Note: This story was dynamically reformatted for online reading convenience.

Subject: Mentoring (MF, FF, MMF, group, oral, exhib)
By: Kelly <pghkelly@yahoo.com>
   Diary Date: April 2, 2009
  
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   !!!WARNING!!!!  This file is a work of fiction containing sexually
explicit material which may include depictions of underage, nonconsensual
and unprotected sex as well as incest and adultery.  It is not intended to
implicate any person or action by them or me, nor advocate such practices.
If you can't separate fantasy from reality, get professional help - FAST!
   The material is distributed as "For Adults Only" and possession by a
minor is strictly forbidden.  If you are not legally empowered to be in
possession of this material, do not read it and delete it immediately.
   This work is copyrighted to the author (C)2010.  It may be posted to
non-commercial "free" sites, or in the "free" area of commercial sites so
long as no changes are made AND the author information is retained. 
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Summary:
Usually when you think of mentoring, you picture an older person passing
on their knowledge to a younger person, leading them along their career
path.  Sometimes it works the other way too, and not just at work but for
play too!
   Table of Contents:
   Chapter 1 - The Party
   Chapter 2 - Getting to Know Kate
   Chapter 3 - Our First "Date"
   Chapter 4 - Kate's First Masturbation Lesson
   Chapter 5 - Modeling Together
   Chapter 6 - Kate Finally Cheats
   Chapter 1 - The Party ====================
   It all started out pretty much like any other party.  A simple e-mail
telling me the date, time and location.  After all, it wasn't like I had to
do much preparation other than making myself presentable.  A shower, shave,
hair and makeup and I was ready to go.  I didn't even have to worry what to
wear because whatever I chose wouldn't be on me for long once I arrived at
"work".  You see, my "job" is to model lingerie and demonstrate adult toys
to groups of women no different than those you might see at your typical
neighborhood Tupperware party.  For most of them, it's a fun evening where
they get to be a little "naughty" and perhaps even a bit embarrassed but
it's all meant to be fun and since ONLY women are allowed to attend,
nothing really "bad" ever happens.  In fact, if anything like that DID
happen, the hostess would have probably fire me!
   It was the beginning of December and bookings had been down a bit with
the holidays and such First Thanksgiving and then the start of the
Christmas shopping and as a result, the party scene was cut down seriously
as the amount of time women had to attend such extraneous affairs as a
Passion Party disappeared.  Still, a girl has to make a living somehow so I
made sure I accepted every assignment that came my way.  Beggars can't be
choosers.
   The party itself was rather uneventful, at least from my perspective. 
There was the usual gasps and reddening of faces of some of the more
conservative ones in the crowd, especially when I would come out in one of
the more risqué outfits.  A little wine didn't hurt things and as they
loosened up as time went by - so did my outfits.  The toy demos didn't
start until over an hour or so after the party started, time enough for
inhibitions to drop yet even more.  Even then, it's not like I masturbated
for them or anything.  Mostly I would just rub it up against me with
perhaps a little penetration; more to tease and shock them than to turn
them on.  Nothing improved sales like group guilt!
   Another reason I work these parties is that they are great ways to
"advertise" for more provocative parties - bachelor, bachelorette,
birthdays, that sort of thing.  Of course, sometimes I would get requests
for more "intimate" parties - maybe just one or two people, which I
typically turned down or referred them to my cousin Kristi who made a
career doing things of that sort.  In my mind, I am simple earning money to
get by until I can get back into a teaching position, not working my way to
being a whore.  There was that one time towards the beginning when I did
something with a couple (it's in my diary if you're interested) but as fun
as it was, I knew that if I pursued that sort of thing further I would
likely gain a reputation that would kill my teaching career plans.
   When the party was officially over, many of the women hung around, as
they usually did, to gossip and drink more of the hostess's wine.  Sharon,
the distributor, would sit off to the side taking orders and handing out
catalogs.  Sometimes I would hang around and chat with some of the women
who were interested in my "job" and perhaps the other `services" I
provided. It wasn't so much that THEY wanted to do what I did, but rather
more why I did it and perhaps voyeuristically share some of my experiences.
Typically I tried to diplomatically dodge any such "story telling" but I
also felt an obligation to help Sharon bring in more orders.  Besides, I
got a small commission from whatever was sold at the party so the more
sales, the better.
   One of the women, she called herself Kate which I later learned was
short for Katrina, seemed particularly interested in me.  Well, again not
so much ME as what I did and how I'd gotten into this line of work.  At
first glance Kate looked to be your typical soccer mom, mid to late
thirties, hair shorter than it had likely been when she was younger,
dressed rather plainly in pants and a floral top.  The modest clothes
couldn't hide the fact that she was still in pretty good shape, probably
thanks to a few sessions at the club each week.  She seemed hesitant to buy
any lingerie, though, but did seem interested in several of the less-exotic
toys.
   Kate was just one of several women I talked to that night and under
other circumstances, I would probably never have remembered her a few weeks
later.  As always, I had handed out my business card to everyone at the
party and evidently she had kept one because it was about two days later
when I got a surprise phone call from her.  It was a little embarrassing at
first because I didn't remember her right away but then she reminded me
about the party and our conversation and I was able to recall her face
again.  After her brief introduction, there was a rather long pause as I
waited for her to tell me what was on her mind.
   "You know.....  I was thinking about those toys we talked about," Kate
finally said.  It was like she was embarrassed to be talking about them and
I could barely hear her over the phone.  "It was so hard to decide which
one to buy.  I've never used anything like that before so I was wondering
if there was one you would recommend to start with?"
   Well, there's always a first time for everything and this was the first
time a complete stranger had ever called me for my advice on which dildo
she should buy!  After the initial shock, or at least surprise, I thought
for a moment and then described to her one of my favorites.  It was just a
small vibrator with a remote control that she could operate from her purse.
Isn't thee wireless revolution great?  I explained to her that not only was
it enjoyable to use on yourself, it was a great way to have some kinky fun
with your partner as well.  She asked me if I had one she could buy but I
don't sell them myself.  I told her she would have to call Sharon, the
distributor, to order one and asked her if she still had the catalog since
it had her name and phone number stamped on the back.
   "Oh yeah, I have it somewhere....," she replied, "Ummmm.....," she
paused, as if something else was really on her mind but she was afraid to
say it, "Do you think I could meet with you to talk about it some more. 
This is sort of hard for me to discuss over the phone as you might be able
to tell."
   Alarm bells rang and my spidey senses tingled.  She hadn't SEEMED to be
the stalker or loony type but then you never know what lurks behind those
naïve looking faces sometimes.  Kate definitely hadn't seemed to show any
signs of sexual advances toward me and I got the opinion seeing her in the
audience she was one of the ones that was most embarrassed when I would
touch myself or show myself to the audience during the party.  I couldn't
quite place my finger on WHAT it was, but I was certain there was more to
her request than a innocent discussion regarding my dildo and vibrator
recommendations.  From past experience I knew simple questions often have
much more complex realities.  For instance, I'd recently had a wife ask me
to do her husband as a "gift" which in the end, turned out to be some crazy
fun, but Kate didn't seem to be the type to get involved in that sort of
thing.
   "I'm sorry, I don't mean to impose...  If you don't want to meet me,
that's OK," she said when I didn't answer right away, "I'm sorry I bothered
you."
   "No wait," I hurried back before she could hang up.  I told her I would
meet with her and so we set up a time for the next morning for brunch.  She
offered to meet me at an Eat'N Park restaurant, not exactly the most
private location which was good and bad.  Good in that nothing would happen
in such a public place but bad in that nothing would happen in such a
public place!  I wasn't sure exactly what even COULD happen but my
curiosity was peaked now.  And you know what curiosity did to the cat....!
   Chapter 2 - Getting to Know Kate ===============================
   The next morning I drove to the restaurant she had recommended.  It was
part of a chain with several in the area so I hoped I remembered the right
one!  Once inside, I saw someone waving at me from a booth towards the back
and I recognized Kate.  Waving off the hostess , I walked in and took a
seat opposite her in the booth.  Kate was dressed about like me - jeans and
a blouse, nothing fancy or even suggestive.  It was the witching hour
between breakfast and lunch when business was slow and there was nobody on
either side of us at the time.  The waitress came by and offered me coffee,
which I politely refused, asking for water instead.  Kate was already on
what was at least her second cup of coffee judging by the empty cream and
sugar packs She was drinking regular rather than decaf so I could just
imagine the caffeine levels in her blood about now!
   "You know, I can't believe I asked you to meet me here like this," she
finally said after we exchanged some inane comments about the traffic and
weather.  "I've never done anything like this before."
   I tried my best to suppress a smile.  What in the world was she talking
about?  We were just two women sitting in a booth in a typical Bob-Evans
style restaurant.  What was so special about it?
   "Oh I suppose you're wondering what I'm talking about," she rambled on,
evidently catching the puzzled expression on my face.  "You seemed so easy
to talk to about things the other night and I don't know....  I guess I
thought maybe you could help me."
   OK, so what did THAT mean?  I just sat there with what I hoped was a
supportive look and posture for her to continue.  Ten minutes in and I
still had no idea where this was leading!
   "OK, I guess I should just say it then...  My husband and I haven't had
sex in over a year and I was hoping you might help me be.....  well
more.... appealing if you know what I mean."
   Whoa!  Boy, talking about a change of course the conversation!  My mind
raced as a number of possibilities came and went.  Were they having
problems with their marriage?  Was he cheating on her?  Was she as
conservative and repressed in bed as she seemed to be in life and maybe he
was just bored with her?  Was there a physical issue that needed to be
addressed - maybe something medical?  Maybe it was just a simple case of ED
and some Viagra was all they needed.  If so, it wasn't like it wasn't
advertised so why hadn't they tried it?  It's amazing how fast your mind
can churn and the number of ideas you can have in just a few seconds!
   "Do you mind my asking how old your husband is?" I said gently, trying
hard not to appear as surprised as I felt.
   "He's 49.  I'm 38...  he wants a younger wife I think.  We've been
married for 18 years now."
   "Kids?"
   "Two - boy 16 and a girl 15."
   "Ummmm, can he get it up?"
   Granted, it was your typical conversation starter but I didn't think it
was THAT personal a question, especially considering what she had told me
about their non-existent sex life, so I was a little surprised when the
tears started to form.  Was she a psycho or what?  Kate swallowed hard and
then bit her lip before answering.
   "Well, at least not with me."
   Now I couldn't let it go at that.  What exactly did she mean?
   "What do you mean Kate?", was the obvious follow-up question.
   "Well, I know he masturbates.  Sometimes forgets to cleanup after
himself and I find the nasty tissues and towels he uses.  There's porn on
his computer but I'm afraid to say anything about it.  So he MUST be able
to do it but when he's with me he claims he can't."
   "Well, an erections usually not something most men con control and keep
from happening so it's probably true, at least so far as that goes," I
said. "Has he seen a doctor?  I mean, there are all sorts of things
advertised on TV that he can take to help himself."
   Kate pursed her lips again but she hung in there and answered, "He
claims he has but he won't let me go with him, says he is too embarrassed
to discuss it with the doctor in front of me.  He's gotten some pills but
they don't seem to help."
   I sat there for a moment, not sure where to go from here.  For THAT
matter, why was she telling me all this crap anyway?  It sounded like
either he needed a better doctor or they needed a marriage counselor,
neither position for which I was qualified...  or wanted to be involved in.
   "So Kate, why tell me all this?" Again, the obvious follow-up question
but it had to be asked.
   "Oh wow....  I feel so embarrassed talking about this but I thought
someone....  well someone like you would understand," she started out.  I
wasn't too sure I was exactly thrilled over the "someone like you"
commentary as I doubted she meant it as a compliment, at least not in her
mind.  "I guess I have needs too," she finished up by saying.
   Her voice trailed off after that and again, my mind raced with all sorts
of possibilities.  Was she looking for sex?  That was my first reaction but
one look at her and it was obvious that it wasn't the case.  When I was
doing my thing at the party she could barely even look at me, let alone
appear turned on by me, and even now she seemed more embarrassed than
horny. Then it dawned on me.  Yo!  Earth to Kelly - wake up!  Of course,
that's what it was all about.  The first thing she had asked about was a
toy.  Kate was looking for a substitute for her husband's unresponsive
dick. Yet something also told me it wasn't a fake dick she was looking for
either
   "Kate...  Doesn't your husband try to help you, even if he can't do it
himself?"
   "He tries and he says he enjoys it, even if he can't get an erection,
but I know he just does it to keep me from complaining...  or leaving him.
He knows I could NEVER leave him or cheat on him.  Kelly, I want you to
know that I love my husband totally.  It's just I don't want to go without
sex for the rest of my life."
   "So you think a dildo or some other toy is going to take the place of
your husband?"
   Kate got that determined look again and her lips practically disappeared
as she thought about how to answer me.
   "I don't know.....  I've never masturbated before."
   Well, I can't say I was totally shocked.  I'd known girls before, even
roomed with one back in college, that claim to have never masturbated. 
Regarding my personal experience, it was a religious thing where my college
roomie believed that masturbation was morally the same as having sex, just
without a partner present, making the fantasies that accompanied it
perverted and against the will of God.  Other than her, though, I've never
personally known anyone who has truly NEVER masturbated at least a little.
Thoughts of my Aunt Sheri came to mind but even then, someone as
narrow-minded and twisted as her must still have those urges, those
personal moments where she lets her fingers to the walking, so to speak. 
For Kate to say she NEVER masturbated was a little hard to believe but if
true, it certainly might explain her weird behavior.
   "NEVER?" I questioned her, letting a little of the doubt in my thoughts
seep out in my tone of voice, "Not even ONCE?"
   "Never," she confirmed, "I was raised in a very strict family and my mom
taught me that masturbation was perverted and nasty...something only THOSE
girls did and that if I was a good wife to my husband that he would be
enough to satisfy my needs."
   "So you've never even TRIED?"
   "Oh I've thought about, sure I have.  I just can't get over that feeling
I get any time I start to put my hand anywhere near myself that way.  I
can't even look at myself down there."
   "Then how in the world do you ever plan to use a toy?" It was a question
that had to be asked.  If she was so self-conscious that she couldn't even
LOOK at her pussy, how was she going to use a toy on it?
   "I hope you don't mind me asking this Kate...  but have you ever had an
orgasm?"
   Kate flushed red, even more so than she already had been.
   "I don't THINK so...  Bruce always asks me that so I use to try to do
the things I thought a girl should do when she has one to make him happy,
but I've never actually felt any of those things you see girls do in movies
or such."
   Gradually I was getting more of a picture here and it was becoming all
the more interesting as it came into focus.  Kate could have easily just
ordered a toy at the party and avoided all the embarrassment of confessing
these things to me if that's all she wanted.  But would she have actually
had the nerve to USE it on herself?  Probably not.  I was starting to get a
pretty good idea of what she REALLY wanted from me.  Seeing her eyes avert
from mine and just from her overall posture and appearance, I doubted she
was going to have the courage to carry this through without some help from
me.
   "So Kate, were you hoping for me to help you in some way?" I asked
gently, trying to see if I could coax it out of her without actually
leading her too much.  She didn't answer so I got a little more
provocative, hoping to get some sort of a reaction.
   "Were you looking to have sex with me?"
   Well, THAT got a reaction, needless to say, but not what I was looking
for.  Kate's eyes opened wide like saucers and her face REALLY turned red
this time.  Her mouth hung open like a fish out of water and for a moment I
thought she was going to get up and run away waving her hands over her head
and screaming like a crazy person.
   "Oh my god no!  Never!  I could NEVER do anything like that," she
protested, her voice rising enough that I had to hold up my hand to signal
her to keep it down.  She looked around nervously, evidently afraid that
someone might have overheard us but there was nobody within twenty feet of
us or more.  "Heaven forbid, I am NOT a homosexual."
   It wasn't the time to debate homosexuality versus bisexuality, so I just
smiled at her and tried to calm her back down again.  When I reached out
and tried to hold her hand, she pulled it back, probably afraid now that I
would try to make some sort of a move on her now.
   "I'm so sorry Kate, I didn't mean to say anything to upset you.  I just
don't understand why you're telling me all this, that's all...  believe
me."
   Kate seemed to settle down a bit.  "Well, I thought this would be a LOT
easier than it has been...  I'm sorry, I didn't mean to overreact...  I can
see where you might have gotten that impression.  I suppose for girls like
you it's no big deal but oh my god, I could never do such a thing."
   There it was again; "girls like you".  Hmmmm, I could only imagine what
type of girl she thought I was and to be fair, I couldn't blame her since
all she knew about me was what she had seen at the party and if that was
all she was basing her analysis of me on, she must likely think of me as a
whore, or least a slut - and not in the way I like to think of me as a
slut.
   Kate took a deep breath and finally came out with it saying, "Here goes
nothing....  I was hoping maybe you could teach me to masturbate with one
of those toys you showed us.  You know, maybe be my mentor or something
like that.  I know you're younger than me but I would prefer to think of it
as something like that."
   Wow, now THAT was something new for me.  After all these years, I've
never had someone come to me from out of the blue and ask me to teach them
to masturbate!  Most girls learned that on their own or with a friend when
they were in their early teens.  For a woman her age to even NEED to learn
was something extraordinary.  At the same time, it WAS something unusual,
something new, and that's what appealed to me.  Kate seemed so naïve yet at
the same time, she was no overweight middle-aged woman who had let herself
go.  There must have been something more to her husband's erectile
dysfunction than she had said as I couldn't see any reason why a man
wouldn't be attracted to her sexually.  Hmmm, too bad she was so straight
as she didn't look all that unappealing to me!  In a way, she reminded me
of my Aunt Linda.  Not at all physically, but more the age difference and
relationship we had.
   "So how did you think this would happen Kate?" I asked, figuring it
might be best for her to take the lead as much as possible.
   "Gosh...  I have NO idea!" she busted out, "I really can't even believe
I got THIS far!"
   I thought for a few moments and then a plan began to gather in my mind.
   "OK Kate, I'll help you," I said, "But I think we should get to know
each other a little better first, don't you?" Her eyes widened again and I
think she thought maybe I was making a move on her so I quickly jumped in
to correct her thoughts.  "Don't worry, I didn't mean anything like THAT",
leaving her fertile imagination to figure out what "THAT" meant.  "I meant
just go out and get to know a little more about each other, maybe some
shopping or something."
   Once again, she visibly relaxed and then after a few seconds of thought
she agreed.  We set up a time for a few days later at the mall and from
there the subject was dropped and we finished off our drinks over some
innocuous small talk before leaving, not even shaking hands, let alone
exchanging hugs.
   On the way back to my apartment, I marveled at the events of the past
hour or so.  Damn, who knew?  I mean, I would NEVER have imagined that
someone like her would EVER ask me to do something like this.  I was
actually feeling a little tingle between my legs and I knew before I got
home it would become a lot more, enough that I had a good idea of what I
would be doing for a while once I got back!
   I did.
   Chapter 3 - Our First Date =========================
   We met at the mall food court a few days later, just as planned.  In
between I hadn't heard a word from Kate, not a phone call, e-mail or text
message.  Then again, I wasn't sure if Kate was all that computer literate.
She was at that age where it could have gone either way.  Probably it was a
case where her husband did all the computer stuff and she didn't bother
with it.
   Seeing her sitting at an empty table, her purse sitting on her lap,
together with knowing why we were meeting, I almost had laugh but somehow I
managed to control myself and just smile nicely instead.  Kate was dressed
in loose jeans and a turtleneck top with a winter jacket over it all.  A
pair of plain brown dress loafers and a simple gold necklace around her
neck finished it off.  Her makeup was basic, some eyeliner, lipstick and a
light base but nothing overwhelming.  A pair of diamond earrings were in
her ears, no doubt a present from her loving, if dysfunctional, husband. 
Hmmm, they looked to be pretty big ones too.  Was someone trying to
compensate for something, maybe buy her off?
   I would have given anything to be able to read her mind just when she
saw me.  The look on her face was priceless so no doubt her thoughts had to
be something else indeed.  While I was far from being in full "slut mode",
I wasn't exactly dressed for family day at church either.  Had it been
summer I would've gone for shorts but with winter arriving, a short denim
skirt was more in order.  Granted, when I say short, I mean SHORT - as in
just a few inches down from the bottom of my ass and tight around the waist
with ruffled bottom half.  Underneath I was wearing a standard black thong
which wasn't visible - yet at least, but when I sat down it would take some
careful maneuvering NOT to show it off when I crossed my legs, if I really
wanted to hide it in the first place.  On top I had a tight pink camisole,
no bra, that came down to my bellybutton when I tugged it down but then it
would quickly creep up to reveal a few inches of my torso.  I liked the way
it dropped down low enough to show plenty of cleavage and with the cold air
outside my nipples were popping through like someone had put the nipples
from a baby bottle underneath!  My high heels were about 4 inches, enough
to let me strut through the mall and make the best of my legs while not so
high I was in danger of tripping over myself al the time.  I was wearing a
thin winter jacket with a fur-lined collar that was unzipped, falling open
to let everyone see what little I was wearing underneath.  If nothing else,
was certainly getting the looks from every teenage boy in the place, not to
mention most of the older ones as well.
   "Hi Kate, I'm so glad you could make it!" I greeted her as I took a seat
opposite.  I crossed my legs just slowly enough to let some of my
"observers" catch a quick glimpse of my thong and wondered if they were
turned on seeing my underwear or disappointed that I was wearing it in the
first place.
   "Oh my god, I can't believe your outfit!" she gasped, trying to appear
nonplussed but clearly flustered.
   "What's the matter Kate?" I asked, trying to appear as if I really
didn't know what would be bothering her.  "Too conservative?"
   She rolled her eyes at my futile attempt at humor.  "Like...  you may as
well not be wearing anything...  you know?  Do you always go out looking
like THAT"
   After some of her comments at breakfast earlier in the week, Kate seemed
to have this knack for insulting me without actually doing so but I didn't
take it personally, it was just her.  I leaned over towards her,
deliberately so as to let my boobs hang down to give her a good view of
them.  She started to avert her eyes but it was like a car wreck where you
know you shouldn't look but yet you can't resist.
   "Look, one of the things you need if we're going to make this work is
more self-esteem.  Dang it Kate, you're a hot women yet you dress like my
grandmother.  How do you expect to get yourself off when you're don't
appreciate what you've got?"
   She looked at me with an odd expression, as if she didn't quite
understand what I'd said - or maybe it was more like she didn't WANT to
understand.
   "Look, we're going to do some shopping and have some fun, OK?"
   Kate just nodded, as if she was unsure of herself to speak.  I took her
by the hand and this time she didn't pull back.  It wasn't anything overt,
just two girlfriends holding hands but it was a step, albeit a small one,
in the right direction.
   As we stepped out into the general mall area, I turned to Kate and
smiled saying, "OK, first things first, you need some new clothes!  What do
you say we start from the inside and work our way out, OK?"
   At this point I think Kate was just overwhelmed.  It was hard to think
of her as being fourteen years older than me.  You would have thought SHE
would be the one to teach ME, not the other way around.  From the way she
flinched as we walked by, I think she was a bit surprised when we passed
the Victoria Secret store and headed for Macy's instead.
   "You seem surprised," I observed as we walked quickly down the aisle
towards the mall anchor store,
   "Well, I just assumed you did all your shopping at places like THAT,"
she replied, still a note of surprise in her voice.  There it was again,
that inadvertent little dig which was starting to get irritating!
   "Well, believe it or not, you can get some pretty nice things at regular
departments stores and pay half the price," I told her, "Besides, I know
the guy who works the lingerie department at Macy's...  we're pretty good
friends." Kate looked at me at that and I laughed at her paranoia. 
"Nooooo, not THAT kind of friend....you'll understand when you meet him."
   Entering the lingerie department, I spotted Frank and pulled Kate over
to him.  She probably would never have guess that this was the guy I was
talking about...  and for good reason.  Frank was in his fifties, very thin
and dressed, as always, immaculately.  One look and you just KNEW he had to
be gay - and you'd be right.
   "Frank, I want you to meet my good friend Kate, she needs some advice on
a few things and I told her who better than you to help her out!"
   Frank took Kate's hand and bowed slightly.  He introduced himself and
Kate sort of replied, but barely audible.  Frank looked at me with a "what
the hell is this all about" type of glance but we'd known each other for
years and I knew he trusted me enough that if Kate was a "friend" of mine
then she was OK.  Actually, my mom introduced me to Frank back when I was
getting my first bra.  He was someone I trusted totally, probably one of
the few men I could strip naked in front of and know with 100% certainty
that he wasn't imaging fucking me.
   "You know Kate, Frank once told me that 90% of the women he sees are not
wearing the right bra size, or at least don't have their bras adjusted
properly.  Isn't that so Frank?"
   Frank was giving Kate the once over and didn't even seem to have heard
me.  Kate shifted her weight from one foot to the other, clearly
uncomfortable with the situation.  Frank had one hand to his chin with the
other cupping his elbow, clearly lost in thought as he stared at Kate's
chest.  It was more like he was analyzing her than ogling her though. 
Frank was always a total professional in his work and I knew Kate was 100%
safe with him.  His mannerisms were a little hard to get use to as when
most men looked a5t you the way Frank did, it meant something entirely
different.
   "When was the last time your were fitted?" he asked her softly.  Kate
just shrugged and Frank shook his head and smiled at her.  "Well Kate, I
think I can help you.  Do you mind if we step back into a dressing room?"
   Kate looked at me as if checking to see if this was all on the up and
up. I just nodded and smiled, assuring her in my own way that everything
was just fine.  Her chest rose as she took a deep breath and followed Frank
into one of the back rooms.  Once inside, he pulled out a tape measure from
a drawer.  Then he pointed at her top and fluttered his finger at her.
   "Let's get to it...  I can't do anything with your clothes on you
know....  so let's get them off," he instructed her, as if it was just the
most natural thing for a woman to strip in front of him.  Kate hesitated
and I was sure she had to be wondering what in the world I'd gotten her
into.
   "Say Kate, would it help if I took my top off too?" I offered, trying to
make her more comfortable.  She quickly shook her head and said no, that it
was bad enough to undress for a strange man let alone be topless with
another girl at the same time!  With that, she unbuttoned her blouse.  I
helped take it off of her and then I hung it on a hook on the back of the
door.  That left her in her bra, a conservative Playtex style that my
grandmother probably would have preferred but nothing sexy whatsoever about
it.  As I was already behind her, I reached out and started to unhook her
bra clasps.  She started to pull away instinctively but then she stood her
ground and allowed me to unsnap it completely.  The shoulder straps fell to
the side and she held the bra against her boobs to keep it from falling to
the floor.
   "C'mon, put that old thing to the side and let's get going Kate," Frank
encouraged her.  Kate sighed audibly and let it fall from her boobs,
setting it on the bench seat to the side of her.  For the first time I saw
her naked, well topless at least.  Her boobs weren't as perky as I'm sure
they were years ago but they were still quite solid and held themselves up
pretty much on their own - suspiciously well in fact.  Frank picked on that
as well.
   "Nice...  Dr.  Wanchowski's work I assume?"
   Kate's eyes widened as if she had been goosed, "Uhhhhm how did
you.....?"
   Frank smiled and assured her, saying, "Hey, you see enough women as I do
and you start to recognize the workmanship.  The man's a genius and I see
you were no exception.
   Ahhhhhh, so Kate's boobs WERE fake!  I wouldn't have guessed it but then
I'd never seen her topless before either.  Considering how conservative she
was always dressed, the odds of anyone else seeing her "assets" bared were
pretty remote.  I had a sneaking suspicion that the boob job was something
her husband had demanded.  Most women that get their boobs done can't wait
to show them off to the world.  The fact Kate always well kept hers well
hidden was a pretty strong statement in and by itself.
   "Actually, I'm a bit surprised the good doctor never told you what size
you were," Frank commented, making conversation as he approached Kate with
the tape measure, "That's unusual.  You know, for full-figured women like
yourself, having the correct bra fitting is more than how you look, it's
essential to your health and comfort."
   He reached around her and measured her band size and then cup size.  He
seemed to be doing some calculations in his head and then measured her boob
again, as if he wasn't sure the first measurements he had taken were
correct.  It might have had something to do with her plastic surgery.  For
girls like me, with "average" boobs and "natural" shape, the standard
measurements usually came out pretty close but when a woman deliberately
modifies the shape of her breasts from what Mother Nature intended, Frank
told me in the past it can be a bitch to get the right size!  Usually he
would mutter something about "don't fool with Mother nature" but he was too
much of a gentlemen to make such a comment in front of Kate.
   Frank abruptly left the dressing room, leaving Kate blushing like a
little girl after kissing her first crush.  She held her hands over her
boobs, as if she was trying to hide herself from me.  I reached out and
gently pushed her hands down to her side.
   "You know Kate, you've got a GREAT figure and you shouldn't be
embarrassed to let others see it," I said, trying to reassure her.
   Kate tried to smile but it was obviously forced.  "I TOLD you Kelly, I'm
not THAT kind of girl," she whispered to me, as if afraid someone might
overhear us.
   Just then Frank returned and Kate quickly tried to cover herself again.
Frank had brought back several bras of different styles and colors with one
thing in common - they were all a heck of a lot more revealing than the
old-maid version she'd been wearing when she came in.  As much as she tried
to hide it, I couldn't help but notice a slight smile at the edge of her
lips as she looked at them.  One by one, Frank tried them on her.  My
favorite was the red one, It was so deeply cut that it barely concealed her
nipples and it lifted her just slightly, enough to emphasize her cleavage
without having that fake "Wonderbra" look where your boobs are all squeezed
into the middle of your chest.  I convinced her to leave it on and I think
she liked it, even if she tried to act as thought it was too revealing for
her.
   Frank seemed to like it as well, adjusting the straps for the best
possible fit.  Then he motioned at her pants saying, "Now for the rest. 
I'll be back in a moment...  be ready."
   He turned and left without a word, leaving Kate a bit confused.  "He
didn't mean I should...." her voice trailed off as she digested what he'd
said.
   "Well, unless you like to try on panties over your pants, then I guess
so," I said with a grin.  She was so funny in the desperate look she had.
"Just take your pants off for now and leave your panties on.  I'm sure that
will be OK for now."
   That didn't seem too bad for her so she unzipped the side of her pants
and dropped them to the floor, stepping out of them and then hanging them
up on another hook.  It was the first time I'd had a good look at her ass
and legs and again I had to say she kept herself up pretty well for a woman
who wasn't getting any for over a year!  Her butt wasn't quite as firm as
it most likely was ten years ago but it was still tight, at least as best I
could tell with her white cotton granny panties.  There was such a contrast
between the new bra and panties, the new versus the old.  We didn't have
time to say anything as Frank was back quickly with several items in his
hands which he set down on a chair next to the door.
   Frank selected a pair of high cut black lace panties and held them out
for Kate to see.  Her mouth dropped open just a but as she most likely had
never imagined wearing anything like that.  Frank huffed a little as he
waited rather impatiently for her to undress and try them on but Kate
didn't seem to be getting the message.
   "Ummmm, Kate, don't you want to try them on?" I gently nudged her.
   "Now?" she questioned me, "In front of the two of you?" I just nodded
and smiled, trying to appear as encouraging and non-threatening as
possible.
   Kate turned away slightly and slowly dropped her panties, leaving her
bottomless and giving me a great view of her bare ass.  Even better without
the panties!  I would have loved to have spanked her playfully but I
doubted she would have known what to do if I had, probably scared her more
than anything.  Slowly she turned around, one hand over her pussy as if
trying to hide it but being only marginally successful.  She appeared to
have trimmed it slightly, at least enough to keep it presentable when
wearing a conservative swimsuit, but other than that, it was long and
bushy. It reminded me of how my mom use to keep her pussy trimmed and my
Aunt Linda wore hers the same as well.  Must be a generational thing, I
guess.  Kate reached out and took the panties, finally removing her hand
from her crotch so she could pull the new ones on.
   "Wow, I know I said it before but dang it Kate.  you really have a great
figure!" I said, trying to get her over her shyness.  If anything, it
seemed to have the opposite effect, making her all the more shy.
   "Oh my, these don't hide much, do they?" Kate said in a hushed tone as
she looked in the mirror.  From her body language, I wasn't sure if it was
the way her bush spilled out from the narrow crotch of the panties or how
revealing her ass was - probably a bit of both.
   "All you have to do it trim a little more and it won't stick out like
that," I told her, pointing to her crotch while resisting the temptation to
reach out and touch it.  I lifted my skirt to reveal my own thong.  "See,
if you shave it like mine then it doesn't show at all."
   Kate stared at my crotch for a moment before she seemed to realize what
she was doing and again, her face regained the flushness that had been
slowly disappearing until now.
   Kate tried on several more pair, seeming to become a little less
self-conscious of being bottomless between pairs.  In the end, I liked the
first pair she tried on the most.  There were some that were more revealing
but as firm as she was for her age, she was still almost 40 and gravity can
be cruel.  I had her put those back on and then look in the mirror. 
Between the slutty red bra and high cut panties, she looked totally
different than when we had first stepped in.  Even Frank, who had been
keeping relatively quiet throughout, murmured his approval.
   "So what do you say Kate, I think this is the best ensemble, don't you?"
I asked.  She nodded and I gave Frank a wink.  Frank gathered up the other
pieces and said he would meet us at register when we were ready, leaving
Kate and me alone.
   "I don't know Kelly...  I mean these are soooooo, well slutty," she
debated, more with herself I think than me.
   "Oh no!  I think they look great and you're going to get them, ok?" I
said, deciding a little push was needed and she seemed to finally agree. 
She started to take them off but I put my hand on her shoulder to stop her.
   "Hey, leave them on, we have more shopping to do and you want to make
sure everything goes together, right?"
   Kate looked at me, again with that semi-disbelieving look as if she
wasn't sure if I was serious or pulling her leg.  I handed her the blouse
and she didn't protest further.  As she buttoned it up I again reached out
and stopped her about half-way up.
   "What's the point in wearing a sexy bra if nobody sees it?" I teased her
gently.  By now she was not fighting me anymore and instead she put on her
pants.  As she slid them up over her butt I thought to myself that they had
to go, and soon!
   We paid for the two pieces and I gave a Frank a hug and a peck on the
cheek for his help.  "See ya later," I promised him as we left the store.
   From there we must have visited half the women's clothing stores in the
mall - or more like all of them if you listened to her description later.
Even though I knew I was drawing the attention of a number of guys of all
ages, for once I ignored them for the most part as I was more interested in
what I was doing with Kate.  It was fun for me, watching her eyes widen as
I showed her various outfits that were most likely more revealing than
anything she'd ever worn in her life.  At the same time, she WAS 38 so it's
not like I wanted her to look like some mother trying to imitate her 12
year-old daughter at a Hanna Montana concert.
   At one store, just for fun I snagged a REALLY short skirt, just to get
her reaction.  When I brought it back to the dressing room, she took one
look at it and shook her head.
   "OH no, now THAT'S going too far girl...  no WAY am I wearing that!" she
protested.
   I assured her it was just for fun and nobody would see her but me so why
not do it just to try it on once?  She sighed and took it from me,
reluctantly drawing it up her legs and over her butt.  It was REALLY short,
barely more than enough to cover her butt - assuming she was standing up.
Even I would have had to think twice before wearing such a skirt in public
and then only somewhere sleazy where I could get away with looking like a
slut without being arrested for indecent exposure!
   "You know....," I said slowly, my hand to my chin as I thought about it
some more, "I bet this might get the attention of someone back home."
   "Oh god no, Bruce would think I'd lost my mind if I wore something like
this!" she said, shaking her head quickly.
   "Well, how will you know if you never try?" I argued.
   I could tell that it was a little more than she was ready to handle yet
so I went out and found one that was actually quite similar to my own,
perhaps a little longer.  This time she didn't seem to mind it as much and
she even started loosening up a little, pretending to pose for me in it
like she was teasing me.  My pussy twinged a bit and I wondered if she knew
how seeing her acting more suggestive was REALLY impacting me!  Had it been
my cousin, no doubt I would have started playing with myself at this point
but I didn't think Kate was quite THAT loose yet!
   It took all afternoon but finally the two of us were strutting our stuff
around the mall.  No longer did we look like a younger slut out with her
mousey mother.  Indeed, Kate looked like she was ten years younger with
fresh makeup, the short skirt and a new blouse that was just transparent
enough to allow her new bra to be visible through it.  Her loafers had been
replaced by some heels which while not nearly as high as mine, making her
almost three inches higher than she'd been when she walked in the mall.
   "Hey, did you see those boys looking at us?" I whispered to her.  She
giggled a little - a couple of glasses of wine during the course of the
afternoon were finally helping out a bit.
   "Oh my god, they must be in high school," she said in a conspiratorial
voice, "I feel like I'm robbing the cradle."
   "Why don't we give them something to REALLY look at?" I suggested.  She
paused and looked at me, obviously wondering what I meant by that.  "C'mon,
let's sit down on that bench over there."
   Kate followed me but she was talking the whole way over.  "SIT?  In
PUBLIC wearing THIS skirt?" she asked rhetorically, "No way!"
   "Oh come on Kate, that's the fun of dressing like this, to tease and
show off!"
   "Yeah....  Easy for YOU to say," she came back, "Let's face it, I don't
look like you."
   We reached the bench and I turned to her and looked her in the eyes. 
"Kate, you look GREAT.  Who do you think they were looking at the most back
there?  There's plenty of slutty girls like me around but you're a definite
MILF!"
   "MILF?" Kate questioned me, evidently not familiar with the phrase.
   "Mother I'd Like to ....," I said, not finishing it off but she got the
idea and her eyes widened like saucers.  "Now sit down slowly and don't
look at them, pretend they're not even there."
   I could feel my skirt riding up on me as I sat and Kate must have had
the same sensation as she reached down to hold it down.
   "Just let it go," I admonished her gently, "Pretend you don't even
realize that it's doing that.  Let them think you don't know they can see
your crotch."
   With that she tugged even more and I gently took her hand and pulled it
away as discretely as I could.
   "You've got panties on so don't worry...  it gets more fun when you
don't."
   "You mean you....." she started to ask me as the reality of what I was
implying struck her.
   "Sure, and so will you someday."
   Kate started to protest but then she couldn't help but look across the
way to where several teenage boys were just staring at us, seemingly
oblivious to the fact that we could see them looking.  I slowly crossed and
the recrossed my legs, making sure they got a good eyeful each time.  Kate
kept her still but with the skirt riding up so high, it barely covered her
but and showed off almost her entire upper thigh.
   "Now imagine how they'll be jerking off tonight when they get home... 
thinking about YOU Kate...  about fucking you...  isn't that just so cool?"
   Before she could answer, a couple of older women shopping together
passed by the boys and seeing them staring and pointing, they looked to see
what the commotion was about.  It was all I cold do to keep from bursting
out in laughter when I saw their mouths drop open when they saw us.  You
didn't have to be a master lip reader to know what they were calling us!
   "Oh God Kelly, we have to go...  this is SO embarrassing!  What if
someone I know sees me like this?
   I could see she was getting pretty stressed out and to be honest, she'd
come a LOT further along than I had dared hope for when I started the day
off.  We got up, her being more careful about her skirt than me but still I
was willing to bet most of the mall saw what type of panties she as
wearing. Regretfully, it was time to call it a day as Kate wanted to be
back home before her husband returned from work.  In the parking lot, we
prepared to go to our cars and suddenly she reached out and hugged me.
   "Oh Kelly, I had such a good time today...  really I did," she said. 
For a moment, I thought she was going to cry.
   "Well, be sure to let me know what Bruce thinks of your new outfit," I
said, enjoying the feeling of her tight against me.  She sighed and I could
see the nervousness back in her face again.
   "I'll try to get the courage up..  that's all I can promise," she said,
rolling her eyes and grinning at me.
   That night as I laid in bed and masturbated, I wondered what Kate would
say if she knew those teenage boys at the mall weren't the only ones
getting off thinking about her tonight!  I'd shown a tremendous amount of
willpower today and I guess I was a little proud of myself.  Either that or
I was incredibly stupid!
   Chapter 4 - Kate's First Masturbation Lesson
===========================================
   It was almost three weeks before I heard anything again from Kate. 
There were a number of times when I was tempted to call her and find out
how she was doing but I forced myself to set the phone aside and be
patient. Maybe she was more freaked out by the day at the mall than I had
thought.  As innocent as that day had been, at least from my perspective, I
knew it had most likely blindsided her out a bit - or maybe even a lot.  It
was killing me not knowing how had things gone with her husband.  Did she
have the nerve to show it to him?  Did he like it?  Did it "motivate" him
as we had hoped?
   It was almost got to the point where I was afraid she had chickened out
or something else had happened to stop her from carrying on any further
with me.  Then one morning my phone rang and my heart jumped as I saw who
it was that was calling me - Kate!
   "Hi Kelly, sorry I haven't gotten back to you sooner but with holidays
and all...  well, you know how it is," she apologized.
   Trying not to sound as anxious as I was feeling, I assured it that
everything was fine and for a few minutes we discussed our Christmas gifts
and what we did for New year's Eve, that sort of trivia.  Finally, just as
I was starting to wonder if we would ever get to the point, she asked me if
I could stop over for some coffee and lunch, that she wanted to talk to me
about some "things".  This wasn't the time to tell her about my passionate
dislike for coffee so I simply agreed to come over in a little while.
   After hanging up, I had to wonder what Kate had in mind.  Did this have
anything to do with her original phone call and request to me?  Maybe it
was nothing beyond some more clothing advice.  She hadn't mentioned a word
about her husband - was that a good sign or bad?  I threw on some
comfortable jeans and a t-shirt, nothing sexy or special, and drove over to
her place, arriving a few minutes after the noon hour.  Kate must have been
watching for me because she greeted me at the door as I approached up the
walkway.  Once I stepped in, she closed the door behind me, talking my coat
and hanging it up in the hallway closet.  I noticed she was dressed in
jeans as well, but with a nice shirt on that she had left hanging out.  It
gave her an authentic "mom at home" look.
   "Sorry, I didn't ask if you liked coffee," she said, leading me into the
kitchen.  I apologized as well, telling her I never drank it but a diet
soft drink or even just water was fine with me.  Fortunately, she had a
couple cans of Diet Coke in the refrigerator which was perfect for me and
we sat at the kitchen table while she mixed up some cream and sugar with
her coffee.
   "Well, so how did things go when you got home after our shopping trip?"
I finally had to ask after we spent the first ten minutes or so talking
about TV reality shows and local gossip.  Kate's smile suddenly changed to
a frown and I worried that I may have asked the wrong question.
   "Oh Kelly, I DID try....  I really did!" she said, her eyes starting to
tear up.  "Bruce was surprised...  to say the least, maybe more like
shocked but still I think he liked it on me.  Then he asked me whatever
possessed me to buy such an outfit and when I tried to tell him what
happened he turned away and acted like he didn't want to know.  Then he got
mad at me for `wasting' so much money and even accused me of unfairly
taunting him when I knew there was nothing he could do to respond
properly."
   Naturally I was more than a little surprised to hear all this.  Sheesh,
what a jerk!  Here his wife tries to do her best to seduce him and all he
does is lay a guilt trip on her for HIS malfunctioning dick - IF it was
malfunctioning in the first place.
   Kate continued, reaching for a Kleenex on the kitchen counter, "So
needless to say, we didn't do anything.  God Kelly, I guess I can say this
to you...  I was SO damn horny.  I felt like going out on the deck and just
screaming, the frustration was THAT big in me.  It was so much fun and I
came home feeling soooooo good after being out with you and then WHAM, it
was all over, just like that."
   Kate sat there quietly, not saying another word and the room was deathly
quiet for a few minutes, so quiet I could hear the fizzle of my Diet Coke.
All I could think about was what I should say next - and maybe what NOT to
say.  Then I recalled why she had gotten in touch with me in the first
place and how maybe it was even more important now than ever for her to
find the proper outlet for her sexual frustrations.  Reaching over the
table, I took her hands in mine and our eyes met as the silence continued.
It was like she was silently pleading with me, her eyes imploring me to
help her, to take that first step that she knew she never could - but
wanted to do so badly.
   "Kate, do you still want me to help you masturbate?" I finally said
softly, figuring it was better to just get straight to the point and not
fool around with silly euphemisms.
   "I guess so," she replied, so softly that even in the awkward silence I
could barely make it out.
   "What do you say we go to your bedroom, OK?"
   She bit her lower lip, almost like it was back in her teenage days and
it was the first time she was considering going to her bedroom with a boy -
or wherever it was that she had her first sexual experience.  Finally she
just nodded silently and led me up the stairs into the master bedroom.  It
was nothing TOO fancy but at the same time, just right for someone like
her. A queen sized bed with cherry furniture that looked pretty well made.
There was a door that looked to lead to a master bathroom and I could just
make out the entrance to a large walking closet at the back of it.  At
first we just stood there, maybe a foot or so apart, our arms to our sides,
each waiting for the other to make a move.
   It didn't take the genius of a rocket scientist to realize that Kate was
never going to initiate anything.  As for me, this was all new territory as
well.  I'd never been in such a position with a woman older than me, for
that matter not with one younger than me either!  Really, where do you
start I a situation that's practically like having to teach you mother to
pleasure herself?
   "SO have you ever seen anyone masturbate?" I asked her, trying to break
the ice.
   "Well, I told you before that I've seen my husband doing it," she
answered.  "I thought it was disgusting."
   OK, so I worded THAT question wrong.  "I meant...  have you ever seen a
WOMAN masturbating?"
   "Oh noooooo, never," she said softly.  "I remember back in my youth camp
days some of the sluttier girls would put their hands in their panties at
night but it's not like I really WATCHED them or anything like that."
   I smiled at the way she referred to them as "the sluttier girls".  No
doubt that description would have fit me had we gone to camp together!
   "Well then Kate, do you think it would help if maybe you watched me do
it first?" I offered tentatively, still not really sure how to play my
hand.
   "Oh I don't know...I'm not sure I could watch that," she said,
retreating just a bit at just the suggestion of seeing another girl having
sex with herself.
   Nonplussed at her initial rejection, I patted the edge of the bed
towards the foot.  "So why don't you just sit here and don't say another
word...  just watch me.  Remember - not a word."
   Kate started to say something but I knew it would just be more reasons
for NOT watching me so I shushed her and patted the bed again.  This time
she listened to me and took her seat.  In the back of my mind I was a bag
of mixed emotions.  As much as I LOVE to masturbate and as much as I LOVE
to have someone watch me, this was completely different from turning on a
boy in the front seat of his car.  It was a bit frustrating because I don't
think Kate saw me in any sort of sexual way, at least not in terms of being
turned on by me.  If she was so straight, how would she react to me doing
anything in front of her?  Heck, for THAT matter, how would I react to
someone with her attitude watching me?
   Well, there was only one way to find out.  What the heck, what was the
worst that could happen?  So I took a deep breath and undressed in front of
her.  When I started, my intent was only to lower my jeans enough to rub
myself but then I suddenly changed my mind and decided to go for it all -
be totally nude.  From the way Kate was looking at me, I suspected she had
also expected a more minimalist approach and when she realized that I was
stripping down all the way, her eyes widened and I thought I could see some
redness on her cheeks.  It was then I realized that she had not seen me
undress during our day at the mall and so she hadn't seen me nude since the
party which was now a couple of months in the past.  Even then, I hadn't
technically been nude but given what I was wearing at times there wasn't
much difference.  Also, when I model at parties I try not to make it overly
sensual, at least not in the way I would've had I been trying to turn on a
partner.
   When I was naked I got up on the bed and arranged the pillows so I could
lay back against them and be propped up enough to see what I was doing.  At
first I just laid back with my legs outstretched in front of me, my bare
feet just a little bit away from where she was sitting.  The room wasn't
what I would call cold but then it wasn't exactly hot either and I could
feel a few goose bumps rising on my legs and arms.  My nipples were already
at attention and I hadn't even touched them yet!
   "Are you cold?" Kate asked, a note of concern in her voice, "I can turn
up the thermostat if it would help.  Bruce keeps the house so damn chilly
all the time."
   I assured her that I was just fine and besides, I was expecting things
to heat up nicely on their own in a few minutes anyway!  There was no sense
in delaying any further so I started to talk to her, to explain what I was
doing.
   "I guess every woman does it a little different," I started off, "Some
like to use toys, others just their fingers....  Me...I'm a finger girl all
the way.  I think that toys are something you can try after you've mastered
using your fingers."
   As she watched I pulled my legs back until my feet were flat on the
bedspread with my knees together.  Then I slowly spread my legs apart,
keeping my knees straight up which effectively parted my thighs, giving
Kate an unobstructed view of my freshly shaved crotch.  Seeing her looking
at me made me feel excited yet strangely nervous.  After all, as much as I
loved to have someone watch me masturbate and as many times as I've done so
in the past, especially as a high school teen on dates, usually it was as
much watching the other person getting turned on by seeing me masturbate as
much as it was what I was doing to myself that got me going.  In this case,
while I was hoping Kate would get at least a little bit turned on by me, it
was almost clinical rather than being erotic.  Sort of like those sex-ed
videos they showed us in grade school where someone took extraordinary
effort to make sex as unexciting as possible.  My hands cupped my boobs,
hefting them a bit and then I started to gently massage them.
   "Usually I like to start out just touching myself - you know, massaging
my boobs, feeling myself all over," I explained softly as my fingers pulled
gently on my stiff nipples, then letting them snap back in place before I
put my fingers around them again as my hands covered my breasts.  I've
always enjoyed playing with my boobs, even when they were barely bumps on
my chest.  As I went through puberty, there would be those days when they
would hurt as they grew (slowly I might add) and I learned that by playing
with them, it helped them to feel much better.
   As I touched myself I remembered how I use to wish I could lick and suck
on my nipples the way my best friend Beth could when she was getting
herself off with me.  Unfortunately, I was years behind her before I could
finally do that to myself.  Now I bent my head down and pulled my breast to
my mouth, taking my hardened nipple in my mouth and feeling it's stiff yet
soft feel on my tongue.  God it felt so good!  My eyes looked up at Kate as
I suckled my own breast and I felt a twinge between my legs at the sight of
her staring at me, not moving or doing anything but at the same time unable
to take her eyes off of me.
   Sighing softly, I released my nipples and leaned back, allowing my hands
to roam all over me, feeling the light touch of my fingertips as they
traced lightly over my sensitive skin as they traveled down from my chest,
over my smooth belly, and then down along the tops of my bare thighs, only
to return along the same path to my breasts.  The goose bumps raised even
more and this time I couldn't blame the thermostat setting!  Each trip my
fingers would dip just a little bit further between my thighs until finally
I was drawing an imaginary line just at the outskirts of my shaved pussy
slit, coming as close as possible without actually quite touching myself
there.
   "You don't have to rush into anything," I explained to her gently,
trying to remember that this wasn't just for my own pleasure and I needed
to explain things to her, "Just relax....  enjoy the feeling of your body,
admire the softness of your skin, concentrate on how it feels to touch
yourself - as only YOU know how you want to be touched."
   Kate was still sitting motionless, like a rabbit caught in the middle of
the yard, almost quivering as she watched everything closely but remaining
still, as if hoping not to be noticed.
   "Why don't you get undressed Kate?" I asked her, trying not to sound too
demanding but yet hoping to push her along just a little bit.  At first she
seemed scared but then I think the events of the day at the mall had their
effect on her and she wasn't quite as shy about revealing herself to me as
she would have been when we first met.
   "God, I can't believe I'm doing this," I heard her muttering to herself
as she took off her clothes, hanging each piece carefully on the back of a
chair as she tried to keep her eyes on me, as if by watching me she could
somehow ignore what she was doing herself.  Finally she was naked and she
sat down with her legs crossed and her hands clasped tightly in her lap,
not quite covering her boobs with her arms but rather pressing them
together which had the effect of lifting them and making them even more
impressive.  I was sure that wasn't her intent but no matter, it was the
results that counted!
   "Just touch yourself doing to yourself what I'm doing to myself," I
encouraged her, "Just allow yourself to enjoy it the thought of it...  try
to imagine it's someone else fondling you, but they're doing it just the
way you've always wanted to be touched."
   Kate kept her legs crossed but she did put her hands on her leg, then I
felt my heart skip as she actually started to work her way upward onto her
stomach and sides.  She skipped her boobs and went to her face and neck,
running her hands through her hair with her eyes closed.
   "Don't close your eyes....  I want you to watch me while you touch
yourself Kate," I told her, "Concentrate on me while you let your hands do
what comes natural to them."
   My legs were spread wide apart and the next time my hand went between my
legs I cupped my crotch, feeling the pressure of my palm against my clit as
I rubbed it slowly.  My middle finger worked its way between my pussy lips,
the fingertip pressing into my pussy hole, drawing out the wetness and then
running it up along me to wet and lubricate myself more.
   "See what's happening?  I'm soooooo wet doing this for you Kate....  I
love it when you watch me," I purred as my wet finger started to run little
circles around my sensitized clit.  Then I applied more pressure and forced
my finger inside of me, feeling the tightness of my warm pussy contracting
around it.  Slowly I began to stroke my finger in and out of my pussy while
my other hand continue to fondle my breast.  God it felt so damn good and
it was even better seeing Kate's eyes fixated on my crotch, as if she'd
never seen such a thing before.  Well, I guess she hadn't!  She had claimed
to have never masturbated or been with a girl who did, so this WAS the
first time she'd seen a girl touching herself.
   "Some girls don't put their fingers inside of themselves but I love it
Kate.....  I imagine I'm being fucked," I explained as I stroked my
imaginary cock in and out of me, my finger pushing in as far as it could
and then withdrawing until just the tip remained inside of me.
   Kate was still keeping her hands in neutral territory, mostly in her
hair and neck while at times she would touch her legs and stomach, but she
had yet to do anything with her boobs, let alone anything deeper between
her legs.  "Go on...  touch your breasts Kate, they're so beautiful.... 
touch them for me," I said, hoping all she needed by now was a just a
little nudge.
   Again, she kept her eyes focused entirely on me, mostly at my crotch but
there were a few times our eyes would meet but she would quickly turn away
when that happened.  Finally she slowly lowered her hands until they were
resting on her boobs.  She didn't move them or do anything, just had them
cupping her breasts but staying motionless.  I didn't want to push her too
hard so I just continued with my own ministrations.
   "I want you to imagine you're my mirror Kate," I suggested, trying to
keep focused on her while at the same time my pussy was screaming for more
attention.  What I would have given for her to walk over and plant her head
between my legs but I knew that was a long ways from happening - if ever.
"Don't think about anything but doing exactly what I do...  ok?"
   I put my hands on my breasts again, in the same way she had hers so that
we were starting out in an equal position.  One difference, though, was my
hand had been playing with my pussy and I could smell the fragrant odor
from the wetness covering my fingers.  I would have loved to have licked it
off my fingers but that was for later - hopefully at least.
   To get the ball rolling, I simply repeated what I had done earlier for
her, running my hands and fingertips over myself.  She hesitated at first
but then she joined in.  It took a while but slowly I led her until our
hands were once again poised at our respective crotches.  I held my breath
as I proceeded, wondering if she was turned on enough, if she was horny
enough, to keep following along with me.  This time when I cupped my
crotch, I was thinking more about Kate than myself.  We each were looking
intently at the other's hands so our eyes didn't meet but I could have
sworn still that there was a glimmer of lust in hers.  Not enough yet for
my satisfaction, but it was a start at least.
   "Don't be afraid, just let your hands do what comes natural for them," I
whispered softly to her as I started once again to play with myself.  "Deep
down you know what you want."
   Seeing her hesitate and then awkwardly touching herself, I actually
believed (perhaps for the first time) that she really hadn't masturbated or
touched herself before.  Frankly, I'd had a hard time up until now
believing that even just simple curiosity hadn't ever driven her to at
least explore herself once, or to hold a mirror down between her legs and
see what was going on down there for herself.  God, how could anyway live
to be her age and not have touched herself even once?  Even when doing
something as basic as washing herself or using a tampon or douching, she
should have at least felt SOMETHING at one time or another that would have
made her want to check it out a little more, at least you would think.
   "That's it Kate, now pay special attention to your clit....  feels good,
doesn't it?" I told her, doing the same to myself.  It was getting to where
I was getting as turned on watching her as I was doing myself while she
watched me.  "Tell me how it makes you feel Kate.  Talk to me."
   "I don't know what to say...," she said, a tone of embarrassment in her
voice, "I guess it just feels good."
   "Oh I'm sure it does," I responded with a hint of a giggle, "Just wait
until it REALLY gets going and then you won't be guessing anymore!"
   Kate had both hands down in her crotch now, starting to do things on her
own instead of simply mimicking me.  She had one hand pressing at the top
of her pubic hairline, putting pressure against her smooth bare skin but
not actually touching her pussy or doing anything more sexual.  Then I
couldn't help but smile as her right hand started rubbing her clit faster
although she stayed outside her pussy, at least for now, but I wasn't going
to push that issue.  I know some girls who masturbate a LOT but yet never
penetrate their pussies with their own fingers so I guess it's just a
desire that some people have in their DNA - or don't.
   "Now close your eyes Kate, don't watch me....  just concentrate
completely on how you're making yourself feel now." I instructed her,
albeit reluctantly.  Face it, I enjoyed having her watch me but this was
more about her than me.  If she was to really get into masturbation, it had
to be all about HER.
   This time there was no hesitation, her eyes closed and she leaned back
in the chair as she massaged her own pussy, working to pleasure herself for
the first time in her life.  It gave me sort of a thrill to watch, almost
as if she was giving up her virginity right in front of me.
   "Oh wow!" she sighed, almost as if it escaped fro her more so than she
was trying to tell me anything.  I could see her chest rising and falling
as her breath quickened and her eyes squeezed tightly shut.  It was
tempting to ask her to get in bed with me where she could really let loose
- and be next to me as an added bonus, but I didn't want to break the mood.
The last thing I wanted to do was distract her and allow her to start to
think about what it was she was actually doing.
   As for me, I was barely masturbating myself now, more of an
absent-minded, sort of like I do when I'm watching something sexy on TV or
daydreaming while driving.  It was fascinating to watch Kate doing what I
knew was instinctive to all women (and men I guess too).  For her to
suppress her own desires and natural feelings all these years had to be
extremely stressful - more so than I would have bet she ever understood. 
Maybe that was even a little bit behind her marriage sex issues.  Being too
hung up to even masturbate surely must have had SOME impact on how she
approached sex with her husband.  Like, how can you totally give yourself
to someone else if you can't even be open and honest with yourself?
   "Oh my!" she groaned, a little louder this time as her hand was moving
even faster on her pussy now.  She still wouldn't put a finger inside of
herself but I wasn't going to mention it again, at least not in the current
environment.  After all, I didn't put my finger in me either when I started
to masturbate but then I was only eleven years old!
   Watching this beautiful sight in front of me, I wanted so bad to
encourage her, to even sort of cheerlead for her but I was fearful that if
I said or did anything that it would distract her and maybe even cause her
to question what she was doing.  Kate seemed to be deep in her own world
now, no longer looking at me but keeping her eyes closed tightly and doing
herself without any further hesitation.  She was breathing hard, short
gasps of air and I wondered if she would cum.  Now that I thought of it,
had she ever even HAD an orgasm before?  Somehow I doubted she had so now
the question became, would she do it by masturbating?
   "Oh...  my....  god!" she suddenly exclaimed, pulling her hand away and
gripping the arms of her chair, her eyes wide open now and her face flushed
red.  "I can't do it anymore...  it's too much for me....  I have to stop."
   It took every bit of willpower for me not to rush over to her and push
her to finish herself off - maybe even help her do it, but I knew for her
first time she'd actually down quite well - even more than I'd probably
hoped deep down that she would have.  As she caught her breath, it was like
her mind began to focus once again on her surroundings...  and what she had
done.
   "Oh Kelly, I can't believe I just did that...  it was crazy," she
gasped, looking more bewildered than anything more at the moment.  "I'm
sorry, I HAD to stop...  I felt like I was about to explode!  I almost lost
control of myself!"
   At that I smiled at her and finally had to say SOMETHING.  "Well,
someday you need to let yourself explode - that's the best part you know."
   "You mean orgasm?" she asked, looking at me curiously, "I've never had
one of those, at least not the way I see women doing it on TV or in the
movies.  But a lot of women never orgasm and they still have good sex,
right?"
   "Don't worry, that's what's so wonderful about masturbation," I assured
her, not wanting to get into a discussion about sex without orgasms, "It's
all about YOU.  You can do, or not do, anything you want...  it's only what
YOU want and how YOU want to do it so if you're happy, that's what counts."
   We looked at each other and I felt like if we'd been closer we might
have finally hugged but she wasn't making any move in that direction. 
Pressing my naked body against hers after what we'd just shared would
likely have been a bit too much for Kate, at least this time around. 
Hopefully there would be further "lessons", and maybe some more
"personalized" instruction!
   As it was, we both simply got dressed and then retreated to her kitchen
where she had some more coffee.  She had this shy quality about her, like
she wanted to avoid discussing what we had just done and I respected her
desires.  That night I laid in bed and had one of the most incredible
masturbation sessions as I dreamed of sex with Kate, of making her cum as I
licked her pussy and felt the warmth of her pussy with my fingers.
   All I can is that I've always wanted to be a teacher but I never would
have guessed how erotic the subject material could be - not to mention the
student!
   Chapter 5 - Modeling Together ============================
   Several weeks had passed since our first masturbation "lesson".  Since
then Kate and I had several more "follow-up lessons" where she gradually
began to relax more and become less inhibited.  Now when I came over she
would greet me at the door in a short terry robe, naked underneath, ready
and raring to go.  Still, it wasn't until after our fourth time that she
finally found the courage to do it on her own without me being there to
encourage her.  She actually called me on the phone afterwards, giggling
like a teenage girl calling her BFF after a first date with her new crush!
I have to say, I was playing with myself as she told me all the details
over the phone!
   So far as I knew, she still hadn't allowed herself to orgasm, though.  I
say "allowed herself" because it was clear to me that Kate was more than
capable of achieving orgasm.  In fact I got the impression that Kate was
much more of a sexual creature than she realized and that she could've
brought herself to one faster than most women, but she kept holding herself
back.  Even though Kate was becoming more accepting of her own body and its
needs, she still had this deep fear of losing control.  It was like she was
afraid that if she let herself just go and have an orgasm, that she might
do something.  What that "something" was, she couldn't articulate and most
likely didn't even understand it herself.  Yet whatever it was, it was
enough to hold her back from realizing her full potential.  Sooner or later
I was sure she would do it, it was just a matter of time.  It was too bad
she was so tuned off by contact with another woman as I was sure that if
she allowed me, I could have brought her to the mountain peak before she
knew what hit her!  Once she did it, I knew she would realize how wonderful
it was but until then, she still seemed to be satisfied with the new
pleasures she was giving herself.
   "So tell me Kate, what do you like to think about when you masturbate
alone?" I asked Kate one afternoon after we had just finished another
"lesson" in her bedroom.  We were laying in bed naked next to each other,
not quite touching but still only inches apart.  I could smell her scent,
the pungent odor of her wet pussy just as I was sure she could smell mine.
   Kate's faced flushed even deeper red than it already was having just
finished masturbating.  Her eyes rolled and she groaned as if I was asking
her something a little too personal but I just waited patiently and
eventually she answered.
   "To be honest...  having sex with my husband," she confessed, "I know
that doesn't sound naughty but I really do love him and I just wish it
could be the way it use to be when we were younger.  I really miss having
him inside of me." She hesitated and then grinned at me, "Now before you
say anything Kelly...  I LOVE what we do together and I sort of like
watching you now but still, mostly what I think about is Bruce making love
to me."
   "Mostly?" I teased her, trying to get her to open up.  This time she
really did redden up and I knew there was something she didn't want to tell
me.  "C'mon, you can tell me.  Sheesh, of all people I would think you
could tell ME about your fantasies."
   Kate was blushing like her bikini top had come undone at the beach.  She
started to say something, then hesitated, and then finally confessed.
   "Well...  you remember the party where we met - the lingerie party?"
   Of course I did, as if that was something I would forget about.  While
it hadn't been one of my wilder parties, not by a long shot, it was one of
the few where anything came out of it afterwards and the only one to lead
to a personal relationship such as the one I had with Kate.  Usually I
would get referred to someone looking for a stripper for a bachelor party
or something like that, not to teach them to masturbate!  So anyway, I just
nodded and waited for Kate to continue.
   "I've just wondered...," and she paused again, looking down at the floor
as if she was confessing to a murder or something, "I've just wondered what
it's like to be a model at a party like that."
   Wow, that wasn't what I'd been expecting but it was certainly something
I could run with it.  "You'd be great at it Kate, in fact it might be good
for ladies to see what things look like on someone more their own age."
   "You mean someone more flabby and fat," she said soberly, frowning as
her eyes stayed fixed on something that seemed to be fascinating on the
floor below her.
   "Oh no!  That's not what I meant at all!" I said, trying to recover from
my inadvertent negative comment, "I mean you would be proof that they can
look hot and sexy too."
   "Crap, it doesn't matter anyway...  not like THAT would ever happen!"
she finally huffed and then tried to change the subject saying, "You know,
I've been doing it almost every day now."
   "Masturbating?"
   "Yes...  Bruce almost caught me the other night.  I thought he was
asleep and I started to do it in bed.  God, I about died when he asked me
what I was doing."
   I grinned at her, seeing her eyes sparkle as she related her experience.
"So what did you tell him?"
   "Oh I just told him it was nothing, that I was just trying to get
comfortable.  He just didn't know HOW comfortable I was getting myself!"
   "So did that get you even hotter...  knowing that your husband almost
caught you doing yourself right next to him?"
   "Oh my god Kelly, I was soaking wet!  I felt like I was being SOOOO
naughty!  What I REALLY wanted was for him to make love to me, though, but
this was different somehow."
   From there I pressed her to tell me everything that had happened, from
start to finish, is as much detail as possible.  As she did, I started to
touch myself and I noted that her hand was planted firmly on her own pussy
as well.  Kate's eyes closed as she related how horny she'd been, how it
felt to have her fingers inside of her right next to her husband in bed,
doing herself while he slept beside her.  God it made ME horny as hell just
listening to her!  When I came, I hoped she would too but just as she was
about to go over the edge, I caught her holding back again, as if she just
couldn't let herself go that last little bit.
   On the way home, I called the lady who ran the parties that I modeled
for.  I explained to Sharon the situation with Kate...  well maybe not ALL
the details but enough to get the idea across about what Kate wanting to
do. Sharon wasn't exactly thrilled with the idea at first.  Having me model
for her was a major step as it was (I gathered most distributors did not
have models) and I think she was worried about crossing the line between
her parties being a fun time with the girls to something more sordid.  The
more we talked about it, the more she warmed up to the concept.  I
explained that it would have to be party somewhere out of the immediate
area as Kate had been adamant with me about her biggest fear being that
someone she knew would be there.  Sharon said she would think about it and
I didn't push the matter any further.
   It was about a week later that I got a call from Sharon and as it turned
out, she had considered the idea some more and agreed that it would be
worth trying - so long as Kate went through with it and didn't get all
skittish or anything during the show to embarrass her.  I assured her that
I would make sure Kate was prepared and besides, it would probably be just
a one-time thing to let Kate realize her fantasy.  When I called Kate later
and told her the good news, the phone was silent and for a moment I thought
we'd been disconnected.
   "You still there Kate?"
   The silence was finally broken with, "I can't believe you did that
Kelly!" At first I wasn't sure if it was just a measure of disbelief that I
would actually arrange it or if she was truly upset with me for divulging
her fantasy with someone else.  Fortunately it turned out to be the former.
   "Oh...  my...  god...  are you serious Kelly?  I'm not sure I can do
it."
   I assured Kate that I was and she just kept repeating over and over how
she couldn't believe could be happening.  Overall, despite her disclaimers,
she sounded excited about it.  She was relieved when I told her it was
going to be way up north, about half-way to Grove City where my
grandparents live.  This the odds were about zero that anyone would have
the faintest clue who either of us was, addressing her biggest fear (well,
her second biggest one).
   "So what do I have to do now?" she asked, "I can't believe this is
happening."
   I explained that really there wasn't much to do.  Just be sure to shower
and shave as best as possible and to minimize the pubic hair - or at least
trim it down a bit so it wouldn't be so obvious in her lingerie outfits.
   "But no nudity...  right?" she checked once last time.  It was about the
tenth time she'd asked the same question and I just sighed softly on the
phone, assuring her that this was strictly a lingerie modeling gig, not a
strip show, and that it would be for women only, just like the ones at the
party she had attended earlier.
   With that Kate hung up, giggling like a teen girl with a new secret
about her best friend's boyfriend.  As for myself, I was left to wonder
what I was getting myself into.  From personal experience I knew full well
that it's one thing to sit at home and fantasize about being a stripper,
but quite another when you find yourself facing the REAL thing.  Would Kate
chicken out and embarrass me after all my assurances to Sharon?  Deep down,
I didn't think she would which is why I set it all up to begin with.  Now
that Kate had overcome her fear of masturbating, it was like a whole new
side of her had been opened up and she was eager to explore it.  Of course,
at her age and given the love she had for her husband and the commitment to
her marriage, it wasn't like she as about to become the neighborhood MILF
or anything.  Modeling at a party like this was probably the best way for
her to express her newfound sexuality without getting in too deep over her
head.
   The night of the party, I picked up Kate and no sooner had she gotten
into the passenger seat next to me than she started to giggle and blush.
   "Tell me this isn't a dream...  This isn't happening...  I just know it
isn't!" she gushed, "I told Bruce I was going to an Avon party and he
didn't even bat an eye!  Oh my god, Kelly, I'm SO horny right now.  I've
done nothing all day but think about this."
   I smiled at her, trying to concentrate on the curvy roads while still
listening to her.  "Well, it's not like you're going to get laid tonight,
you know," I teased her.
   "Oh now Kelly, you know I didn't mean it THAT way at all!" she
exclaimed, as if she just realized how what she was saying could sound to
someone else, "I just can't believe I'm going to expose myself to women
I've never met before - like you did at that last party!"
   "Well, you know how I get myself ready just before a party?" I asked in
a conspiratorial tone.  She looked at me anxiously, as if I was about to
reveal the secrets of the universe to her.  "Well, let's just say it's
gonna take us a bit to get to the party so why not pleasure yourself a bit
on the way?"
   "You mean do it in the car?" she exclaimed with disbelief, "Now?  With
all these other cars and trucks all around?"
   "Oh for goodness sakes Kate, nobody will see you and besides, that's
half the thrill, seeing everyone out there and knowing they have no idea
what you're doing right in front of them."
   "I don't know....," she hesitated but I could see her squirming in her
seat.  God, she must really be as horny as she said she was.  One thing I
had to say, Kate had come a long ways from the mousey housewife I'd met not
that long ago!
   "Here, how about I do it with you?" I encouraged her.  Without waiting
for a response, I unsnapped my jeans and pulled down the zipper with one
hand while I tried to stay in my lane.  As I wasn't wearing any panties it
was easy to slip my hand down to my shaved crotch where my pussy was
already warming up just talking about all this with her.  "C'mon...  do
it...  you KNOW you want to."
   Kate was also wearing jeans - I'd told her to dress casual since she
would be taking it off anyway once we got there.  Giggling like a little
girl, she followed my lead, unbuttoning the jeans and then unzipping them.
As she started to reach down in, I noticed she had on pink panties
underneath.
   "Since you're not driving, why not just slip them all the way off?" I
challenged her.  Kate's eyes widened yet again and she looked around at the
traffic around us.  It was dark and even I could barely see her in the seat
right next to me, let alone anyone from the outside.  "Go on now..  pull
them down!  Let's see that bare bottom!"
   Kate grinned, wanting to do it but just need in a little encouragement -
as usual.  She lifted her hips up and she slid her jeans and panties down
to her ankles, leaving her bare-assed on the seat which fortunately had
warmed up by now.  She still had her top and jacket on so it wasn't like
she was totally exposing herself to the world.
   "Oh my god, I've NEVER done anything like this before!" Kate said more
to herself than me as she started to masturbate, "God this is SO hot!"
   As she started playing, I was also touching myself but between driving
in the dark and trying to pay as much attention to Kate next to me as
possible, it was more absent-minded playing than serious masturbation.  In
any case, I was wet enough to be happy and now and then I couldn't help but
flinch in my seat as my finger would touch my clit in just the right way.
   "Oh Bruce....," I heard her whispering as she had both hands between her
legs.  She must have been fantasizing about her husband again, one of her
most common thoughts whenever I watched her doing herself.  It was such a
shame he couldn't satisfy her the way she needed to be.  I wondered if he
had any idea his wife was rubbing herself daily, wishing he would make love
to her.  No doubt he still masturbated.  Interestingly, the men I'd met who
had a difficult time getting erections could still masturbate and cum, they
just couldn't get hard enough to fuck me.  I couldn't help but wonder if
her wonderful Bruce was as loyal to her in his masturbation fantasies as
she was to him.  Somehow I doubted it, not if I knew men at all!
   "Oh my!" she moaned, her hips lifting up off the seat as she was rubbing
herself furiously.  Up and down she went on her emotional rollercoaster.  I
had taught her over the past few weeks how to get herself on a high and
then slow down to let things simmer for a while and then ratchet it back up
again.  Now if only she would push herself that last little bit but it was
not to be tonight as she suddenly all but collapsed in the seat.  The car
was filled with the scent of our sex - mostly hers.  I grinned as a thought
came to mind.  Imagine if I was to get pulled over by a cop now!
   "Oh my god Kelly.....  that was nice," she finally sighed, rolling her
head over on her shoulder to look at me, a big grin spread from ear to ear.
   "Well, just in time too as we're almost there," I told her as I turned
into the subdivision where my GPS which had giving me the directions to the
party address said to turn.
   Kate gasped and worked feverishly to pull her panties and jeans back up
again.  "Oh no, I must smell like a whore," she worried.
   "Don't worry, you'll have plenty of time to wash up and get ready," I
assured her, "Besides...  I sort of like the new perfume you're wearing
now."
   "Oh Kelly, you're so silly some times," she brushed me off, as she
always did any time I would mention anything remotely leading to something
between us that might be a bit more personal than just mutual masturbation.
If there was one thing Kate was, it was being straight as an arrow.  She
wasn't as hung up about being nude with another girl or, obviously,
masturbating with one, but that was as far as it ever went, even in jest.
   I pulled up to the house and parked at the curb.  It gave me a chance to
get my own jeans back together again and I couldn't help but put my fingers
to my nose.  Mmmmm, I LOVED the way my pussy smelled when it was wet!  We
got out and I noticed my distributor's car was parked just ahead of me
which was good as I didn't like to arrive before she did.  In fact, she was
already opening the door for us when we walked up to the front steps.
   "Great to see you Kelly," she welcomed me in, "and you must be Kate. 
I'm Sharon."
   Actually, although I'd never asked her age, Sharon looked to be about
the same age as Kate as they shook hands.  Kate just stood there, looking
at me for directions.
   "Follow me, there's a room in back for you to use," Sharon said, leading
the way down the hallway.  I didn't see anyone else and I wondered where
the hostess was.  Probably getting the snacks and whatever ready.  Sharon
led us to what appeared to be a guest bedroom.  It had it's own bathroom
which was convenient as well.  In most cases I had to use a common bathroom
which sometimes led to some "interesting" moments should the hostess's
husband or kids be at home.
   Sharon already had the outfits hung up on a rolling hangar bar as well
as the toys we would be demonstrating laid out on the bed on a white satin
clothe.  "I wasn't sure what size you wore but most of this is
one-size-fits-all and you look to be in great shape Kate so there shouldn't
be any issues."
   Kate blushed a little at the compliment and I winked at her.  Sharon
noticed the flush in her face and looked a little concerned.
   "You're OK with all this Kate, right?" she asked, "Kelly says this will
be your first time doing anything like this."
   It was tempting to explain why Kate was really flushed but I didn't
think Kate wanted me to be telling Sharon about what she'd been doing
during our drive over so I just stepped in and assured both of them that
everything was going to go just fine.
   "Ok then, things should get started in about an hour so I'll give you a
heads up when the show is about ready to start," Sharon said as she left
the room, closing the door firmly behind us.  Kate looked around the room
at the outfits and the toys, seeming to be a but apprehensive now.
   "I forgot about the toy part," she said with a worried tone, "Do I have
to do those too or are you just going to do that?"
   I knew she hadn't really forgotten about the toys but I understood her
concerns.  Like I'd said before, it was one thing to fantasize about doing
something but quite another when the reality was staring you in the face.
   "Don't worry Kate, you'll do just fine," I reassured her, "besides, it's
not like you really USE them to get off.  All you're suppose to do it get
it close and let their imaginations do the rest, OK?
   Meanwhile she had walked over to where the outfits were hanging up. 
"Geeze, these are soooooo.....  revealing!"
   "Well, this isn't a winter parka show, you know!" I teased her gently,
"Besides, even Sharon said you look great and trust me....  you look
marvelous!", using my best Billy Crystal imitation.  She giggled nervously
at that and started to sort through the outfits.
   "So which ones will I wear?"
   "Whichever ones you want," I answered, "You can pick out anything you
like, it really doesn't matter what order they go in.  Sharon likes to keep
some of the sleazier ones to the end.  By then, usually the women are more
drunk and aren't as easily offended.  It also helps her judge the party to
see if they SHOULD be shown.  There have been a couple of times when she
has had me NOT wear them if she thinks the party isn't right for them."
   Indeed, that was a key point to these parties.  They were meant to be
fun and to allow your typical desperate housewife to cut loose a little in
a safe environment without going TOO far as if they would had they gone to
a male strip club or something.  As I said, there had been a couple of
parties where the reaction to even some of the more conservative outfits
was so strong, that Sharon sensed it would be best NOT to demo the more
daring outfits.  This also applied to the toys.  I had learned myself over
time how to gauge the audience and how far to let myself go with them
without crossing the line.  Most of these women just wanted to be teased a
bit and go home feeling a little naughty about themselves, not to be
seduced or treated to something they would be embarrassed to talk about the
next day.
   "Soooooo, any ideas which one you want to start with?" I asked.
   Kate pulled out a pretty white satin teddy.  It was opaque and probably
one of the more conservative outfits on the rack.  Actually, probably the
best choice for her to get the ball rolling.  I nodded and then pointed to
the bathroom, time to get ourselves looking good.
   She had already done her hair up nicely and I wondered if she had told
the girl at the salon what the event was that she was getting ready for. 
Somehow I doubted that!  It fit her face nicely, not looking like some
middle aged woman's style but at the same time, not as if she was trying to
be a teenager again.  As she undressed, I noticed her pussy was shaved down
considerably more than before as she pulled her panties off.  She still had
plenty of coverage but it had been trimmed down considerably from the wild
bush she had the first time I'd seen her crotch.
   "Nice!" I complimented her, "Has Bruce seen the new look yet?"
   Kate grinned naughtily and shook her head.  "Nooooo, I just did it today
and I now I'm afraid to show him.  I don't know what he'll say.  I'm sure
he'll want to know why I did it after all these years and I'm not sure what
to say to him." She rubbed her hand over her crotch and smiled, "You know,
it hasn't felt this way since I was a teenager."
   By the time we'd washed up, fixed our makeup and freshened up our hair,
it was approaching party time and I could hear people arriving and moving
about in the hallway outside.  Then there was a knock on the door and
Sharon poked her head in.
   "Ten minutes girls..  ok?" I nodded and she hurried off to take care of
whatever it was she did to get things organized.  That's what was so nice
about this gig; Sharon did all the work and I just had fun - and got paid
for it at the same time!  Maybe not all that much but it was fun and paid
the rent so what more could I ask?
   Sharon was trying on the white teddy and so I picked out a black one, a
similar style but a bit more see-thru with a higher-cut crotch and hips and
more cleavage.  I figured the contrast between us - her in the white
conservative version while I was in the black, slightly more risqué style,
would set the tone for the night.  Each of us was in black heels, nothing
too high as we had to move about without tripping all the time but enough
to help accent our legs and give a bit more cosmopolitan appearance.
   There was another knock, a bit tentative this time and so I went to
answer it.  Opening the door, I saw a woman I hadn't seen before, most
likely the hostess, smiling at me.  I opened the door further and saw she
was holding a glass of wine that looked to be about half-gone already. 
From the flushness of her cheeks, I had my doubts that this was her first
glass.
   "I guess we're ready for you girls," she said, smiling like it was her
birthday surprise or something.  I nodded at Kate and she suddenly froze
and for in instance I was worried she might get cold feet and back out at
the last second.  The hostess has already gone back to her party, thank
goodness, so she didn't know about my "problem".
   "It's OK, you look stunning in that teddy," I said, trying to calm her
nerves.  Kate looked like the proverbial deer-in-the-headlights.  Her
breathing was shallow and fast and I was worried she might hyperventilate!
"You don't have to do this if you don't want to Kate.  But I need to go now
so what do you say?" I prodded her, getting anxious as I knew the party was
waiting for us.
   "OK....  let's do it," she said as she took one last deep breath and
headed for the door like a woman on a mission.
   We left the room with me leading the way but it was only a few steps
down the hallway to the living room where things were set up.  I quickly
scanned the room to get the layout and check out who was in attendance.  It
was what I would call a "formal" living room in that it had no TV or other
appliances.  A large fireplace stood inert at one end and the furniture
looked like it all was fresh from the showroom.  I quickly counted eight
women, including the hostess, all of who were seated on either the couch,
love seat, or one of several arm chairs.  Sharon was standing behind a
table with her materials on it, a nice white tablecloth giving it an air of
class versus the usual card-table look, The women were all dressed a little
expensively, casually but still it wasn't your off-the-rack JC Penney
styles.  Lots of Coldwater Creek, Chico's, and other designer labels with
enough jewelry to say they had money, but not so much to be ostentatious.
   As we entered the room, all eyes were on us and I heard some murmuring
and smiles.  I noted several of them seemed to be particularly interested
in Kate, something Sharon evidently picked up as well.
   "Well ladies, here are our models for the evening, Kelly and Kate. 
Kate's helping me for the first time tonight so I hope you all give her a
warm welcome."
   With that, the evening began.  It was rather simple actually.  Sharon
would describe the outfits we wore while we walked slowly about the room.
Kate watched me carefully, trying to mimic my actions.  Modeling lingerie
was a fine line, to be sure, at these type of parties.  It wasn't like a
bachelor party where all you had to do was swing your hips and push out
your chest and crotch for the to gawk at.  Ladies like these expected a
little more polish, more refinement.  They seemed to appreciate the "live"
modeling but at the same time, they hadn't signed up for a strip show
either and so they weren't expecting me to act like a whore.  It was my job
to model the outfits and show them off to the best advantage I could, not
to seduce them.
   Kate was doing great, gaining more and more confidence as the night went
on.  About midway through, after she'd worn her first bra-panty ensemble
that was more revealing than anything she'd probably ever worn in her life,
let alone show off in front of anyone, we went back to the guest room to
change and she finally let loose.
   "Oh my god Kelly, this is so CRAZY!" she gasped, holding her hand to he
chest as if she was having a hard time breathing.  "You know, I think that
blonde at the end of the couch has been looking at my crotch...  can you
believe it?"
   Indeed, I knew the one she was talking about.  In every crowd you tended
to get a mixture of women and reactions.  Some are simply embarrassed and
if anything I find they drink the most, as if to try and get through the
night without blushing the entire time.  Others try to play it cool, acting
as though it was all just another party and the half-naked woman in front
of them was no big deal.  Then there were the ones who seemed to enjoy the
evening a little more than just a casual party.  The blonde she was
referring to seemed to be one of these.  I was guessing late thirties or
early forties, married and married well if the size of the diamond on her
finger was any indication, and dressed as sharp as any of them.  I had
noticed from the first set that she was interested in more in what was
under the outfits than the outfits themselves but I hadn't mentioned
anything to Kate as I didn't want her to feel self-conscious.  With a few
more glasses of wine and more revealing outfits though, it was obvious to
even Kate that she had an "appreciation" for the womanly figure.
   "So tell me Kate, how does it feel to know you're turning her on," I
asked teasingly, "You know it's YOU she looks at the most."
   "I don't know....  it's just that I've never had a woman look at me like
THAT before," Kate replied as she changed into her next outfit.  Obviously
she hadn't been paying much attention to how I had been watching her when
she masturbated!
   "Well, this time out we'll start showing off the toys so let's see how
she responds to them, You never know how some people will react," I warned
her.  Kate seemed surprised, as if she had once again blocked out the toy
aspect of the evening.  She didn't say anything more, though, so thankfully
it didn't become an issue.
   We started out with a couple of basic battery operated vibrators.  Kate
was especially shy this time out, barely nudging her crotch with it as
Sharon went on about the virtues of a low-cost model that still had plenty
of value.  Even so, her "fan" was watching the entire time.  The rest of
the women seemed to be a little surprised to see us actually touching
ourselves with them, even though we still had on panties and didn't do much
more than brush them against our crotch as we showed them off.
   Over the next half hour we each "demonstrated" over half a dozen models.
My favorite was the remote controlled vibrator.  I would have loved to let
Kate put it in her while I controlled the remote but that would have been
pushing things instead I let her have the control unit.  The women all
seemed to get quite a kick out watching me apply it to myself and then
react when Kate would turn up the juice.  Indeed, it DID feel pretty damn
good and at one point I pushed it under my panties and applied it directly
to my wet crotch.  Kate pushed it all the way up and I couldn't help but
gasp as it stimulated my already sensitive clit, making my knees buckle
just a little bit in the process.  I noticed several of the women averted
their eyes while most just tried to maintain a blank look on their face, as
if afraid to react publicly to what was effectively a girl getting herself
off right in front of them.  Our blonde friend, though, made no bones of
the fact she loved watching, leaning forward and actually encouraging Kate
to crank it up even further.
   Unfortunately, we had to move on and I looked at Sharon who barely shook
her head.  I knew what she meant, this crowd wasn't going to go for
anything much more than this so from then on I toned it down a notch which
most likely suited Kate as well.
   Finally it was over and we took our final bows and the ladies politely
clapped in appreciation for our performance.  Back in the guest room, we
stripped down for the last time and before Kate could grab her clothes I
turned to her and grabbed her by the hand.
   "Well?  What do you think?  Was it what you expected?"
   Kate's cheeks puffed out and then she let out a big gasp and she shook
her head.  "Oh my god Kelly, that was INSANE!  I never felt so sexy in my
entire life.  The craziest thing was that it was for a bunch of WOMEN!"
   "Hey, nobody said you can only be sexy for guys you know," I prodded her
just a little, "You know, I was turned on too by you tonight.  You really
looked hot in some of those outfits."
   "Oh really?  You were turned on by ME?" she said softly, as if she
wasn't quite sure where I was leading to.  I still had her by the hand and
we were standing so close to each other I could practically feel the heat
radiating from her.
   What the hell, I decided to go for it.  I leaned forward and kissed her
gently on the mouth.  At first she froze, as if uncertain what I was doing,
and then she pulled her head back away from me.
   "Kelly...  what are you doing?"
   There was nothing I could say that would make it any easier so I pulled
her hand behind me as I pressed up against her, our boobs touching,
pressing tightly together.  Leaning forward, I again kissed her on the
lips. This time she didn't pull back as quickly but after a few seconds
she, stopped again.
   "I don't think we should be doing this," she said, her voice suddenly
husky and deep.  Despite her words, the third time I kissed her she didn't
pull away, instead she pressed her lips against mine and when I extended my
tongue, she met it with hers as well.  My arms went around her neck as she
wrapped hers around my body and I felt the fullness of her breasts pressing
against mine.  After several minutes, we both leaned back just enough to
part out lips from each others.
   "Tell me what you want Kate," I implored her, "Tell me now."
   "I don't know...  I really don't know," she said softly, sounding a bit
bewildered, "Just do it."
   Well, if by doing IT, she meant more of what I was doing, I was more
than happy to oblige.  She wanted IT, I knew it, but she couldn't find it
in herself to come out and say it, to put it into words.  It was like if I
was the one who had to initiate things, then she would be OK to go along
with it but at least then in her mind it wasn't HER asking for it.  I think
the phrase, "plausible deniability" applied here!
   I pulled Kate to the bed, pushing aside the lingerie and toys we had
strewn about, and laid on my side with Kate facing me.  I could feel her
entire naked body against me, our smooth legs intertwined and her leg
between my thighs with mine between hers.  I pushed my hips up so my bare,
wet pussy was pressing against her leg and was pleased by her response,
doing the same with her pussy against me.
   "You're so beautiful Kate...  you feel so good," I moaned softly in her
ear.  My hands running along her bare back and down to her ass, pulling her
tighter into me as we kissed like lovers.  It was as if all the emotions
and lust that had built up between the two of us in the past few weeks, the
shopping escapades, the masturbation "lessons", the naughty conversations,
all broke loose and we finally gave in to our mutual lust.
   "I've never been with a girl before," she whispered, sounding like a
girl telling a boy in the back seat she was still a virgin.
   "Don't worry....  just relax Kate," I assured her.  She laughed just a
bit, as if what I had said was funny and most likely to her it was.  How
could she relax in a situation like this?
   Reaching down her butt, I pulled her leg up over me more so I could get
my hand to her crotch and finally my fingers brushed against her pussy. 
God was she wet!  I ran my fingers up and down her wet slit, letting one
fingertip worm its way in between them and down to her pussy hole where I
traced tight little circles around the entrance.
   "Oh Kelly, how can you touch me there?"
   I wasn't sure if she meant that she was amazed I would even do such a
thing or that she was surprised I was doing it without her asking me first.
I didn't matter to me as I was going for it all no matter what.  I pressed
my finger into her hot pussy and I felt her entire body stiffen.
   "Oh my god, what are you doing Kelly?" she asked yet again of me, "Oh
that feels so good!"
   She kept her arms around me, her hand against my bare back, not even
caressing my butt but at least she wasn't doing anything to restrain me
from playing with her pussy.  I fucked her with my finger, pulling it out
all warm and wet and using it to toy with her enlarged clit, feeling her
jump each time my finger passed over it.  Pushing her over on her back, I
put one leg up and over hers while I began to suckle on her breasts, taking
her hard nipple between my teeth and lips while I continued to work my hand
on her pussy.  She started to put a hand over mine, as if to stop me, but I
brushed it aside quickly and she stopped trying to do anything.
   "Oh yes...  that's it...  oh god Kelly, that feels SO damn good," she
sighed, "That's it...  suck on it harder...  bite it if you have to!"
   She clearly loved her breasts to be sucked on but her hips were reacting
to my hand on her pussy as well.  I pulled my hand up and ran the wetness
on my fingers over her nipples, then suckled on them again to enjoy the
tease of her pussy on her nipples.  Back my hand went and she spread her
legs further apart this time to make it easier for me to access her crotch.
   "You like me doing this?"
   "Oh god..  don't stop."
   "You want more Kate?"
   "Ohhhhhhhh, god yes I do..  don't stop....  oh God, PLEAE don't stop!"
   It was about as excited as I had seen her when she masturbated so I
decided it was time to take it to the next level.  Without taking my hand
off her pussy, I scooted down the bed and pushed her legs apart so I cold
lay down between her legs and still look up at her face above me.  As I
moved my face closer to her crotch, she suddenly realized what I was about
to do.
   "Noooo, please don't do that Kelly.....  that's too dirty, please don't
lick my crotch," she begged me but I wasn't about to take no for an answer.
I could smell her pussy and the taste of her pussy on her breast was still
fresh on my tongue so now I wanted more.  Despite her protests, Kate wasn't
doing one thing to stop me so I took that as tactic approval and lowered my
face directly onto her crotch.  I used my fingers to spread he pussy lips
apart and my tongue went straight to work on her engorged clit.
   "OH MY GOD!" she said more loudly this time and for just a brief moment
I was reminded that we were not exactly in the privacy of my bedroom Oh
well, so what if they heard?  It wasn't like we would ever be hack here
again!
   "OH FUCK!" Kate exclaimed as I inserted two fingers into her pussy as my
teeth gently pulled on her clit and then let it snap back into place.  My
nose was buried in her thick but short pubic hair, taking in the full glory
of her scent as I tasted her marvelous pussy.  Kate put her hands on my
head, trying to push me away.
   "That's it..  that's all I can take," she gasped, trying to get me to
stop.  Well, I wasn't about to be deterred so easily so I just pushed back
and continued to play with her pussy all the more.
   "STOP!" she cried, "What are you doing to me!?" It was more of statement
than a question as she began to convulse under me.  Her hips were bucking
such that it was hard to keep my face on her clit but I made a valiant
effort.  Suddenly I felt her pussy clamping down on my fingers and her legs
tightened around me.  Instead of pushing me away, she pulled me head down
into her crotch as suddenly she gushed into my face and I knew she was
FINALLY experiencing her first orgasm.
   "Ohhhhhhhhhh myyyyyyyyyy goddddddddd!" she cried out, repeating it over
and over again and I continued my assault on her pussy.  I wanted her first
orgasm to be one she would never forget!  Her pussy tasted wonderful and my
face was covered in her cum as I licked it from her like a hungry cat at a
bowl of fresh milk.
   Finally she dropped back to the bed, laying limply under me as if all
the strength had been sapped from her.  I quickly moved back to her side
again, draping my leg over her such that my own hot pussy was pressed
against her hip.  I cupped her crotch in my hand, pressing just enough
against her to make her convulse slightly.  Leaning over her, I kissed her
with my face all wet from her crotch.  I half expected her to pull away
from tasting and smelling herself on my mouth but she never hesitated,
kissing me like I was her long lost lover coming back to her again.
   Just then, the door opened without so much as a warning knock.m I turned
my head to see Sharon, looking in with just a bit of a shocked look on her
face.
   "Ummmmm, when you girls are through we need to be going," she said
quickly, closing the door behind her.  I looked at Kate and our eyes met,
both of us laughing a bit at Sharon's reaction.
   "Holy smokes Kelly, what the HELL did you do to me?" Kate gasped, still
trying to catch her breath.
   "You know," I teased her, "I've been telling you to let yourself go so
maybe next you do yourself you know what to do now, ok?"
   "That was the most incredible sensation I've ever felt," she gasped
again, her eyes rolling back in her head.  "I can't believe you did that to
me Kelly.  I just can't believe it!"
   For a moment she just laid there, eyes closed and breathing deeply. 
Then her eyes suddenly popped wide open and she looked at me with this look
of shock.
   "Oh god, am I a lesbian now?" she blurted out, as if she had cancer or
some incurable disease.
   "Oh for heaven's sake Kate, you're no lesbian," I reassured her, "Just
remember it as something special between two friends, ok?"
   Kate got out of bed and hurriedly started to dress, not even taking time
to wash up first.  It was if she needed to cover herself up in front of me
as quickly as possible.  As soon as we had our clothes back on, I poked my
head out the door and motioned for Sharon, who was down the hall talking to
the hostess, signaling that we were ready.  As she came in, she leaned her
head towards me and whispered so Kate couldn't hear, "Just a housewife,
eh?"
   I grinned at her and she smacked me playfully on the butt.  Sharon and I
had a great relationship, totally platonic but we make a good business
team. I had a feeling she was more surprised at what she'd seen than what
she was letting on and to be fair, I would've been as well had I been in
her shoes.  It was just one of those things that just happens so who is to
question why?
   On the drive home, the discussion was entirely focused on the party. 
There wasn't a word exchanged between us about our own little "party"
afterwards and I didn't press the issue.  My only concern was how this
might affect my future relationship with Kate.  I certainly hoped it didn't
freak her out so bad that she cut off ties out of fear she might do it
again.  Then again, maybe after more reflection she would WANT to do it
again?  Oh well, it was going to be interesting one way or the other, that
was for sure.
   Chapter 6 - Kate Finally Cheats ==============================
   After the lingerie party, I didn't hear from Kate for almost a week.  It
didn't really surprise me given her reactions to past events and besides, I
figured I would leave it up to her as to whether she wanted to continue our
relationship given our last time together had been rather emotional and I
wasn't entirely sure how comfortable she'd been with that.  Deep down, I
knew Kate was madly in love with her husband, no matter how big a jerk he
was.  In her mind having sex with another woman was STILL sex and that
meant she was cheating on her husband.  Over time I began to sense that the
real reason she hadn't masturbated in the past was because in her heart,
that would be like cheating on her husband, even if it was just all a
fantasy.  Now in the past few months she'd made some dramatic changes in
her lifestyle and attitudes, but I had to wonder if her husband was even
aware of them!
   Just as I was about to give up on her, I got a phone call out of the
blue and it was none other than Kate.  We talked about things, just general
girl talk before finally the topic of the party came up.  Even then, all
she seemed to want to discuss was the modeling aspect without a hint of how
she felt about our "private party" afterwards.  The call ended up with us
agreeing to get together for lunch in a couple of days, leaving me to
wonder where her head was at.  Kate had never been one to discuss personal
things on the phone so I didn't take the absence of any mention of her
recent masturbation activities as a negative sign, but still, I had to
wonder how the party had impacted her and if she was masturbating more or
less since then.
   We finally met at a local diner, nothing fancy with just a few customers
which left us pretty able to talk about anything without having to worry
about someone listening in.  Again, we started with some general chit-chat
while the waitress took our orders and then Kate leaned forward over the
table an motioned for me to come closer.
   "You should be proud of me - I can make myself cum now," she boasted, as
if she had just achieved some Novel Prize-winning achievement which, in a
way, she had.  For anyone to go so long without ever having experienced an
orgasm was virtually unthinkable to me yet I had to wonder how many other
wives were in the same, boring, sexless lifestyle as Kate had been in when
we met.  If it hadn't been for that lingerie party where we first met, she
would still be home wishing her husband could get it up with no relief in
sight!
   "Does Bruce know anything yet?" I teased her, knowing full well her
husband would probably be the last person in the world to find out his wife
was playing with herself, finally achieving by herself what he'd never been
able to do for her in twenty plus years of marriage.
   "Oh god forbid no," she quickly answered, then grinning even more
broadly as she shared another juicy secret, "I even did it last night right
next to him in bed while he was sleeping!  Oh my god Kelly, I felt SO
naughty!"
   "So why don't you do it in front of Bruce?" I asked, "Maybe it might
provide some incentive for the poor boy downstairs to get back in the game
again?"
   Kate frowned and I almost wished I hadn't asked.  "He would just say I
was being nasty.  So far as he knows, I've never masturbated in my life and
I don't think he even cares if I cum."
   "Why he say it was nasty?  I'm sure he jerks off all the time!  What's
the big deal if you do the same?"
   Kate's eyes widened and she sat back a little as if what I had delivered
some sort of revelation.  "I wasn't really honest with you I guess.  Truth
is, I've NEVER seen Bruce masturbate," she confessed, "I've never even
found a dirty magazine since we've been married.  I just thought I should
say....  well, I don't know WHAT I thought when I told you that.""
   Two thing immediately came to mind.  Either Bruce had some serious
sexual issues that were probably the root cause of his E.D., or he was
doing one hell of a good of lying to his wife and hiding things! 
Fortunately, for once I managed not to blurt out my first thoughts and so I
just left Kate to live in her fantasy world.  Bruce didn't masturbate....
yeah right!  As my dad always said, 90% of men admit they masturbate
regularly and the other 10% are liars.
   "So anyway....," I injected, trying to change the subject before I said
something I would regret later, "How often are you doing yourself now?"
   Kate actually blushed and I saw her biting her lip just a little as if
the answer was embarrassing to her.  "Usually every day now."
   "Only once a day?"
   Kate looked at me like I was some alien saying, "Why, how often do YOU
do it?"
   When I told her usually twice a day, sometimes three and once in a while
more, her jaw dropped open in disbelief.
   "But Kelly, you get laid regularly so why do you have to masturbate so
much?" she asked.
   Smiling, I tried to explain to her that it wasn't that I HAD to
masturbate, it was that I ENJOYED masturbating.  For me, masturbation isn't
a substitute for sex, but rather something that compliments it.  Sure I may
do it more when I'm not getting the real thing regularly, but it's not
uncommon for me to do myself again even right after being fucked when the
guy drops off, going for at least one more good orgasm!  Simply put, I
tried to explain, I just enjoy doing it for the sake of doing it, not
because I am or am not getting the real thing.
   "I guess I never really thought about it that way before," Kate said
with thoughtful expression as she seemed to try to mull this new concept
over in her mind.  "I just figured people only masturbated when they
couldn't have real sex."
   "Well, that just goes to show you shouldn't feel embarrassed or feel
like you're cheating on Bruce just because you enjoy going solo," I
encouraged her, "Even if he WAS getting it up, that doesn't mean you still
can't enjoy some personal quality time!"
   We both giggled as the waitress brought us our order.  She looked at us
a little odd, probably wondering what we were so giddy about in the middle
of the day but whatever, that was her problem.
   "So tell me Kate, have your fantasies gotten any nastier now that you do
masturbate more?"
   Once again Kate got that "caught with her fingers in the cookie jar"
look, as if she felt guilty for even THINKING such things, let alone tell
me about them.
   "Oh my, it gets really BAD sometimes," she said in a high whisper, as if
afraid somebody might be listening to us.  "I feel so guilty sometimes but
yet at the same time, it's really hot to think about stuff I know I'll
never do but still....."
   "Oh?  And just what might some of those be?" I inquired, actually quite
curious to find out what this recently "converted" housewife might be
fantasizing about.
   "Well, there's young man on our block who is JUST gorgeous," she said,
her face reddening a bit, "I've wondered what would happen if I needed
someone to help me with some yard work while my husband was away on
business."
   "Not bad, the classic naughty housewife," I said, giving her a thumbs
up, "But I KNOW you've been naughtier than that...  let's go, confession
time!"
   Kate looked around, again as if fearful someone might overhear us but
the nearest person was the waitress and she was twenty feet away at least.
   "OK, here goes but you have to promise not to laugh," she said with a
smirk.  I just grinned and nodded my head in agreement so she continued,
"Well, you once told me about some of those bachelor parties you go to and
the dirty things you do at them.  Well, ever since the party we did I've
been fantasizing about how it would be to dance in front of a bunch of
horny men instead of a bunch of repressed housewives."
   Wow, now THAT wasn't was I had expected to hear.  Sheesh, talk about
going from fairly innocent fantasies to hardcore in one giant leap!  But
then I thought again and realized she was just talking about the dancing
aspect, not the sex.  Or was she?
   "Nude?" I decided to ask, pushing just a little but not going overboard.
   Kate blushed and I knew I'd hit the nail on the head.  "Well, isn't that
what you're SUPPOSE to be when you dance at one of those?" I asked her.
   Kate shook her head though and disagreed, "Maybe at yours but Bruce has
been to several and he always assures me that the girls never get nude. 
OK, maybe topless but not completely nude."
   I ALMOST said, "And this from the guy who claims he never masturbates,"
but pat me on the back, once again I held my tongue.
   "Well, I'm sure that at some parties that's all that happens but from my
own experience, the guys want you to get naked - at least if you want to
make the most money that's what happens."
   "So you get nude when you do them?" she asked, suddenly very curious
about my "side jobs".
   I explain that technically, I only "contract" ahead of time to get down
to a bikini.  Granted, it was the sort of bikini that would have gotten me
banned from any public swimming pool, but still, I wasn't technically
naked. Once the party gets started, THEN it was time to negotiate what else
they wanted from there.  I learned early on that nobody makes a worse
negotiator than a horny drunk guy at a party facing a half-naked girl he
wants to fuck.
   "So do you let them touch you?" she asked.
   Again, I explained that it was all in what they were willing to pay. 
Letting guys SEE me naked wasn't that big a deal but to touch me....  well
THAT was a different story.
   "OK, so how far DO you go if they are willing to pay for it?"
   In response to that question, all I had to do was give Kate a naughty
grin and a wink which she understood immediately.
   "Oh my god Kelly, so you're a WHORE?" she exclaimed, suddenly looking at
me as if she had never really seen me before.
   I quickly calmed her down and explained to her the difference between a
whore and a slut.  If I was really a whore, all they needed to do was
simply fork over the money and then do whatever they wanted within the
bounds of what they paid and I would do it regardless of how I felt about
them.  That's why I never consider myself a whore - because I never give up
control.  Even if they are willing to pay for sex, I still make the final
decision as to who and how.  Even then, I don't care how much they pay
(non-refundable of course), if the guy turns out to be an asshole he
doesn't get laid.
   Kate was still looking at me as if she was seeing me for the first time.
I almost felt like she was disappointed in me, as if I had somehow degraded
myself in her eyes.  Frankly, it sort of pissed me off that she could be so
judgmental but I decided to give her the benefit of the doubt and see where
it went.
   "Look, it's not something I do at EVERY party, in fact it rarely
happens. Usually it's just a strip show and let me say AGAIN, I make the
decision as to whether to go any further, no matter how much they want to
pay me."
   Kate just sat there rigidly, as if she wasn't certain what to say which
was probably a good thing.  I smiled gently, trying to soften the mood and
asked, "So Kate, how did YOU imagine doing a bachelor party with me?"
   At the mention of her masturbation fantasy, Kate finally seemed to shrug
off whatever it was that was distracting her and a smile returned to her
face.  "I guess sort of like the party we had last week, just getting up in
front of them in some naughty lingerie and maybe pretending to play with
myself for them.  I just think it would be fun to see how turned on I could
make them I guess."
   Somehow I think these new fantasies had to do with the lack of response
she was getting from her bastard of a husband.  It was too bad that just
because a guy was unable to get it up that he cut off all sex with his
wife. He could at LEAST still give her oral sex if he was any kind of
decent husband, at least that's how I felt about it.  My inner amateur
psychologist was seeing a loving wife desperate for attention from her
husband, so desperate she dreamed of displaying herself in front of other
men just to prove to herself that SHE wasn't the problem.  OK, so I may
have been totally off base, but I've found I'm usually pretty good at
reading people when it comes to stuff like this.
   "Would you really do it if you could?" I asked her.  "I mean, go
further?"
   Kate seemed to visibly trembled at the thought and in a way, it made me
almost want to laugh at her innocence and naivety.  At times she could be
such a sensuous woman and then in a heartbeat, back to being the silly
little girl.
   "Well, maybe when I masturbate but I would NEVER do it for real," she
insisted, shaking her head from side to side like an elephant on parade.
   "Why not?  After all, it wouldn't be like you were being unfaithful or
anything," I prodded her, "What's the difference between showing yourself
off in front of a bunch of women and a bunch of men."
   "Kelly!" she huffed, as if she couldn't believe I would make such a
generalization, "There's a BIG difference and you know it."
   "Not really," I countered, "besides, imagine how much more turned on
you'd get seeing all those men staring at you, every one of them wanting
you and desiring you.  All of them wanting nothing more at that moment than
to take you in the back bedroom and fuck your lights out!  Wouldn't that
make you feel good?"
   "That's EXACTLY what I worry about," she huffed, "That I might like it.
But I'm not a slut."
   "You mean like me?" I gently countered.
   Kate's mouth dropped open and I could see she was a little embarrassed
now.  "Oh Kelly, I didn't mean it like THAT!"
   "Then prove it," I demanded, "I've got a party tomorrow night and it's
just a little one that shouldn't be anything too wild.  Come with me, I'm
sure they won't mind if I bring along a friend - especially if the get her
for free."
   Kate obviously wasn't even close to being sold on the idea but at the
same time, she wasn't shaking her head as strongly much as she had.
   "How about you let me think about it," she offered as a compromise.  It
was her usual response when she was trying to get me off her back about
something so I warned her she needed to make her mind up fast.
   "OK, let's make a deal.  When you go home tonight I want you to put on
something sexy and then see what Bruce says.  If he likes it, great.  BUT,
If he ignores you then I want you to think about what the guys would say
tomorrow night if you wear that same outfit.  THEN make up your mind and
call me, deal?"
   Kate just rolled her eyes at me, something she seemed to do quite a bit
when we talked come to think about it.  Well, I'd done all I could and
there was no sense pushing her any further.  I'd learned quickly with Kate
that she was actually pretty open to suggestion but she had to be the one
who made up her mind in the end.  Nothing made her dig in her heels faster
than feeling like she was being pressured into something she didn't want to
do.
   We finished up our meal and she offered to pay.  I left the tip and we
parted, each going our separate ways.  On the way home I wondered if she
was just agreeing with me to stop me from pestering her further or if she
really was going to go through with it.  Personally, I would have given
odds at best of 50-50 once she got home and had time to think about it some
more.  The next morning I was still in bed when my cell phone rang and I
saw on the caller ID that is was Kate.  I wondered what she was calling me
about so early as in my morning fog I wasn't putting it together with our
conversation the previous day.  Immediately when she started to talk,
though, I perked up.
   "Oh Kelly, I tried, I really did try!" she cried into the phone as soon
as I answered, not even bothering with the small talk we always started out
with.  I told her to calm down and get her to explain to me what was wrong.
   "I did like you said.  I wore the sexiest outfit I have; you know - the
sheer black teddy you helped me pick out with the micro black lace panties.
When I walked out of the bathroom into the bedroom, Bruce didn't even give
me a second glance!  Shit, hardly even a first.  All he did was ask me how
much it cost, as if he was more worried about the credit card bill than my
needs.  How could he do that to me Kelly?  How could he?"
   She broke down again and started crying some more, leaving me there with
my phone in my hand trying to figure out what to do next.  I decided saying
nothing was better than putting my foot in my mouth so I waited for her to
collect herself.
   "The kids are gone to school so I'm home all alone.  God Kelly, I've
never felt so worthless.  Am I REALLY that unattractive?  Why doesn't Bruce
want to even look at me when I dress up for him?  I feel so ugly now."
   If I told her what I thought was the REAL reason, I would probably just
make things worse.  It was obvious.  ED or no ED, her darling Bruce was
cheating on her, I would have bet money on it.  OK, so maybe she wasn't
eighteen anymore but she looked easily ten years younger when she got
herself made up and I knew from personal experience it wasn't for want of
any sexual drive on HER part that nothing was happening with her husband.
With the boob job, which no doubt she did to try and please him, she looked
incredible!  They looked perfect and REAL, not overdone like so many women
where it's obvious they are fake.
   Then I reminded Kate of how even the women at the party we went to were
attracted to her and if THEY were, to imagine how much more a group of men
would be.  Then I gentled tossed in a suggestion that maybe she should
prove it to herself by going out with me tonight.
   "I have to confess Kelly, I only agreed to do that so we wouldn't talk
about it anymore," Kate said in a hushed tone, like it really was part of a
confessional, "But this morning I woke up and I was SO horny and I wanted
Bruce SO bad that even masturbating wasn't enough to make it go away.  I
don't know what to do now, I am SO confused."
   "Oh?  So you're still horny now?" I asked, using the opening to shift
the conversation.
   "Oh my god, you have no idea.  I was so worked up last night getting
ready for him that when he blew me off me it was like I wanted to explode!"
   Again I suggested that she join me tonight to work off some of the
"tension" and this time she hesitated a bit before answering.
   "You're sure it would be just like the other party, right?  Just
dressing up and showing off?  Nothing nude or bad?"
   Thank god we still don't have video phones!  I was grinning to myself at
how naïve she could be about such parties but I wasn't going to say
anything to dissuade her.  Besides, so long as I was there I knew that I
could control things enough that if that was all she ended up wanting to do
I could most likely keep it at that level for her.  As for doing anything
"bad", well...  that was all in how you defined "bad"!
   "Trust me, you'll love it Kate.  It will be a ton of fun; something
you'll never forget.  You'll feel so much better about yourself
afterwards."
   "I don't know Kelly, what if they get pushy?"
   "The we just leave," I assured her.  Actually, that was the truth and it
wouldn't be the first time I'd grabbed my things and walked out when guys
got overly obnoxious or rude.  It was rare, to be sure, but also why I
always made sure I got paid up front!
   "So what do I wear?"
   Cool!  While she hadn't expressly agreed to go, her question was a
tactic agreement and I wasn't going to push for a signed contract or
anything so this was likely the best commitment I was going to get from
her. To answer her question depended on what type of party I was going to.
Basically they broke down into two flavors - the ones where I arrived early
and dressed up in another room and came out when they were ready for the
show, or the alternative was I just showed up at the door, walked in and
did my thing.  Each had their advantages and disadvantages.  The first
allowed for me to get more settled in and gave me greater costume options
as I didn't have to go out in public wearing it.  The problem was you were
there longer and before you could leave, you had to gather your things in
the other room, making as quick getaway more challenging.  The second
option was usually quicker as I was only there when I was doing the show.
It also gave me a better feeling of security knowing everything I had was
in the room and I just had to grab it and run for the door if things got
out of hand.  Fortunately, that had only happened once in my entire
"career" but that was all it takes to make you wary.  In this case, it was
the "open door" party which was probably best for Kate as it minimized the
time she had to spend at the house where the party was being held.
   "Well, here's what I suggest," I told her, "Put on that same outfit that
your husband wasn't interested in and we'll see what other men think of it
on you."
   Silence on the other end.  Then I realized what she was probably
wondering about and continued on saying, "Oh don't worry, that's not ALL
you'll wear!  Go to your closet and pick out what you would wear to a PTA
meeting at school.  Something with a skirt and a top that buttons - nothing
pull-over though."
   "A PTA meeting?" she asked, sounding confused.
   Then I explained to her what my plan was.  I thought it would be hot to
show up as a mother-daughter pair.  Sure, Kate wasn't THAT much older than
me but she had that innocent look and naïve attitude that screamed
soccer-mom.  I figured I would have her dress the part of the everyday mom
while I would go as the slutty daughter.  It should make for a great show.
After all, just look at how many web sites cater to the MILF fantasy as
well as to the mom-daughter thing.
   Kate laughed on the phone, finally loosening up a bit as she listened to
my concept for the evening.  "You know, you really have quite the
imagination," she complimented me, "I'm just glad you're not after my
husband."
   Oh if she only know some of the naughty thoughts I'd had along THAT
subject!  Truth be told, her Bruce would've made a fantastic challenge for
me and nothing would've been hotter than to have him do me behind Kate's
back at the same time I was trying to help Kate "seduce" him.  As horny as
such thoughts made me, I could never do that to a friend, though, so Kate
was safe from any worries about me, even if she didn't realize how close it
had come to happening more than once when I was especially horny!
   Now that she was on board, I then went through more details as to how
the evening would go and what I expected to happen.  Like the previous
party, I would pick her up.  We would drive to the house, ring the bell,
and step in to what should be quite a party already in progress.  No doubt
there would be alcohol, porn, and who knows what else.  We would dance and
strip - as far as she was ready to go, and that would be about it.  The
arrangements, at least so far, were just for an hour's show so we shouldn't
be there all that long and she would be home at a decent hour.
   Kate cursed under her breath and when I asked what was wrong, she
replied, "I just realized I have to come up with an excuse for where I'm
going.  Bruce would kill me if he ever found out."
   Her worries didn't bother me as I knew she would think of something. 
Besides, she would be leaving in a "normal" outfit as nobody had to know
what was underneath so there would be no reason for anyone to suspect her
true motives for the evening.  We got talking some more from there about
everyday things.  She liked to tell me about her kids at times like this
and I listened patiently, again thankful for the lack of video so she
couldn't see the bored expression on my face.  Eventually she was talked
out and we hung up after I gave her a time to be ready.
   Now that I was going with the mother-daughter fantasy gig, that changed
my entire plans for the evening.  I had planned to show up in a long coat
with nothing underneath but a sexy bra, some hose and a garter belt,
panties still undecided.  It was an easy outfit to get ready, easy to take
off, and all I had to do in the end was grab my coat and leave without even
worrying about getting dressed again.  With Kate, however, now I had to
play the role of "daughter" which actually had a lot of opportunities.  My
thoughts were to act as the "slutty" daughter who made my conservative
mother mad at me for teasing the guys and acting nasty.  Eventually, of
course, she would get "excited" seeing me with the guys and want to join in
herself.  It was all terribly cliché, of course, but then isn't most porn?
Besides, it actually fit Kate's real attitude perfectly.  Indeed, she WOULD
be aghast at my actions to start with but hopefully, she would get turned
on and want to join in herself.  How far she would go, now THAT was the
million dollar question.  I was setting a personal goal of getting her
nude. Even that would be a stretch but anything more than that was pretty
unthinkable knowing Kate.
   Looking through my closet, there was really only one thing to wear in
this case.  My usual outfits - the catholic schoolgirl, french mad, naughty
nurse, etc.  were more for individual performances as I almost always
worked solo unless my cousin Kristi was with me.  Tonight I thought I would
stick to something simple - my shortest shorts with a micro thong
underneath.  On top I had the perfect black bra together with a sheer white
shirt that I could tie up around me under my bust and then leave it
unbuttoned to show off my cleavage.  The bra and panties were for show as I
didn't want to be naked TOO fast with them.  Besides, technically they
hadn't paid for me to get nude so I wanted something to use for bait that
would lure them into opening their wallets for more.  I didn't charge all
that much for a standard one-hour strip-to-my-underwear show.  It was a
classic bait-andswitch marketing ploy.  I knew once I had them going that
the REAL money was made when they were dying for me to go further.  The
trick was to get your foot int the door.  After that, it was all hormones!
   For the rest of the day, my thoughts kept drifting back to the coming
events of the evening.  I had all sorts of different scenarios play out in
my head, most of the terribly unlikely but still hot to think about.  Kate
was the wildcard.  Had I been going with my cousin Kristi, it would have
been just the opposite.  With her the question wasn't how far would SHE go,
it was how far would I go with her!  A couple of time I found myself wet as
hell and took some time to take care of myself, but other than that it was
mostly just laundry and housecleaning with a nap in between to be sure I
was rested.
   I pulled up in front of Kate's house exactly on time to the minute.  She
was typically prompt and I knew it frustrated her when I was late to things
so I wanted to get the night started on the right foot.  Sure enough, no
sooner had I put the car in Park than Kate was coming out the side door by
the garage, waving goodbye to someone unseen in the house.  Anyone in the
neighborhood would have thought it was just her as usual, meeting someone
for a meeting at school or the library.  She slipped into the passenger
seat next to me, took a big breath, and let it out slowly.
   "Oh my god....Oh my god!  I can't believe I'm going to do this," she
sighed, "Bruce almost caught me putting on the teddy and I think I would've
died if he saw me getting dressed with it underneath my outfit."
   "But it turned you on though, didn't it?" I teased her as I pulled away
from the curb.
   Kate tossed her head back and giggled, "You have NO idea!  You know,
I've never left the house dressed like this It feels a little weird to be
honest."
   "So you're nice and horny now?" I pressed her a little.
   She tuned her head to me and I just caught a glimpse of her face as she
grinned naughtily.  "I did it THREE times today, can you believe it!  I've
NEVER done that before!  I almost did it four times but the kids came home
from school before I had the chance."
   I smiled as I drove, trying to picture her in my mind, lying in her bed
doing herself while her family was out.  I wondered what her kids would
think if they knew of their mom's new daily "routine"?  Despite the
fantasies you might read about on most porn sites, most likely they would
be grossed out but then again, you never know!
   "So tell me again...  what do I do?" she asked after we quite laughing
about her new "record".
   "Just follow my lead," I told her, "There IS one thing that is REALLY
important though....  NEVER offer anything you're not ready to back up."
   "I don't understand.  What do you mean?"
   "Well, teasing them is fine - it's even expected and they would be
greatly disappointed if you didn't.  Just don't ask them things like if
they want to have sex with you or in any way make it appear like you are
offering them anything - unless you want to do it."
   What I wasn't telling her, because I didn't want to scare her, was there
was more than just the issue of taunting men to where you may get in over
your head, there was also the legal issues that offering yourself to a man,
potentially for money or other compensation, can cross the fine line
between a stripper and a hooker.  The LAST thing I needed was somebody
getting pissed off or undercover and charging either of us with
prostitution.  I just imagine her calling her husband to bail her out of
jail!
   For the rest of the 45 minute drive we talked about ways to tease and
what to do and NOT do.  Kate touched a little bit on the issue of sex but I
tried to steer away from that as I knew it would only frighten her off.
   "Remember.  if you ever get to where you feel uncomfortable with them
touching you, then you have to control things," I told her, "It's ALWAYS up
to YOU how far they can go.  NEVER let them think they're making the
decisions.  Don't worry, they actually expect to be treated that way it so
it's only if you allow them to do things on their own will it be an issue."
   All of which was true.  I've found most men are pretty conditioned from
strip clubs.  movies and such that there are rules and restrictions when it
comes to strippers.  Of course they'll always try to push the boundaries
but usually all you have to do is tactfully push their hand away and they
get the message nine times out of ten without having to resort to anything
more forceful.
   According to my GPS we had "arrived at your destination".  We found
ourselves in a typical Pittsburgh neighborhood - red brick homes built on
hills.  It was an older neighborhood and even had the original brick
streets still in place.  The house was nothing special or unique, two
stories with a garage attached to the basement with a driveway dropping
from street level down to the garage.  It was interesting in that all the
homes on this side of the street had the garages in back while those on the
other side had the garage entrance in front but that was due to the
ridiculous hills people decided to try build home on way back when!
   "Well....  ready?" I asked her, trying to smile and cheer her up.  Kate
looked a bit apprehensive and I started to wonder if she wasn't going to
back out at the last second.  I guess if she did, she could stay in the car
as I hadn't told the guy who arranged this that I was bringing her.  I
didn't think he would mind getting two for one!  Still, it would have been
disappointing if she did, not to mention I was sure she would regret it
afterwards if she chickened out now.
   "OK, let's do it," she said in a determined voice.  Without another
word, we got out of the car and walked up to the front door.  Kate looked
more like the Avon Lady making a delivery while I had on a long overcoat so
nobody watching would know how little I was wearing underneath in the
middle of winter.
   "Kelly?" the guy asked who answered the door after I'd rung the
doorbell. I always use my real first name as it is too easy to get confused
otherwise but other than that, he knew nothing about me other than my cell
phone number - and it was a throwaway from WalMart that I used just for
this sort of thing so I couldn't be traced.  I saw his eye look to Kate
behind ma and then he looked back at me, the question obvious without him
saying anything.
   "Oh, this is my mom" I explained with a grin and a wink, "She's going to
watch to make sure you all behave."
   At first I think he took me literally and the expression on his face was
priceless.  Then it dawned on him what was really going on and looked at
Gwen, "Well hi mom, I'm Don.  So what's your name again?'
   "Kate," she answered, taking her cue from me on using her first name.
   "Say, it's freezing out here, aren't you going to invite us in?" I
playfully whined.
   Don opened the door for us and we walked in straight into the living
room.  There wasn't anyone else there but from the sound coming up from the
floor it was obvious where the party was going on.
   "Can I take your coats?" Don offered.
   "Ohhhh, I think we'll keep them on for now," I replied, smiling at him
and trying to be sexy.
   Don grinned and I imagined he was probably wondering what, if anything,
was hiding underneath but that was the whole idea - make them wonder.  It
was the tease that got them going.  No sense revealing anything until you
had to.
   We were led down the stairs and as soon as our legs must have come into
sight, the hooting and hollering began.  I looked back at Kate who had the
appearance of being walked to the hangman's noose and smiled at her,
telling her to perk up!  Once we got down there, I took a quick count and
saw there were just four other guys besides Don, which was what I had been
expecting.  Larger groups can be fun but this size would be less
intimidating to Kate, at least that was what I was hoping.  There were
several coolers which I assumed were loaded with beer and who knows what
alcoholic beverages - no signs of soft drinks anywhere, just empty beer
cans.  A large HD TV was mounted on one wall with the obligatory porn movie
playing.  A few mostly empty pizza boxes attested to the menu for the
evening.  The only truly negative thing was it smelled like at least one of
them was into cigars.  While not as nauseating to me as cigarette smoke, I
still hated it and I was hoping they wouldn't smoke any while I was
performing.
   "So guys, this is Kelly and her mom Kate," Don started out to introduce
us but he barely got out those words before the ruckus started.
   "MOM?" a couple guys asked at the same time, "What the fuck?", or some
version of it, was also a common response from several.
   "That's right guys, my mom's gonna be watching you so you better behave
or we might have to spank you," I said teasingly and they quickly got the
picture, just as Don had upstairs.  I don't know if they believed that Kate
was my real mom or not, but it was close enough I was sure for the
fantasies to get started in their heads - and their dicks.
   "So who's the naughty boy tonight?" I asked, as if the grave-stone
shaped sign hanging around his neck proclaiming his imminent departure from
singledom wasn't making it obvious enough to identify the groom.
   I handed Don a CD which he put into the boom box I'd told him to have
ready back when we negotiated our deal.  My first song was "Doncha" from
the Pussy Cat Dolls and I walked over to where the groom was sitting, beer
in hand (obviously not his first) and stood there with my hands holding
together the front of my coat that I had unbuttoned on the way down to the
basement.
   "So does your fiancé ever wear something like THIS for you?" I taunted
him as I slowly opened my coat to reveal my classic Daisy Duke outfit.  I
dropped the coat down my arms and then tossed it over to Kate who just
stood there watching for the moment, her eyes fixed on me the same as all
the others in the room.  Standing there in my heels, short shorts and
revealing top I started to sway to the music, running my hands over my
outfit and then up my legs and between them.
   For the first few songs, it was just showing off a little, not revealing
anything or doing anything terribly naughty.  It was something you had to
learn with experience, when to move on before they got bored or overly
anxious without going TOO fast and doing the entire act in fifteen minutes.
Sometimes, I could go half an hour without removing anything if they were
into it while other times I cold sense they were hungry for more from the
outset and had to start stripping even half-way through the first song.  I
motioned for Kate to take off her coat and it was funny to watch the
reactions from the guys.  She was likely at least ten years older than any
of them and even in her conservative PTA outfit they still seemed to be as
interested in her as they were in me!
   For the time being, Kate stayed to the side, acting the part of the
concerned mother keeping an eye on her slutty daughter.  Don had offered
her a beer which she declined, but then he brought out a bottle of cheap
white wine (screw-top) and a glass, which to my surprise she accepted.  She
poured her own drink and started sipping on it as she watched.  I'd never
seen Kate drink before and I wondered if she was use to wine or just trying
to overcome her nervousness with some cheap "confidence".
   All the guys had taken a seat by now, forming a semicircle with the
groom in the center in a stiffed chair with the others on folding chairs.
There wasn't that much furniture in the basement other than a ping-pong
table, pool table, and a couch that looked like a refugee from Goodwill
over by the TV.  It was a little chilly being a basement but nothing too
uncomfortable.  Dancing kept me warm anyway and it actually worked out
rather well the way they were seated because my back was never to any of
them.  Kate seemed to prefer standing up and she kept behind me and to the
side, her arms crossed, playing her role as the vigilant mother to the
hilt.
   Leaning over the groom so he got a good eyeful of my bosom, I slowly
untied the blouse.  Being it was already unbuttoned, once the knot was out
it fell to the side, revealing my bra underneath.  It wasn't like they
didn't know it was there as it was plainly visible through the sheer
blouse, but now there was nothing at all in the way which made it better
for them to see.  Slowly the blouse came off and I tossed that to my "mom"
as well.  Soon the shorts followed, after taking what must have seemed
forever to them to drop from my hips to my ankles.  The thong didn't hide
much of anything, well nothing really from the rear and about all it did up
front was prove I had to be totally shaved as it barely covered my pussy
slit.  As I worked the room, a few guys started to reach out for my bare
butt but for the moment, I playfully swatted them away and moved on to the
next guy when they tried too hard.
   Of course it wasn't too long before they wanted more.  While I wasn't
ready yet to take anything else off, that didn't mean I couldn't tease them
a bit more.  Using one hand over my pussy, I used the other to pull the
thong to the side so my hand was flat against my bare skin.  Mmmmm, I was
pretty wet and it was tempting to give them the show I knew they wanted,
but I'm a professional!  It was the classic pussy tease - they KNEW nothing
was covering it but my hand was hiding it from sight.  One little slip,
they had to be hoping, and they would get to see my pussy, as if they
hadn't already seen more than most men ever would.
   Sliding my thong back in place, it was time to play with my boobs for
them.  Reaching under the lower lip of the cups, one with each hand, I
lifted them up and over my boobs, replacing the material of the bra with my
hands until the only thing hiding them from view were my palms and fingers.
I squeezed them and it felt good to press against my hardened nipples. 
Like I'd done with my pussy tease, each of the guys got a close-up view and
for a brief moment I would let my fingers part just enough to reveal one of
my nipples and then poof, it was out of sight again.
   Meanwhile, Kate was still watching me.  She had a thin smile and I
wasn't sure exactly how to read her.  She was probably wondering when she
would get involved but I had it all planned out and she wouldn't be waiting
much longer if things went according to what I had carefully worked out
ahead of time.  Pulling my bra back down and pulling it down in place, much
to their obvious chagrin, I went to standing in front of each one, my legs
spread apart as I faced away from them and then reaching down to grab my
ankles.  I could feel the thong stretch and pull up between my pussy lips,
virtually disappearing from view as it revealed my shaved pussy to each of
them in turn.  Legally I wasn't nude but try telling that to the guys
staring at my pussy!
   Of course the groom got the best show and this time when he reached out
to grab my ass, I didn't push him away.  Instead, I called out to Kate,
"Mom!  He's trying to grab my ass!"
   It was Kate's cue and I hoped she would pick up on it.  Thankfully she
seized on the opportunity and moved forward as if to protect me.
   "What do you think you're doing to my daughter young man," she scolded
him, almost convincing ME she was really my mom!  The poor guy didn't know
what to say as his hands instinctively pulled away from my bare butt.
   "Well I guess I'm just going to have to give you something else to think
about so you won't molest my daughter," Kate went on.  OK, so the line was
a stretch, totally unrealistic and way overboard but what the heck, this
wasn't Broadway.  Besides, I had to give Kate credit for coming up with it
on her own.  My "mom" was making me proud of her!
   "Mom!" I exclaimed, as if I was shocked at what she was insinuating,
"Don't you dare!"
   By now Kate must have downed at least a couple glasses of wine from what
I'd seen, maybe more as it was hard to tell the way she tended to refill it
constantly.  In any case, she was definitely a little less sober than when
we'd arrived and she had this quirky smile on her face that I hadn't seen
before.  She winked at me and finally took off her coat, revealing the
"soccer mom" outfit.  It was a basic beige skirt, hose, and a ruffled
off-white blouse with long sleeves.  The heels were higher than what she
would have normally worn, but that just added to the erotic look.
   "So what do I have to do to keep you guys off my daughter?" she teased
them, getting into it a lot faster than I had ever expected.  Heck, if I'd
known a little wine would loosen her up this quickly, I might've shared a
few bottles long before now!
   "Take it off!" one guy offered.  "Strip!" was the simple response from
another.  All of them were suddenly focused on Kate, even though she was
fully dressed while I stood to the side in nothing more than heels, a
barely visible thong and a bra without so much as a mention!  It's weird
how guys react sometimes, but quite predictable.  It's what they haven't
gotten yet that they want and in this case, they wanted Kate to "give in"
to them.
   Kate huffed, as if exasperated by their response but she started to
unbutton her blouse, slowly going from one button down to the next.  It
parted just enough to reveal her teddy underneath but not enough to really
show off anything.  Leaving it on, she moved to the zipper on her hip for
the skirt and slowly pushed it down until her skirt loosened up enough to
drop on its own to her ankle.  Every eye was focused on her as she stood
there in heels with the blouse barely covering the teddy that was now being
revealed underneath.  She left the hose on, at least for the time being.
   "Enough?" she asked, as if THAT answer was a mystery.  Of course the
response was a collective, "NO!" and I could see in her face the joy that
comes from knowing men want you.  They all craved her and were desiring her
and she KNEW it.  Even if they couldn't have her, to know that they would
do almost anything to change that was enough to boost even the most shy
girl's ego and I could see Kate was responding to their appreciation for
her.
   I walked up behind her and slowly pulled the blouse off her shoulders
and down her arms until she was standing their in nothing but the sheer
teddy.  The panties were black and just as sheer, enough to see the dark
thatch of pubic hair she had decided to keep.  Her ass, while not as tight
as mine, was still looking pretty damn hot and several times guys would
reach out to her as she made the rounds, trying to get a feel.  She learned
quickly from me, pushing them aside with a smile and a wink at time.
   By now the hour was up and so was my "contract".  Actually, they'd
gotten more than what was bargained for as there had been no discussion of
my "mom" coming along and stripping down to her lingerie.  I leaned over to
Don and quietly whispered that it was time for us to go.  Rather than
actually leave, though, I waited for the inevitable request and Don didn't
disappoint me.
   "Oh come on, can't you guys stay any longer?" he pleaded.  I grinned and
responded, Well Don, I guess anything is negotiable...  and I do mean
ANYTHING.  What did you have in mind?" Of course I already knew what he
would want but it was important that the suggestion come from him to
protect me.
   "Strip?" he asked tentatively.  I whispered to him what it would cost
and his eyes widened.  I just shrugged my shoulders and acted as if I was
going to leave when he grabbed me by the arm and pulled me back.
   "That's for both of you, right?"
   "Well, it's OK with me but it's up to my mom what she does."
   Basically I was offering to strip myself but leave it up to Kate what to
do.  Don dug into his wallet, came up with the cash (amazing how guys
always seem to have it ready at these parties), which I quickly transferred
to my coat pocket with as little fanfare as possible.
   "So are we leaving?" Kate asked, not having heard my discussion with
Don. I explained to her I would be doing a bit more first and she could do
whatever she wanted - even strip down more.  She shook her head and
retreated back to her wine bottle to watch the show.  I could have sworn
the bottle was full when she was given it and now it was down two thirds of
the way and she was still working on it.  She didn't seem to be drunk yet
so maybe she hadn't drunk it all herself.
   "OK guys, I'm told you all want a bit more," I announced as the music
continued.
   Without dragging it out, I stripped off the bra and thong, handing them
to Kate who just stared at me with her eyes wide as I stood there in
nothing but heels and makeup.  Things began to heat up now as I worked the
room, wiggling my bare ass and boobs in their faces, grinding my bare
bottom on their laps.  It was obvious they were aroused as hell from the
bulges I could feel when I sat down.  At first I kept their hands at bay
but over time, I started to let them get away with a little more and then a
little more.  First it was just my legs and butt and eventually I let them
fondle my boobs and even get close to my pussy, but not IN it.  Once again,
I decided to see if my "strategy" to get Kate involved would work.
   "Mom!  He's trying to put his finger inside my pussy!" I whined to her
when one guy got especially rambunctious.
   Kate was sipping from her wine glass and I could see the look in her
eyes as she realized what I was insinuating.  It was decision time for her
- to strip to not to strip.  I was sure that had I just walked over and
asked her that she would have declined but now, with everyone looking at
her expectedly, seeing the lust and anticipation in their eyes, it was a
different story entirely.  She had to see that they WANTED her, just like
she wished her husband would.  These men, none of whom had never seen her
before, CRAVED her body, like she wished her husband would.  Everything
that had so frustrated her in the past was now available to her.  Under the
circumstances, how could she say no?  I knew she couldn't in this
situation, which was exactly why I had maneuvered her into it.
   Kate set the glass of wine down and rolled her eyes, as if to say, "The
thing I do for my daughter!" Then she actually DID mutter it, just loud
enough for everyone to hear which set up a burst of laughter.  Kate was
doing great, playing the "mom" role to the hilt as if she was a
professional.  It was all quite convincing, well at least if you buy into
the classic porn clichés and set aside any common sense.
   As for me, I decided to keep a seat on the groom's lap.  He had his
hands planted firmly on my bare hips but I could tell his concentration was
more on Kate now than me, even though I was sitting there naked as could be
on his lap.  Meanwhile, Kate was standing in the center of the semi-circle,
looking more than a little nervous which was actually the most erotic she
could be for this group in her role.  She really DID look like a real mom
who was doing this for the first time.  The ironic part was, it WAS her
first time but these guys probably figured it was just a good show.
   There were definitely two camps in terms of what they were hoping for
next.  A couple of the guys were calling out for her to take off her
panties while the others wanted the bra to drop first.  It was a classic
dilemma every stripper faces - boobs or pussy first?  For some guys,
nothing is greater than a topless girl while others get turned on more by
the bottomless look.  It was something you couldn't predict beforehand but
just had to make a judgment call in the end.  In this case, however, it was
Kate that would make the final choice based on HER comfort level.  It was
no surprise to me to see her toying with her bra to start with.  Most girls
I know, if they HAD to expose themselves, would go topless long before
bottomless.  It's like boobs are "normal".  Strip clubs go topless but keep
the panties on.  Beaches are often topless but still require bikini
bottoms. Movies can show breasts and get a PG-13 rating but pussies are
still off limits.
   "Take it off!" one of the louder ones called out.  I wanted to yell at
him as such behavior was NOT helping.  Kate was nervous as it was and for
them to treat her like a whore was NOT the attention she wanted.  She
wanted to know men appreciated her, even lusted for her but it was in
context of affirming what her husband refused to do for her, not to become
a slut or a whore.  She looked at me and I tried to give her the warmest,
most encouraging smile I could.  I silently mouthed to her, "Go for it!"
which seemed to calm her down just enough to keep going.
   The bra straps dropped from her shoulders to her elbows and she worked
her arms out of them, leaving her bra pretty much in place but in a
precarious situation.  Then she slowly pulled down the cups, one with each
hand, until her nipples were on the verge of being exposed and then she
retreated and pulled them back up again as if she was having second
thoughts.
   "C'mon mom, show us your tits before we fuck your daughter!" the loud
one called out again.  There's always one, isn't there?
   Kate just ignored him and again slowly pulled them down until they
flopped off her boobs and dropped to her lower chest.  In a move crafted
after decades of practice, she twisted the bra around bring the back to the
front where she undid the clasps and tossed the bra to her side.  For a few
brief moments her beautiful boobs were on display but then she hid them
behind her hands, like a girl caught in the shower.  She looked at me as if
she wanted the OK to go further and I just nodded imperceptibly, giving her
my "permission" to proceed.  With that she dropped her hands from her boobs
and just stood there, beautiful in her partial nudity, standing there as if
she didn't know what to do next.  Well, the guys certainly knew what THEY
wanted and weren't afraid to tell her.
   "Nice rack!" one said in appreciation of her assets.  "Hey, are those
real?  Let me check `em out!" another said.  It seemed to jar her back into
motion as she strolled slowly around the five of them, pausing in front of
me while I reached out and tweaked her nipples, something she hadn't
allowed the guys to do.
   "No fair!" the complaints arose, "Why does SHE get to touch them and we
can't?"
   I took advantage of the opening and stood up next to Kate, putting my
arm around her bare waist, resting my hand on her hips while allowing my
fingers to reach just inside of the side of her panties.
   "There's LOT'S of things mom lets me do you can't," I teased them.  Kate
looked at me with that, "What the hell are you doing NOW?" glare but she
didn't seem to be resisting me either.  I leaned over and started to suck
on her nipple, tugging on it between my teeth and then sucking it hard in
my mouth while my tongue played with the tip of her nipple.  At first Kate
tensed up but then between the alcohol and the feeling of my mouth on her
breast, I could hear her sigh audibly, as did the rest of them as well.
   "Oh yeah, now THAT'S what I'm talkin' about!" Don called out, "Now tell
me, do I know how to pick the entertainment or what?"
   Kate was letting me take the lead so I stood behind her and put one hand
on each hip, hooking my fingers in her panties.  Then slowly, with as much
flare and tease as I could, I lowered her panties down to her ankles where
she gingerly stepped out of them, leaving her with just her hose and heels
on to compliment her smile.
   "You look GREAT!" I quickly whispered in her ear as I stood back up,
tossing her panties to the groom this time.  To the delight of his
comrades. He held them to his nose and took in a big whiff of Kate's crotch
odor.
   "Oh yeah, smell that mommy cunt!" one of the them encouraged the groom,
"It's the last one you'll be smelling besides Amy's for a LONG time!" I
assumed Amy was his fiancé.
   I moved over to Don as my mom gave the groom an up-close and personal
view of her naked body.  She still wouldn't let him touch her but she
dropped her boobs right in front of her face.  It was an amateur mistake
and before she could react, he rushed forward and sucked on her nipple for
a second before she could pull back.  She took it well though, playfully
smacking him on the side of the face and calling him a naughty boy. 
Meanwhile, I'd taken a seat on Don's lap and I could feel his swollen dick
pressing against my bare bottom through his jeans.
   "Well, you got us nude so it's time to go," I warned him, "Hmmmm,
somebody doesn't seem to want to see us leave though!" I reached under me
between my legs and playfully planted my hand over his dick.  I could feel
the warmth through his jeans and it was like a steel pipe was hidden away
under there.  Ribbing it through his pants, I was sure he was getting my
not-so-subtle invitation.
   "Oh god....  how much?"
   If he was surprised at the last demand, this time he must have totally
shocked but I pressed down on his dick again and he just stuttered before
answering.
   "Let me check with the guys," he said quickly, motioning to the others
to gather around.
   "What's the story, I thought this was all we would do?" Kate asked me as
the guys huddled.
   "Well, I think they want me to provide some special services, I guess
you could say," I tried to explain without getting TOO graphic.
   "You mean SEX?" she gasped, "Oh no, not me Kelly.  I told you I can't do
that."
   "I never said anything about YOU," I corrected her, "You can watch but
you don't have to do anything you don't want to.  Besides, didn't you say
you wouldn't get nude either!"
   "Well, that doesn't mean means I will have sex with them!" she said
firmly and I believed her, even if she WAS on her fifth glass of wine and
was pouring out the last drops from the now empty bottle.  The way she was
going, it wasn't as much a question of would she or wouldn't she, but more
of would she pass out before anything COULD happen?
   Meanwhile, Don was back, a grin on his face and his hands holding a wad
of money.  Once again, it's just magical how money can just appear when the
penis gets hard enough!  "It's a little short but it's all we got unless
you take a check."
   I almost laughed but that would have been embarrassing and rule number
one - never embarrass the client.  OK, maybe it wasn't number one but it
was a top ten for sure.  Like I would take a check!  I counted it and they
were only a hundred shy so I figured what I had was better than nothing
since I was there already so why not?
   "OK, here's the rules," I said, moving in front of them with the music
off for a moment.  All you could hear were the moans and cries from the
porn video that was still going, I guess it was an appropriate backdrop for
the situation.  "First, everything stays HERE - nothing private or alone.
Second, all or none.  I mean that if you want something, all of you have to
be willing to do it with me or none of you do.  Third, stay out of my ass -
PERIOD.  Last, mom just watches - hands off her, are we clear on that?"
   They were simple but important rules.  The first two were for my
protection with the first being obvious.  Going off alone to a private room
with a drunk horny guy was a recipe for disaster, so that one was obvious.
The second was not so much to be naughty, although it can lead to that
especially where the groom is concerned, but again it was for my protection
as usually if someone wanted something REALLY kinky, not everyone would
agree to doing it so it tended to keep things on a more even keel.  As for
my ass, anyone who knows me knows how I feel about that.  Lastly, I wanted
to be sure Kate wasn't pressured into anything she wasn't ready and willing
to do.  Sure it would be sexy as hell to see her getting down and dirty but
I wasn't counting on it.
   They gave my rules all the deep thought you give that disclosure
statement when you install software - none.  They were drunk and horny as
hell and their dicks were doing the thinking now for them.  They weren't
sure what was going to happen next so I made the first move.  It was the
least I could do considering the amount of money they had just "invested".
Of course, the first one to get my attention was the groom.  No sense
wasting time so I just leaned down and undid his pants, then reached in and
pulled out his dick, or more accurately speaking, freed it from it's prison
as it pretty much sprung out from his pants like a jack-in-the-box. 
Looking back at Kate, who for the first time seemed to grasp that I wasn't
just teasing but was really going through with this, was staring at me,
reminding me a lot of the first time I had masturbated in front of her.
   "There we go!" I heard one of the called out as I took the groom's dick
in my mouth and proceeded to give him a blowjob he wouldn't soon forget.  I
bet his fiancé didn't suck his dick nearly as good as I did.  Of course,
odds were his fiancé hadn't sucked a tenth the number I had, probably much
less than that and as my dad always told me, practice makes perfect.  As
drunk as the groom was, his dick was still hard as a rock and I loved
having the audience as well as I kneeled down, keeping my mouth clamped
around his dick the entire time.  Now that I was more comfortable, I bent
over him and shoved his dick into my throat, pressing my face and nose into
his hairy crotch was his entire dick disappeared into my hungry mouth.
   "Fuck, look at the bitch take it all!" someone complimented me, at least
that's how I took his comment to mean.  Meanwhile, I started to play with
myself, FINALLY touching my clit after having ignored the poor thing until
now and it let me know how much it missed my attention.  I was soaking wet
and between the feel of his dick in my mouth and my finger pushed up inside
my pussy, I was already about to cum!
   "Oh fuck it!" the groom suddenly exclaimed and I quickly realized the
source of his expletive as he started pumping his cum in my mouth.  I kept
my lips sealed on his dick, keeping his cum in my mouth while trying not to
let any of it escape.  When he was done, I lifted my head and it was
show-time as I opened my mouth and stuck out my cum-covered tongue for them
all to see.  Once they had seen "proof" that I indeed had a mouthful of his
cum, I made a grand display of swallowing it and then reopened my mouth to
prove to them that I had indeed swallowed his entire load in one gulp. 
Glancing back at Kate, I saw she was just watching, sipping away at the
last few drops of her wine.  It was hard to tell if she was turned on or
just more fascinated in seeing something like this for the first time in
her life.
   I was suddenly surrounded by four dicks all popping from their blue jean
jail, almost poking me in the eye for that matter.  I grabbed two of them
and started sucking on a third but the fourth was left on his own.  I tried
trading off between them, giving equal time to all four as best I could but
it was hard with four of them and just one of me.  I could see Kate,
watching everything intently and a thought came to mind.  It was along shot
but why not?
   "Mom, I can't do them all!  I need you to help me."
   It was a tossup as to who was more surprised, her or the guys.  Kate
looked at me like she couldn't believe what I'd said while the other guys
all looked at Kate, hoping that they HAD indeed heard what I'd said.
   "Yeah, get over her and help your little girl out mom!" Don encouraged
her.  She shook her head violently with an emphatic "No!" that was mouthed
but not heard.  Undeterred, and ignoring my warning about pushing Kate to
do something she wasn't ready for, Don walked over to her, his stiff dick
gripped firmly in his hand until he was right up against her.  As she sat
there looking at me as if asking me what to do now, he lewdly rubbed his
erect dick against her bare hip and belly.
   "What's the matter Mom, don't you want to help your daughter?" he teased
her as he continued to rub the head of his dick against her bare belly.  As
much as she was trying to say no, I noted she wasn't exactly pulling away
from the touch of his dick against her and I thought to myself that if Don
kept pushing just a little more, but not TOO much, that he stood a good
chance of actually getting her to suck him!
   Don was smart, I had to give him that.  I think he sensed that pushing
Kate verbally would be self-defeating so instead, he reached out with his
free hand, took Kate by the hand, and guided her hand to his dick. 
Surprisingly, she grabbed his hard cock, almost instinctively as he let go
of it with his own had.  She just stood there, holding a man's dick, the
first one beside her husband's for what was the probably the first time in
20 years or more, seeming unsure of what to do next.
   "C'mon mom, show your slutty daughter how it's REALLY done!" he finally
encouraged her.
   She didn't say a word but for the first time I could see the effect of
the wine as her eyes sort of rolled and she stumbled to keep her balance.
Then, almost robotically, she dropped to the floor and he pushed his dick
up close to her face.  Everyone else, even me with a dick in my mouth, was
watching her every move.  She just stared at Don's dick to begin with, and
then I saw her lick her lips and I knew it was just a matter of time now.
Sure enough, she closed her eyes and leaned forward, allowing Don's dick to
enter her mouth slowly and then she closed her mouth around him and he
started to stroke it in and out of her mouth.  She took his cock in her
mouth as if she'd been sucking cock forever.  I was the only other one in
the room who knew how many years it had actually been since she had sucked
a dick as I doubt the others would have even believed me if they knew the
truth about Kate's true sexual history.
   One of the other guys moved over to Kate, leaving us each with two dicks
to suck while the groom was left stroking himself, trying to get himself
back in the game.  I feared that with as much as they all had been
drinking, that he might be good for just one shot but if anything, he
seemed to be recovering even faster than normal.  Well, I guess it was time
to up the ante a bit now that all of them had their dicks sucked to one
degree or another.  Standing up, I kept a grip on the two dicks I had
"assigned" to me and backed up between the groom's legs.
   "You don't mind if I sit down on your lap again?" I asked him
innocently, although there was nothing innocent about my intent.  As I did,
I felt his hard dick press against my butt and then slip behind me as I sat
on his lap, pressing now against the small of my back as I planted myself
on his lap.
   "You know, that thing is really in the way....  can't you put it
someplace better?" I teased the groom.  There were a couple of reasons why
I picked the groom to be the first to fuck me - IF he was going to.  The
first was just that, WOULD he fuck me?  It went back to my all or nothing
rule.  Usually if anyone it was the groom that would back out from having
sex with the stripper as he had the most to lose the next day.  Imagine if
his fiancé were to find out just before the wedding he had fucked another
girl?  There was no sense dong the others only to have the groom chicken
out in the end.  Besides, it was just polite to do the guest of honor
first, don't you agree?
   Unlike the majority of grooms, this one evidently had no moral issues
with fucking another girl the night before his wedding as he didn't wait
for a second tease but went straight for the prize.  As I lifted myself up
and off his lap, keeping a grip on the other cocks the entire time, I could
feel him positioning his dick below my pussy hole and then I felt the
familiar pressure of a hard dick head trying to force it's way into me,
like an intruder violating my most private entrance.
   "Hey mom, watch me!" I called out to Kate as I lowered myself onto his
dick.  As horny as I was and as wet as my pussy was, he slide fairly easily
into me, even for the first time.  Kate was alternating between her two
dicks and even as I was starting to be fucked, I wondered if this was the
first time in her life she had ever done two men at the same time before.
   I settle down on his lap, his cock filling my pussy as I slowly ground
my ass into him, resuming my sucking of one cock and then the other.  The
groom was holding me by my hips, rocking me back and forth to keep his dick
moving just a bit inside of me at all times.  God, was this hot or what? 
Here I was being violated by a man who was about to sear everlasting love
to a women in less than 24 hours while I watched a "normal" housewife
degenerate into the slut she was afraid of becoming as she sucked away at
two dicks like she was a pro and had been doing it for years.
   On it went like that for what seemed a long time as the guys would trade
off between Kate and me while I kept letting the groom be the only one to
fuck me.  Between the beer and having just unleashed a load just a short
while ago into my mouth, I was about to give up on him cumming again when
once again he said it.
   "Oh fuck it!" he gasped and this time I knew what was coming just a
moment before my pussy confirmed it as he jerked under me and shot his
second load of cum into me, only this time into my pussy instead of my
mouth.  I ground my ass hard into his crotch, feeling his thick pubic hair
brush against my bare bottom like a soft brillo pad as his dick quickly
shrank within me to where I finally was able to just lift myself slightly
and he flopped out - totally spent this time.
   "So who's next?" I said innocently, like a clerk at the checkout counter
calling for the next customer.
   Don was back with me by then, having rotated a bit earlier between me
and Kate.  He seemed to be the dominate one of the group and as such, the
one who made sure he was the next to have me.  He grabbed me by the upper
arms and lifted me off the groom's lap.
   "Bend over the chair slut and spread `em," he demanded.  Well, I guess
since he paid for it, he could be a jerk but still, it wouldn't have hurt
to be a little nice to me, would it?  Don went straight for it, jamming his
cock in my pussy from behind with little warning, shoving it in to the hilt
in a couple of hard movements and then he was literally buried to the hilt
in me.  Without even taking the time to enjoy the feeling of his dick in
me, he started to stroke himself in and out of me, hard and fast.
   "Damn Kate, your daughter sure has one hell of a tight pussy," he
gloated.  Just as he said it, one of the guys Kate was sucking erupted,
catching her off-guard just as her attention had been drawn to me and
before she could pull back, he emptied his first load into her mouth, with
the rest spraying onto her face and boobs.  From the expression on her
face, I wondered if ANY man had cum in her mouth before then?  Oh well, it
should make for an interesting conversation on the way home, THAT was for
sure.
   One of the remaining guys yet to cum went over to the one Kate was still
sucking and I saw them whispering back and forth but couldn't make out what
they were saying.  Then the one said something to Kate and by now, she just
shrugged, as if giving head to strangers was old-hat for her.  He sat down
on the chair next to the one I was leaning on as Don fucked me, although
more slowly now as he seemed to be as interested as I was as to what was
going on with Kate.  Kate started to kneel in front of him to suck his dick
again but he told her to stay standing up and lean over to suck him.  She
just shrugged, blissfully unaware of what was painfully obvious to me what
his intent was in asking her to do so.  Kate rested her hands on the tops
of his thighs as she leaned over and started once again to take his dick in
her mouth.  Our heads were just a foot or so apart now and she turned to me
and smiled, unable to say anything with her mouth full of dick.  What she
didn't seem to realize was what a tempting target her fine ass was making
for the rest of the guys in the room!
   Looking over my shoulder, my instincts were confirmed.  Unknown to Kate,
the second guy was moving in behind her and sure enough, without warning he
quickly grabbed her butt and spread her cheeks apart and planted his face
firmly in her ass, licking her pussy and asshole.  Kate tried to stand up
to stop him but the guys she was sucking had his hands on the top of her
head, forcing her down on his cock and not letting her stand up.  Then the
guy licking her must have hit the "sweet spot" because suddenly her eyes
widened even more and I heard a muffled "Oh!" as she groaned with her mouth
full of cock.
   In a way, Kate and I were in almost identical positions, at least so far
as out body positions were concerned.  I was bent over an empty chair,
being fucked from behind while Kate was being licked from behind while
sucking on the guy seated in front of her.  The groom, meanwhile, seemed
content to just watch us, stroking his now flaccid cock as he still
masturbated while watching us.  It wasn't long before our situations became
even MORE similar, much to Kate's surprise.  The guy licking her pussy
suddenly stood up and once again, her lack of experience showed as before
she could react he slipped his rigid dick in her now well-lubricated pussy.
   "You can't fuck me!" she cried out, jerking her head up so violently he
couldn't keep it down in his lap unassisted, "Nooooo!"
   Between the two men though, she was unable to get away and with his dick
now all the way in her, what was done was done.  Whether she wanted it to
not, she was being fucked by someone other than her husband so in my head,
I was pleading with her to enjoy the ride!  Although I doubt my powers of
telepathy are all that great, it was like she heard me as she stopped
struggling and seemed to accept what was happening to her....  and then
enjoying it.
   "Oh god yes...  fuck me," I was shocked to hear her panting, "Mommy
needs to be fucked SOOOO bad." The best part one, unlike some of the things
I was saying as I was being fucked, I knew what Kate was saying was REAL,
coming from her heart, not her brain.
   It must have been enough to get Don off as he was fucking me as he
started to cum in me and then pulled out and sprayed his remaining cum over
my butt and back.  Crap, why couldn't he just stay inside of me as now I
had a mess to clean up.  For a brief moment I wondering just what men get
out of doing that?  Why not stay in me and shoot it in my pussy where I
wanted it?
   Then it was Kate's turn to take a load.  Her guy was groaning loudly as
he pumped one shot after another of his cum into her and I hoped she had
some form of protection, even if the odds of her husband fucking her at any
given time were nil..  Oh well, that was her problem, not mine.
   That left two to go and I was surprised, if not a little miffed, that
both wanted Kate rather than me!  The Mrs.  Robertson syndrome strikes
again!  I guess you cold say that I am at that "tweener" stage, too old to
be the teenage "young girl" that guys loved to fuck back when I was younger
but not old enough to qualify yet as a MILF.  Oh well, I wasn't
complaining. If anything, it gave me the opportunity to sit back and enjoy
the show as I played with myself as I watched Kate sink deeper and deeper
into her newfound depravity.
   The next guy was on his back on the floor rug, motioning for her to take
a seat on his dick which she readily took advantage of, straddling his hips
and leaning over him, allowing her pendulous boobs to drop into his face as
she mounted his hard dick.  I played with my cum-filled pussy as I watched
the craziest scene I had seen in ages unfold before me.  I NEVER would have
dreamed that Kate could go crazy like this.  It was like someone had opened
the flood gates and all the pent-up emotions and sexual needs that had
built up over the years of neglect from her husband were suddenly flooding
out of her all at once.  She was calling out for them to fuck her harder,
saying nasty words and being as dirty mouthed as your finest whore, things
I hadn't even realized were in her vocabulary.
   By the time she'd gotten the last one to unload in her pussy - her third
load of cum and all of them in her pussy, I had gotten myself off as well,
sort of a final touch to the evening so far as I was concerned.  It was
unusual for me to have the chance to cum at these parties as my energies
were largely focused on meeting the client's needs and my "performance". 
If course, that meant faking some pretty spectacular orgasms but it wasn't
that easy to cum under these conditions so having some :"me" time to get
myself off was like a bonus for me.
   Then, just like that, it was over.  It was like some sort of silent
alarm went off and everyone just stopped and seemed to agree that we were
done.  The guys had all come and for men, that's what counted.  Kate was
left kneeling on the floor, her face flushed beet red after what I had
counted to be at least three orgasms, maybe more.  She put her hand down to
her crotch, bringing it back up covered with the mixture of cum that was
dripping from her well-fucked pussy, looking at it like it was some alien
substance.  It was almost like in her drunken state that she didn't quite
understand where it had come from and what it was doing coming out of HER.
She had a dazed look on her face, a combination of being fucked hard too
much wine.  I gathered our things and found a bathroom where I tried to
clean the cum from her as best as could while she just sat on the toilet
seat, her eyes raising back into her head as her head bounced around like a
bobble doll.  God, all I was hoping was that she wouldn't pass out, or get
sick and puke all over my car on the way home!  I washed off her face and
tried to comb out her hair.  Forget the underwear, I was lucky to get her
skirt and blouse back on but fortunately her jacket would hide most of it
anyway.  After I was dressed, I put on my coat and we headed out back
through the front door again.
   "Hey Kelly, that was great!" I heard behind us and turned to see Don
waving goodbye.  Then he seemed to want to ask something and finally he got
the nerve to ask, "So tell me something, is Kate your REAL mom or was that
just an act?"
   I just grinned at him, not answering him but leaving him to wonder,
maybe for the rest of his life, what the REAL story was.  Well, it was
close as after all, she WAS a real mom and married woman.  She may not have
been MY mom but did that really matter?
   Just to close this out with the aftermath.....
   I somehow got Kate home and in bed without alerting her family as to her
"condition".  From what she told me later, she slept in until noon the next
day and just told everyone she had a "bug" and wasn't feeling too good -
enough incentive to not have to get too sloe to anyone for them to smell
her until she had time to shower and clean herself up.
   It was at least a week before we had the chance to get back together
again and I could tell she was torn about what she had done.  On the one
hand, she was aghast at what had happened and was feeling guilty as hell
about committing adultery, especially in such a wanton, slutty way.  On the
other hand, she said she no longer felt "unattractive" when her husband
ignored her as she knew now that at least there were a few men out there
were more than happy to fuck her again if they ever got the chance.
   We never even discussed the possibility of a repeat performance.  I
didn't have to be hit over the head with a blunt object to recognize where
Kate was at with regards to such a thing.  It was a one-time thing for her,
something to be ashamed of yet at the same time, something she would never
forget.  There was no need for her to repeat it though.  Kate was a loving
and loyal wife and I just hope that someday she'll look back at our months
together fondly and perhaps thank them someday for helping her out.
   After all, isn't that all any mentor really asks for?
   THE END
  
20090320 Mentoring