Subject:     Mentoring
Story Codes: MF FF MMF F-solo group oral exhib
Diary Date:  April 2, 2009
Author:      Kelly <pghpa_girl@yahoo.com>

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                              !!!WARNING!!!!

This file contains sexually explicit material which may include graphic 
depictions of underage, nonconsensual and unprotected sex as well as 
incest, adultery, sodomy and bestiality.  It is distributed on a website 
clearly identified as "For Adults Only".  Possession by a minor is 
strictly forbidden.  If you are not legally empowered to be in possession 
of such material, do not read it and delete it immediately.

This work is copyrighted 2013 to the author. It may be posted to non- 
commercial "free" sites, or in the "free" area of commercial sites so 
long as no changes are made to the content and the Author information is 
retained.   Any other use of this work is by written permission of the 
Author only.

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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 risque 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 Kristen who made a 
career doing things of that sort.  

In my mind, I'm 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, "Ummmmm...," 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 
naive 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 an 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 eighteen years now."

"Kids?"

"Two - boy sixteen and a girl fifteen."

"Ummmmm, 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 clean up 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".  Hmmmmmm, 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 naive 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 
then 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?" 

Kate's 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, Kate 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 four 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 all 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.  
"Noooooo, 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 you 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, "Uhhhhh, 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 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.

"Ummmmm, 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 twelve 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 could 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 was 
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 from 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 turned 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 lying 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 used 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 was 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.  Mmmmmmm, 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 its 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 bit 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 supposed 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.  "Noooooo, 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 risque 
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 her 
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 other's.

"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?"

"Ohhhhhhhhh, 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 
could 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.

"Noooooo, 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.

"Ohhhhhhhhh 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.  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, "Even if 
you were, it's not a disease you know.  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, ninety percent of men admit they masturbate 
regularly and the other ten percent 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 they 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 fifty-fifty 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 naive 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 naive 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 cliche, 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 maid, 
naughty nurse, etc. were more for individual performances as I almost 
always worked solo unless my cousin Kristen 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-and-switch 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 into 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 Kristen, 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 turned 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 rang 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 Wal-Mart 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.

"Ohhhhhh, 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 fiance 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 could 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.  Mmmmmmm, 
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 there 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 cliches 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 fiance.

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, "Hmmmmmm, 
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 its 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 fiance didn't suck his dick nearly as good as I did.  Of 
course, odds were his fiance 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 a 
long 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 twenty 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 fiance 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 its 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, "Noooooo!"

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 could 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 close 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

  

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