Mom at the Roxy
By ppcummings

This is a work of erotic fiction, and is not intended for viewing by anyone under the age of 18. All characters and events portrayed in this story are fictional, and any resemblance to actual persons or events is coincidental.

"Mom at the Roxy" (FM, FMM, FFM, voy, inc) is an erotic story about a college student who, although he has a normal and satisfying relationship with a beautiful fellow student, has an inescapable thirst for sexual exploration.  This leads him to a world of erotic discovery at an adult theater, where he is introduced to the steamy world of voyeurism and no-holds-barred public sex.  His world is turned upside down when he realizes that his divorced Mother has a similar kinky side...

Comments and helpful criticism are welcome, and may be emailed to ppcummings@hotmail.com.

__________

Mom at the Roxy
By ppcummings

I leaned back in my theater seat as the woman gently maneuvered my cock through my open fly.  Through my half-closed eyes, I watched as she formed her thumb and forefinger into a circle and delicately stroked up and down my prick.  It was semi-erect, but quickly growing hard in her expert hand.  In the gloom of the movie theater, I could just barely discern a large diamond solitaire and wedding band on her ring finger.  The soft hairs on her forearm lightly tickled my hand, which was tightly clutching the armrest next to her.   

I peered at the woman out of the corner of my eye.  She was sitting in the seat to my immediate right.  Like me, she was hunched down in the red vinyl seat, and her legs were spread slightly. She was wearing a rather snug light blue dress, which was fastened in the front by a line of white buttons that extended from top to bottom.  Her large bust strained against the tight dress, which appeared to be about a size too small for her.  Gaps were forming between the buttons, through which I could see a white bra.

She was a bit overweight, and her makeup was applied a bit too thickly, I guessed to cover the fact that she was past her prime.  All in all, though, she wasn't unattractive.

I glanced farther to my right, to her husband reclined in the seat next to her.  His bright eyes were glued to the erotic scene.  I wondered to myself how often his wife did this.  How often does she give handjobs to complete strangers in porno theaters?  I guessed their age at maybe 45.  I assumed that this was one of the few thrills left in their marriage.

The woman continued to fervently stroke up and down my now throbbing erection with her soft fingers.  Her touch was delicate and ticklish, soft enough to prevent me from reaching an orgasm too quickly, yet firm enough to maintain a high state of arousal.  

Damn, I was glad I had found this place!  Roxy Video, one of countless porno shops in Southern California.  I had been in many such shops, rented videos in a few, but none were quite like this one.  Roxy had a small X-rated theater that seated somewhere around 100 people.
  
I laid my head against the back of the seat, closed my eyes and reminisced back a couple of months, to the first time I had paid the $10 fee and wandered into the theater.

The first time I went, on a weeknight, I wasn't too impressed with the place.  The movie was pretty good - lots of kinky sex and not much idiotic dialogue, but there were about half a dozen masturbating men scattered throughout the theater, and most of them seemed to be checking me out.  At 21 years old, I was by far the youngest guy in the crowd, and it seemed that they were more interested in me than in the hot video playing on screen.

It occurred to me that the guys probably were there to pick each other up.  Sure enough, after about half an hour, a couple of young men down in the front row apparently made eye contact, and one of them got up and sat next to the other.  Before I knew it, one of them knelt on the floor - looked like we had a little gay blowjob action going. I'm okay with that whole thing, but it wasn't really my scene, even though I've gotta admit it was pretty erotic.  I wondered though, if couples ever went there, and I vowed to go back, maybe on a weekend, to find out.

I went back a week or two later, this time on a Saturday night. When I first walked in, there were about 10 guys.  Well, that hadn't changed much.  But before too long, a slim, blond-haired babe and her boyfriend/husband slunk in and seated themselves in the middle of the theater.  Instantly, the whole atmosphere of the place changed.  Within minutes, several of the guys got up and moved to within three or four seats of the couple.

I half expected the guy to chase them off, but he didn't - apparently he and his blond escort were there to see and be seen like everybody else.  I wasn't sure what they had in mind, but I was tempted to go over and join the gathering crowd of voyeurs.  I decided to stay put, though, and watched the movie with one eye (it was, after all, a hot babe getting fucked in the ass by a hung stud - my favorite scene) and the couple with the other.

Sure enough, before too long, the blonde's head disappeared from view below her seat back, presumably to wrap her mouth around the guy's dick.  Their small audience visibly perked up, and they openly gawked at the spectacle.  The guy was totally uninhibited by the whole thing - he just casually kicked back to watch the movie while receiving the blowjob.  I was sporting a throbbing erection and had almost worked up the courage to go over and check it out, when the blonde's head reappeared.  She and her partner casually got up, straightened themselves, and left the theater.

I had been to the Roxy about half a dozen times since that first visit a couple of months ago, and I'd seen a lot of hot action.  Plenty of couples showed up on weekends, and almost all of them ended up having sex. They weren't all necessarily very attractive, and some of them were well beyond middle age.  It didn't really matter to me though - the whole scene was just so fucking hot!  I got to see blowjobs, handjobs - one couple even fucked right there on their theater seat.
 
The best visits, though, were the instances when the couple would sit near a guy, or invite a guy over to join them, and the fellow would hit the jackpot and feel up the woman or become the lucky recipient of a blowjob.  Often, the small crowd of spectators that were drawn to the scene copped a feel of the lady while she administered to the guy.  

Usually I masturbated to the sights and sounds as I watched the debauchery.
Most of the other single guys did too, at least those that weren't sucking each other off.  I've gotta admit, with how horny the place made me, that it was tempting to let some young stud give me a blowjob, just to get off by something other than my own hand.  I could never quite bring myself to do it, but it would have been easy to arrange. 

I was always amazed by the fact that no one ever seemed worried about being busted by the cops for indecent exposure or something.  One time the theater owner came in and chewed everybody out, and told them they'd all be sorry if the cops closed him down.  He said something about getting a room if they wanted sex.  I figured he must have been talking about a motel or something - only later did I understand what he was talking about. 

The last trip to the theater had been the best.  On that occasion, two couples arrived together and took four adjacent seats in the row directly behind me. The first couple was middle-aged, but attractive.  The second couple was about my age, say 20 or 22 years old, and hot.  Within minutes of sitting down, the two ladies began kissing each other while their hubbies (and me) watched.  

I, along with a guy in my row and two seats down, watched in amazement as the older woman pulled the girl's halter top over her ample boobs and began caressing them.  Soon, she bent down to begin sucking on one of the girl's pink, erect nipples.  The girl sighed and leaned her head back against the theater seat as her friend stimulated her gorgeous tits.

The woman continued to lick and suck on the girl's nipples.  All the while she stared at me with her big brown eyes, as if to taunt me.  "Look what I have, and you don't," is what she seemed to be saying.  

The girl, who was sitting directly behind me, was idly stroking the older woman's brown hair.  Her long eyelashes fluttered as she reveled in the stimulation being applied to her tits.  Her male friend, meanwhile, began to caress the inside of her tanned thighs.  The short white miniskirt she was wearing did nothing to hide her beautiful legs.  Gradually, her knees opened to allow him access to the hidden treasure between her legs.  My attention was focused on the unfolding sight.  The darkness of the theater prevented a good view, but I could get quick glimpses past the man's roaming hand up her skirt whenever the theater screen brightened.

Soon, a particularly bright and lengthy scene allowed me a full view up her skirt.  Her knees were now two feet apart, and the man's hand was eagerly stroking the vee between her legs.  I realized with a start that she was wearing no panties - I could see the man's fingers rubbing her pink pussy lips.  Below his probing fingers, I could just make out the crack of her ass.

The scene darkened, and the quick flash was again hidden from view.

The older woman interrupted her tit licking and sat up in her seat.  She whispered something to the girl - something about getting a private room.  The two couples had a quick consultation, and soon, they got up and left the theater.

"Damn!" muttered the guy next to me.  "I wanted to see more...that was hot shit."

"Yeah, I know," I whispered woefully.  "Er, do you know what they were saying about a private room?"

"Oh, there's about 5 or 6 private rooms down the hall.  They rent out for like twenty bucks an hour.  There's a VCR and a couple of couches in 'em.  I think most of 'em have gloryholes between 'em too.  Hot stuff, but they don't rent to single guys, just couples."  

He gave a low chuckle.  "A couple I met here in the theater brought me back to a room once.  I fucked the bitch in the ass while her hubby fucked her cunt.  Pretty wild."  He sighed.  "I don't know if I'll get that lucky again."  

Yes, that last trip to the Roxy was awesome.  I loved this place - and the raw sexuality that was put on public display.  I can get plenty of "normal" sex.  I'm not a bad looking guy - I go out with women, and have great sex with a few.  I've been seeing a fellow college student named Angie who would satisfy every sexual desire of most men.  The thing is, I have an incredibly high libido, and I'm into kind of kinky stuff, especially voyeurism. 

I'd yet to meet a girl who was into that kind of thing.  Angie was a possibility, but I was still working on finding the limits of her willingness to experiment.  In the meantime, the Roxy provided me with a great outlet for my wild side.  I guess I'd be mortified if Angie or any of my friends knew that about me, but I wasn't too worried about it.  Southern California is a big place, and the chance of being discovered was pretty slim. 

I was brought back to the present by the sound of a sharp gasp from the woman in the seat next to me.  My eyes opened, and I realized that a lot had happened while I reminisced.  She was slouched down a bit further in her seat, and her legs were splayed open to the delighted gaze of a gray-haired man sitting directly in front of us. 

The lowest buttons of her blue dress had been unfastened, and the front of the dress was now gaped open past her crotch.  Her wiry brown pubic hair was plainly visible, thick and bushy in the vee between her legs.

Her husband gently stroked her furry pubic mound with his left hand, as she continued stroking up and down on my cock.  She opened her legs even further to allow him full access to her hidden charms, even going so far as to hook one of her slightly pudgy thighs over my own leg.  The invitation was clear, and, with my right hand, I began caressing her inner thigh, while her husband continued to feel up her pussy.

She was moaning softly next to me, clearly eating up the attention being paid to her body.  Her breasts heaved against her clingy dress.  Through all of this, my lady friend didn't miss a beat, and she continued the relentless stroking of my erection.  My cock was an angry purplish-red and steely hard.

Her husband unfastened the top buttons of her dress, leaving only three or four pearly buttons to prevent the dress from gaping completely open.  He pulled one of her floppy breasts free, pulled the bra to the side, and began gently sucking on a large, pale nipple.

"Yes, that's it," she breathed huskily.  "Suck it hard!"

At the plea from his wife, the man began suctioning with his mouth against her soft tit.  His cheeks formed a hollow as he applied greater pressure to the nipple.  The action created loud, liquid slurping sounds that seemed to reverberate around the theater.  It looked almost painful, but she was delighted at the heightened sensation.

"God yes!" she sighed.  "Like that!"

Simultaneously, the man quickened the pace of his finger strokes on his wife's pussy, while I continued to idly caress her thigh.  I would have loved to feel her wetness myself, but I couldn't butt in on the pleasurable moment the woman was experiencing - I was certain that her husband's attentions were bringing her to orgasm.

The pace and pressure of her handjob increased also.  Never had I thought that being masturbated could be so pleasurable, and I was rapidly nearing my own climax.  I wanted the sensation to last, but I didn't know how long I would be able to hold out.

Despite the eroticism of the scene and my impending orgasm, I half chuckled to myself.  I was amazed at how lucky I was to be in this position.  Luckier, at least, then the gray-haired man seated in front of us.  With no hint of discretion, and completely ignoring the movie, he was turned around in his seat, openly gawking at the woman's bushy pussy.  Her husband, apparently delighted in the interest being shown in his past-prime wife, spread her legs further apart with his hands to allow the voyeur a better view.

The woman began to buck in her seat, humping her pussy against her husband's stroking fingers.  I could feel her muscular thigh contracting and quivering where it wrapped around my right leg as her body tensed with pleasure.   I could hear the squishy liquid sound of the man's fingers in her juicy cunt, and I caught a faint whiff of her womanly scent.  She was panting as her orgasm approached.

"Uh huh, uh huh, uh huh..." she moaned again and again to encourage her husband on.

Suddenly, her entire body went rigid, then began bucking furiously as her climax began to sweep over her body.

"Oh God! Yes! Yes! That's it!" she cried out with delight as her orgasm wracked her body.  I looked around the theater - every head in the place was turned toward us.  

She momentarily eased the grip on my prick as her orgasm reached a peak, but quickly resumed a much tighter grip than before.  My cock was getting sticky through a combination of her sweaty hand and my dribbling pre-cum juices. I was delighted when she bent down and began licking up and down my hard prick with her soft tongue.  I thought she was doing that just to provide more lubrication for the hand job, but I was thrilled to discover that she had much more on her mind.  She took first the cockhead, then the first few inches of my shaft, in her lipsticked mouth.

The moist warmth of her mouth enveloped my pulsing cock, coating it with saliva. I groaned when she began pistoning up and down, and I bucked upward, off my theater seat.  I could feel my cockhead touch the back of her throat, and she gagged slightly.  She didn't miss a beat though, and kept sucking like a trooper. Her husband was certainly enjoying himself.  His prick was short, but thick, and he was furiously jacking off, his mouth slightly open, as he watched the scene unfold next to him with glazed eyes.

The woman continued her enthusiastic sucking on my penis, making a liquid popping sound on the upstroke. Simultaneously, she pumped the base of the shaft with her fist.  I ran my fingers through her light brown hair.  It was stiff and sticky with hairspray. 

My arousal was at a fever pitch, and my orgasm was quickly approaching.  "Okay, I'm almost there," I whispered.  I expected her to pull away and jack me off to my orgasm, but she only nodded slightly and continued sucking with a fury.  I gasped and bucked my hips off the theater seat as the first long jet of warm cum shot from my cock.  With powerful spasms, I ejaculated my sperm into her mouth.  I was amazed to see her gulp most of it down, although much of my cum escaped past her red lips and trailed down the side of my cock, flowing onto her fingers.

The pearly liquid provided lubrication for her furious pumping.  A second, then a third spurt of sperm spewed forth.

My orgasm slowed to light spasms, as more cum dribbled onto her now slowly pumping fist.  She continued to lightly squeeze my prick, milking out the final drops of sperm.

She gradually decreased the intensity and speed of the suction as my orgasm subsided, then released my sticky, softening cock from her mouth.  She didn't release me completely though - she continued softly licking up and down the shaft, cleaning up the remnants of sperm that she hadn't been able to swallow.  She cocked her head and looked up at me with a sly smile.

Finally, she (and my softening prick) were fully satiated, and she pulled away, trailing a thin strand of sperm from her lower lip as she did so. 

My breathing slowed as I reveled in the pleasant afterglow of my orgasm.  The woman looked at me with a satisfied grin on her flushed face.  "Thanks sweetie," she whispered to me, "that was fun," and then she reached over and pecked me lightly on the lips.

"Er, geez, thank you!" I replied.

"Maybe I'll see you here again sometime?"

"Yup, you can count on it."

Then I watched in amazement as she brought her left hand to her mouth and licked a few remaining drops of my cum off her fingers.  She then turned away from me, and warmly embraced her husband.  They stayed like that for several moments, whispering softly to each other.

I took that as my cue to leave.  I stuffed my soft, sticky cock back into my pants, and walked out of the theater into the warm May night.  Yes, I would definitely be back!
  
__________


I couldn't go to the theater the next weekend.  Friday evening was spent in rehearsals for my drama class' new production, after which I was going to my Mom's condo for dinner.  Angie and I had plans for Saturday night, so it looked like the Roxy would have to wait for another weekend.

The rehearsal was the last practice performance before our premiere the following weekend.  It was a full-costume dress rehearsal, which was very exhilarating for me - I especially liked the period-piece costumes and makeup.  I was accomplished at that element of the theater, and even though we had specialists in costuming, my director often asked me to provide assistance in applying the make-up effects to my fellow actors.

The play was set in the late 1960's, and my role was that of a hippie musician in San Francisco.  My costume consisted of the tie-dye and beads of the period, plus I wore a long brown wig complete with short ponytail over my natural close-cropped blond hair.  A false beard and moustache completed the look.  I was entirely unrecognizable, even to my closest friends, when I was in costume.  

The rehearsal went reasonably well, and I knew that we were as ready as we would ever be for our premiere the following Friday night.  We ran a bit longer than planned, and when we completed the final scene, I quickly removed the costume and make-up and dashed off to my Mom's condo for dinner.

As usual, I was a bit apprehensive about visiting my Mother - I had seen her so seldom these past few years.  But my anxiety was gradually lessening with time, and I was more becoming more enthused about re-establishing my relationship with her.  Now, with my Father dead, and she having moved back to Southern California, I had seen more of her this past year then I had during the entire time since she and my Dad divorced.

That was nine years ago, when I was twelve.  I never understood the divorce, and my Dad didn't talk much about it.  He did the best he could as a single father, raising me during my difficult teenage years.  I was an only child, which I suppose contributed to my wayward youth.  I always wished I had a sibling to talk to about it, but in the end, I survived the trauma. 

My Dad and I had a decent relationship I guess, but I don't think he was ever the same after the divorce.  He was distant, and buried himself in his work.  It was never clear to me why my Mom - her name is Joan by the way - had left town, and why Dad raised me instead of her.  I do know that they divorced on grounds of her frequent infidelity, but I didn't know the details.  All I know is that my Mom moved to Texas, leaving me to live with Dad. 

My relationship with her during that time was kind of rocky.  I did go out to stay with her in short stints during summer vacation a few times, but the visits were always awkward.  I think she felt a little guilty about the divorce, but it wasn't something we could openly talk about.

Now though, things had changed.  My Dad's long hours at the office finally caught up to him, and he had died of a heart attack the year before.  Mom moved back to Southern California shortly thereafter, at least partly, she said, to be near me.  I was 20 years old at the time, and well able to take care of myself.  Still, I was appreciative that she had uprooted to be near me again.  Now, a year later, we were well on our way toward ironing out the problems with our relationship, and I was able to love her like a son should love his Mother.

Dinner tonight was a special occasion, because I would be meeting the new man in her life, some guy named Hank.  I would have liked to see her get married again after all those years alone.  Maybe Hank was the one?  I was optimistic that he was good enough for her, but I didn't raise my expectations too high.

I arrived at my Mother's small condo in the suburbs shortly after eight, just a few minutes late.  Hank opened the door, and welcomed me in with a hearty handshake and a twinkle in his eye.   He was a big, strapping guy, quite a bit younger than Mom.  He had a dark tan and looked more like a surfer than the real estate agent that I knew him to be.

I stepped inside while Hank closed the door behind me.  The aroma of chicken dinner permeated the condo - Mom had been busy in the kitchen.  I wondered if her cooking had improved over the years.  Her culinary skills were not a pleasant memory from my youth.

Mom came out of the kitchen to greet me with a kiss on the cheek and a warm hug. "Oh, Troy, so nice to see you.  How are you?  I see you've met Hank?"

"Yup, sure have.  And I'm doing fine.  I brought some wine for you.  It's white, because I know you're making chicken."

"Great!"  She took the proffered bottle from me and inspected the label.  "Ah, good choice."

I held her hands in mine and inspected her up and down.  "You're looking great Mom!"  And she was a very attractive woman.  Slim and fit, with a pretty, lightly tanned face and big brown eyes.  Her light brown hair was pulled back in a ponytail.  Only a few gray hairs revealed her age.  "And I like your perfume."

"Oh stop it Troy."  She lightly slapped me on the arm.  "You'll make me blush!"  She looked at Hank.  "See how he spoils me?"

Hank chuckled.  "Oh, I don't know if I'd call it spoiling you.  Anyway, I agree with everything he says."

Mom reached up to tousle Hank's blond hair playfully, and then the three of us walked together through her tastefully decorated living room toward the kitchen.

Despite feeble protests from Hank and me, Mom insisted on completing the dinner preparations herself, and ordered us to sit at the table and relax.  We took two chairs at the small oak dinette table in the kitchen.  I sniffed the air appreciatively - dinner smelled great! 

"So your Mom tells me you're a drama student," Hank said to me as he poured me a cup of coffee from a flowered carafe.  "I was in a few plays when I went to UCLA."  He chuckled.  "Time flies.  That was almost ten years ago.  Do you have a production in progress?"

"Yeah, we just had final dress rehearsal tonight.  The play starts next Friday and runs for two weekends.  Then we're off for the summer."

"Splendid!  Best of luck."

He took a sip of coffee.  "Any big plans for the summer?"

I shook my head.  "Not really.  I've got a part-time job as a waiter lined up to get some spending money.  I plan on a pretty quiet summer."

Hank and I chatted about his experiences in the theater, as my Mom scurried about the kitchen preparing dinner.  She interjected a helpful comment now and then, but otherwise she let Hank and I break the ice on our own.  I quickly grew to like him.  It seemed to me that Mom made a good find.

As Hank and I talked, I discreetly watched my Mother with admiration as she flitted about the kitchen with boundless energy.  I guess I hadn't really noticed before how fit she was - she must have been exercising.  And, once again, I reflected on how pretty she was for her age, hell, for any age.  Only a few laugh lines at the corner of her eyes and the few gray hairs revealed any signs of the onset of middle age.  The wore her hair kind of long for her age, and the ponytail made her look almost girlish, further hiding the fact that she was 40 years old.  I wondered, not for the first time, why she never remarried after the divorce.

Hank and I hit a brief lull in the conversation, but my Mother picked up the slack from her position at the kitchen island.  "So how's Angie?" she asked me.  "Sure would like to meet her sometime.  I mean, now that you two are getting so serious," she added with a wink.

"Serious!" I said in mock horror.  "I am NOT getting serious.  Anyway, you did meet her once."

"You mean that time at your apartment a few weeks ago?  That was hardly meeting her - I only saw her for a minute when I was on my way out.  I hardly even got to talk to her."

"Okay, okay I surrender," I said with a grin.  "I'll have you guys over for dinner real soon.  You too Hank."

My Mom looked at me sternly as she dumped some lettuce into a big salad bowl.  "I'll take that as a promise."  But there was a twinkle in her eye as she said it.  She began to peel some carrots.

I rolled my eyes at Hank.  A knowing smile spread across his rugged face.

"Troy, I saw that!" scolded my Mother.  She tossed a piece of carrot at me, hitting me in the leg.
 
Hank winked at me, then excused himself to go to the bathroom.

"Angie sure is a beautiful girl," my Mom continued after he left.  "And so slim and fit, as I recall.  Does she work out?"

"Yup, lots.  She does aerobics three times a week."  I stooped down to retrieve the carrot from the vinyl floor.

"It definitely shows."  She began humming softly to herself as she began slicing the carrots.

I watched her from my perch at the table as she continued preparing dinner.  Once again, I marveled at how good she looked.  She seemed to realize it also - her clothing seemed almost more appropriate for a slim teenager, rather than a 40-year old woman. I could understand why a young, handsome guy like Hank seemed so smitten with her.

She was wearing a form-fitting peach-colored blouse that accentuated her breasts.  Odd, but I had never noticed before how big chested she was.  I wondered if my dear Mother had a boob job when she lived in Texas.  I sipped my coffee and pondered.

I snapped back to attention with the realization that she was talking to me.  "...You know Troy," she was saying.  "I sure am proud of you for having such a big role in that play."

"Thanks Mom.  I've really worked hard at it."

'Now that's a big difference between her and Dad,' I thought to myself.  He thought going into drama was a waste of time.

I continued my musing. Even more remarkable, though, were her legs and butt.  She was wearing white cotton tights that clung to her legs.  Her legs were slim - not skinny, but mature and shapely.  Her butt was full and rounded, maybe just a tad wider than when she was young, but still...  No sign of panty lines either - she must have been wearing thong underwear, I guessed.  'Do 40-year old women wear thongs?' I asked myself whimsically.  Her smooth rear flexed sensuously as she reached high into a cupboard for some salad dressing.

Yikes! I realized where this train of thought was taking me.  'Troy, you stupid horny bastard,' I scolded myself.  'Knock it off!

Hank returned from the bathroom, and he and Mom began to set the table.  I put my weird thoughts out of my head for the rest of the evening, and the three of us had a great dinner and pleasant conversation.  I got home after midnight, exhausted after a long day, and slept like a baby.

___________


I had my planned date with Angie the following evening.  I was excited about seeing her. We had met at a campus fraternity party a few months before, and had been dating ever since.  I didn't envision a serious, long-term relationship with her, but I definitely enjoyed her company.  First of all, we had a lot of common interests and her cheerful, easy-going personality was so refreshing. 

Not only that, but she was gorgeous, by far the best-looking girl I had ever dated.  She had medium length blond hair, just a bit lighter than mine, and beautiful big, blue eyes.  She was short and petite, which isn't usually the body type that I'm most attracted to.  With Angie, though, I wasn't complaining.  She was an aerobics fanatic, and had the tanned, muscular body to prove it.  The complete package was so sexy, with her small but pert tits and tight little ass.

Perhaps the best part of our relationship was the hot sex.  We had sweaty, uninhibited sex on our first date, always a bonus as far as I'm concerned.  Her sexual appetite matched mine, and the sex had done nothing but improved since that first time.

Unfortunately, she did not live full-time in Southern California.  Angie was from Boston, and was only attending school here.  She would be heading back East for the summer, which was going to leave me high and dry for three months.  Just when things were really heating up too.

A few weeks before, I had discovered that Angie liked anal sex almost as much as I did.  Her asshole was so small and tight that it's fortunate that my prick is only of average size.  Any bigger, and I'd never fit.  The tightness and sensation was unbelievable - when I slid my prick into her rectum that first timed, she clenched her muscular asshole in a way that drove me crazy with lust.  I was coming within minutes.

Despite all that, I wondered just how wild Angie was capable of getting.  I didn't know if she could keep up with my unusual needs.  My visits to Roxy Video sustained me partially, but I was coming to the realization that my erotic tastes quite possibly had no bounds.  The voyeurism and exhibitionism, as well as the wanton group sex I had seen, and now participated in, at Roxy were stimulating me to a level that Angie might not be able, or willing, to satisfy.

The group scene, in particular, was so exciting.  Every guy fantasizes about participating in a threesome.  Well, I had experienced pretty much that very thing the week before.  The big question was whether or not that was a side of my sexuality that I could ever get Angie to understand.  I fantasized about bringing her to the dark theater and watching as she exhibited herself to the other men there.

But, I decided that I needed to take it slow and gradual to determine the limits of Angie's sexuality.  I might totally screw things up if I rushed her into something she wasn't ready for.  So I formed a modest plan for this evening to explore those limits.  Prior to picking her up for dinner, I stopped by the Roxy to select some video entertainment for later in the evening.

Angie and I had a festive dinner.  We decided to avoid talking about the fact that she would be heading back to Boston soon.  We chatted and laughed merrily at the restaurant table, but I was so horny that my mind wasn't completely there.  I was eager to get back to my apartment to put my plan into action.  The main "problem" was with what Angie was wearing.  She was never shy about showing her body, but her clothing selection was more revealing than anything that I had ever seen her wear in public.  She wore a short, clingy black skirt, which revealed her slim, tanned legs up to a point only a few inches below her crotch.  She was wearing no nylons or pantyhose, and with those legs, none were necessary.  She had on a matching black tubetop, which revealed a bare washboard midriff and golden-brown shoulders.  I didn't think she was wearing a bra underneath, since I could clearly see the outline of her nipples pressed against the tight fabric.

I had to hide my erection the whole evening, and I obviously wasn't the only one who was titillated by her - our handsome college-age waiter was being particularly attentive to us.

At one point, I pointed this out to Angie.  "Our waiter sure is checking you out," I said with a smile.  "Every time he comes to the table, he's looking at your legs.  What's he seeing down there anyway?"

"What's the matter Troy?" she asked teasingly.  "Jealous?"

"No not really."  Then I continued with a wink, "You can let him have some if I go first."

She looked at me with smoldering eyes, and licked her lips with her pink tongue  "Well you know what they say - two are better than one."  She started giggling, and I laughed with her, unable to continue the charade.  Soon, the moment passed.  But I thought to myself, 'Hmm, that was an interesting comment.  What did she mean exactly?'

Finally, we finished dinner.  I hurried Angie through her third whiskey sour of the evening, and we left the restaurant.  I tried to stay near the speed limit as I drove her to my apartment, but it was difficult - my erection was throbbing, and the sight of her smooth legs stretched out next to me wasn't helping the situation.

When we arrived at my apartment, I mixed Angie another whiskey sour to keep her mellow buzz going, and brought it to her as she sat on my overstuffed sofa.

"I've got a surprise for you," I said, as I walked to my entertainment center.  I inserted a tape in the VCR, the one I had picked up earlier at Roxy Video.  "Just a little something to spice things up."

"What is it?"

"You'll see," I replied with an evil grin.  I grabbed the remote and clicked the play button, then joined Angie on the sofa.

Angie poked me on the arm.  "You dirty little devil.  This is a porn tape."

She was stating the obvious.  Explicit ads for phone sex numbers were starting to roll across the television screen.

"Yeah well, what can I say?  I don't know if you like them or not, but I thought I'd take a chance."  I watched her carefully for her reaction.  Her eyes were fixed on the television.  I don't think she even heard me - a good sign.  So far so good.

"Have you ever seen a porn video?" I asked.

She hesitated a moment.  "Sure, I've seen a few.  They're okay.  What's this one?"

"It's um, The Best of Amateur Adventures, or something like that."  The movie was a good one.  I'd actually seen it before, and picked it out for this evening because the scenes were hot, and the amateurs were good-looking and really into the action. 

"Amateurs, huh?" she smiled.  "I think all the X-rated videos I've seen before had porno stars."

We nestled down side by side on the couch, watching the video.  I sat with my arm around her warm shoulder, idly stroking her shiny blond hair.  I interrupted our viewing only occasionally to keep her drink filled.

The movie consisted of various erotic couplings - with lots of threesomes and foursomes, and even one orgy scene thrown in for good measure.  There was a variety of sex - anal, oral, lesbianism...  I wanted to get Angie's reaction to all of it.

"How do you like it?" I asked at one point.

"Mmmm, this is hot," she murmured.  She seemed transfixed by the erotic scenes on the television.

"The movie is hot, or you're hot, or both?"

She laughed.  "Both.  Definitely both."  She glanced down at my lap.  "Looks like you're getting there too, tiger."

She was right there.  My erection had tented out the front of my slacks in pretty obvious fashion.  Angie snuggled closer against me and reached down to begin rubbing my crotch.

I reciprocated by massaging her erect nipple through the tight fabric of her top. 

"Ooh, that's nice," she whispered.

We continued to watch the video.  The current scene was set in what appeared to be a seedy motel room, and featured a young Latino couple and an older Asian woman.  The man was lying on his back, while the Asian squatted over him, leaning backwards toward him with her weight resting on her hands.  Her legs were splayed open, knees bent.  He was fucking her ass in this position, as the Latino woman kneeled between her spread legs and licked her gaping pussy.

"Oh wow," said Angie, as she shifted on her seat.  "Check that out."  She arched her back slightly, pushing her breasts into my roaming hands.  I was still massaging them through her blouse.  I figured it was time to get a little better access to her small, shapely tits, so I tugged and stretched the front of her top up and over the pert tits, exposing them to my wandering hands.  My observation during dinner had been correct - no bra.

She was right - it was definitely a hot scene.  "Yeah, pretty wild," I agreed.  I decided to risk it a little.  "I wouldn't mind being that guy.  But I've never done anything like that."

I began rubbing her exposed nipple in small circular motions, coaxing it erect.

I paused.  "Have you?"

"Oh, well..." Angie blushed a bit.  "Sort of."

My heart began to race.  This I had to hear.  But I had to prompt her.  "What do you mean, sort of?" 

"I don't know if I want to tell you.  I mean, it's kind of embarrassing."

She tried to distract me by unzipping my slacks to free my cock.  I helped her out a bit by sliding them down and off my legs.  Nothing now between my erection and her wandering hands but a pair of cotton briefs.

"Angie, when it comes to sex, nothing can embarrass me.  You can tell me."  I gently squeezed each of her nipples in turn, exactly how I knew she liked it.

She softly sighed with pleasure, then continued.  "Well, it was a couple of years ago.  It was right after I graduated from high school.  Anyway, me and my boyfriend at the time went out on a double date with his best friend and a girl he was seeing."  She paused.  "Oh gosh, I don't know if I want to tell you this."

"C'mon," don't be embarrassed.  Tell me."  My hand began wandering down her flat stomach.  I could feel her skin tremble beneath my touch.

"Um, we went on a date, and ended up back at my boyfriend's parents house.  We'd had a lot to drink, and ended up playing a game of strip poker."  She paused and took a long pull from her whiskey sour.  "Anyway, one thing led to another, and we all ended up naked together.  Another thing led to another thing, and we eventually ended up having sex."

She had begun tugging my underwear down my legs.  My prick sprang free, and she cupped my hairy scrotum in her hand, caressing it lightly.  It tickled, and my balls quivered. 

I swallowed hard.  "You mean, all of you?"

She nodded.  "It...it wasn't that big of a deal.  We were drunk and just having a good time.  It was kind of fun though."  Her red polished fingernails were brushing through my pubic hair.

My hand wandered lower.  I lightly caressed the soft, supple skin of her upper thigh, just beneath the hem of her miniskirt.  She closed her eyes and focused on the sensation of my soft touch on her leg.

"So, like, what did you do?"

"Well, both guys fucked both girls, and then..."  She gulped, debating whether or not to tell me more.  Her cheeks flushed a deeper pink, and her eyes were still closed, as if in a trance.  "Then me and the other girl kind of got it on."

Oh my God!  This was like a dream come true!  I never knew this about Angie.  "Did you like doing that?"  My voice was quavering slightly with the shock of her statement and my own lust.

She grasped my hard cock and began to delicately stroke up and down.

"Oh, kind of.  It was fun, I guess.  We didn't really do all that much.  We licked each other's boobs some.  I think I was a little bit braver than she was - I licked her pussy a little bit.  She didn't do the same to me, but that was okay."  She giggled a bit.  "I know the guys liked it."

Angie's cheeks were now apple-red, whether with embarrassment or lust or both, I couldn't tell.  My hand traveled up the warm, satiny skin of her inner thigh, under her skirt, until my fingertips came into contact with her panties.  I brushed across her mound, feeling the damp warmth emanating from her pussy beneath the thin fabric.

She slumped down in the couch and spread her legs to give me free access to her hidden treasure.  With one hand, she pulled the hem of her skirt up, wiggling her butt as she did so, until the skirt was bunched up around her waist.  Her black silk panties were exposed to me.  Her other hand continued to softly massage my erection.

She resumed jacking me off as she completed her narrative.  "Anyway, that was that.  We never did it again.  That's the only time I ever did anything like that."

I was stunned by the story.  When your girlfriend tells you she's licked another girl's pussy before...  I was so horny I thought I was going to faint. 

"Angie, I've gotta tell you - that is so hot!"  My fingers were wriggling beneath the elastic leg band of her panties, trying to gain access to her pussy.

"Yeah, I know that guys really get off on that."

I began to kiss and lick her ear lobe, something that I knew drove her crazy. She shivered, and gasped with pleasure, cocking her head to one side to expose her long neck to me.  She was still holding my erection, but she wasn't jacking me off any more.  She was too focused on the pleasure I was giving her.

"Have you ever considered doing it again?" I whispered into her ear.

"Oh, I don't know.  Who knows?  Anyway, you're all I want and need right now."

Well, not quite the answer I was hoping for, but on the other hand, she didn't completely close the door to the idea.

My fingers had finally made it beneath her tight panties, and reached the smooth, wet folds of her outer pussy lips.  Her cunt was sopping with juices, and I began to circle around her clit with the tip of an index finger.

"Ohhh," she moaned.  "I don't know if I can stand it.  You're teasing me."

I grinned.  "Tell you what.  That girl didn't eat your pussy, but maybe I can make up for it."  My pants and underwear were bunched around by ankles.  I kicked them off and knelt down on the living room carpet between her legs.  Angie spread them further apart, and placed her feet on my shoulders to support herself.  Her panty-clad crotch was spread wide open to my smoldering gaze.

Her panties matched her black skirt in color.  I immediately saw that she was actually wearing a thong.  Only a narrow strip of material covered her pussy, the location of which was revealed by a faint wet spot that had soaked through the silken fabric.  Several blond pussy hairs peeked out beneath each elastic leg band.  The material narrowed to a thin string where it disappeared into the crack of her ass.  With the fingers of each hand, I spread her butt cheeks apart to inspect her tight little asshole, half hidden by the string.

But first things first.  I pulled the taut fabric to one side to expose her wet, shiny cunt lips.  Her pink clit was protruding slightly from beneath its fleshy hood, providing an inviting target for me.  A small drop of pearly cum was seeping out of her cunt.  I watched, fascinated, as it oozed downward, and disappeared into the crack of her ass.  I breathed deeply of her pungent aroma, then extended my tongue and touched it to her clitoris ever so lightly.  I was rewarded by a soft groan from Angie.

I slowly licked up and down her pussy lips, lapping at the musky liquid as it flowed from her dark tunnel.  I only infrequently stopped to lick at her clit, because I could tell that Angie was already close to coming - I think the movie had really had an effect on her.

"Oh God Troy, you're teasing me.  I need to cum.  Please!"  She clutched the back of my head and pulled it into her pussy.  My mouth and nose were buried in her aromatic crotch.

She sounded so pitifully desperate for release that I had to oblige. I took her clit between my lips and sucked lightly, while at the same time stabbing my tongue against it.  That was all it took.

"Oh yes, oh yes, OH YES!"  She cried over and over with each thrust of my tongue.  Then, with a sharp breath, her body tensed, and she was lost in the throes of her orgasm.  She moaned loudly, as she frantically bucked off the sofa to slam her pussy against my face, smearing my chin and mouth with her warm juices.

I held on for the ride, and tried to maintain contact with her heaving pussy.  Her spasms gradually subsided as she came back down to earth.  

"You lick me so good," she murmured, staring at me with glazed eyes, "but now I want you to fuck me!"

I didn't need any more invitation than that.  Kneeling in front of her, I placed my cockhead against her sodden pussy lips, paused briefly, then plunged to the hilt in one slow, smooth motion.

"Oh yeah, that's it," she encouraged.  "Fuck me hard!"

And so I did.  It was an awkward position, kneeling on the floor like that, but I pistoned in and out of her slippery pussy like I had never done before.  I was so charged with lust after watching the movie with her that I cared about nothing but coming as quickly as possible.  I slammed in and out of her pussy with fury, desperate to achieve my orgasm.  My balls made a liquid slapping sound against her as I thrust back and forth.

Angie bucked her hips off the couch, matching me stroke for stroke, hoarsely whispering encouragement to me.  To aid her, I grabbed her firm ass cheeks and pulled her into me with each thrust of my hips.  I curled my fingertips into the sweaty crack of her ass.

The intensity of our bucking increased rapidly.  With a final cry of pleasure, I savagely pushed my cock deeply into her liquid cunt and held there, as my cock erupted its semen deep inside her in spurt after spurt.

I fell forward onto her, breathing heavily with exhaustion.  Not for the first time, I said a silent prayer of thanks for my luck in finding this hot woman.
 
_________


The premiere of the play the following Friday night went pretty well.  I screwed up a couple of lines, but all in all it wasn't a bad performance.  I was pumped up and a little horny afterwards, but Angie was studying for final exams.  So, with nothing else to occupy my time, I decided to check out the Roxy.  

The theater was nearly empty - there were only about half a dozen men scattered about.  One guy in my row, and about five seats to my left, had his prick exposed and was lightly rubbing it up and down.  Out of the corner of my eye, I could occasionally see him spit on his fingers, then rub the spittle on to his dick to keep it lubed.  I could hear the wet sticky sound his hand made as he masturbated.

He was a young, good-looking guy, and his prick was enormous.  I couldn't help but look, but I tried not to be too open for fear of enticing him to come over and join me. 

The movie was making me horny, and I desperately wanted to masturbate.  But I was afraid that would provide encouragement to my neighbor down the row.  That, plus the fact that there were no couples tonight, helped me make up my mind to leave.  I was just about to get up from my seat when I heard the back door of the theater squeak open behind me.  I (and every other man in the place) glanced over my shoulder, and saw a couple enter the theater, silhouetted in the glare from the brightly-lit hallway outside.

'Hah', I grinned to myself.  'Finally, some action'.

Other than the fact that he was a big guy, and she was a little shorter and dressed in a short skirt, I couldn't get a good look at them.  I hoped that they would sit near me, but no dice.  They paused in the back of the theater to allow their eyes to adjust to the semi-darkness.  Then, as I watched with disappointment, they slowly made their way down the aisle, halted about midway, and consulted each other on where to sit.  They picked a row that was occupied by a very lucky guy about my age, and began to shuffle down the row of seats toward him.

At that moment, the scene from the movie brightened, and I could get a good look at the couple in profile.

My eyes widened in shock, then closed tightly in disbelief.  "It can't be," I muttered to myself.

Cautiously, I opened my eyes again, and squinted through the darkness toward the couple, as they chose their seats next to the lone man.  I saw the woman's brown hair shine in the glare from the movie screen.  She briefly looked toward the back of the theater.  There could be no question.  That was my Mother and Hank!

My heart was pounding wildly in my chest.  "This just can't be!" I thought.  "My Mother goes to porno theaters?!"

But the more I thought about it, the less unlikely it seemed.  Here she is, divorced and single, with a new hunky boyfriend, still young and sexy.  Why not?

'Okay, I can accept this,' I thought, 'but I really need to get out of here, before it gets too freaky.'

But for some reason I couldn't move.  The whole notion of this had me too blown away.  I did, however, have the presence of mind to slouch in my seat so that they wouldn't see me.  They were about 20 feet away, and almost directly in front of me, so the chance of them spotting me was slim.  I had to be careful though.

My pulse was slowing considerably as I settled back in my seat.  Although I was beginning to accept the fact that my Mother and her new boyfriend go to porn theaters, a new question was creeping into my mind.  What exactly were they doing here?  All of the couples I'd ever seen in the theater were there to have sex in front of the other theater patrons, or even to have sex with them.  Could that be what my Mom and Hank had in mind?

I realized now that my Mother was sitting right next to the only man in their row.  It HAD to be!

I was totally oblivious to the movie.  My eyes were glued to the scene toward the front of the theater.  Mom and Hank snuggled together, his arm around her shoulders.   The man next to them openly looked their way, wondering if this would be his lucky night.  Others in the theater were wondering the same thing.  A man in the row in front of them slid down a couple of seats so that he was directly in front of my Mom, hoping to get a peek at some live action.  I knew exactly what was on his mind - I had done the same thing many times before.

I sat there pondering this weird turn of events for about ten minutes.  So far, nothing was happening, and I breathed a little sigh of relief.  Apparently, they were just checking out the movie.  I decided I needed to make my escape before they decided to leave.  They would discover me for sure if that happened.

But wait a minute!  There was something going on!  I leaned forward, tightly gripping the armrests, and tried to penetrate the gloom.  

Once again, the screen brightened, casting a harsh light throughout the theater.  Mom was leaning her head against the back of her seat, with her face pointing upward toward the ceiling.  Hank was partially turned in his seat toward her.  He still had his left arm around her shoulders, but his right...  Yes!  I could see that his right arm was extended toward my Mother.  The upper part of his arm, I could see, was jostling to and fro.  I glanced to their left, and the guy in the seat next door was ogling my Mom.  The man in front of them was turned around in his seat, gawking at the debauchery.

Hank was frigging her!  He had to be!  My aching cock was bent painfully inside my jeans.  I plunged my hand down my pants to adjust it toward a more comfortable position, and kept it there, idly stroking my erection as I watched the unfolding scene.

They didn't continue for long though.  They apparently had a lot more in mind.  Soon, Hank stopped his probing and eased his arm away from her shoulders.  Immediately, my Mother leaned down to her left, and her head disappeared behind the seat.  She was blowing the stranger next to them!

Oh shit, this was too much.  My Mom was no different than all the other horny sluts at the theater.  Just like me and everyone else, she and Hank went there to get their kicks in front of, and with, other people.

I wanted to bolt from the theater before it was too late, but my raging hormones were begging me to pull out my cock and jack off to the hot scene.  My sensible self finally won the internal argument though, and with sheer force of will, I tore my eyes away from them, left the theater, and raced toward my car.  As soon as I was sitting behind the wheel, I unzipped my pants and pulled my throbbing erection through the fly.  With five or six quick strokes of my fist, I shot my hot cum in several powerful spurts onto the dashboard of the car.

______


I thought almost constantly the following week about what I had seen at the Roxy.  I hoped to have one last sweaty fuck with Angie on Friday night, but she was having her period - just my luck.  She was heading back to Boston for the summer the next morning, so it looked like I had a three-month wait.

On the bright side of things, we knew that our relationship had progressed far enough that there was no danger of our three-month separation coming between us.   Nevertheless, I was saddened by her impending departure.

I drove Angie to the airport the next morning, then spent the rest of the day moping around the apartment.  I already missed her.  I threw on a pair of old shorts and a tattered tee shirt, and started to do my once-per-year dusting of the apartment.  I thought the mindless tedium might help ease my depression, but it didn't really work out that way.  I couldn't understand why I was in such a funk - three months just isn't that long, and we would, after all, be able to talk on the phone as often as we wanted.

I think I knew why my mind was playing games with me.  It was my Mom.  I came to the realization that I did have a problem with what I saw her and Hank doing.  Was it jealousy?  Anger?  I couldn't sort it out.  I kept conjuring up the vivid image in my mind of her sucking off that stranger in the seat next to her.  That's NOT what Mothers are supposed to do!

But I also knew that she needed to live her own life however she saw fit.  Anyway, what gave me the right to have public sex with strangers but not her?  Or anyone else for that matter?   She was after all, a beautiful woman with a zest for life.  What's the problem?

'Yeah, I can deal with this,' I thought to myself. I took a deep breath.

I actually smiled as I thought more about it.  It was just so wild!  I half-wished that I could have been closer to see it.  And what happened after I left?  Did she let him cum in her mouth?

Hank must have felt pretty lucky to have such a lusty woman.  I could now fully understand the age difference.  With her looks, plus the fact that she was obviously into pretty wild sex, she could have any man.  I was glad that he was a nice guy - someone could really take advantage of her if she wasn't careful.

I felt a glow of protective love for her.  She was my Mother, and I loved her dearly, regardless of her sexual habits.

I wondered if she had developed her kinky side before or after my dad and she divorced.  It had to be after - I just couldn't imagine my Dad getting into that scene.  He was a conservative corporate bigwig before he died, for God's sake.  No, this must be a relatively new phenomenon.

I swabbed some lemon Pledge onto the entertainment center, and wondered what kind of sex she and Hank were into, other than their little sojourns to the Roxy.  They were obviously into some kinky stuff.  I ticked through my mental list.  Let's see, public sex, exhibitionism, oral sex.  Every thing else was a mystery, but who knew where it ended?  Anal?  Group sex?  Orgies?

I finished the dusting, and grabbed a beer from the refrigerator.  I lay down on the couch, turned on the television for some background noise, and let my mind wander.

Probably just about all the couples at the Roxy were into group sex or swinging or something like that.  I mean, that's kind of what the theater scene there was all about.  Could it be that Mom and Hank had sex with other people regularly?

My mind drifted.  I sipped the beer and pictured my Mother.  I thought back to dinner at her condo a couple of weekends before.  Yep, she was definitely a sexy lady.  Those white tights she had been wearing!  I remembered the appreciative looks that Hank kept throwing her way.

And the way they were molded to her ass!  I knew a good butt when I saw one, and hers was as fine as they came.  And another bonus - no panty lines whatsoever.  The sexy clothing was kind of a new thing with her too.  She didn't exactly dress conservatively when I had seen her this past year, but nothing she wore was really very provocative either.  The white tights were definitely meant to flaunt her body.

What, I wondered slightly guiltily, did she look like underneath?  It would be nice to see, I mean even if was my own Mother.  No harm in looking.  Doesn't every boy fantasize about seeing his Mother naked?

I guzzled the rest of the beer and set it down on the floor next to the couch.  I put my hands behind my head and gazed at the ceiling. 

The peach blouse had been something else too.  I thought back to how large her breasts seemed, unlike what I remembered from the past.  At one point during the evening, I recalled seeing the sharp points of her nipples pressing against the fabric, despite the fact that she was obviously wearing a bra underneath.  She must have long, firm nipples.  I bet Hank has a great time sucking on them.  Did I breast-feed from them when I was a baby?

The front of my shorts was tenting.  My dick was getting hard from all these thoughts coursing through my brain.  I shook my head with exasperation.  Better get a grip Troy, I told myself.  Don't be a jerk!

I ambled to the refrigerator for another beer.  I thought briefly about going to the Roxy, but that was out.  What if my Mom and Hank were there again?  It wasn't likely that they'd go two weekends in a row, but you never know. Then I had a rueful thought.  I might not be able to go there ever again.  Maybe that was the first and only time they went there, but I couldn't take any chances.  Fuck!  With a heavy sigh, I sat forlornly on the sofa.

I glanced over at the television.  A shaving commercial.  I reached for the remote to find something better when, like a flash, a wild thought came into my head.  Shaving.  Moustache!  The play!  Why not disguise myself, like I do in drama school?  With a wig, beard and moustache, plus my makeup, I'm unrecognizable.  That way I could still go to the Roxy, and if Mom and Hank were there, I could just leave.  They'd never know it's me.  

On the other hand, I wouldn't really have to leave if they showed up.  Wouldn't it be fun to watch them?  I shook my head, and took a swig of beer.  'No Troy, put that thought out of your mind right now,' I scolded myself.  'If they're there, you need to split.'

But I could watch for just a little while, just to see what happens, couldn't I?  I screwed my eyes closed in frustration.  Fuck it, I told myself, whatever happens, happens.  Take it one step at a time.

It seemed crazy, yet plausible.  Hell, I had to try it.  I leapt off the couch, threw on some Dockers and a dress shirt, and headed for campus.

I spent about two hours in the makeup room.  Usually, I can put on the disguise and makeup in half the time, but there's a big difference between effective theatrical makeup that's worn on stage, versus makeup that needs to work in close proximity to other people.  

I used a similar getup to what I wore in the play, except for the wig.  The one I used on stage was kind of ratty, and didn't fit me quite right anyway, so I took some time to rifle through the wardrobe room until I found a better one.   It was long and dark brown with a ponytail, and fit perfectly.  The moustache was a little easier, and I carefully applied it with adhesive.  I would have gone with a beard, but we didn't have any that fit properly.  They were hard to do well anyway.  I opted instead for a little dark makeup on my jowls to give the appearance of faint five-o'clock shadow. I used a dark pencil to color in my eyebrows.   Finally, for good measure, I inserted some colored contacts.

I gave myself a critical once-over in a full-length mirror.  Awesome.  "Man, I'm good at this," I said out loud.  No one, not even my own Mother, would be able to recognize me.  

I was no longer a clean-cut, blue-eyed blond.  I was now a more rugged looking guy with dark brown hair and brown eyes.  The wig, moustache, razor stubble - it all worked perfectly together.  And the baggy cotton slacks, which I rarely wore, completed the disguise beautifully. 

I said a silent prayer of thanks that our director bought good stuff.  A cheap wig and moustache wouldn't have worked at all, but the costuming that we used was professional-grade.

At last, I was ready.  I closed and locked the wardrobe room and left for another night at the Roxy.

Unfortunately, it was a slow night, and I left after a couple of hours of sheer frustration.  There was a fat couple up in the front row, but they were quickly surrounded by too many onlookers for me to find a closer spot.  Besides, they weren't exactly attractive.  Even the movie was shitty.

Not that there weren't any "opportunities" to get off though.  At one point during the evening, while I was idly stroking my semi-erect cock, an older guy in a business suit approached me.  He sat two seats away, promptly pulled out his dick and began masturbating.

I could see out of the corner of my eye that he frequently looked in my direction.  Finally, he leaned closer to me and whispered, "Hey buddy, want me to help you get off?"

I glanced his way, and watched as he licked his lips, all the while shaking his short, but thick, cock.

Not a bad looking guy, but I still couldn't bring myself to do that.

"No.  Sorry," I mumbled.  "I was just getting ready to leave."  And with that, I tucked my cock into my slacks, and left the theater.

I reflected on the visit on the way back to the campus.  I was pretty disappointed with the Roxy tonight.  No couples, no decent action - getting made-up had been a waste of time.  At least the makeup seemed to be working, I thought.  I apparently didn't look like a weirdo, or that guy would never have propositioned me.  I vowed to try again the following weekend.

And so I was back in the theater, in disguise, the following Saturday night.  The place was hopping - when I got there, there was a knot of about six to eight people huddled together near the middle of the theater, a sure sign of some hot action.  A few of them looked toward me as I walked in to make sure I wasn't a cop, then went right back to their activity.  I watched them from the back of the theater for a while.  I could see a longhaired blond kneeling in her seat as she sucked off some lucky stud sprawled in the seat next to her.  Another man had her ass cheeks spread open as he licked her ass.  The rest of the small group was watching and masturbating.

I considered joining them for awhile, then decided to take a seat in the back row of the theater.  I wanted to know if Hank and my Mother walked in, something I might not be able to do if I sat in front.

Despite the fact that I was sitting in the back, I had a pretty good view of the action.  The blond was obviously enjoying the attention - I could hear her soft moans of pleasure during the quieter scenes in the movie, along with the licking and suctioning sounds of her tongue on the guy's prick.  I unzipped my slacks, pulled out my hard-on, and alternated between watching the movie and the live orgy.

Man, they were hot!  The man who had been licking her ass soon stood up behind her, dropped his pants and underwear to his ankles, and pressed his erection into her.  I was amazed - I had seen people fucking before in the theater but never quite so openly.  I picked up the pace of my fist as I jacked myself off.

"Looks like they're having fun, doesn't it?"  My God, that was a familiar voice!  I looked up to my right, and there standing at the seat beside me, and looking down at me, was my Mother, with Hank in tow right behind her.  I hadn't heard anyone come in, and now here they were!  And about to sit down next to me!  Oh fuck.

I was paralyzed in my seat, and I'm sure my face went white.  My heart raced furiously, and a cold sweat broke out on my brow. I wanted to bolt from the theater, but I was frozen in place.  Here I was, jacking off in front of my Mother!

What to do, what to do?  Now she's sitting down next to me!  Fuck, fuck, FUCK!

'But wait, she doesn't know it's me,' I thought, my mind racing furiously.  Relax Troy, dammit!

I realized that she was waiting for me to respond to her question, but I couldn't even remember what she asked.  In any case, I don't think I could have spoken.

She waited momentarily for an answer, but when it was obvious that none was forthcoming, she shrugged and said, "Well, it seems like the cat's got your tongue.  That's okay.  I'm going to take a seat if it's okay with you."

"Uh, sure," I finally managed to croak.  I quickly realized that I'd better not talk too much, or she would recognize me for sure.  Damn, this was one eventuality I hadn't considered.  But how was I supposed to?

I watched, mortified, as she settled in to the seat next to me.  Her eyes flickered toward my crotch, where my fist, now white and sweaty, was tightly clenched around my erect prick.  Her lips curled in amusement.  "Looks like you're having a good time too," she said slyly.  "But you must be lonely back here by yourself.  Hank here," she paused as Hank waved by way of introduction, then continued, "Hank and I thought you might need some company.  Hope you don't mind.  I'm Joan by the way."

I had to respond somehow, but I'd have to disguise my voice - should be no problem with my theatrical training.  I searched my mental catalogue of voice coaching I'd received, and decided I'd speak in a low voice with a slight drawl, something that was easy to do.

"Uh, not at all Joan," I said in my new low voice.  "Nice to meet you."  I was relieved that I was able to speak, even though my voice was a bit shaky with nerves.

Hank and my Mom settled in to watch the movie, and the erotic display by our fellow moviegoers down front.  They began whispering to each other, and I was relieved that they appeared to be ignoring me.  Time to make an escape out of this awful situation.

My cock was softening, thank God, and I began tucking it back into my pants. But my Mom had other ideas.  Out of the corner of my eye, I saw her head turn toward me.

"Oh, don't go," she whispered.  "We didn't mean to scare you away!  Sit here with us for awhile."  Her voice became soft and conspiratorial as she looked into my eyes.  Thank God for the darkened theater!  "Maybe we could have some fun," she said huskily.

And with that, she reached over and began to softly rub my crotch, all the while looking at me pointedly.  I closed by eyes in sheer terror.  This was going all wrong!  I silently cursed myself for being so stupid as to allow this to happen.  'If I just get up and run right now,' I thought, 'I can put this behind me and never think about it again.  No one will ever know.'

But I couldn't move.  Down in the prehistoric depths of my brain, raw hormones had taken over my horny, wired body.  My cock responded to her gentle touch, and I was utterly helpless, overpowered by the sensations in my groin.  Encouraged by my response, Mom unzipped my fly and gently pulled my erection into the open.

"Ooh," she whispered.  "No underwear.  I like that."

My mind raced.  I couldn't let this continue.  But I knew that I was powerless to prevent it.  My emotions were reeling with thoughts of love for her, like a son should love a Mother, versus the sexual thoughts I had about her a few weeks before.  Ultimately, though, the sexual feelings won out, and I told myself that I would just let it happen, and that would be that.  I could just watch to see what happens, maybe get a voyeuristic thrill, and then leave. Eventually, I'd forget about it, and my Mom, and no one else, needed to know.

My prick grew to full size in her soft hand.  "There, that's better," she whispered.  "You have a nice cock."

I closed my eyes briefly, desperately wanting not to look.  But I couldn't resist - I quickly opened them again to watch her play with my erection.  Her fingers were warm and soft, and she touched me with a feathery stroke, first around the head, then lower down the shaft, and then up again.  My cock was turning deep red and was pulsing in sync with my heartbeat. 

Hank was not idle through all this.  His excitement quickly grew as he watched his partner play with a "stranger's" erection.  His right hand was soon wandering up and down her tanned legs, gradually pushing her black leather skirt up her bare thighs.  She spread her legs slightly to allow him freer access.

Mom and I were not being ignored by the other theater patrons either.  Like circling vultures, first one, then two, approached us.  One sat down a few seats to my left, and one brave soul sat in the seat directly in front of my Mother.  He was a big black guy with a shaved head and a diamond stud glinting in his earlobe.  He was half-turned in his seat.  His eyes darted back and forth from my cock to my Mother's legs.  I could see over the seatback in front of me that he had his own cock out of his pants, and he was stroking it up and down as he watched the view with a look of raw lust on his face. His head dipped a little lower in an effort to see up my Mother's skirt.  It was almost comical, but I knew that I had been in that same situation many times before.

My Mother seemed more than happy to accommodate his wandering eyes.  She tried to open her legs further, but the skirt was too tight - she could only get her knees about a foot apart.  Hank whispered something in her ear.  She nodded and scooted her hips up off the seat.  I gasped as she and Hank, working together, tugged the tight skirt all the way up her legs, and over her hips, all the way up to her waist.  My eyes boggled out of my head - she wasn't wearing underwear!  I knew I shouldn't look, but I couldn't help it.  

She settled back onto her seat and spread her legs wider.  My cock jerked with lust at the sight.  Her dark curly pubic hair was fully exposed, although only partially discernible in the shadows of the darkened theater.  The black guy smiled appreciatively - apparently he could see enough, and imagine the rest.  "Oh yeah, baby," he said admiringly.  "That's a beautiful pussy."

Hank said to him, "You can touch it if you want.  She'd like that, wouldn't you honey?" 

"Mmm hmm," my Mom murmured.  Her hand continued to massage my erection.

The man turned completely around in his seat, and tentatively reached out to stroke my Mother's slim leg.  There was no protest, and he became bolder.  His long, dark fingers danced lightly up her smooth thigh.  Hank, meanwhile, lightly stroked her other thigh.  I could imagine, if not see, goose bumps forming there, and her legs trembled with the dual sensation.

The black guy glanced at Hank, and an unspoken go-ahead was given.  He continued working up my Mother's creamy thigh, until he reached her dark pubic mound.  He began to rub delicately, stroking his fingers through her fur.  She shivered with obvious excitement.  Maybe I imagined it, but I thought I could smell her excitement too.  I faintly detected a whiff of musky aroma emanating from her aroused pussy, competing with her delicately scented perfume.

Mom's legs were now splayed open in invitation, as the man continued his groping exploration.  Hank pulled his own hand away, and began snaking it up the outside of her blouse.  He cupped my Mother's right breast in his hand and began gently squeezing and massaging her tit.  I watched, fascinated, as her nipple hardened and strained against her blouse.  She moaned with pleasure, and he pushed the blouse up over her breasts.  She was braless, and her glorious tits were exposed to my wide eyes, mere inches from my arm.

The sight fascinated me.  They were tanned and full, soft and yielding in Hank's strong hand.  Just as I expected, the pink nipples were stiff and unusually long.

My own hands were idle, but Mom corrected the situation.  She momentarily released my prick, reached for my hand, and pulled it to her left breast.  My heart raced, and my mouth was dry as I began to timidly massage her tit with the flat of my hand.  I could feel the pink nipple responding to my touch, and it grew and poked against my palm. 

"Ooh, that feels good," she murmured, but whether she was talking to Hank, the black guy, or me I couldn't say.

Hank whispered softly in her ear.  I couldn't hear, but she responded with uncertainty - "I do if you do.  Both of them?"

I saw Hank nod in agreement, and soon Mom turned to me and said "Meet us in room four in five minutes."

I didn't know what she was talking about.  "Room four?" I asked quizzically.  

She nodded.  "Uh-huh.  We'll have a good time."  She winked at me, then leaned forward to offer the same invitation to the black guy.  He grinned and nodded eagerly.

Then I remembered something a fellow patron had told me a few weeks ago, about joining a couple in a private room down the hall.

Oh, no!  My mind raced.  This was getting way out of hand.  I needed to leave before it was too late.

I was about to protest, but before I knew it, Mom tugged her skirt over her hips, pulled her blouse down to cover her breasts, and stood with Hank.  Before I had a chance to say anything, they walked up the aisle and ducked through the back door of the theater.

"Shit," I muttered.

The black guy looked at me as if I was crazy.  "What are you talking about?" he scolded me.  "Are you saying you don't want to go to their room?  That is one hot bitch."

I didn't know how to respond, so I shrugged.

He grinned.  "You shy, or what?  She invited us to go and fuck her!  Don't be a dumbass.  C'mon man - to room four we go!"  And with that he stood up, at the same time tucking his enormous prick back into his open fly.  He didn't immediately leave though - he kept standing there and looking down at me with that horny grin on his face.

I just sat there in a daze, absent-mindedly stroking my fake mustache.  I knew I needed to leave the theater, right now! I couldn't go to the private room!  This had gone far enough.  I gazed toward the front of the theater.  The little knot of people had dispersed, and suddenly the theater seemed quite empty.

He was still looking at me.  "Let's go my man, before they change their mind and leave us out in the cold."  He laughed and pointed at my crotch.  "Your cock's gonna explode if you don't get some sweet cunt, and fast."
  
Finally, with my mind in a fog, I tucked in my erection and stood up uncertainly.  The black guy laughed again.  "That's my man!"  He slapped me on the shoulder and we left the dark theater together, in search of room four.  I tried not to think about what I was about to do.

_________


I let him lead me down the hall, our feet treading lightly on the cheap carpeting, toward the back of the building.  We passed several closed doors, each with a number drawn on with a black marker.  Past rooms one, two and three we walked, until we halted in front of room four.

"Hey dude, what's your name anyway?" he asked.

"Uh, Tro...Trent."  I picked the first name I could think of.

"Well, good to meet you Trent.  I'm Carl."  He laughed again.  Since I'd first laid eyes on him in the theater, the grin hadn't left his face.  "Let's go get some pussy."

I nervously licked my dry lips as Carl gently rapped on the door.  Almost immediately, the door cracked open about an inch, and Hank peered out at us.  A broad grin spread across his face and he motioned Carl and me into the room.

I stepped in behind Carl and stopped to get my bearings.  The first thing I noticed was the smell - a combination of cigarette smoke, sweat, and something else - cum maybe?  Nothing unusual about the funky aroma really - the place was used for sex and nothing more.  The room was dark, except for the glow from a 27-inch television resting on a cheap end table in the corner.  A porn video was playing, and cries of passion were emanating from the tinny speaker.

In addition to the television, the place was furnished with a non-matching tattered couch and a love seat, set along two adjacent walls.  My eyes further adjusted to the semi-darkness and I saw that sitting on the couch was a completely nude woman - my Mother.

Hank was saying something - his voice registered in my brain in mid-sentence - "...no rough stuff gentlemen.  We're here to have fun, same as you.  Respect the lady's limits and we'll get along just fine."

I looked at Hank, his muscular body silhouetted in the glow from the television.  He too was naked, his cock semi-erect as he continued.  "So take off your clothes and have fun."

He locked the door, then walked over to the love seat and sat down, watching us.  "Maybe to begin, you could join her on the couch," he said.

I became aware of Carl rapidly stripping his clothes off.  I watched, fascinated, as his huge black dick (nine inches long according to my mental measurement) sprang free. In a daze, I followed suit, and tossed my shoes, pants, and shirt in a pile at the end of the couch.

My Mom patted the couch on each side of her.  "C'mon boys," she said seductively.

Carl sat to her left, and I joined them on her right.  She immediately grabbed an erect cock in each hand and began stroking us.

I was in a daze as I leaned back into the soft cushions of the tattered sofa.  For the second time that night, my Mother was masturbating me.   

I could see her much more clearly than I could in the gloom of the theater.  Her body had a slight, uniform tan, and was just as firm and shapely as I had fantasized.  Her breasts were full, not overly large.  The pointy nipples jutted out proudly.  Her legs were spread ever so slightly, and her naked thigh was pressed against mine.  Her pubic hair was shaved into a square that disappeared into the dark mysterious place between her legs.

Her body had not totally escaped the inevitable march of middle age.  She was certainly no hardbody, like Angie.  The breasts sagged slightly, and her thighs and stomach revealed the slightest hint of infirmity.  But the total package was one of well-maintained maturity.
  
I gazed again at her pretty tits, swaying slightly as she massaged our cocks.  I looked past them to Carl's big cock, standing long and proud, half hidden in Mom's pumping fist.

Hank was splayed in the love seat along the far wall, beyond Carl.  His own cock, also larger than mine I noted ruefully, was hugely erect, and he stroked it idly as he watched my Mother administer to her two consorts. He occasionally looked at me, which made my heart race nervously, and I self-consciously touched the hairpiece and moustache to make sure everything was still in adjustment.  Despite the harsh glow from the television, I knew there was no way he could recognize me.  Nevertheless, I vowed to try to keep my face averted as much as possible.

"You two have such hard, lovely pricks," murmured my Mother.  "Looks like I got lucky tonight.  But maybe I can make them even bigger."  And with that, she bent toward my lap and touched the tip of her tongue, ever so lightly, to the velvety head of my swollen cock.  My whole body twitched involuntarily and she giggled devilishly.

"Hey, hey, what about me?" protested Carl good-naturedly.  

"Don't worry, I'll be back," she assured him.  "In the meantime, maybe you can occupy your hands."

Carl needed no further invitation, and he began caressing her flared hips and slim legs, watching enviously as my Mother licked up and down my swollen prick.

Her tongue danced up and down my shaft, occasionally dipping down to lick my hairy balls, which trembled at her touch.  She teased me like this for several minutes, my cock twitching helplessly against her tickling tongue.  Then, without warning, she took half of my cock into her warm mouth in one smooth motion.  I nearly came on the spot, but she seemed to sense this - she reduced the pressure of her red lips on my aching cock, and the moment passed.

I tentatively stroked her soft brown hair, pulling the long strands away from her pretty face as she continued applying a gentle suction.  Her eyes had a dreamy, far-away look, and a slight smile danced on her lips, even as she sucked my hard cock.  Her expression was unmistakable - she was enjoying this.  It was obvious to me that this was nothing new to her.

I smiled to myself.  Like mother like son, I thought.  It was her from whom I inherited my sexual drive - that was evident.  As I gazed down at her face, deep feelings of love and lust warred in my conflicted mind.

I knew that I would not, could not, think any less of her for doing this, and I vowed that my love for her would not lessen because of it.  Yes, I felt guilty for the deception, but she never needed to know. I continued to tenderly stroke her hair and her forehead as she licked and sucked my aching cock.

Soon she released me from her wet mouth, and smiled up at me.  "I need to take care of your friend for awhile," she said.  "I'll come back to you later."  She gave my wet cockhead one last juicy kiss, then leaned away from me and began to lick Carl's big black dick.

My cock throbbed painfully in protest, but I knew I wouldn't have to wait long.  I glanced over toward Hank, still sitting in the loveseat. He was raptly watching the hot scene on the couch.

Carl was squeezing my Mom's breast while she sucked him.  I hadn't touched her since we arrived in the room.  I had one last vestige of restraint left in me, but that was disappearing fast as I gazed with ever-growing lust at my hot Mother, sucking off this black man's big cock beside me.  She was lying on her side between the two of us, her smooth ass touching my hairy thigh.

I marveled again at her shapely body - it was everything I had imagined in my recent wicked fantasies.  My lusty eyes meandered from the smooth curves of her breasts, with nipples long and swollen, down her side to her slim waist, past the gentle curve of her hips.  There were no tan lines - apparently my Mother sunbathed in the nude.

She shifted position slightly, and pressed her ass into my leg. It flexed ever so seductively, and I could see the crack of her ass open and close with the motion.  I masturbated with my right hand, and with my left, I tentatively reached out and lightly stroked her soft ass cheeks.

They were so smooth and yielding to my fingertips, very different from Angie's muscular ass cheeks.  I squeezed them for awhile, then trailed the tip of my index finger lightly up and down the crack of her ass.  I wriggled it against her, wedging it into the warm moist gap.

I was rewarded with a soft moan from her, and she shifted position to allow me better access.  But the position was awkward - I just couldn't maneuver very well.

She sensed this.  "Let's get on the floor - there's more room to spread out," she said with a soft, husky voice.

Carl quickly complied.  He slid down to the floor and lay on his back on the matted carpeting, his head resting against the base of the couch.  My Mother quickly followed, and got down on her hands and knees next to him.  She lowered her head, and once again took his black prick, now glossy from her saliva, between her sucking lips.  

I crawled off the couch as well, and knelt behind my Mother where I could once again admire the form of her smooth, soft ass.  It was pointed at me so invitingly - the harsh light from the television clearly revealed the crack between her butt cheeks, her asshole, and lower, her wrinkled pink cunt lips peeking through her shaved pussy hair.  In the television's glare, I discerned the reflected glint of shiny wetness there.

She swayed her hips in clear invitation to touch her.  I gulped with lust at the beautiful sight.  A flash went through my brain that here was the place where I came into the world 21 years ago.  But in my horny state, I quickly put the thought aside.  To my eager, lust-crazed mind, this wasn't my Mother so much as a beautiful horny woman who was eagerly anticipating my touch.

I stroked and caressed her round ass cheeks, delighting in the tactile sensation.  I took a cheek in each hand and spread them slightly, and watched with delight as her pretty pink asshole stretched open.  Holding a cheek open with one hand, I took the index finger of the other hand and trailed it up and down the crack of her ass.  I scooted it lower, and lightly rubbed against her butthole - it was surrounded with fine hair, and was tacky to the touch from perspiration.

"Mmmm," hummed my Mother in encouragement.  Once again, she wriggled her butt seductively, further encouraging me to explore.  

I brought my fingertip to my nose, and was rewarded with a sweaty, musky fragrance.  My aching cock throbbed with lust.

But smelling her delightful aroma was not nearly enough to satisfy my lusty curiosity.  I lowered my face to her, and touched the tip of my wet tongue to her puckered asshole.

I felt her body tremble, and she moaned hoarsely around Carl's cock.  She scooted her hips backward, pushing her ass against my face, imploring me to continue my oral exploration.

I circled my tongue around the crinkled asshole as she pressed with urgency against me.  I felt the sticky wetness of her pussy lips against my chin, and moved my face in small circular motions to give her added stimulation there.

I was lost in rapture - I could have lapped at that beautiful, fragrant asshole all night.  But my Mom had a growing sense of urgency.  I was surprised when I felt her fingers wriggling against my chin. I pulled back briefly to watch - she had extended an arm beneath her, and she was dancing her fingers across her wet pussy lips to provide herself with added stimulation.  I watched in fascination as her nimble fingers played up and down the juicy lips, then slid lower to rub her now erect clitoris.  I wondered, briefly, why she wanted to do this herself - she could have asked me to lick her pussy.

But my question was soon answered.  She interrupted her blowjob and looked over her shoulder at me with shiny, lust-filled eyes.  "I want you to fuck my cunt!" she demanded.  "I need it bad honey."  Her voice was raspy with lust. 

My heart leapt into my throat.  This was almost too much.  My Mother wanted me, was begging me, to fuck her.  A wave of guilt washed over me.  But there was no going back.  She and I both needed it desperately.

I knelt behind her and guided my erect cock against her swollen cunt lips.  I rubbed the head up and down her slit, bathing it with her juicy wetness.  Her breathing quickened, and she wriggled against me in anticipation.  Her fingers were now furiously stroking her clit.

"Oh, God, please!" she implored.  "Fuck me now!"

I wedged my cockhead against her warm, slimy cunthole and pushed against her.  My prick slipped in easily, but I paused about halfway in, almost mad with lust as her cunt muscles gripped me tightly.

"Oh yes!" she begged.  "All the way in!"

But before I could continue to slide into her, she pushed sharply against me, and my prick sank all the way into her pussy.

"Ohhh, God!" she softly screamed with desire and lust.  "Fuck me!"

I began to thrust in and out of her warm, silky pussy, as she moaned with pleasure. Her voice was muffled - her mouth was filled with Carl's big dick.

The sensation was indescribable.  Her pussy wasn't all that tight, but she had the ability to squeeze my cock in a sensual rhythm with her cunt muscles.  I moaned with lust at the sensation, and beads of perspiration erupted on my forehead.


I picked up the pace, ramming my hard dick savagely into my Mother's pussy.  I grasped her hips and pulled her violently against me in matching rhythm.   "That's it!" encouraged Hank from his sofa.  "Keep it up - she loves it!" 

I could feel her fingers brushing against my hairy balls as she frantically stroked her clit.  Her breathing was hoarse and raspy, and I could tell that she was about to have an orgasm.  I glanced at poor Carl.  The unfortunate fellow's cock was throbbing and standing straight up, but my Mother in her lust was no longer sucking him off.  Her face was buried in his thigh, as I fucked her furiously.  He seemed content, for the moment, to watch us.

I wanted this to go on forever, but Mom had other ideas.  With a loud squeal, her body went rigid, then she began frantically bucking her hips, as her orgasm began to wash over her trembling body.

"Oh God I'm coming!" she shouted hoarsely.  "Fuck me, fuck me, fuck me...!"

Her vaginal muscles squeezed my thrusting cock, and I couldn't hold out any longer.  With a series of deep moans, my cock spasmed inside her wet, clenching pussy.  A euphoric wave of love for my Mother washed over me, and I squirted my warm cum deep inside her.  I continued thrusting against her with a liquid slapping sound as I deposited my semen in powerful jets.

My moans died away and my Mother's heavy, hoarse breathing gradually began to lessen as we decreased the intensity of our thrusting.  Soon, we came to a stop, but we remained in position in the warm afterglow of our mutual orgasm.  

After a minute or two, I gently slid my semi-hard, slimy prick from her warm cunt and collapsed backwards on the floor, achy and tired from my exertion.  My Mother still had her face buried in Carl's thigh, trying to catch her breath, but she was now beginning once again to stroke his swollen prick with her hand.

But if I was spent, at least for the moment, the other men were not. Hank, who had been continuing to watch from the love seat, rose and moved toward us, his big dick swinging in the air.  I watched in amazement as he knelt behind my Mother, grabbed her hips, and pulled her sweaty crotch toward his face.  I realized that here was something else I didn't know about Hank.  He must be bisexual - I was certain he was getting a faceful of my cum as it dribbled out of her cunt.  I could actually hear the liquid sounds as he drank from her sopping pussy.

Although I had never had a homosexual experience, I found the sight, and sound, to be incredibly erotic.  Hank moaned lustily as he eagerly sucked the pungent liquid from my Mother's slimy cunthole.

My Mother, despite having just experienced a powerful orgasm, was being re-stimulated to a fever pitch.  "Oh God, Hank", she panted.  "Suck it hard!"

This continued for several minutes.  Hank laved my Mother's pussy with his tongue, while she resumed licking Carl's ebony prick.

My Mother was once again ready for a hard fucking, and Carl and Hank were all too eager to oblige.  From my vantagepoint on the floor, I watched as Mom pulled away from Hank, and crawled closer toward Carl.  She straddled him on hands and knees, and lowered her round ass down toward his eager prick.  She reached back and grasped the hard cock with her hand, guiding it toward her sopping pussy.  She continued to lower her hips, until his mushroom cockhead was lodged against the entrance to her hot pussy.  Her sweaty tits were suspended over him, and he began to squeeze them firmly with his big hands.

Gradually, teasingly, she lowered herself onto Carl.  I watched, fascinated, as the big dick slowly disappeared, inch by inch, up her clinging pussy.  His cock was so long that there was no way the entire length would fit, but Carl didn't seem to mind.  He moaned deeply, and his eyes rolled back as he reveled in the sensation.  My Mother paused briefly and then slowly and sensuously began bucking up and down on the erect cock.

Hank wasn't left out though.  I watched him crawl on hands and knees toward the love seat, and he began rifling through Mom's purse.  He produced a tube of lotion, and squeezed a long bead of gel onto his hard dick, then slathered it all over the head and shaft with his big head.  Ah, now I understood.  Lubricant!  This I had to see.

He crawled back to join Mom's and Carl's writhing, thrusting bodies.  He positioned himself on his knees between Carl's splayed legs and behind my Mother.  She halted her up and down thrusting, and leaned farther forward, pressing herself against Carl, smashing her soft tits into his sweaty chest. With no hesitation, Hank expertly placed his dick against Mom's asshole, and began to push the engorged cockhead slowly but insistently into her.

Oh fuck, this was wild!  My Mother liked it up the ass, with double penetration to boot!  This was stuff I had only seen in porn videos, and never imagined I would be able to watch in real life.

I watched as Hank's pulsating cock slowly disappeared into Mom's rectum.  First the cockhead, then one inch, then two inches of Hank's cock slid in.  I was stunned - his cock wasn't quite as long as Carl's, but it was definitely thicker.  I didn't think it could possibly fit, but it slid home with little resistance.

My Mother was obviously used to it.  She urged Hank to continue.  "Ohhh, God, Hank," she purred.  "That's it.  Fuck my asshole!"

Hank gasped with pleasure as his entire prick sank in to the hilt, his hairy balls tightly pressed against her anal opening.

My Mother began a back and forth motion, thrusting against the two big cocks, and in unison, the three of them began an erotic dance, writhing their sweaty bodies against one another, sighing and moaning with lust.

My cock, and my horniness, was growing again at the erotic sight.  But my orgasm had allowed me to gain some control over my senses.  The comprehension of what had just happened was sinking in, and a creeping paranoia was gaining hold.  Suddenly, I had less confidence in my disguise.  I could not be discovered!

I realized I couldn't dilly-dally around here anymore.  What if I found myself getting into a conversation with Hank and my Mom?  My paranoia was beginning to make me sick to my stomach.  I had to get out!

The three of them were writhing against each other in a sweaty mass, their moans intermingling with the erotic slapping sounds of the two pricks thrusting into her wetness.  I sensed that this was my best opportunity for escape.

I got off the floor, and in my low drawling voice said, "It's been great folks, but I've gotta go."

They acknowledged me, but just barely.  They were too caught up in the moment.  Hank gave a small wave, but he was lost in the throes of ecstasy.  His mouth was agape and his eyes were screwed tightly closed as he plowed into my Mother's ass.

I quickly collected my clothes off the floor, got dressed, and left the private room.  As calmly as I could, I walked down the hall, past the theater, and left the store.

The fresh air cleared my mind as I half walked, half ran across the dimly lit parking lot toward my car.  I was now fully aware of what had just happened, now that my dick no longer controlled my brain.  

My God - I had just fucked my own Mother!  How could I ever face her again?  How could I face myself?  In the theater, it had seemed like no big deal.  But now, I wasn't so sure.  I fumbled for my car keys, opened the door, and tumbled in to the front seat.

I yanked off the wig and, painfully, the moustache.  I sat in the car, breathing heavily, and tried to calm down.  I decided I needed a beer to ease my nerves, and I drove randomly until I found an open convenience store.

I put a six-pack on the counter, and the clerk, a middle-aged woman with a tired face, asked for my ID.  I reached for my wallet, but for some reason it wasn't in my back pocket.  In a near panic I felt each of my pockets, but my wallet was nowhere to be found.

I dashed out of the store and checked on and under the seat of my car, but the wallet was missing.  My mind raced, as I tried to think where I might have lost it.  Obviously, I had the wallet at Roxy Video - I needed money to get into the theater.  Then, with a blinding flash, I remembered.  I had stripped my clothes off in the private room and had thrown them in a pile on the floor.  The wallet must have fallen out of my pants then, and in my haste to leave I didn't see it.

I was horror-stricken.  What if my Mother and Hank found the wallet?  What if they looked inside and found my driver's license?  This was turning into a nightmare.  Heart pounding in my chest, I dashed to a pay phone and rifled through the tattered yellow pages.  I found the number for Roxy Video and nervously dialed.

"Roxy."

"Uh, yeah, I lost a wallet at your store I think.  An hour or two ago.  Anyone turn one in?"

"No.  Been here all night, and I ain't seen one."

My panic increased.  "Um, I was in the theater, and private room four.  Maybe someone could check?"

"Can't look now pal.  I'm here alone.  Anyway, someone's in room four.  Can't hardly disturb 'em, you know?"

Fuck!  "Please, I've gotta find my wallet!"

"Look Mac, I ain't got time for this right now, and we're closing in half an hour.  Call back tomorrow after we open.  At ten."

"But..."

The phone went dead.  He had hung up on me.

My mind raced.  I could drive back to the Roxy to look for the wallet, but what if Mom and Hank were still there?  Glumly, I decided to wait until the morning and search for the wallet then.

I spent a sleepless night in near hysteria. I showed up at the Roxy at ten in the morning, and frantically searched the theater and private room four.  They let me rifle through the cardboard lost and found box, but the wallet wasn't there either.  Dismayed, I went back to my apartment and spent the afternoon canceling my credit cards and arranging to get a new driver's license.  I didn't know if my Mom had found the wallet, but I feared the worst.

Several days went by as I tried to return my life to some semblance of normalcy.  They were the worst days of my life.  The stress of not knowing was unbearable.  Many times, I reached for the telephone to call my Mother, but each time I talked myself out of it.

On Wednesday evening, I was laying about my apartment, in a deep funk.  The air conditioner wasn't working properly, and the apartment was stuffy.  In fact, it was cooler outside than in, but I was too depressed to go out for fresh air.  Shortly after nine, the doorbell rang.

I opened the door and stood face to face with my Mother.  Instantly, my heart started racing, and for an awkward moment, I scanned her face for an expression, a clue, anything that would tell me whether or not she had found the wallet. Did she know?  But I couldn't read anything there. 

Something wasn't right though.  Her hair was disheveled and looked unwashed.  Her mascara was smeared. No longer did she look like the sex-crazed whore from the Roxy.  She looked sad, and slightly forlorn.  Her eyes were slightly glassy, and she was unsteady on her feet as she gazed at me.  She had obviously been drinking. 

"Well Troy, I don't come to visit you very often.  The least you could do is ask me in."  She didn't wait for an invitation though - she brushed past me and entered my apartment.  I could smell alcohol on her breath.

"Uh, sorry Mom.  Come on in.  I, um, just wasn't expecting you."

She stood unsteadily in the living room.  She said nothing - she just looked around the room as if she had never seen it before.  My heart raced furiously - something wasn't right.  She knew!

The silence was awkward.  I pointed toward the couch.  "Um, would you care to sit down Mom?" I asked with a trembling voice.  "Can I get you something to drink?  Some coffee?" I added helpfully.

"Oh, no, nothing for me thanks.  Anyway, it's too damn hot in here for coffee," she slurred.

"Er, sorry.  AC's not working."

She nodded.  "Oh, I wanted to return this to you."

I watched with consternation as she reached into her purse and pulled out my wallet.  She looked at it uncertainly for a moment, then handed it toward me.  She was holding it gingerly between her thumb and index finger, as if it was poisonous.

Our eyes met briefly as I reached hesitantly toward the wallet.  Her eyes were narrowed, and I saw something there.  Anger?

"Do you know where I found it?" she asked with a trembling voice.  Her eyes were now piercing into mine.  I looked away, and began rifling through the wallet with trembling hands.  Yup, definitely mine.  Driver's license, credit card, full of cash.  My heart sank.

"Um, no.  At your apartment?" I asked weakly.

"Ever heard of the Roxy Theater, Troy?"  Her voice was rising in anger.

"Er, I don't think so."

"Troy, I need you to take your shirt off," she commanded.

My shirt?  What the hell was she thinking?  I hesitated.

"NOW!"

I obediently unbuttoned the shirt, and removed it slowly.

For some reason, she stared for a moment at my upper arm.  I glanced down, and saw there, emblazoned on my upper arm, my butterfly tattoo.  My heart sank, and I lifted my eyes toward hers.  They had widened with shock and recognition, and she took two quick, if unsteady, steps toward me.  "You bastard!" she screamed in my face.  Her lip quivered, and then she broke into tears, holding her hands to her face.

I was stunned by her anger, and I could feel my face flush with sadness and shame.  Yes, she knew.  The tattoo had given me away.  She knew that I was the stranger at the Roxy that night.

I didn't know what to do.  I tried to reach out to her, but she pulled away angrily.  Tears welled in my eyes as I watched her.  I just stood there, helpless, cursing myself for my lunacy.  What had I done?  I've ruined my relationship with my Mother, the Mother that I loved, probably irreparably.

Her sobs were slowly subsiding.  "Why, Troy?  Why did you do it?" she asked with a trembling voice.

"I'm so sorry Mom." 

I wanted to explain, but I didn't know what more to say.

Once again, I reached for her.  I wanted to hug her to help her understand how sorry I was.  But once again, she pulled away.  "No Troy.  Don't touch me!" she exclaimed.  "I'm leaving now."

She walked unsteadily toward the front door.  I ran to stop her.

"Mom, please!" I pleaded.  "I can't let you drive like this.  You've been drinking."

She paused and exhaled deeply.  "Troy, I'm exhausted, and I need to go home," she said wearily.

"Then you can sleep on the couch.  Please."  I looked into her eyes imploringly, and she nodded.  I grabbed her lightly by the shoulders.  This time she didn't turn me away.  Encouraged, I led her to the couch.  She lay down and closed her eyes while I removed her shoes. In her drunken immodesty, her legs were splayed open slightly, and despite myself I found myself looking up her skirt.  I could see sheer light blue cotton panties tightly covering her private area.  With an angry shake of my head, I turned away.  Don't ever do that again, I chided myself.  You mustn't!  This is your Mother!

I sat next to her for a moment, and wiped the tearstains from her cheeks.  I bent down to kiss her forehead, but she wouldn't acknowledge me.  She turned her head away, her eyes tightly shut.

I needed to leave her alone.  That was obvious.  I tiptoed to my bedroom, stripped to my underwear and threw myself onto the uncomfortably warm sheets.  I lay in bed for a long time, immobile, my head spinning as I tried to sort things out.  With my dark thoughts and the uncomfortable heat, I thought sleep would never come.  But finally, I drifted off into a restless sleep of evil dreams.

I came awake a short time later at the sensation of the mattress sinking next to me.  With a start, I opened my sleepy eyes, and saw the shadow of my Mother sitting next to me in the moonlit semi-darkness. 

She tentatively reached out and placed her hand on mine.  "Troy, please hold me.  I need someone to love me.  Hank has left me, and I don't know what to do."  She shuddered, and began to cry softly.

I reached my arms out to her, and she lay down on her side next to me, her head resting on my shoulder.

We lay there for a long time, she on her side next to me, my arm encircling her protectively.  Her quiet sobs slowly subsided.  The body warmth emanating through her skirt and blouse would normally have been uncomfortable given the oppressive heat, but I didn't care.  I was overjoyed that she had come to me.  Now we could begin the slow process of healing and forgiveness for what I had done.

Finally, I spoke.  "Mom, I just want to - I want to apologize.  I'm so sorry it happened."

She didn't respond.  She nestled her face into my chest, her hair brushing my cheek and chin.  Her soft hand was resting on my shoulder.

"Do you forgive me?"

"Hush," she whispered. 

We continued to lie comfortably in each other's arms, and I closed my eyes and exhaled a satisfied sigh.  I felt I could stay here like this forever, arm in arm with my Mother.

Her hand moved from my shoulder to my flat stomach, and she nestled her head ever more deeply into my chest.

But her soft hand did not rest idly on my stomach - it began caressing me in slow, circular motions.  I became conscious of my near nudity.

"Uh, Mom?" I asked uncertainly.

But she shushed me, and continued the gentle stroking.  The sensation was part ticklish, part erotic.  Despite myself, I felt my prick stirring in my underwear.  Did she realize what she was doing?  

Any doubt I had left my mind when I felt her begin to softly kiss my chest, next to my right nipple.  I felt my cock stirring.  NO!  This couldn't happen!

"Mom we shouldn't do this..." I protested weakly.

But she just shook her head and continued to kiss my chest.  Her lips danced across to my nipple.  She kissed me lightly there, as her hand caressed my stomach, and I shuddered in response.  She slid from my navel area, lower, then lower still.  Her fingertips brushed against the waistband of my underwear.

Her tongue circled around my nipple until it was wet with her saliva.  Her fingers dipped beneath the waistband, and brushed against my wiry pubic hair.  My cock grew rapidly, tenting my underwear.  This left a gap between the waistband and my bare skin, through which her fingers could now gain clear access to my private parts.  She brushed through the hair at the base of my cock, then dipped lower, lightly stroking my balls.  They contracted in response, pulling tightly against my sweaty groin.

She lifted her head from my chest and looked deeply into my eyes.  I could discern her bright eyes shining in the moonlight. 

"I need you Troy - we need each other.  I don't care what happened the other night.  Maybe it was meant to be."

And she kissed me on the lips, softly at first, but then she pressed her mouth against mine with urgency.  I felt her wet tongue pressing against my dry lips, trying to force it's way into my mouth.

I opened my mouth to her insistent tongue.  Immediately, it darted into my willing mouth.  Simultaneously, her hand grasped my now throbbing cock and squeezed it gently.  I gasped, and pulled her head to mine.  We kissed with passion, our tongues intertwining.  I could fight my feelings no longer.

She climbed on top of me and we stretched our bodies together, urgently grinding against each other in our passion, as we sucked each other tongues.  I was keenly aware of the feel of my Mother against every part of my body, her warm moist breath as she panted into my mouth, her soft breasts mashed against my chest.  I felt her warm crotch through her panties as she rubbed against my pelvis. I slipped my hands up under her blouse and stroked her warm back as she ground against me.  Then I worked my hands down over her ass, and pulled her skirt up.  I tugged at her panties and pulled them into the crack of her ass, thong-style, then began to greedily grope her bare ass cheeks.

I pulled her into my crotch as she bucked against me.  I dipped the tip of my finger inside her panties, and tentatively probed against her puckered asshole, just at the limit of my reach.  I applied a bit of pressure and waited for a sign from her to continue my probing.

"Mmm hmm," she purred into my ear.  I slipped the finger into her sweaty asshole up to the first knuckle, then began to slide it slowly in and out as she writhed against me.

Mom groaned into my mouth at the sensation.  I began to thrust my cock, still tented in my underwear, against her wet panties.  She returned my eager thrusts, and her breathing quickened with desire.

Suddenly, she pulled away and got off of the bed.  I whimpered slightly with frustration, but I had nothing to fear.  She quickly stripped off her clothes.  I watched as she then reached down to peel off my underwear, sliding them down my legs and over my feet.  Her body glowed in the darkness like an erotic goddess. 

I expected her to lie back down on top of me - in fact, I lusted for the feel of her bare skin against mine.  But she had other ideas.  She carefully placed her knees on either side of my head, and knelt there for a moment, looking down at me.  Her pussy was suspended about a foot above my face, and the scent of her womanhood was strong in my nostrils.

I couldn't stand it.  "Let me lick you Mom." I implored.

She smiled down at me - I could see the flash of white teeth in the semi-darkness, and she slowly, enticingly, began to lower her hairy pussy toward my eager, waiting mouth.

My tongue lapped at her swollen, juicy cunt. "Oh God!" She gasped with the sensation and I felt a tremor run through her body.  She ground her pussy hard against my mouth.  Her sweaty thighs squeezed against the side of my face in a vice-like grip.

Her smell was indescribable, a mixture of musky sweat and her aromatic cunt juices.  I licked from her puckered asshole, up her swollen pussy lips, and finally circled around her erect clit, then worked my way back down again.

I looked up, past her stomach and watched as her tits swayed seductively above me.  She was plucking at the erect nipples with her fingertips, further adding to her stimulation.

My Mother cried out with passion.  "Oh, God Troy.  You suck me so good!  You're gonna make me come!"  She clutched at my hair, pulling my mouth up into her cunt, while at the same time applying her full weight to my face.  I was nearly suffocating in the erotic grip.

Her sensuous grinding increased in tempo.  "Suck my clit!" she commanded. 

I happily obliged.  I pulled at her erect clitoris with my lips, and applied a gentle suction.  "Ahhh, fuck!" she screamed in pleasure.  Instantly, I felt her legs clench tightly against my sweaty face as her body began spasming with her orgasm.

She furiously bucked against my face as she screamed in her passion.  She began to cry from the depth of her physical and emotional release.

Gradually, her breathing decreased in tempo, as I softly licked the remnants of her juices from her pussy lips.

She collapsed in a sweaty heap on to the sheets next to me, lying on her stomach.  I held her in my loving arms as she cried into the pillow.  The intensity of her climax had seized her female emotions.  Gradually though, her tears subsided, and she sighed contently.  "My god, that was fantastic," she purred into the sheet.  I caressed her sweaty ass cheeks as she relaxed in the warm afterglow of her orgasm.

But my own desires were building.  My cock was engorged with passion, and I needed my own release.  I humped against her thigh.

"I can think of a better place for that," she murmured.

I got on top of her, doggy style, and guided my prick toward her swollen pussy.  I began to press my velvety cockhead into her warm, sloppy cunt.

"I can think of an even better place," she whispered back to me.

I paused.  I didn't understand what she meant.  "Mom, I have to make love to you.  I can't stand it anymore."

She giggled like a schoolgirl.  "I know silly.  I mean a better place to fuck me.  Up my ass."

"Ah, I get it.  But, um, I don't have any lubrication."

"My pussy has all the lubrication you need.  Just stick your dick in there for a sec, and it'll be fine."

And so I did.  I entered her inviting pussy, and felt her hot juices coat my throbbing prick.  I pulled back out, and, holding it in my hand, guided the greasy cockhead between her slippery butt cheeks.  I probed in the darkness for a few seconds, searching for the tightness of her puckered asshole. At last, I found my goal, and I wedged the tip against her anal opening.  I gently pushed, feeling the slightest resistance as I slid my throbbing hardon past her spincter, then into her warm, inviting ass. 

The first two or three inches of my prick were embedded in her warm rectum. 
It felt much looser than Angie's.  I understood why Hank had been able to fuck her ass so easily, despite the impressive girth of his prick.

I paused and focused on the wonderful sensation for a moment.  "Am I hurting you at all?" I whispered in her ear.

"No, it feels good..." she cooed.  "Push it in." She wriggled her ass enticingly against me, almost sucking me in with no effort from me.  At last, all 7 inches of my prick were lodged in her bumhole.

"I want to make you feel good Mom." I whispered. "Tell me what you want me to do."

She whimpered.  "Just fuck me hard," she sighed.  "I love it!"

What my Mom lacked in tightness, she more than made up for in experience.  I marveled at the sensation of her spincter alternately tightening and loosening against my prick as I began thrusting my prick in and out of her ass.  I knew that I wouldn't be able to hold out for very long.  I was past caring, and I picked up the pace.

"Yeah, that's it!  Fuck it, fuck it fuck it!" implored my Mother.

My thrusts became more furious, as I savagely fucked her asshole.  She groaned with pleasure into the mattress, and tightly gripped the sheet with clenched hands.  Her ass was like a vice around my prick, and with one last furious thrust and a sharp gasp, I plunged my cock as far as I could up her rectum, and began coming in massive spasms.

"I love you Mom!" I cried in my passion and ecstasy, as my cum spurted deep inside her ass, coating her clenching anal walls.  All of my muscles strained against her as the orgasm wracked my body.  The orgasm seemed endless, as spurt after spurt left my throbbing prick.

Panting and heaving, we rolled together onto our sides, my cock still buried up her rectum.  We lay pressed together on the sweat-soaked sheets of the bed, nestled like spoons.  My hand softly stroked her shapely hip.  I noticed with surprise that the soft light of dawn was beginning to fill the room.  

She was crying softly again in the passion of the moment.  "I love you too Troy," she said.  I nuzzled her ear lobe with happiness. 

We said nothing more.  I didn't know what to say.  My emotions, and hers too I imagine, were churning.  I tried to sort out what had happened over the last week.  I had now had sex, not once but twice, with my Mother, the same Mother that I was learning how to love all over again. 

We whispered our love for each other once again, and fell asleep in exhaustion, my shriveled prick still nestled in her warm, loving ass.

_______


The next several weeks of that summer were the most thrilling of my life.  My Mom and I came to the realization that we could continue our mother/son relationship, while at the same time bring each to new heights of passion.  We had sex with many more times.

But best of all, we talked.  We talked about the past, we talked about the future, but mostly we lived in the moment, not caring about anything else.

I continued my long-distance relationship with Angie, surreptitiously at first.  I thought my Mother would be disapproving, or jealous at the very least.  But that wasn't the case at all.  In fact, she encouraged me to continue to do so.  We both felt that our special relationship might not be sustainable - eventually we would both need to return to a normal life, and possibly break our physical bond. 

I spoke to Angie every few days.  Sometimes, we talked about our relationship.  Mostly, though, we talked and fantasized about the hot sex we would have upon her return.  Basically, it was nothing more than phone sex.  She would describe her fantasies to me, and I would describe mine to her, and we would masturbate together over the phone.

No fantasy was left uncovered.  Mostly though, I steered her back toward her admission of a lesbian relationship.  She knew that made me hotter than anything, and she certainly did nothing to discourage me.

Of course, Angie had no idea about the heights that my sexual adventures had taken me during the summer.  Surprisingly, my frequent sex with my Mother did nothing to dampen my sexual feelings toward Angie.  The relationship with my Mother was different, somehow, and I still greatly desired my girlfriend.

My Mom prodded and cajoled me into talking about my sex life with Angie.  I even admitted to the long distance mutual masturbation sessions.  This was embarrassing at first, until I figured out that listening to my stories made her incredibly hot and horny.  In fact, my tales frequently served as foreplay for torrid sex with my Mother. 

And so it went that summer.  Hot sex with my Mother, phone sex with my girlfriend.

My relationship between my Mother and I grew increasingly intimate.  One Sunday morning, she and I lounged in bed after some wanton, sweaty wakeup sex.  The sunlight streaming through the bedroom window bathed our body in glowing warmth.  Our discussion turned to the past and her relationship with my father, which was a subject we had always carefully avoided.

"He was a good man, and I loved him," she was saying.  Her eyes were distant as she transported herself back to those years.  "It's just that our interests diverged."

"Why?  What do you mean?"

She looked at me pointedly.  "He told you that I had several affairs outside the relationship, didn't he?"

"Yes.  He said that's why you divorced."

"Well that's true, at least partly."  She rolled over onto her stomach and cupped her chin in her hands.  She looked at me with sad eyes.

"Troy," she said slowly, "Your father and I were swingers early in our marriage, for the first few years after you were born.  We had sex with other couples."

She paused, and I nodded for her to go on.

She swallowed.  "But before long, that changed.  I wanted to keep swinging, but your father was no longer interested.  He just...he just seemed to think that fatherhood meant that he had to change our lifestyle.  I guess I disagreed.  I knew, I still know, that that didn't have to be the case."

I digested this information for a while, staring absently at the ceiling, basking in the morning sunlight.  My curiosity was aroused.

I cleared my throat.  "What's it like?"

"What's what like?"

"Swinging."

Mom bit her lower lip.  "Well..." she paused, and I rolled on my side to look at her.  "Well, that's a hard question to answer.  Physically, it's incredible.  Emotionally, it carries some baggage for some people.  Not for me, but like I said, it became a problem with your father.  It kind of depends on what kind of relationship you have with your partner.  Myself, I loved it.  Still do."

My eyebrows arched with surprise.  "Still?"

"Sure.  Still.  How do you think I met Hank?"

I nodded.  Sore subject, that one.  Hank was there when Mom discovered my wallet.  He knew all about what I had done.

She changed the direction of the conversation.  She didn't want to talk about Hank any more than I did.  "Why do you ask?"

"Oh, I don't know.  I guess it's something I fantasize about with Angie."

"Does she know about it?"

"Sort of.  I mean, I have this thing about being with Angie and another woman.  We talk about it on the phone.  And she's willing.  To fantasize about it I mean.  We do this thing where she pretends she's with a girl, having sex, and she describes it to me on the phone, while I jack off."

"Hmm.  Do you think she'd ever want to do it for real?"

"I dunno.  Maybe.  She told me once she had sex with another girl a couple of years ago.  And I've mentioned it once or twice.  About actually doing it, I mean.  Not just me fantasizing about it."

"And how does she respond?"

"She gets kind of coy.  I mean, she'll say something like 'well, maybe someday.'  But that's about it."

She sat up at the foot of the bed, arms around her knees.  "Maybe you should try being more direct.  Just come out and ask if her she would do it for real."

I shook my head.  "I'm not sure if I can do that.  Not yet anyway.  Besides, I have no idea how to go about making it happen, even if Angie agreed to it."

"That's easy.  Just run an ad."

I chuckled.  "Like in the Observer?"  I was referring to the local alternative weekly newspaper.  It contained a section of personal advertisements in the back. "I can't see Angie going for that."

Mom frowned at me, and brushed a few wayward strands of hair from her face.  "Well, you'll never know if you don't ask her.  Anyway, you'd be better off placing an ad in one of the real swinger magazines.  There are a bunch of them covering Southern California.  Have you seen the rack of them at the Roxy?"  I nodded.

"You get serious responses with those ads.  With the Observer, you might get a bunch of cranks and people playing games.  Anyway, place an ad looking for a bi girl.  You'll get responses.  Not a lot, but enough to choose from.  And you'll improve your odds considerably if you run a photo of yourself and Angie."

I snorted.  "Get real, Mom.  A photo's out of the question.  And swinger magazines might be a little too hardcore for Angie."  I rubbed my chin thoughtfully.  "How often do those magazines come out?"

"It depends.  Monthly or quarterly."

"That settles it then.  It would be months before we could make this happen.  I think I should take my chances with the Observer."

"Suit yourself.  But don't say I didn't warn you."

I smiled at her.  "You sure seem to know what you're talking about."

She shrugged.  "I've got some experience in the matter," she said with a shy smile.  "You know Troy, I just want this to work out for you.  And Angie too.  I want to see you happy."

"I know Mom."  I stretched out on the sheets, considering what she had just told me.  "Tell me this - do you have experience with other girls, too?"

She laughed.  "My, you're full of questions this morning."  She tickled my feet playfully.  "Well, for your information, I have.  Lots of experience," she emphasized. 

I kicked her hands away from my ticklish feet, while she continued.  "I like getting it on with other women.  I get horny just thinking about it."

She seemed deep in thought, and we went silent.  After a few minutes, though, the quiet was broken by her girlish giggle.  "Looks like I'm not the only one who gets horny."  I looked up, and she nodded toward my crotch.  My prick was semi-hard, and growing fast.

She looked at me with smoldering eyes, and breathed, "maybe I can take care of that."  She crawled over to me, and lowered her mouth to my willing prick.

_________


"So Angie, what do you think"

A week had passed, and I was on the phone with Angie.  I had decided to go with my Mother's instincts, at least partially.  I had just broached the idea of running a personal ad in the Observer.  I was in my usual position - flat on my back and nude, phone held to my ear.  My prick was hard just from the thought of what I was asking Angie to do.

Unfortunately, she wasn't responding.  I said a nervous, silent prayer.

Finally, she exhaled loudly into the telephone.  "Okay, Troy, we'll do it.  But if I don't like the response we get, I don't want to go through with it.  I've got to be comfortable with the girl."

"Of course.  I don't want to do anything you don't."  I tried to sound cool and casual, but I'm sure she sensed my excitement.  I began rubbing my erection.

"And it's got to be a single girl.  I don't want any boyfriends or husbands complicating things, okay?  And she has to be pretty."

"Of course," I replied.  "This is going to be fantastic Angie!"

I was giddy with anticipation. "Tell, you what.  I'll start thinking of what the ad will say and read it to you next time we talk.  That way, I can place the ad, say, in the next week or two, and we should start getting responses by the time you get back out here.  Let's see..."  I consulted my mental calendar.  "That's only three weeks."

"Okay."  She laughed.  "But you sure are in a hurry."

"I know," I admitted.  "But I'm really excited about this Angie."  I paused.  "Are you excited?" 

She was silent for a moment.  "Yeah, I've gotta admit, I am."  She chuckled.  "This might be pretty...interesting."

__________


Mom seemed just as thrilled as me when I gave her the news the next evening - she was genuinely happy for Angie and me. But she cautioned me not to get my hopes up too high.  Sometimes, she told me, swinger ads just don't work out like you hope they will.  She offered to help me write the ad, but I didn't want to take the time.  I picked up a copy of the Observer the next day and scanned the ads to get some ideas.  I scribbled out some text and called Angie that evening.

"Okay, Angie, here's what I've got."  I cleared my throat and recited the letter:  "Attractive couple, early 20's seek slim and attractive bi woman for fun times and hot sex.  She's a blond gorgeous bi hardbody.  He's attractive and horny. We're both sane and excited - you be too. Please send photo and phone.

"There.  What do you think?"

"Hmm," she paused.  "Well, I'm not sure if I'd call myself either bi or gorgeous."

"Oh c'mon Angie," I scolded.  You're definitely gorgeous.  And I'm pretty sure that the whole point of the ad is that you're bi." 

She giggled.  "Yeah, okay.  I guess you're right.  But what's this thing about being sane?"

"A lot of the ads say that.  I guess it's to make sure weirdoes don't respond."

"They better not."

"So, is it okay then?  I can fax the ad to the Observer tomorrow."

Silence.

"Angie?"

"Okay," she said quietly.  "Let's do it."

_______


And so I paid the $20 fee and ran the ad.  I anxiously checked my mailbox at the apartment complex mail center every day for the next two weeks until I got my first bundle of forwarded responses.  I grabbed them out of the mailbox and ran, tripping and eager, to my apartment.  

My heart was pounding with a nervous thrill when I tossed the pile on the kitchen table.  There were about 20 letters, which was a response beyond my wildest dreams.  I imagined letters and photographs from beautiful, hot women eager to have sex with us.  With trembling hands, I opened the first letter in the pile.

It contained a grainy black and white photo of...a 60-year-old guy with a hardon.  I squinted at the accompanying letter in an effort to make out the virtually illegible handwriting.  A single guy wrote it as far as I could tell - there was no mention of a wife or girlfriend.

Disappointed, I tossed the letter on the floor and plucked the next letter from the pile.  There was no photo.  I sighed with frustration, and opened the next letter.  Well, this one had a photo at least.  Finally, a single woman, but she appeared to be 50 years old and was obese.

I sighed and spent the next half-hour going through the remaining responses.  There were one or two of mild interest, meaning they were at least youngish single women.  But each of them sounded slightly creepy in the letter.  All of the other nineteen letters were worthless.  I sat back in my chair, frustrated nearly to tears.  I decided to call my Mom for sympathy, staring ruefully at the discarded pile of letters as I dialed.

"I'm sorry sweetie," she said, after I explained what had happened.  "I guess this isn't working out like you hoped."

"No, not at all."  I sighed.  "I guess you were right about not getting my hopes up too high."

"I think so, Troy.  And I don't want to rub it in - you feel bad enough.  But I think running your ad in a swinger magazine would have worked better."

"I know," I agreed.

"But still, it should have turned out better.  Read your ad to me."

I grabbed my copy of the Observer, flipped to the personal ads, and recited my letter to her over the phone.

"Well, one problem right off the bat - you didn't say what age you were looking for.  Plus, you didn't say where you're from."

I thumped my head in understanding.  "Geez, you're right.  I can be a dumbass sometimes."

"Now come on Troy.  You're not a dumbass.  And you'll get more letters.  Maybe they'll turn out better."  She paused.  "Tell you what.   Next time you get responses, give me a call.  We can go through them together."

"Yeah, okay."  I said goodbye and hung up the phone.  I scooped the discard pile off the floor and angrily threw it in the garbage.  I saved only the two "potentials", but I doubted that we'd be interested.  I knew Angie wouldn't, at least.  I clung to my Mom's hope that things would improve.

But the following week, the news wasn't a whole lot better.  Mom and I were seated at opposite sides of my kitchen table, each of us with a short stack of seven or eight responses in front of us.  We each went through our pile, one by one.  I found one promising letter from a 25-year-old bi girl, about an hour's drive away.  She seemed to be reasonably normal.  Unfortunately, she was a bit overweight and rather plain-looking.  

This was getting discouraging.  I stared bitterly at the stack of discards.

"What about this one?"

I looked up, and saw my Mother holding a letter and photo out to me.  I took them from her, and scanned the photo, which was of higher quality than almost any other I had received.  It looked like it had been shot in a modeling studio.

The woman was far more attractive than any others that I had looked at.  In fact, she was downright pretty.  She wasn't nude in her photo, but she wore a very skimpy pair of lace panties and matching bra, and had a great body.  Her dark brown hair was pinned up.  She wore rather too much makeup, more than I care for at least, but overall, she was almost exotic looking.

I glanced up at my Mother and grinned.  "Hmm, so far, so good."

I began reading the letter, which ran nearly three pages long.  It was a chatty letter and intelligently written.  The woman went into substantial detail about herself.  Her name was Janice, and she was "30-something".  She said that she was originally from Georgia, now lived in Southern California, and that she loved the free and open lifestyle here.  She described herself as a "normal" woman with a healthy sexual appetite.  She closed by saying that she hoped that we'd like her letter and photo, included her telephone number, and was interested in talking on the phone, and then hopefully meeting.

My Mom was watching my reaction.  "Well, what do you think?" she asked.

I smiled broadly.  "Pretty awesome.  And I don't see how Angie wouldn't like her.  Maybe a little older than we had in mind, but I don't think that would be a problem."

Mom stared at me intently.  She licked her lips and swallowed.  "Troy...?" she began.  "Do you love Angie?"

"Do I love her?"  I was confused by the question.  "Well, no, not really.  I mean, we like each other a lot, but it's not love.  I don't know if I see this as a long-term relationship, if that's what you're driving at."  I put down the letter and leaned back in my seat.  "Why do you ask?"

Well, I just think you should be honest with those you love.  Because there's something about this letter...

_________


I sat alone in the booth, watching the band set up in the far corner of the nightclub on the ground floor of the Pacific Inn.  I was fidgeting in my seat, waiting for Angie to come down from our room.  She had insisted on some last minute primping.  I couldn't wait, so I came down early to have a shot of bourbon on the rocks to try to calm my nerves.

The big night had finally arrived - the night I would get to watch Angie have sex with another woman.  I nervously traced the cold condensation trails on my glass as I reflected on how we had arrived at this point.  My butterflies weren't only due to anticipation about what was to come.  No, I was also still fretting about my having deceived her.  She had loved the photo and letter from Janice, and the brief telephone conversation went very well.  Angie was definitely agreeable to meeting her tonight.  The problem was, it was much more complicated than that.

I was about to order a second drink when Angie arrived.  She looked gorgeous.  At my request, she was wearing the same short black skirt and tubetop that she wore that night four months before when she first told me about having sex with another woman.  There weren't many men in the nightclub yet, but every one of them ogled Angie as she strode confidently toward my booth.  Her slim tan legs, skirt barely covering her, nipples slightly protruding - she looked spectacular.  She flashed a shy little smile and slid into the booth next to me.

We ordered a second round of drinks and sat in nervous anticipation for Janice to arrive. We said little. I think I was too tense, and Angie appeared to be much the same - she fidgeted in her seat and tapped on the table, frequently glancing toward the front door of the lounge.

I nodded toward Angie's margarita.  "Is that helping?"

"Helping?"

"Yeah.  Helping you lose your inhibitions."

She giggled.  "I think so.  I hope so."  She downed the rest of her drink.  "Anyway, I'm so horny that I don't think my inhibitions will be a problem."

"Hmmm.  I like the sound of that!"

Finally, Angie nudged me and nodded toward the entrance.  There was Janice at last, standing just inside the front door of the nightclub, and allowing her eyes to adjust to the dim lighting.  She spotted us waving toward her after a few moments, and immediately made her way to our table with proud grace.

She looked just like she did in the photo.  She was stunning, and seemed much younger than her age. Her dark brown hair was piled on top of her head in loose curls.  Her dark mascara and long eyelashes made her appear to be Hispanic, although I knew that she wasn't.  She was wearing a short, light blue and white-striped dress, low-cut and sexy.  About three inches of cleavage were exposed - the remainder of her full breasts jiggled erotically under the dress as she walked toward the table.

She discreetly winked at me as I stood to greet her.  "Hi, I'm Troy.  You must be Janice?"

"Yes, nice to meet you Troy, and please, call me Jan."  She turned to Angie.  "And you must be Angie."  The two of them hugged briefly by way of greeting.

Jan slid into the booth next to Angie, and we ordered a drink for her.  The three of us chatted about basically nothing for about ten minutes, slowly getting to know each other.  She was as friendly as she seemed in her letter and on the telephone, and I could tell that Angie was very relieved.

Angie excused herself to go to the lady's room.  Jan watched her swaying hips as she walked away, then turned to me.

"Whew," she exhaled softly.  "So far so good, I think.  But I'm a nervous wreck."

I reached out and patted her warm thigh.  "Don't sweat it Mom. It's going great!  Angie suspects nothing - heck, even I can barely recognize you.  We did a great job with the hair, makeup, everything.  And that accent..." I shook my head and chuckled.  "It sounds like you lived in Georgia your entire life."

But Mom was still nervous.

"I know, but..." she bit her lip nervously.  "I'm just so worried that she knows.  I keep thinking I see this little look of recognition, like she's trying to place where she's seen me before."

"Relax, okay?  She doesn't recognize you, and she won't.  We talked about this - the only time she's ever seen you, it was so dark that she probably can't really even remember what you look like.  Plus, that was three months ago.  That, and the makeup...there's no way.  Just enjoy yourself.  I am."

"Alright - I'll do my best."

I patted her arm reassuringly. "Okay, here she comes."

As the drinks flowed, we gradually became more comfortable in each other's company.  We were all nervous, for very different reasons, but our inhibitions gradually washed away with the alcohol.

I was almost feeling left out of the conversation as they chatted away.  The band had begun playing at the far end of the bar, and I couldn't hear much of the conversation anyway.  I began to make a hobby of watching their body language.  It was subtle at first, but it was evident to me that they were developing a rapport with one other.  As women friends often do, they touched each other frequently as they spoke.

I was relieved.  It would have been very disappointing, after all the planning that we had put into this evening, to find out that Angie didn't like "Jan".  She had liked the response to the ad we had placed, the photograph that "Jan" had "sent", and the telephone conversation.  But I didn't know how things would work out when they actually met in person.

The music seemed to get louder, and the nightclub was beginning to fill up with noisy patrons.  Young partiers shimmied frenetically on the dance floor to the throbbing beat.  I was having more and more difficulty keeping up with the conversation, so I entertained myself by doing some people watching.  Mostly, though, I watched the subtle signals between Angie and my Mom.  Yup, a lot of little touches, sprinkled with lots of laughter.  They were leaning in very close to one another.  A couple of times I saw my Mom discreetly looking down into Angie's lap, admiring her legs.  I've got to admit, the view was nice from my angle too.  What with her short skirt, and those tanned, slim legs...well, they looked great to me too. This was going well.  

I wasn't being completely ignored though.  My Mother occasionally looked toward me with her big, brown eyes and flashed a discreet, knowing smile at me, as if to say, "Well, it looks like we're actually gonna pull this off."  A couple of times, they both looked at me and giggled like schoolgirls, as if exchanging some private joke.  That made me a little self-conscious, I must admit.

After about half an hour, my Mom excused herself to go to the lady's room, and Angie turned her attention to me.  She squeezed my arm playfully and smiled.

I motioned the waiter to bring another round of drinks, then I leaned toward Angie to make myself heard over the music.

"Well, how's it going?" I asked.

She smiled widely.  "Great!  It seems very comfortable.  I almost feel like I've known her for a long time.  She seems very familiar."  

Oh-oh.  This was not good.  I struggled to figure out a way to divert her thoughts, but there was no need, as she continued on. "Plus, she's damned sexy."  Her look turned sultry.

I arched an eyebrow.  "That sounds encouraging.  So, do you think it's going to work out then?"

She nodded.  "Definitely."

"So what were you two talking about?  I couldn't hear a thing with this music."

"Oh, just girl-talk."  

"Oh, and another thing," I said with a stern look on my face.  "Why were you looking at me so much?"

She looked at me innocently.  "We were not!"

I poked her playfully in the ribs.  "Were too.  I saw you."

She stroked her hair, twirling it into a little curl with her finger.  "Well, if you must know, she asked what you were like in bed."

My eyes widened, and I felt my cock stirring in my pants.  "Oh man.  And you told her what?"

She giggled.  "I said you were pretty damn good of course." 

I winked at her.  "Thatta girl."

She looked at me evilly.  "We also played a little footsie under the table.  She's been rubbing her leg against mine for the last ten minutes."

"Hey, hey, I like the sound of that," I replied.  I placed my hand on her warm inner thigh, just below the hemline of her skirt.

Angie looked at me slyly.  "If you go a little higher, you'll get a surprise."

"A surprise?  And what would that be?"

She nodded toward my hand and smirked.  "You'll see."

I quickly glanced around the room to make sure no one was looking.  The band was just completing their set, and the dance floor was emptying, but no one was  headed our way.  The young couple at the next table seemed to be focused on each other.  No one was paying attention to us, so I inched my hand up her inner thigh. I dove under her skirt, and felt the warmth increasing.  Only a couple of inches to go...and then I felt soft hair.
 
My eyes widened.  "Why you dirty girl!" I said with mock gravity.  "And where did your panties go, young lady?"

"Took 'em off in the ladies room."

I began brushing my fingers through her pubic hair, hidden by the tablecloth.  

"Ooh," she cooed, and spread her legs slightly.

"I like it," I said.

She chuckled.  "You're not the only one.  Jan was impressed too."

"You mean, you told her?" I asked with mock horror.

"No, actually she saw under my skirt," she replied.  "I made sure of it.  In fact, that's one of the reasons she went to the lady's room.  She said she wanted to take hers off too."

My cock grew another inch, and was now bent painfully inside my pants.  I began to gently stroke through the folds of her pussy lips.  They were slick with her juices.  With a sharp intake of breath, Angie closed her eyes.  I felt her leg tremble against my forearm.

"Well, looks like you two are having fun.  But you're starting without me!"

Angie and I looked up to see my Mom standing next to the table with a little-girl pout on her lips.  We were so intent on each other that we hadn't noticed her return.

I extricated my hand from under Angie's skirt and chuckled.  "Sorry, just killing time, waiting for you to get back."

My Mom smiled, flashing her straight white teeth, and eased into the booth.  As she did so, her dress slid up her thigh, and I (and Angie, I could see out of the corner of my eye) watched in anticipation.  As she slid along the seat toward Angie, her knees parted (probably wider than they needed to) and I could clearly see her exposed, naked pussy, highlighted in the soft glow of our table lamp.

I was going to be discreet about the quick flash, but to my surprise Angie commented on what she had seen.  She touched my Mom on the forearm, and said in a low, sexy voice "Ooh, looks like you decided to get more comfortable."

Mom gave a shy little smile, and actually flushed a little bit - I didn't think she was capable of being self-conscious.  But I think she was surprised a bit by Angie's lack of inhibitions.  I know I was.

My surprise turned to mild astonishment when Angie actually reached down and caressed my Mom's leg with her soft hand.  Yup, the alcohol was definitely having an effect on her.

I watched, entranced, as her fingers softly danced from my Mom's right knee, up her thigh, and then pushed the hem of her dress upward.  Slowly and teasingly, Mom spread her legs, clearly exposing her shaved, dark pussy hair to our delighted view.

I cleared my throat.  "Um, ladies," I said, my voice trembling slightly.  "Maybe we should head upstairs to our room now."

They looked into each other's eyes and nodded their agreement.  I quickly, almost urgently, caught the waiter's eye and took take care of the tab.  My hands were shaking with anticipation as I signed the bill.

We were in the room within five minutes.  As I locked the door and removed my shoes, Angie grabbed my Mother by the hand and pulled her to one of the two king-size beds.  My Mom ripped the bedspread off, then they sat together on the edge of the bed.

They smiled shyly and looked at each other with smoldering eyes, as I lay in the other bed.  Their beautiful faces were nearly touching, their hands lightly caressing each other's hair.  My Mom rested her hand on Angie's curvaceous hip.

Slowly, seductively, my Mother drew her face toward Angie, and their lips touched, ever so gently.  Again, they kissed, this time with more passion, as Angie clutched at my Mother's head, drawing her tightly toward her.

I watched, enchanted, as their lips parted and their wet tongues darted out to taste each other.  Both of them, especially Angie, were softly moaning with desire.  The french-kissing increased in intensity, as they stroked each other's bodies through their clothing, tenderly at first, then with more urgency.

Angie unbuttoned my Mother's dress, and pulled it down to expose her bared shoulders.  She tentatively reached toward her breasts, covered in a frilly bra.  Her searching hands traced the lines of the bra for a moment, then began to massage them.

My Mom reached behind herself to unclasp the bra, and pulled the undergarment from her.  The tanned, pear-shaped tits and long erect nipples, which I knew so well, were exposed to Angie's gaze for the first time.  She timidly pinched one of the nipples lightly, then leaned down to tenderly lick it with her wet tongue.

I watched the awesome scene from my vantagepoint on the other bed.  This was the most erotic thing I had seen in my life, and my cock throbbed with lust.  I unzipped my pants to adjust it from its uncomfortable position.

"Oh Angie, that feels good," my Mom sighed, and she pulled Angie's face tightly to her breast.  For several minutes, Angie contentedly suckled at first one, then the other.  The erotic slurping and sucking sounds filled the hotel room.  As she suckled, and without removing her mouth from my Mom's soft tit, Angie removed her own blouse and exposed her naked torso.  She was bra-less underneath, and I delightedly compared her smaller, taut breasts with my Mother's larger, more mature tits.  My Mother obviously enjoyed the sight also, for she began to gently stroke Angie's small brown nipples.

After several minutes, Mom gently pushed Angie away, and down onto the mattress.  Angie swung her legs up onto the bed, and lay there on her back.  She was still wearing her mini-skirt, but it was now bunched up around her hips.  I could see her blond pubic hair peeking out between her slim legs.  She looked over at me and smiled, then together we watched as my Mother slipped her dress down over her flared hips, and down her legs.  She stepped out of the dress, and stood proudly next to the bed to let Angie admire her mature body.

My Mom got onto the bed and coaxed Angie's legs apart.  She gazed with lust and admiration at Angie's pretty pussy, pink and shiny from her juices.  She crawled on hands and knees between them, and leaned forward to lightly suck at one of Angie's small, brown nipples.  She alternated from one to the other, while Angie moaned softly with pleasure.

She left the breasts and began to lick slowly down to Angie's navel, then back again, trailing a line of shiny saliva on the tanned, taut stomach.  Angie sighed, and I could see her tremble with the sensation.  As my Mom licked up and down, I could see one of her swaying breasts brush over Angie's crotch. The long erect nipple stimulated her clitoris. 

Gradually, my Mom worked her tongue lower, skipping past Angie's navel, past the pubic mound, toward her slim, muscular thigh.  She licked the top and inside of Angie's thigh, approaching, but not quite reaching, her horny cunt.

Angie's eyes were fluttering, her mouth open and panting, as my Mom teased her.  Her tongue was tireless.  Angie thrust her pelvis toward my Mom's mouth in a futile attempt to make contact between her pussy and the wonderful tongue.

Finally, Angie could take it no longer.  "Oh God, Jan, I need to get off.  I need you to lick me."

My Mother smiled evilly, and I watched as she extended her tongue and touched the tip to Angie's wet pussy lips.  She slowly licked upward, ending the stroke with a circular motion around Angie's erect clitoris.

"Ohhh, yes, fuck!  Suck me Jan," cried Angie in a quavering voice.  She grabbed her legs and pulled the knees back to her chest, thereby splaying her cunt wide  open for my Mother's searching tongue.

Mom repeated the licking motion.  This time, though, she started the long stroke at Angie's tight, puckered asshole.

My cock ached inside my pants.  I quickly stripped my clothes off, and then lay back down on the bed to watch the incredible action.  I took my hard prick in my hand and stroked it while I watched.

Angie's moans became more urgent, and my Mother sensed that Angie was approaching her orgasm.  She focused her attention on her pink clit, and began licking it in a rapid, fluttering motion.

"Oh yes, oh yes, oh yes..." murmured Angie over and over, imploring my Mother to continue.  Her legs began to tremble.

Faster and louder she moaned.  "Oh yes, oh yes oh yes, OH YES, OH YES...."

Then, with a final loud gasp of pleasure, Angie's entire body became rigid.  With a soft scream, she began bucking her hips up and down, fucking my Mother's tongue with her burning pussy.  My Mom continued her furious licking on the distended clitoris, as wave after wave of ecstasy washed over Angie's writhing body.

Angie's chest was heaving, and her breathing was harsh and ragged.  She was covered with a fine sheen of perspiration.  Her face was flushed with the glow of her orgasm, the first she had ever experienced at the hands of another woman.

My Mother crawled up and lay next to her.  She softly caressed Angie's body, and kissed her lightly on the cheek, helping to bring her down from the throes of her orgasm.

Angie's heavy breathing soon subsided, and she gave a contented sigh.  She looked into my Mother's eyes with a smoldering passion, and taking my Mom's face in her hands, kissed her deeply on the mouth.

"Thank you," she whispered.  "That was incredible."

My Mom smiled in response.  "You're welcome," she said softly.

"I want to do the same to you."

"You'll get a chance," my Mom replied.  She nodded over to me.  "But I think maybe Troy would like some attention."

Angie turned from my Mother and looked toward me.  She chuckled at the sight of my fist wrapped around my throbbing prick.

"Poor baby," she cooed.  "Jan, I think you're right.  If he doesn't get relief soon he'll explode."

Mom and Angie hopped off the bed, skipped over to mine, and jumped on.

"Okay Troy.  Your turn.  Get on your back and we'll take care of you," said my Mom.  I saw her whisper something in Angie's ear.

I eagerly complied.  I lay flat on my back, my hard cock pointing toward the ceiling.  Angie and my Mom got on their hands and knees next to my spread legs, and together drew their lovely faces toward my hard prick.

I closed my eyes in anticipation.  Every man's dream, and it was about to come true!  Two beautiful women about to service my prick.

I gave a little yelp when I felt one of their tongues touch the head of my prick.  The other soft tongue soon followed, and together, they licked up and down my hard shaft, coating it with their warm saliva.  Their mouths were seemingly everywhere at once.

At one point, my Mom demonstrated her deep-throat technique for Angie, something she was just learning how to do, with my coaxing.  She nearly succeeded, but gagged slightly at the last moment.

I was in heaven.  Their tongue strokes were warm and wet, and my cock was throbbing at their touch.  I groaned with pleasure.

I think he'd like us to fuck him now," said Angie.  "What do you think Jan?"

"I agree," said my Mom.  "Which of us has first dibs?"

"Oh, I think you should," said Angie.  "After all, you've never got to fuck him before."

I smiled at the irony of that statement.  If she only knew.

My prick throbbed in anticipation as I watched my Mom squat over me, and slowly lower her herself onto me.  With perfect, practiced aim, my cockhead hit the entrance to her wet pussy.  She paused briefly, then with a low gasp, she continued plunging down, down, until my cock was buried to the hilt up her warm, wet cunt.

"Ohh, yeah that's it," I murmured.

She immediately began bucking up and down, and I groaned with pleasure at the sensation.  I had fucked her so many times, but the added stimulation of Angie watching us nearly drove me mad with pleasure.  The eroticism was increased when Angie knelt next to my Mother, and clutched one of my Mom's heaving, pendulous breasts in her little hand.  She lowered her face to the erect nipple and began sucking the bouncing tit.

My Mom fucked me savagely, as the bedsprings squeaked beneath our writhing bodies.  Beads of sweat began to form on her forehead, and her face was flushed, as we raced toward our orgasms.
 
I gritted my teeth, and closed my eyes tightly in an effort to delay my climax.  My body was tense.  I wanted this moment to last.  But her cunt muscles were beginning to pulsate around my erect shaft, and I was going insane with lust.

"OHHH GOD MOM...FUCK ME!" I cried with pleasure.

I opened my eyes in horror.  My Mom's wet, humping cunt came to a halt on my thrusting cock.  Her eyes were wide with astonishment, and she looked down at me, not wanting to believe that I had actually said it.  But the look in my own eyes told me that yes, she had heard correctly.
 
My eyes darted toward Angie.   She was still clutching my Mother's breast with her hand, but she had abruptly stopped suckling the nipple when I yelled out with passion. She turned to look at me, confusion crossing her face.

"What did you say?"

I couldn't respond.

She looked at my Mother.  Their eyes met, and held.   A flash of recognition crossed Angie's face.  She gasped, and her blue eyes widened with shock and disbelief.  She pulled her hand away from my Mother's breast as if she had touched a hot iron, and leapt off the bed.  She backed away from us with horror.

She brought her trembling hands to her mouth, now open wide with astonishment.  "Oh my god," she whispered.  Her eyes were darting from me to my Mother.  "Oh fuck.  Oh my god." Her voice was trembling.  Tears were welling in her eyes.

"Angie, wait..." I began feebly.

"Fuck you!" she shouted at me.  Her voice was quavering with anger and shock.  

"Please Angie.  Let me explain."

But there was no explanation.  I knew it, and Angie knew it.  I watched forlornly as she hurriedly collected her clothing from the floor and got dressed.  Without so much as a single glance at us, she left the room, the door slamming behind her.

I closed my eyes.  Fuck!

My Mother was still sitting on my cock.  With the shock of the last minute, I was only semi-erect inside of her.

But I felt her begin to hump up and down, tentatively at first, then with greater urgency, her wet pussy making squishing sounds along my rubbery shaft.  I could feel my cock respond, as her warm cunt squeezed around me.

I looked up at her, and met her beautiful brown eyes.  They were glazed with passion.  I clutched her ass cheeks in my trembling hands and squeezed them in rhythm with her urgent thrusts.

"Fuck me Mom," I said.

The End
Ppcummings (ppcummings@hotmail.com)
November, 2000

