help her paint the living room."

"Is it okay if I hang around, too?" I asked. Like I said earlier, Ronnie's mom was cool and she made a mean lunch.

"Sure, but you have to help," Ronnie said.

We headed inside, finding the living room furniture piled in the front hallway and drop cloths spread all over the floor. Janice was setting up a stepladder in the corner of the room, and she smiled when she saw me.

"Hey, there's my crew! If you boys are going to help you'd better change your shirts. There are a bunch of your dad's old undershirts in the utility room, Ronnie," she said. Janice was wearing one of the shirts herself, along with a pair of old cutoff jeans.

She put us to work putting masking tape on the moldings around the floor, doors and windows, while she painted along the ceiling with a brush. We were going to do the walls with rollers. Ronnie and I started on the floor moldings in opposite directions and by the time we were almost ready to meet up, Janice was up on the ladder between us, doing that section of ceiling. As I waited, I found myself staring up at her legs. Janice had pretty good legs for a mom. She worked out at the Y a lot, and even ran in races sometimes. Charity 10K races, stuff like that. She leaned over to reach a last foot of ceiling before she had to move the ladder, causing the crotch of her shorts to gap open. I could see her panties between her legs, the little part where the cotton was thicker. Just as I felt the first stirrings of a boner, Ronnie slugged me in the arm.

He was frowning at me, shaking his head. I knew what he was mad about, but mouthed 'what?' at him just to cover my tracks. A minute later we went to the kitchen for a glass of water.

"Hey, man. That was my mom's butt you were staring at there," Ronnie said.

"I wasn't exactly staring," I said. "I just happened to glance up and noticed that she was in pretty good shape from running."

"Well don't," Ronnie said, shaking his head again.

The rest of the time we were painting I spent a lot of time staring at Janice, but I made sure I did it when Ronnie wasn't watching.

She wasn't a babe or anything like that. Not like those letters to Playboy where guy's mothers are like super models. Janice was more like a mom, but in a fairly attractive sort of way, now that I looked at her. She was thirty-eight, and despite all the running she was carrying a couple of extra pounds. Compared to girls my age her butt wasn't as defined and when she was stroking with the paintbrush the underside of her upper arm wiggled a little bit. She was pretty in a wholesome-but-feisty sort of way, with dark, wavy hair. She wore it shoulder length and usually kept it tucked behind her ears unless it was in a ponytail for running. She looked a little like Karen Allen, the woman who was in Raiders of the Lost Ark.

With the big men's tee shirt on you couldn't tell much about her tits, but I'd seen Janice in a bathing suit before so I had a pretty good idea they were okay. They weren't huge, just kind of average-sized. Big enough to bounce around pretty good when she ran though.

Anyway, by the time we finished I'd decided that Janice was pretty hot, and wondered why I never noticed it before. My discovery bothered me, because it was Ronnie's mom and he was my best friend, and she was so nice and all. That came in handy in fighting back an erection until I left to go back to my place. It was during my walk home, shirt untucked and my hands in my pockets for camouflage, that I made my decision. The hell with the waitresses at work and the lifeguard girls, I was going to fuck Ronnie's mom. And I was going to do it before we left for college. All I needed was a plan.

In the safety of my own bathroom, spanking my monkey while I thought about it, I came up with all sorts of plans but none of them were very practical. Most of them involved kidnapping, or saving Janice from terrorists to earn her limitless gratitude. For a really workable plan I had two main problems. I was almost never around Janice unless I was with Ronnie, and I was almost positive she'd never fuck me voluntarily unless it was the only way to save the planet from a nuclear explosion like in a James Bond movie or something.

For the next week I spent as much time as possible at Ronnie's house, including several sleepovers. I complimented Janice on her clothes and hair a lot, on the theory that all women loved that and it couldn't hurt to butter her up some. This mainly got me a lot of exasperated looks from Ronnie. The closest thing to progress so far was the morning Janice came out for breakfast wearing a really long tee shirt, almost to her knees. It said "Party Animal" on the front and had dogs and cats bounding all over it. I could sort of see her panties through it when the shirt was stretched just right. They weren't the lacy little thong I'd fantasized on her, but they weren't the huge cotton bloomers my mom wore, either. More of a modest bikini-style, with sides about two inches high that rode low on her hips.

The best part was that Janice wasn't wearing a bra. When her tits pressed against the nightshirt you could tell a lot about their shape, and they were decent. Nicely rounded and with only a little bit of sag, they sat slightly wide on her chest so that there would be several inches of space between them. I knew Janice was a "C" cup, this from a prior investigation of her laundry, but wasn't exactly sure what this meant. As best I could tell, these tits were bigger than I could cup in one hand and from the way they moved around they were nice and soft.

The real breakthrough came in the second week of my quest. I showed up after lunch at Ronnie's house to hang out and ogle his mom, but she was nowhere in sight. This was strange, since her car was in the driveway.

"Where's Janice, out running?" I asked casually as we watched TV.

"No, she's sleeping," Ronnie said.

"What, at two in the afternoon?" I asked. As far as I knew, Janice wasn't much on naps.

"She gets these headaches lately, they're kind of like migraines and the only way she can get rid of them is to take a tranquilizer and sleep for a few hours in the dark," Ronnie said.

"Gee, that's tough. Does this happen often?" I asked. Ronnie smiled.

"Just about once a month, like clockwork," he said. "My mom says she can tell when her period is going to start; she gets one of these about two days before."

"Shouldn't we turn the television down?" I asked. Janice's bedroom was right off their family room. Ronnie laughed.

"Not a problem. The pills she takes really knock her out. I had to wake her up once because dad called and said it was some big smoking emergency. I got her to sit up and she even spoke to dad a little, but she was talking nonsense. And when I told her about it later, she was clueless."

The Randall's only had one bathroom on that side of the house, and it shared a short hallway with Ronnie's folks' bedroom. You could get to it from the bedroom or from the hall. I waited about ten minutes, and then told Ronnie I needed to hit the head. I made a big show of picking out a magazine so he'd know I planned on being in there a while. When I got inside, I locked the door. As quietly as possible I opened the other door, the one that led to Janice's room, and slipped inside. It was dark in the room because all the shades were pulled, but after a minute my eyes adjusted.

The king-sized bed was about ten feet away, and on it I could make out Janice's sleeping form. She was on top of the covers, lying on her stomach with her face turned away from me. My heart pounding, I moved forward until my knees touched the bed. Janice was sleeping in her clothes, which consisted of jeans and a short-sleeved knit shirt. I reached out and touched her on the shoulder, then gave her a little shove.

"Janice?" I said in a stage whisper.

No reaction, so I shook her shoulder a little harder. Her skin felt great through the fabric of the shirt but there was still no reaction. My stiffening dick was straining against my underwear, the head caught in the flap in the front. I reached a hand in there and resolved the conflict, then toyed with the idea of beating off while standing over Janice's helpless body. I wasn't exactly sure what I was doing, other than taking a big chance. Ronnie was twenty feet away, and he'd hear it if I tried to do anything really nasty to his mom. And I had at most five minutes before he'd start to wonder what I was doing in the bathroom.

I leaned over and smelled Janice's hair, then let my nose brush against the edge of her ear. She smelled clean, like soap and hand lotion. I dropped to my knees next to the bed and eased over until I was alongside Janice's ass. With two fingers I prodded her right butt-cheek and when she didn't stir at all I tried cupping it with my whole hand. That was terrific, especially since I could feel the outline of her panties through the jeans. Getting more and more bold, I started kneading with the other hand, too, squeezing and petting her ass. I tugged at her shirt, untucking it from the jeans, then tried to slide a hand under them onto her bare butt and panties. The damn jeans were too tight, though.

I decided that the way Janice was lying sucked. Most of the good stuff was on the other side. I was pretty sure nothing was going to wake her up and was so aroused that I wasn't thinking straight anyway. I grabbed Janice at the shoulder and hip and slowly rolled her over onto her back. She landed with her left arm hanging off the side of the bed, and the disruption was enough to get her to move a little. She pulled one knee up about six inches, and her head rolled back and forth a couple of times. Reacting to me like that made the whole setup even more of a turn-on and now my cock was so hard it felt like the skin might split.

I held my hand over Janice's right tit, moving closer and closer until I could feel the heat rising off her body. I let the tips of my fingers touch her, and then gasped. The tit felt soft and heavy, moving easily as I stroked it gently. My fingers slipped around it, squeezing through the shirt and bra. I was trying to figure out how many shirt buttons I'd have to loosen to get my hand inside the bra when all of a sudden light came flooding into the room. I spun around to see Ronnie silhouetted in the open doorway.

"What the fuck do you think you're doing, Austin?" he asked.

I was in a panic, my mind racing. "I... um. I heard something in here and thought maybe your mom needed help. So I came in to check on her," I stammered.

"That explains why you had your hand on her boob, but I'm curious about that pup tent in your pants," Ronnie said, his voice cold and serious.

Not wanting Janice to come around and hear us arguing I moved past Ronnie into the hallway, pulling him by the arm. It occurred to me that I had no idea how long she'd been sleeping, or how fast the pills wore off. I closed the bedroom door and faced him.

"I'm sorry about that, Ronnie. I really am; I don't know what came over me. I really did hear something, and when I got in there I just lost my head. Your mom looked so incredibly hot sleeping there," I said, adjusting my pants to accommodate my rapidly disappearing erection.

"What? You thought my mom looked hot?"

"I feel bad saying it, but yeah. She's a beautiful woman and she's got a terrific body. If my mom looked like that I wouldn't mind if you said it," I said, scrambling.

"Well okay. Sorry I yelled at you, I guess," Ronnie said, still looking confused.

"Look, I better get going," I said, not wanting Ronnie to think about it too much right now. "I'm really sorry about... about what I was doing to your mom. You won't say anything to her, will you?"

Ronnie shook his head. "What am I going to say? That you think she's hot and you felt her up while she was passed out?"

"Seriously, Ronnie. I like your mom a lot. She's about the neatest person I know and it would really bother me if she knew. Cut me some slack on this?" I pleaded.

Ronnie nodded. "Yeah, sure."

I bolted out of there before he changed his mind. I had a lot of thinking to do; the logistics of this were going to be tough. When I got to my room I grabbed a calendar and counted days. Twenty-eight days took us to the second week in August, the week before Ronnie and I had to leave for college. Not much room for error, especially if Janice was a little irregular with her periods.

Her convenient need to drug herself into a stupor solved the problem of getting Janice to agree to being fucked, but I still had the Ronnie problem. The way things stood today, there was no way he was going to let me get near his mom the next time she was out cold. He'd been pretty mad at me for feeling her up, as mad as I could remember him. No, if I was going to do this, Ronnie would have to agree to it. And if he was going to know about it there was only one way I could be sure he'd never tell anyone. I had four weeks to convince Ronnie to fuck his own mom, then watch while I fucked her, too. A tall order, but I felt like I had destiny on my side.

I waited a couple of weeks before going to work on Ronnie directly. He never mentioned the incident with Janice, but didn't act upset with me either. I stopped complimenting his mom as much when he was around and concentrated on being a good friend, which was pretty easy. What wasn't easy was being around Janice. The idea of fucking her had become an obsession with me, and when I was with her I had to struggle not to stare at her chest, ass and the crotch of her shorts, imagining the delights hidden under her clothes.

I noticed little things about her, too. Like how thin her wrists were, and the way she rubbed a finger on her lips when she was thinking. And like the little wisps of fine hair that curled behind her ears when she had a ponytail. When I wasn't at Ronnie's house it seemed like I spent all my time jacking off, planning out exactly how I would undress Janice and what I'd do to her sleeping body, in what order and how many times.

One afternoon Ronnie and I were watching a baseball game on TV, or at least Ronnie was watching the game and I was watching his mom prepare dinner. Ronnie bolted for the bathroom during a commercial, allowing me to stare at the satin running shorts Janice was wearing without having to be covert about it. She was trying to get something down from the top shelf of a cabinet, causing her tee shirt to ride up nicely.

"Austin, could you give me a hand?" she called. I was up in a shot, glad my shirt was untucked.

"Sure, Janice. What do you need?" I asked, admiring her butt as I walked over.

"That cheese grater up there. See the handle?" she asked, pointing. I reached the grater easily and handed it to her. Janice looked at me and smiled.

"Sometimes I can't believe how big my two boys have gotten. Seems like just yesterday that you and Ronnie were in Mrs. Schnell's kindergarten class together. I blushed. This wasn't exactly how I wanted Janice to think of me.

"Sorry. I didn't mean to embarrass you, Austin. Dean and I are relieved that you'll be with Ronnie at college, he looks up to you so much," Janice said. Dean was Ronnie's dad. Then Janice put her hands on my shoulders and gave me a quick hug. My breath caught as the points of her tits pressed against my abdomen.

"What's this all about?" Ronnie asked, flashing me a quick frown as he walked into the room.

"Nothing. I was just telling Austin how proud I am of my college boys," Janice said.

"Let's go for a walk, Ronnie. I could use some fresh air," I said. It was high time to find out if I could count on my friend's help. As we walked I bemoaned our fate at college, flatly conceding that our plans to fuck a waitress or lifeguard were going nowhere.

"Maybe it won't be that bad," Ronnie said.

"Are you nuts? You know what these college girls are like; they're horny as hell, they fuck all the time. But only with guys who can pleasure them right," I said. "Let's say one of these babes picks you up in a bar and wants to bring you back to her dorm room. What're the chances of you getting her there walking around with a boner the size of Vermont? And even if you did, as soon as she started to pull off her little thong panties and you got a good look at her shaved pussy, you'd be shooting your wad all over the ceiling. Am I wrong?"

Ronnie grinned. "I'm stiff as a board just thinking about it."

"Right. And then she tells all her friends about you and you're history," I said ominously.

"We haven't got any choice, Austin. We've got three weeks left and none of our plans have worked. We're screwed," Ronnie replied.

"Not exactly. There's a woman who's a sure thing, ours for the taking. All we've got to do is go for it and our problems are solved," I said, getting excited. "But you've got to keep an open mind, Ronnie. Remember, it doesn't matter who the woman is; it's all pink on the inside, right?"

"Right!" Ronnie said. This was one of his favorite expressions. Then he frowned. "Are you talking about a hooker?"

"No. It doesn't count if you pay for it, you know that," I said. "Besides, where are we going to find a hooker, even if we could afford it? She'd probably turn out to be a cop."

"Who, then?"

"Your mom. Janice," I said. Ronnie stared at me as though I was nuts. "I'm serious. All we've got to do is wait until her next migraine and we're in! What could go wrong?"

"Wrong? You're crazy; I can't fuck my own mother!"

"Why not? Remember how you felt about Mrs. Bretano, the music teacher?" Ronnie had a major hard-on for her our whole junior year. He had to spend the last ten minutes of every class thinking about skin diseases and dead animals to get his dick to deflate before the bell rang.

"What's she got to do with this?"

"She's about the same age as your mom, the same size and they even look alike. Except Janice is a whole lot prettier and she's got a better body. While you're doing it you could imagine that you're fucking Mrs. Bretano. And it won't even seem like it's your mom. The room will be dark and when she's sleeping like that she can't look at you or say anything. That was why I was groping her the last time, just to see what it'd be like. Do you think I could fuck her if it seemed like it was your mom?"

"I guess not. What was it like?" Ronnie asked.

"Great! When she was lying there all I saw was a hot, sexy body. With great legs and a nice set of big knockers."

"I don't know..." Ronnie was wavering. He wanted to believe me, I could tell. It was time for the clincher.

"Ronnie. If we don't get laid in the next three weeks we could be scarred for life, right?" He nodded his head. "Janice is the one woman in the world who would do anything to protect you. Hell, if she knew about our problem she'd want us to fuck her but then the problem would be we'd all remember it every time we saw each other. So while she's passed out from the drugs is perfect! We get what we need, no one gets hurt, and she won't have any idea that it happened."

Ronnie didn't say anything; he just looked at me.

"You don't have to say yes. Just tell me you'll think about it," I said.

After a minute Ronnie nodded his head. "I'll think about it."

By the thirtieth day since Janice's last period, I was starting to think she'd skipped a cycle. Then at eleven o'clock that morning I got a call from Ronnie.

"It's today. She's feeling woozy already and says she's going to wait until after lunch before she takes the pills," he said, voice muted. Ever since Ronnie agreed to my plan, he'd been calling Janice "her" or "she" instead of "mom."

'Oh, man. That's great! How long will it take before she's under?"

"Maybe half an hour. Say one o'clock."

"And then we've got four hours?"

"Yeah. Listen, Austin. I'm not sure if I can do this. But you can go ahead, I won't hold it against you or anything," Ronnie said, his voice flat.

"Don't make up your mind yet, Ronnie. Hang loose, I'll be there at one," I said, and hung up. Only hours now until I'd be up to my balls in Janice's wet mommy pussy, and I had things to do in the meantime.

When I got to Ronnie's house I just walked in. Ronnie was in the kitchen, putting away dishes and swiping absently at the counter with a dishcloth.

"Where is she?" I asked, my heart pounding.

"On the bed, I think she's out," Ronnie mumbled.

"You checked on her?"

Ronnie nodded.

"What's she wearing?" I asked, getting very excited.

"That navy blue running suit with the white trim, and a white shirt with no buttons," Ronnie replied, rubbing a hand across his crotch to adjust himself but not making eye contact.

"And a bra? Is she wearing a bra?" I asked hopefully.

"Yeah, I think so."

"Perfect, perfect, perfect," I mumbled, making no attempt to hide the hard-on that the description of Janice's attire generated.

"What's in the bag, Austin?" He pointed at the shopping bag I was holding.

"Just some props and stuff. I think you'll like them," I said. "Listen, Ronnie. How about if I go and get her all ready for you? I think that'll make it easier. Trust me, you're going to do just fine in there. Keep reminding yourself that it's a pussy, a pair of tits and a nice set of legs on that bed in there."

"Okay, I'll try. How long will you be?"

"It might be a while. I've got to get her undressed and all set up. Don't come in until I tell you though, it'll be better if you see her when she's all ready," I said, backing toward the hallway to Janice's room.

I stepped inside and shoved the door closed with my shoulders. The room was dark, but not as dark as the last time because the shades weren't completely drawn. Janice was sprawled on the bed face down again, with one leg straight and the other pulled up, knee at a ninety-degree angle. She was wearing the blue running suit like Ronnie said; it was made out of a soft, velvety fabric that clung to her body. The zippers at the cuffs of the pants were open, and on the leg that was bent almost all of her calf was showing. Janice was wearing little pink anklet socks.

I took a deep breath and walked to the side of the bed. Her face was turned toward me, mouth open slightly. Janice's features looked softer now, facial muscles relaxed by the carefree release of deep, drug-induced sleep. I took hold of her right wrist and lifted that arm eighteen inches off the bed, then let it drop.

"Yep. She's out," I said. I knelt down, putting my mouth an inch from Janice's cheek. "Hey, Janice. You don't mind if I take all your clothes off you and fuck your brains out, do you? No need to answer unless it's a problem." I waited a moment.

"Good! Well then, let's get started."

I climbed onto the bed on my knees, straddling her thighs. I grabbed the elastic waistband of Janice's pants and worked them down until her panty-clad ass was showing.

"Oh, man. Look at that butt!" I whispered. I cupped an ass-cheek in each hand and squeezed the soft, supple flesh, rolling each half in opposite directions, up and down. Janice was wearing white cotton panties, bigger than the ones I'd seen under her nightshirt at breakfast the week before but they still qualified as bikini-style. I slipped a finger under the waistband at the small of her back and pulled up and back for just a glimpse of naked ass before letting the panties snap back into position.

I edged back on the bed, letting my fingers trail along Janice's legs until I was standing again. I took hold of the pants at the cuffs and pulled, backing up slowly and watching as the waistband worked its way down her legs and finally popped free of her feet, both legs now straight, toes out. I thought about it for a moment, then reached out and pulled the anklet socks off, immediately pleased with my decision.

I realized that I'd been forgetting a part of my plan. Returning to my shopping bag, I removed a digital camera, 4 megapixels with a fresh 72-MB flash memory card. I backed up, getting Janice's face in the shot, and snapped the first picture.

I went to the other side of the bed to roll Janice onto her back, wanting her in the middle of the bed this time. She turned over easily, winding up with one leg pulled up again, knee splayed out. The jacket of the running suit was partially open; I pulled the zipper down and peeled the garment out of the way. Janice's tits lurked under the white cotton shirt, her bra supporting them so they poked straight at me. I slapped lightly at the sides of her boobs, enjoying the way they bobbled on her chest.

I knew I needed to hurry because Ronnie would be wondering what was going on. I climbed on top of Janice, sitting lightly on her hips, then slid my hands under her armpits. I lifted her upper body toward me and her head lolled forward onto my right shoulder. I could feel her breath on my neck. I worked the jacket of the running suit off her shoulders and down, pulling Janice's arms back. I tugged on it until her hands were free and then tossed the jacket on the floor. This left the shirt, which had cute little half sleeves and a nice scalloped edge of lace at the collar. Wishing I had more time to play, I grasped the bottom of the shirt at her sides and pulled up, drawing it over her bra. Her shoulders appeared and when I got the shirt past her elbows both arms dropped, leaving Janice's head completely covered by the now inside-out shirt.

"Whoa, now there's a Kodak moment!" I thought. I propped her up on several pillows and climbed off the bed to get my camera. I slipped Janice's thin white bra straps off her shoulders before snapping the photo.

Climbing onto her hips, I pulled Janice back into a sitting position and yanked the shirt off her head. This dropped her face back against my neck. Taking a deep breath to prepare myself for the big moment, I unhooked the bra and let her fall back onto the pillows.

"Holy shit!" Her bra was draped across her abdomen, and Janice's naked tits were a foot from my face. Full and rounded, they were resting against her upper arms leaving several inches of creamy smooth chest in between. Her aureoles were a couple of inches wide and dark, more reddish than brown. The nipples were as big as the tip of my little finger. "Fuck me!" I breathed, not believing my good fortune.

All that was left were the panties. I was as excited as I'd ever been, my dick had gone from being painfully stiff to throbbing and twitching, and my underwear was soaked with pre-cum.

"Focus, Austin," I whispered. I crept backwards on the bed, straddling Janice's legs, taking hold of the sides of the cotton panties. As they slid off her hips the top of Janice's bush appeared, followed by her pussy. The bush wasn't trimmed as much as on the girls in magazines who wore string bikinis. It was a tight triangle, but the hair was still long enough to be unruly. The panties kept sliding, down to the middle of her firm thighs.

"Ooooh Shit!" I scrambled to unbuckle my belt and yanked at snap and zipper to get my pants open and my dick pulled out. Kneeling over Janice's pussy I started stroking my cock like a man possessed, my eyes glued to her tits. On about the fifth stroke I came, the first spurt hitting Janice under the chin. Moaning, I watched as I splattered cum all over her chest, tits and stomach. I leaned over to catch my breath as my dick twitched out the last of the orgasm.

I hadn't wanted to do that, but I couldn't help it. And I sure as hell didn't want Ronnie to know that I shot my wad before I even got my cock into Janice. I finished pulling the panties off her and got to my feet at the end of the bed. There was something magically exciting about pulling the panties off of a woman; it was my favorite part of the whole thing so far.

I gathered up Janice's clothes and dropped them in a pile on a chair, then went and got a wet wash cloth from the bathroom to clean the cum off her. I got a really great photo of it first though. Now she was buck-naked on the bed and I was almost ready for Ronnie. Just a few last touches so Janice would look even better. I went to my shopping bag and retrieved my props.

First a couple of rubber bands, which I used to pull Janice's hair into thick pigtails as high above her ears as I could get them. Next was one of my prized possessions. A pair of yellow satin panties that had a picture of Tweety Bird on the front and a thin fringe of lace around the waist and leg holes. They'd belonged to my cousin Gabrielle, who was a major hottie. After a visit my mom made me strip the guest beds and I found the panties under the covers. Gabrielle must have pulled them off to masturbate, which had been pretty exciting to me at sixteen. I sniffed them one last time, the sweet pussy smell almost gone now, and then slid them onto Janice. The tag said the panties were a size 34 and they were a bit tight across the hips, but they still looked great, slinky and definitely non-motherly.

I removed the last two items from the bag. A lacy white garter belt I got at a wedding one time, and the blindfold my mom used for sleeping on car trips. The blindfold was a black satin mask with no eyeholes that had an elastic strap to hold it on. The garter belt looked hot in the middle of Janice's left thigh, and the mask and pigtails changed her appearance a lot. I propped Janice's shoulders up on a pillow so you could see her tits better, and then pulled her feet to within a foot of her ass and spread her knees apart.

Stepping back to admire the effect, I was very impressed. If Ronnie didn't want to fuck her now, he wasn't human. I took photos from several different angles and then hid the camera under Janice's clothes. Ronnie might not like the idea of pictures.

I flipped on the lights before returning to the living room. Checking my watch I was amazed that it had only taken me fifteen minutes. Ronnie looked up from the couch, where he was paging through a magazine.

"Did you fuck her yet?" he asked. I shook my head.

"How does she look?"

I rolled my eyes. "She is so fucking hot. You aren't even going to believe it," I said.

"What now?"

"We both strip to our underwear and then the fun begins," I said. I undressed quickly, a little embarrassed that the front of my briefs was soaked. I felt better when I saw that Ronnie had a partial hard-on and a wet spot to go with it. I led Ronnie to the bedroom door, telling him to keep his eyes shut, then took him to the end of his mom's bed.

"Okay, open them," I said. Ronnie's mouth dropped open.

"Oh, god," he mumbled.

"Remember, just keep thinking 'legs, pussy, ass and tits.' And speaking of tits, what do you think of that big fucking rack right there?" I asked.

"Beautiful," Ronnie said, licking his upper lip. "Can I touch her?"

"Sure! You want the top half or the bottom to start out?"

Ronnie let his eyes drift over Janice's body, settling on Tweety Bird and the stray hairs that were peeking out from behind the narrow crotch of the panties.

"I'll take the bottom," he said. He climbed onto the bed, positioning himself between her upraised knees, then softly stroked the insides of Janice's thighs. He lowered his face and buried his nose into the front of her panties. As the pussy smell hit him his hormones really kicked in and he started nuzzling and licking all over the panty-clad cunt.

"Hey, easy on the panties. I'm going to need those back!" I protested. Ronnie looked up, eyes glazed, then roughly pulled the panties off and tossed them to me. He knelt again and shoved his whole face against Janice's pussy, sniffing and tonguing for all he was worth. I decided to explore my half of his mom.

Ronnie's muff diving was having a definite effect on Janice. Her neck and chest looked flushed, and her lips were moving a little. I pulled the blindfold up to be sure she was still out cold, then decided that it was okay; if I could have wet dreams, she could too. I wrapped a hand around one of her big, soft titties, loving the way my fingers disappeared into the silky flesh as I squeezed it. Then I lowered my face close to Janice's and rubbed my nose along the side of hers. I kissed her, making up for the lack of a real response with the ardor of my own attack. I rammed my tongue into her soft mouth, lapping up the sweet saliva. Suddenly inspired, I pinched her nose shut with my free hand and Janice immediately started working her mouth and moving her tongue. I pulled back, giving her a couple of breaths then dove back in.

I glanced down at Ronnie. He had his arms wrapped around Janice's thighs, her knees sticking straight up and her feet resting against his back. He looked like he was trying to crawl back into her pussy, tongue first.

I shifted my attention to her tits. All the stimulation Janice was getting made her nipples as hard as pebbles and she had those rings of little bumps in her aureoles that I'd seen in magazines. Licking my lips, I pulled her right nipple into my mouth and then kept sucking, trying to see how much tit I could get my lips around. Man, that was good. I kept at it, switching nipples every minute or so, until I felt a tap on my shoulder.

"I think we should fuck her now," Ronnie said, his face covered with cunt juice and his eyes glazed with teen hormones. I nodded.

"You can go first,' I said.

Ronnie gathered Janice's legs up again, putting one over each of his shoulders. Leaning against her, she bent at the waist and her ass rose off the bed. Ronnie grabbed his dick, which at seven inches was a little smaller than mine, and started to clumsily poke it at Janice's dripping pussy. He finally found the right angle, and plunged himself in.

"Oh, shit. Oh, man. That feels so fucking good!" he moaned, as instinct took over and he started to pound away for all he was worth. I knew my turn would come soon, so I enjoyed the effect he was having on my end of his mom. The tits were jiggling like crazy, bouncing and bobbing, nearly hitting Janice's chin on the upswing. Her mask had come part way off, and since Ronnie no longer seemed to need it, I removed it. Janice's jaw was moving and she was breathing hard, her face rolling from side to side.

I grabbed her chin and held it. I took the index finger from the other hand and stroked her lips, and was surprised when Janice's tongue came lashing out, running up and down my finger. I knelt on the bed and slid her head over onto my thigh as I worked my briefs down. My cock was fully engorged, so I had to strain to bend it down. As I rubbed it against her lips the tongue went to work again, this time lapping around and over the head of my dick.

"Whoa, baby! Talk about fucking great," I said, easing Janice forward to take the head fully into her mouth. The tonguing continued as she wrapped her lips around me. She was probing at the slit at the tip, then running the end of her tongue up and down the bottom of my shaft as far as she could reach. My balls contracted, and the only thing that stopped me from ramming myself into her mouth was fear that whatever dream she was having might include biting the end off a big corndog. Just the tongue action and the light sucking was enough though, that and looking at Ronnie's mom's face as she worked me over. I felt the first spurt of cum race up my rod and splatter against the roof of Janice's mouth. Surprisingly, she kept her lips in place and started to suck harder as my second orgasm of the afternoon spent itself and was greedily swallowed. Only when my dick stopped twitching did she open her mouth, and I let her head fall back on the pillow.

I looked up, into the eyes of my best friend. While I'd been distracted, he finished fucking Janice started watching me. Afraid he'd be mad about the modified blowjob, I tucked myself back into my briefs.

"How was that?" he asked, then grinned. "You should have seen the look on your face when you were cumming, Austin. You looked like you were going to melt."

"You weren't doing too bad yourself, big guy," I said. "You leave any for me?" I asked, nodding at the oozing pussy he'd been banging. He laughed.

"Damn straight. Hey, how about a break? I could use a beer," he said, then swung his legs off the bed and stood up. I watched him walk toward the door.

"I'm right behind you. Let me get her straightened up a bit."

I got off the bed and grabbed my camera. I snapped maybe ten shots as Janice slept peacefully, getting some great close-ups of her aroused pussy. Stowing the camera, I caught up with Ronnie.

"You're handling this a lot better than I thought you would," I told him as he handed me a beer. He nodded slowly.

"I know. Better than I thought, too. I don't know, Austin. When I saw her naked, I knew I wanted her... bad. Maybe it's because I'm so horny and because you dressed her up so nice. But maybe I've always wanted to fuck her." He looked up, judging my reaction.

"No arguments from me on that. I've been jacking off to her for most of the last month," I admitted. "What surprised me was how fucking great she looks naked. Janice is hotter than anything down at the restaurant."

"Isn't it weird that we can do all this stuff to her without waking her up?" Ronnie asked. "I mean, that one time when dad called I got her to sort of wake up."

"I was thinking about that. I think she's dreaming about sex while we're fucking her. When I had my dick in her mouth especially," I said. Then another thought hit me. "How long had she been out when you woke her the other time?"

Ronnie thought about it. "It was later. Maybe an hour before she got up anyway," he decided. I checked my watch.

"Janice has been out for an hour now. We should be safe for a while yet; you ready for round two?" I asked. I knew I was.

Ronnie finished his beer. "Oh, yeah!"

When we got back into the bedroom we both admired Janice for a moment, sprawled on the bed naked except for the garter belt and the rubber bands in her hair. By then my dick was trying to tear a hole in my briefs.

"I think we can both lose our underwear, Ronnie," I said. "Janice isn't going to mind." I dropped mine to the floor and moved between her legs. I was going to use the same position as Ronnie.

"Hold up. I've got a better idea," he said, climbing onto the bed. He flipped Janice onto her stomach and then lifted her under the armpits until she was on her knees. "Now pull her knees apart," he directed, nodding when they were spread wider than her hips. Then he lowered her upper body to the bed, face down. The positioning of her legs brought her butt into the air a little. Janice looked like she was praying to Allah or something. Ronnie moved to the head of the bed and scooted forward until his legs were straddling her and her head and shoulders were in his lap. He gave me a wicked grin.

"How about if I hold her so she doesn't fall over?" he asked. Surveying Janice's upturned ass and nicely positioned pussy, I just nodded.

"It's amazing she can lean over with her legs like that," I said.

"Yeah, she's pretty limber. I saw her do this in yoga class once, that's where I got the idea," he said. "Go ahead and stick it in her; I want to watch."

I stroked the pussy with the head of my dick and since she looked pretty well loosened up, I just shoved it in without any foreplay.

"Oh, shit! That feels so fucking nice!" I moaned. I grabbed Janice's ass with both hands and started pumping her hard.

"That's it, bang her!" Ronnie said, his eyes shining. "Her pussy is so soft on the inside, but it still kind of hangs onto you, right?" I just nodded, up to my scrotum in his mom's cunt, not in the mood for conversation. Ronnie was holding Janice's shoulders high enough that her nipples were barely touching the bed. Since he wasn't using them, I reached around and grabbed her tits.

Ronnie watched me for another minute or so, then looked down and started stroking the back of Janice's head. I was pretty sure what he was planning. He took hold of both pigtails and lifted her face out of his lap. Her mouth was hanging open, drool leaking onto the bed. Ronnie mimicked my earlier approach, first sticking his finger into Janice's mouth and letting her suck it for a moment, then replacing it with his cock. She closed her mouth over it, sucking, and Ronnie started to raise and lower her head slowly, letting gravity do most of the work. After a while when he let her drop all the way down most of his dick was inside her. A couple of times her nose disappeared into his pubic hair.

I now had my hands on Janice's hips and was thrusting into her with everything I had, trying different angles of attack to get every last bit of penetration. I heard a low moaning sound and looked at Ronnie, but his lips were clenched as he slowly worked his cock in and out of his mom's mouth. The moaning, really more of a low hum, was coming out of Janice. And her hips were moving now too, butt rising off her calves a little. Her pussy was getting really wet, and I studied it as my cock slid in and out.

"Hey, Ronnie. Something's happening down here. There's some kind of juice coming out of her pussy. You think she's cumming?" I asked. Ronnie shrugged, but started to work her head a little faster. I was pounding against her ass like a jackhammer; the thought of giving Janice an orgasm was driving me wild.

Janice opened her mouth wide, Ronnie's cock poking against her left cheek, and let out a loud moan. The muscles in her cunt were really twitching, and her ass was bobbing around like crazy; I had to hold on tight to keep my dick from slipping out of her. My balls were tightening up and I knew I was going to cum too. After a couple of last deep thrusts I dug my fingers into the soft flesh of her hips and groaned, then leaned against Janice's gyrating ass.

"Ohhh man, Ohhh baby!" I moaned as I shot my load into her pussy. As I finished, I looked up to see Janice suck the last of Ronnie's load out of his softening dick. After another minute he looked up at me.

"You finished?" he asked. I nodded weakly.

"Grab her shoulders and pull her off me," he said. I did, and after he rolled off the bed I dropped Janice and joined him. We were sitting with our backs to the side of the bed, resting.

"That was incredible," I said, still panting. Ronnie nodded, but looked troubled.

"Yeah, but you must have fucked her better than I did for her to cum like that," he said. As much as I liked the sound of that, I objected.

"No way. She was still all hot from the first time when I got her. And you were helping; you had your dick further into her than I did. She looked like she was swallowing your whole cock."

"I think I was in her throat a couple of times," Ronnie admitted, grinning.

"Don't take this the wrong way, but I don't think this was the first time Janice had a dick in her mouth," I said. "The way she worked me over with her tongue seemed pretty experienced."

Ronnie nodded. "I've never cum like that before. It felt like she was trying to suck my balls out through my cock," he said.

We sat there for a while, each of us glancing up at Janice every so often. She was face down, lying about the same way as when I first came into the room. She seemed to be sleeping soundly, but would writhe around a little from time to time, as though she was still dreaming about getting fucked.

"You ready to wrap it up?" I asked hesitantly. Ronnie smirked.

"I think I could get her one more time," he said.

"Me too," I replied.

"How do you want to do it?" he asked. I thought about it.

"I think I'd like to do it the old fashioned way. It would feel great to have her tits against me, and that way I could look at her face while I was fucking her. And maybe kiss her a little," I said finally. Ronnie pondered it, then nodded.

"I think I'd like that too. You want to go first?"

I shook my head.

"Listen," I said, then hesitated. "I've got a camera, would you mind if I took some pictures while you're banging her?"

"Hell no! That's a great idea. Then I could take some of you, too!" He jumped to his feet aroused by the thought of the photos and looked at Janice. "Help me flip her over."

By the time the muscles in Ronnie's ass stiffened and he gave Janice a few last urgent pokes, I'd gotten a lot of really great shots; some close up, some showing the whole scene. As Ronnie rolled off her, I handed him the camera.

Janice was lying with her legs spread wide, arms back and bent, hands next to her head. I lowered myself onto her and then gasped a little, enjoying the feel of her smooth skin against most of my body. I licked at the side of her neck, tasting the saltiness of the sweat that gathered there, then let my tongue trail up to her cheek. Janice looked flushed, her face was sweating and there were little strands of hair plastered to her temples and behind her ears.

I reached down and grabbed my erect cock, guiding it toward her pussy. I started too high at first, adjusted and felt it sliding in. Fucking her felt different from this position, more comfortable. Janice's generous hips cradled me and her thighs were warm against mine. I could feel her bush rubbing against my pubic hair. I started slowly, enjoying the sensations of it: her labia against the sides of my cock; the soft, buttery wetness deep inside her; and the fluttery feeling when I almost let the head slip out before plunging in again.

I brought my hands up and cupped her full breasts on the sides, pressing them against me. Janice's nipples were hard against my skin, moving with me as I slid up and down on the silky firmness of her belly. I moaned softly, knowing that nothing could feel better than this. Janice's lips were moving slowly, and I could see her tongue working behind them, back and forth under the upper lip. Every part of her was magic, offering its own incredible pleasures. I put my hands on the sides of her head, the base of her pigtails between my fingers. I covered her mouth with mine and thrust my tongue against hers. It held its own, pushing and parrying, darting into my mouth before retreating. Janice's lips responded as well; laboring against mine, all full and soft.

I started to move faster as I kissed her, thrusting my hips with increasing urgency as I felt myself building toward a climax. Janice seemed to be moving with me, balancing the rocking motion so that she met me every time my cock plunged to its limit into her pussy. I lost all sense of what else was happening, living for the feeling of being deep inside this wonderful woman.

My moaning turned into a wail and I grabbed her shoulders and held on as I felt my cum surge into her, spurting wildly. I ground my pelvis against hers, keeping my cock buried as I spent myself. Her cunt was clenching around me hungrily, holding me in place.

Finally it was over and I collapsed against Janice, my lungs heaving. I gradually let my limp member slide out, her pussy giving the head one last squeeze as it fell free of her. Afraid to leave all my weight on her for long, I rolled onto the bed. Lying on my back, I heard my camera click, followed by the sound of the motor working the zoom lens.

"Were you taking pictures the whole time?" I asked. Ronnie was on his knees next to the bed. He grinned.

"Pretty much. Watching you was almost as much fun as doing her myself," he said.

"Nothing could be as much fun as that," I said softly. "Not even close to it."

I sat up, fighting the urge to fall asleep next to Janice. The clock by the bed said it was a quarter of three; Janice had been under for two hours.

"We've got to get her cleaned up and dressed," I said, willing myself to stand up. Ronnie glanced at the clock.

"I guess you're right. Seems like a shame to put clothes on her though," he said.

We got wet hand towels from the bathroom and wiped her thoroughly, spending extra time on her pussy which was sopping wet and oozing fluids from all three of us. She was still red and swollen there, but there was nothing we could do about that. There was a wet spot on the comforter the size of a grapefruit. I wiped it as clean as possible, hoping that it would dry before Janice woke up.

Dressing her went quickly with both of us helping, but hooking her bra was harder than unhooking it. I zipped the running jacket up halfway and then we turned Janice onto her stomach. I arranged her legs the way I found them, and then stepped back. Something still wasn't right. My eyes lit on her bare feet and I remembered. I retrieved the pink ankle socks and slid them onto her.

"There! Perfect," I said. Ronnie snickered.

"Wrong again, Sherlock," he said, then tapped Janice on the side of the head.

"Oops," I said, then pulled the rubber bands from her hair. Ronnie got a hairbrush from the bathroom and ran it through her hair a few times. I grabbed my shopping bag and flipped off the lights as we retreated to the family room. We got dressed then collapsed on the couch.

"That was fucking incredible," I said. "Better than I ever imagined sex could be!"

"I'd say we're ready for those college babes now," Ronnie replied, adjusting his position on the couch and tugging at his shorts. "We'd better be; I don't think I have any skin left on my dick!" He started laughing and I joined in, exhaustion and the exhilaration of the experience combining to make me feel giddy.

"I can't believe I came four times in the last two hours," I said finally.

"Four times?" Ronnie asked. I blushed.

"I had to jack off one time while I was undressing her," I admitted. Ronnie laughed.

"Don't feel too bad, I was yanking mine out here while you were getting her ready."

We both jumped when we heard a noise. It sounded like it came from Janice's room. That was followed by the unmistakable sound of a toilet flushing. In a panic, I stared at Ronnie.

"How could she wake up so fast?" I whispered.

"Fuck if I know!" he said, shrugging. He was pale and looked really nervous.

The door to Janice's bedroom opened. She walked out stifling a yawn, then stretched contentedly. Ronnie stared at her.

"I didn't expect you up so soon. How do you feel?" he asked.

"I feel terrific, Ronnie. The headache is completely gone," she said, then walked toward the kitchen.

"What have you boys been up to?" she asked. I cringed.

"Nothing much. Why do you ask?" Ronnie replied.

"Because you two looked like the cat that ate the canary when I came in, and because there are beer cans on the coffee table," she said. Ronnie picked the cans up. His mom let him drink beer sometimes, but he wasn't supposed to help himself.

"Sorry. We'll take the cans out to the trash," he said, and we both bolted for the front door.

"It's impossible. I was fucking her like twenty minutes ago!" I said, keeping my voice low.

"Well she's sure as hell awake now," Ronnie replied.

"Do you think she could have been awake... before?" I asked, remembering how responsive Janice had been the last time. Ronnie shook his head, but didn't look too confident.

"No way. She wouldn't just lay there and let us do it to her," he said.

"You're probably right," I said. "And she sure doesn't seem upset about anything." I looked at my hands, which were empty.

"Crap! I left my shopping bag in there."

The bag was still next to the couch. I grabbed it and told Ronnie I was going to split. He decided to go take a shower to get rid of the smell of sex. I stuck my head into the kitchen; Janice was making herself a sandwich.

"I'm going to take off now, Janice. Glad you're feeling better," I said.

Janice smiled and walked toward me.

"Thanks, Austin. Say hi to your folks for me," she said, then gave me a hug.

But it wasn't one of those motherly, leaning forward hands on the shoulders hugs she usually gave me. I could feel her pelvis against my thigh, and her hands were planted squarely on my back. I stiffened, waiting for her to pull away but she didn't. Instead, her right hand drifted down and she gripped that side of my butt.

"You were awake in there, right?" I asked.

"Yes Austin, I was. At least for quite a bit of it," she said, then leaned back and looked at me. "That was a pretty interesting thing to wake up to."

"And you're not mad?" I asked. She laughed.

"Why would I be mad? You boys were terrific. Do me a big favor, though?

"Anything!"

"Don't tell Ronnie. That way we can do this again when you boys come home for Thanksgiving, without the pills this time. And I'd love to see those photos you took," she said, then leaned forward and kissed me.

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