As Sarah pulls into the attached 4-car garage, Jason opens the inside door for her, waiting impatiently for her to come into the house.

Sarah grabs her purse, checking to make sure the side pocket, with the DVD inside it, is zipped shut.   She also pulls her damp panties out and shoves them in her pocket, making sure she keeps her hand below the dash, so Jason doesn't see what she's holding.

"Hey, Jason," she greets him cheerfully as she walks through the door.   "Sorry I'm so late.   How was your day?"

"Fine, Mom, but I'm STARVING!"

"Oh, sure.   I'm sure you're just about to pass out on the kitchen floor," she laughs sarcastically.

"The fridge is empty," he states, ignoring her remark.

"Why didn't you just make a pizza?"

"We're out. "

"Okay.   So why not order one?"

"No cash. "

"Jason, you know I can't stand it when you  blather on so," Sarah ribs him.   "Just get to your point, will you?"

"Ha, ha.   Real funny, Mom. "

"Here's a fifty," she says, fishing in her purse.   "Where's your sister?"

"Took off to Tonya's as soon as she heard you'd be late.

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    She's staying the night. "

"Oh, okay. . . Damn, where's my cash?"  She continues searching her purse, Jason watching intently for the promised $50.   Finally checking the side pocket, she finds a small wad of folded bills stuffed down beneath the DVD.   Pulling them out, she peals out a $50 bill and hands it to Jason.

"What's the disc for?"

"Oh, nothing. . . Some music one of the girls at work thought I'd like. "

Jason just nods, the answer uninteresting to him, and heads for the phone.   Sarah heads upstairs to change, dumping her purse on the kitchen counter.   After ordering a pizza, Jason notices his mom's purse sitting there, and remembers the music disc.

"I wonder if it's got anything good on it," he says to nobody, unzipping the pocket and removing the disc.

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He examines the disc for any indication of what type of music it contains.

"Hey, this is DVD," he realizes.   "This'll hold a LOT of music, or a lot of crap, depending on your taste," he laughs to himself.

Looking up the stairs, he decides he hasn't got time to check it out, but can burn a quick copy to listen to later.   Jason runs into his dad's office and spends the next several minutes copying the disc.  

Upstairs, Sarah has stripped to nothing and is going through her closet, looking for…something.

“Hell, I know what I’m looking for, and I’m already in it:  my birthday suit!” she says to the closet.

Turning to the full length mirror on the door, she examines her body critically.

“Not bad for a mom over 40,” she smiles.   “God it was great to be naked around complete strangers again.   So natural and so…stimulating!  I hate to get dressed again,” she mutters.

Finally settling on a semi-sheer white sundress, she quickly redresses, forgoing any underwear.   Her nipples are clearly visible poking into the fabric.  Half of her knows this is inappropriate attire for her son to see her in; but her other half is ready to go back to romping around the house nude, so she figures that this is a good compromise.   The dress is form-fitting down to the waist, and then flairs sufficiently to not hug her hips, or her still tender poon, too noticeably.

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    She re-assesses herself in the mirror.

“Sensuous in a comfortably casual sort of way without looking slutty,” she decides.   “Perfect. ”

Hearing her coming down the stairs, he grabs the disc, runs back to the kitchen, and puts it in her purse, quickly taking a seat on the other side of the counter before she comes around the corner.   He turns to watch her walk into the room, the copy still sitting in the burner, momentarily forgotten.

"Did you order yet?" she asks as she pads into the kitchen in her bare feet.

"Yup.   It's coming. "

Jason’s eyes grow large as he takes in the sight of his barely clothed mother, her nipples visibly pressing into the sheer fabric.   His eyes quickly scan the rest of her body, giving her an appreciative grin at the sight of her tight abs outlined under the fabric.   He continues his downward scan and can find no hint of a panty line.

"Great," she says as she walks up to her purse.  "What did you order?  I'm pretty hungry myself. "

As she says this, she notices the side pocket is unzipped.   Quickly looking inside, she sees the disc safely tucked away.

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    She zips it shut, trying to remember if she'd zipped it before going up to change.  Shaking it off, she turns her attention back to Jason.

"Large Hawaiian. "

"Can you spare a few slices, and a few more words?"

"Sorry, Mom.   Sure, we can share. "

"Great, can you help me empty the dishwasher while we wait?"

"Okay. "

The dishes get put away in silence.   Both are comfortable enough with one another to not feel compelled to fill the time with banter, though Jason is too distracted trying to catch cleavage shots of his mother to talk anyway.   After another 15 minutes, the doorbell rings.

"I'll get it," Jason says as he jogs to the door.

Opening the door, he sees his favorite delivery girl, Marilyn.   She's a junior at Jason & Amy's school, and in Jason's advanced geometry class.

"Hi, Marilyn!" Jason greets her enthusiastically, stealing a quick glance at her perky nipples poking into her shirt before making eye contact.   Marilyn's breasts aren't large, a respectable B-cup, but she never wears a bra; and the outline of her nipples is generally visible through whatever she's wearing.

"Hi, Jason!  How's it going?"  She catches him checking out her tits and smiles.

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"Oh, fine.   So how much is it again?"

"$14. 75," she replies, handing him the pizza.  

Taking the pizza with one hand, he reaches into his back pocket with the other, pulling out the fifty.

"Can you break a fifty?" he asks as he turns his attention back to her.

She's casually circling her left nipple with the fingertips of her left hand through her blouse, smiling broadly.

"Not usually, but I just delivered 2 pizzas on the next block, so I can this time. "

"Uh, great," he says, handing it to her, his eyes never wavering from the sight of her quickly firming nipple.

Looking over his shoulder to see who else might be within earshot and view, Marilyn sees no one, as Sarah is just out of view on the kitchen side of the breakfast island.   The street is quiet behind her.   Turning her attention back to Jason, she unbuttons the top of her blouse and opens it wide, exposing her taught breasts and perky nipples to Jason.

"It IS hot out tonight, don't you think?"she comments playfully.

With her chest still exposed, Marilyn takes the fifty and pulls a thin stack of folded-over bills out of her pocket.   Placing the fifty on the bottom, she pulls out a twenty, then a ten, and then begins counting out 5 ones.

"Just give me $25 and keep the rest," Jason stops her, feeling magnanimous with his mother's money, appreciative of the tit show.


  . . and horny.   He can feel his cock rising in his shorts.

"Thanks, Jason!" Marilyn says appreciatively as she hands over the twenty and ones, pocketing the ten.   "The great tip wouldn't be because I'm showing you my assets now, would it?  I'd hate to think the view is only worth 10 bucks," she ends in a pouty voice.

"Of course not," he replies quickly, feeling caught.   "The tip is for the delivery.   Your tits are beyond value!"  Jason reaches up and lightly rubs her right nipple between his fingers as she places his change in his free hand.

Marilyn's face flushes bright red; and she tries to pretend it's no big deal, electricity racing through her pussy.    Looking down at Jason's crotch, his growing erection is obvious.   She'd heard some of the girls talking in the locker room about the size of Jason's tool; and from the large, growing bulge she was seeing, they probably understated the truth!

"If you've got a few minutes, maybe I can help you with that," she suggests, grasping the back of his hand and drawing it into fuller contact with her breast.

Jason begins fondling her breast and playing with her nipple as Marilyn begins to moan softly.   She steps closer and grabs his crotch, massaging it through his shorts.   She closes her eyes as Jason continues to fondle her breasts, alternating between them, the pizza forgotten in his other hand.

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Wondering what's taking so long, Sarah walks to the front door and up behind her son.   Looking over his shoulder, she sees his hand working over a VERY nice pair of tits, and also notices the young woman's hands groping her son's equipment.   Marilyn's eyes are still shut.   She's biting her lip and purring like a cat.   Sarah watches for a few more seconds, surprised to find out that her son, at least to some extent, is sexually active.   Not wanting to embarrass either of them, she decides to retreat back into the kitchen.   Once back out of view, she decides she needs to get the two kids off the dime, as she isn't getting any LESS hungry.

"Jason!?" she calls out.   "Are coming with that pizza or not?  Couldn't she make change?"

Jason and Marilyn snap out of the moment.   Marilyn takes a half step back and covers up.   Jason turns towards the kitchen to respond.

"Be right there, Mom!" Jason responds, his cock fighting to get out, and very uncomfortable.   Turning to Marilyn, he asks with a grin, "You got time for a little break?"

"Absolutely!" she replies as she steps into the house.

"Head on upstairs.  My room is the first one on the left, down the right hallway.

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    Make yourself comfortable.   I'll have to spend some time with my mom and eat, or she'll get suspicious.   I'll be up as soon as I can. "

"Okay," she agrees with a big smile, heading up the stairs.

"See you in class tomorrow.   Bye!" Jason yells out the door as he shuts it, for his mom's benefit.

Marilyn giggles at his attempt at subterfuge as she continues up the stairs.

Jason heads to the kitchen with the pizza, an image of his hand kneading her breast foremost in his mind.   As he comes into Sarah's view, she can't help notice his massive erection.

"Damn!  That's fucking huge!" she tells herself.   She also takes note of creaking in the upstairs hallway above her.   "Did she leave, or is she up in Jason's room waiting for him?" Sarah wonders, a wicked grin spreading across her face.

Jason lowers the box to cover his tented shorts as he continues into the kitchen.   Sarah quickly averts her eyes to her son's face, hoping she doesn't blush and get caught noticing his condition, embarrassing him.

"Here you go, Mom.

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    Sorry about the wait.   The delivery girl. . . how did you know she was a she?"

"Oh!  Uhhh. . . I heard a female voice when you first answered the door," Sarah replies in an effort to cover herself.

"Oh, right.   Anyway, her name is Marilyn, and she's in my math class.   We got caught up talking about what we covered today. . . . Uh, here's the pizza.

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Say, I didn't hear her car take off.   Maybe she's having problems.   Should we go make sure she's not stuck out front?" Sarah asks, half curious if the girl’s actually left, and half torturing her son if she’s still here.

"Oh, no!" Jason answers, waaay too quickly.   "She drives one of those hybrids.   They're very quiet. "

  Setting the pizza down and opening the box, he takes a seat at the breakfast island, Sarah standing on the other side.

"Can you grab a couple of plates, Mom?" he asks, trying to change the subject.

"Sure," she says, smirking, as she bends over to open the cupboard below the counter.

This gives Jason a very nice view of his mother's cleavage, a view he's come to appreciate over the last several years, and even more so over the last several minutes.   As she straitens back up with the plates, his eyes never wavering, she catches him staring.

“Jason?” she inquires sternly.   “Something interest you there?”

"Oh!” Jason starts, busted.   “Uh, Mom, since when do you go braless?"

"Oh, are my nipples showing too much?" she asks as she quickly looks down at her chest.

"No, just enough to let it be known that they're free.


  . . Very impressive, by the way. "

"Uh, thanks, Jason.   Why do you say that?"

Sarah places a couple of slices on each plate, extending one to Jason.

"Thanks. . . Well I always knew you had a large chest; but I didn't realize how firm they are.   There's no sag visible at all. "

"Thanks for noticing," Sarah blushes.   "I think. . . Not sure how I feel about my own son noticing, and then commenting on, my breasts like he was talking about some girl he saw at the park.

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"Sorry, Mom.   You always say we can be open with one another. "

"You're right, honey.   Never mind. . . So they look good, huh?" she ends, smiling at the compliment.

"Oh, absolutely, Mom.   You've got an incredible rack. "

"Hey!  A little more respect for the girls, huh?  If it weren't for these babies, you'd have starved to death as a baby," she jokes.

Jason laughs, choking on his pizza.   After he calms down, they continue eating in silence, both of them too hungry to waste time yammering.   As they both finish up their initial serving, Jason speaks up as he grabs a couple more.   Sarah grabs the last two.

"You're having more?  You never have more than two," Jason says, surprised and disappointed.

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    He usually eats 5 or six slices himself.

"I'm HUNGRY.   Work was exhausting today. "

"Oh, yea.   Haircuts and manicures are a bitch. "

"I do a lot more than that, young man.   For your information, I had a very strenuous massage appointment this afternoon.   It ran over, which is why I'm late. "

"What makes a massage strenuous?  I thought they're supposed to be relaxing. "

"For the client, sure.   The masseuse works hard. "

"So why was this one so much harder than most?"

Sarah stops chewing, a good excuse escaping her.

"Mom?  Did you hear me?"

"What?," she responds, pretending to have spaced out.   "I'm sorry, honey.  I was lost in thought for a moment there.

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   What did you say?"

"Why was this massage harder than others?"

"OH. . . just particularly tight muscles.   Lots of knots to work out. "

"Huh. "

They spend the next several minutes eating in silence.

"So, Mom.   I signed up for an Advanced Photography class this summer. "

"Oh?  Great!  How long and what's it cover?"

"Not long.   It's very unstructured.   It's basically a single project, which you work on all summer, checking in with the instructor once a week to report progress and ask questions. "

"Have you decided on a project yet?"

"Uh, yea, that's what I want to talk to you about. . .

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"Yes?" Sarah prompts him, looking up from her pizza.

"I ran it by the instructor, and she's fine with it. . . "

"And what IS. . . it?"

"A nude introspective on teenage sexuality. "

Sarah's eyes widen.   She doesn't say anything immediately, not wanting to say the wrong thing.

"And you say your instructor's okay with this?"

"Yes, absolutely.   She even volunteered to model for me. "

"Who exactly is this instructor?"

"Tina.   She's a master's student in photography and visual arts at the U. "

"Well isn't she a bit old to model for a project on teen sex?"

"Actually, she just turned 23.

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    I thought I’d go a bit beyond teenagers, and try to capture the sexual maturing that I assume occurs later on.   You know, being more comfortable with your body and stuff.   Besides, she's incredibly smart!  Finished high school in two years and that was including a ton of college classes.   She got her BS in Biomedical Engineering in three more. "

"A master's in photography seems like a huge stretch from engineering. . . "

It's been a very serious hobby of hers for years.   The selection committee accepted her into their program just based on a portfolio of her work!"

"You seem to know an awful lot about her.    Why is that?"

"She's the photography club advisor at school.   That's the only reason the class is even being offered.   She suggested it to the summer course committee, and offered to run it for free, so the school doesn't need to come up with any funds for it. "

"I see. . .


  Okay, moving on. . . Where DO you plan on getting models, LEGAL models, for this project?"

Jason smiles proudly.

"Five girls on the Varsity Cheerleading squad have agreed to model for me. "

"And just how did you manage that one!?"

"That's. . . complicated.   Let's just say I've gotten to know them very well and they trust me.   Plus, to be honest, these girls absolutely LOVE to take their clothes off. "

"Huh. . . Okay.

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    I won't probe any further on that score. . . . So what makes a bunch of pictures of naked young nymphs an 'introspective on teenage sexuality'?"

"That's. . . hard to explain.   But I promise to show you the completed portfolio once it's done.   Is that okay?"

Another pause by Sarah, turning this all over in her mind.

"Okay.   Deal.   Hell, if you’re interested in drawing out your time horizon a bit more, maybe I could model for you. ”

Jason’s jaw drops.

“Uhhh…that would be great, Mom.

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    You’d really be interested in doing that wi, I mean for me?”

“Hah!  Sure Jason.   I have absolutely no qualms about showing off my body.   I’m actually rather proud of it. ”

“You should be.    You’re the hottest mom of all my friends…by a mile. ”

“Thank you, Honey.   Just think it over and decide if it will really add to your project.   IF not, no big deal.   By the way, does your sister know any of these girls?  She has friends on that squad. "

"She knows all of them, actually,” Jason responds.   “And you will definitely ‘add to my project’, even if I keep those pics just for myself,” he thinks, his cock beginning to rise again.

"So do I know them, then?"

Jason nods a "yes. "

"O. . .

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  K!  Well that's that then.   I wouldn't tell your father about it, though.   I don't think he would approve. "

"Oh, I know better than that," Jason responds as he pushes back from the counter, finished with dinner.   "Don’t think he’d approve much of your dress there, either.   At least not the way you’re wearing it.   Thanks for the pizza, Mom. "

"You're welcome, Jason. "

"I'm going to bed now, and over to Steve's tomorrow morning.   I'll probably be back by 10 or 11. "

"What about school?"

"No school tomorrow.   The teachers have something going on. "

"Another teacher conference with only a month left for the year!?  How do they expect you kids to learn anything?. . .

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  Regardless, don't be gone all day.   I've got some chores for you to do. "

"Fine, Mom," Jason replies, sounding exasperated.   As he walks away, he continues, changing his tone to teasing "Very nice nipplage there, Mom.   I'll have to warn my friends to mind their manners around you, you're going to horn them up so much. "

"Jason!" Sarah calls after him, feigning indignation.   "You incorrigible smartass!"

Jason laughs as he heads up the stairs.

Sarah watches him leave, reaching up with her left hand and absently tracing small circles around her nipple, enjoying the feel of the taught fabric against her flesh.   "IF she's up there, he sure kept her waiting. " she says quietly to no one.   After another minute, she is snapped out of her reverie by the feel of her nipples pushing against the fabric of her blouse.   She stops, shaking her head at her own atypical behavior, and begins to clean up the counter.   After finishing up, she heads to the front door and peaks through the window.   Sure enough, there's a car sitting out in the driveway that she doesn't recognize.   And it's no hybrid.


    She grins.

 "My boy's really growing up," she sighs to no one.   "But he needs to work on his stories.   How would he explain the car out front if I asked him?  Not that he's really thinking clearly right now.   That girl IS cute!. . . I'm kinda disappointed that he hasn't kept me informed, though.   Oh, well. I'll get it out of him. "

Upstairs, Jason enters his room to find Marilyn on his bed, eyes closed, naked, with one hand mashing a breast and the other. . . buried in her pussy!   This is a lot more than he had expected, or hoped for.   Quickly closing the door behind him, Jason strips.

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    The door latch catching alerts Marilyn to Jason's presence.

"Sorry, but I started on my own.   Couldn't wait," she smiles sheepishly.

As his monster cock comes into view, Marilyn's eyes grow wide.

"Holy shit!" she exclaims in a subdued voice, not wanting to be heard by Jason’s mom.   "Your dick is, is MASSIVE!  I don't think I can get that monster in my pussy," she finishes, shaking her head in doubt.   She of course notices another feature of Jason's sex that she'd never seen before; but had heard about it beforehand, and doesn't give it another thought.   It's his SIZE that she can't get over.

"You're planning on fucking me?" Jason asks, surprised, and thrilled.   "I just thought we'd do a little fooling around, maybe a blowjob or a 69. "

"I'd heard about your big cock at school, and wanted to. . . give it a test drive for myself; but now I don't know.   I'm not even sure I can blow you!"

"Let's find out," Jason suggests as he steps up next to the bed.

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Marilyn sits up and scoots to the edge of the bed in front of Jason.   Grasping his cock near the base, she can't even get her hand around it.

"It is beautiful," she comments, studying it as she slowing strokes her hand up and down its length.

"Thanks," he replies, chuckling.   "Give it a try.   You'd be amazed how much your mouth can expand.   I've had my cock down some of the prettiest throats in school. "

Marilyn looks up at Jason and smiles, still unsure.

"Okay. . . Here goes. "

Wrapping her other hand around his tool just above the first, there's still plenty of man meat left to suck.   Opening her mouth wide, she engulfs just the head and begins swirling her tongue around it.   Jason immediately begins to moan.

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"That's it.   Suck it, baby!"

Marilyn relaxes her jaw more and drops her left hand to his sack, fondling Jason's balls as she continues to work more of his tool into her mouth.   It's already at the back of her throat.   She considers herself more than accomplished at the art of BJs; but this one is a challenge.   She decides that she WILL conquer this challenge.   Taking a deep breath through her nose, she drives forward, Jason's dick disappearing into her mouth and down her throat.   She gags a bit at first, but quickly acclimates to the massive instrument.

"Oh, God!  That feels awesome," Jason encourages her.   He puts one leg up onto the bed and starts to fuck Marilyn's face, pumping furiously.   "We need to be kinda fast here.   My mom's downstairs cleaning up dinner, and could come up any time after," he grunts as he continues to hump her face.   "I'd like to get you off too, so we need to finish me quick. "

Marilyn pulls off his cock and looks up.

"Awe, that's so sweet of you!  Most guys would just get their rocks off and head me out the door if they're in a hurry. "

"I find I get better when I give," Jason replies, smiling.

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    "But we are in a hurry; and I definitely plan on shooting my load down your pretty little throat, so let's get back to it, okay?"

Marilyn just grins and dives back down, squeezing his balls as she removes her other hand and continues forward until her nose hits his pubic bone, her esophagus full of his cock. She pulls back and begins to deep throat him over and over.   Jason grabs the back of her head and starts fucking her face for all he's worth, his face contorting.   He can feel the jizz in his balls beginning to boil up.   Unfortunately, he knows that he can feel that way for quite awhile before he blows.

Marilyn knows this also.   The girls had said he has great staying power and stamina.   Definitely NOT a minuteman.   Reaching down with her free hand, the one not fondling his nuts, she dips her middle and ring fingers into her dripping pussy, coating them with her juices.   After a quick rub on her clit, which sends a shiver through her, she brings her now slippery fingers back up to Jason's asshole and begins to trace slow circles around it, pressing forcefully as she works her way around the rim.

"Oh, shit!  Fuck , that feels great!" is all he can say, as he continues to fuck her face.

After a couple more laps around the rim of Jason's rosebud, she feels it relax and open up.   She quickly presses in, her fingers sliding easily into the tight orifice.   She continues up into his ass until she feels the bump of his prostate and presses down on it.   At the same time, she pulls down on his sack with her other hand, like she milking a cow.

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"Fuck!!" Jason yells, as his cock explodes down Marilyn's throat.

Marilyn doesn't miss a beat, releasing her grip on his nuts as she feels his warm seed fill her throat and slide down into her tummy, like swallowing warm milk.   She doesn't let up her pressure on his prostate until he stops shooting his load.   Finally, he's done.   She pulls back from his dick and removes her fingers from his ass.   She burps, and a bit of his spunk trickles out of her mouth.

"Oops," she giggles, as she catches it with her clean hand and pushes it back into her mouth.   "Not bad, huh?"

"That was one of the best blowjobs of my life!" Jason exclaims as he collapses onto the bed next to her.

"Thanks.   I pride myself on choosing the exact moment a guy is going to cum," she says, getting off the bed.   "I should probably be offended that you didn't say it was THE best; but I've heard you've had some real pros sucking on that monster lately.   I'll be right back.   I've got to clean the shit off my fingers. "

"Oh!  I'm so sorry!"

"Hey, don't sweat it.   Not a big deal.


    For whatever reason, most times I've had my fingers up a guy's ass, it comes out…soiled.   Every time it's up a girl's it comes out clean.   I don't really understand it; but I don't really care, either.   Everyone seems to like it, and if it gets you off, then it works for me. " Looking around, she asks, "Don't you have your own bathroom?"

"No.   You'd think so, but no.   There are only two rooms on this floor with their own bathrooms:  the master bedroom and Amy's.   Mine and the other two don't.   The bathroom is just next door on this side of the hall.   If you'd have gone straight up the stairs, you'd have gone into it. "

"Okay.   Thanks.   Be right back," she says as she leans over and gives him a quick kiss.   "You still owe my pussy some attention. "  With that, she flits out of the room, shutting the door behind her.

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    Jason just spreads out on the bed, resting himself for round two.   The pizza and his mother are the furthest things from his mind.

Wondering what is taking them so long, Sarah walks towards the stairs.

"It's been over 10 minutes," she says to herself.   "That's plenty of time for a blowjob. . . or even a quicky. . . Maybe they're just waiting for me to go to bed so she can sneak out. "

She frowns, concerned that her son might have had unprotected sex.   Reaching the bottom of the stairs, she looks up the stairwell as she grabs the rail.   There, disappearing into the main bathroom, is the cutest bare ass she's seen in. .

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  . well, at least an hour or so.   Marilyn doesn't shut the door, so Sarah watches her wash her hands as she proceeds up a couple of more steps.   She knows she should go back to the kitchen; but is drawn to this young beauty, so much like her own daughter with her slim yet hippy build.

After washing her hands, Marilyn sits down on the toilet and pees.

"That's interesting," Sarah thinks.   "She washed her hands FIRST. "

Sarah starts walking further up the stairs, now in full view of anyone in the bathroom, should they just look out.   Her pussy is tingling and wet.   She's never given any of Amy's friends a second thought; but after this afternoon, her libido is in overdrive.  She is more open to new experiences than she has been since college.   She watches Marilyn look around the toilet and bathroom.   Quickly realizing that the young woman is looking for toilet paper, Sarah hurries up the remaining steps, not thinking about her next step; but seeing an opening to help and, in the process, get a better look at this young, nubile body that has just finished doing. . .

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  something. . . . sexual with her supposedly innocent son.

"Here, honey.   I'll get you another roll," Sarah says as she enters the bathroom.

Marilyn's head snaps up.   She hadn't heard or seen her coming at all.

"Oh my God, Mrs. Larson!  I'm so sorry!" she blurts out in a frightened and anguished voice, as she tries to cover herself.

"Shush, shush, shush.   You'll spook Jason if he hears us," Sarah says quickly, trying to calm her down.   Squatting down in front of Marilyn, who's still on the toilet, Sarah takes her hands, pulling them away from their strategic positions over her breasts and pussy.   As she grasps the teenager's hands in her own, she can't help but notice the perfectly bald pussy in front of her.

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   Several drops of pee still cling to her lower lips.

"I caught you two playing grab-cock and grab-tit in the front doorway.   Your eyes were closed.   Then I heard you in the hallway from downstairs.   So when Jason told me that you’d left, I knew that was bullshit.   You have a very pretty pussy, by the way. "

"I'm really sorry, Mrs. Larson," is all Marilyn can think to say. . . again.   Sarah's comment on her pussy doesn't really register.   She's still too terrified having been caught.

"Hey, it's okay honey.   I'm not mad.


    Jason's old enough to explore his own sexual needs, besides masturbation.   I just hope you two used protection, if you actually had intercourse.

"Oh, no!  We didn't!  I just gave him blowjob. "

"Oh, okay.   You were in there for awhile, so I thought. . . . maybe. "

"No, just a blowjob. "

"Didn't he do anything for you?" Sarah asks as she gets up and reaches into the cabinet under the sink for a new roll of toilet paper.

"He was going to do me. . . next," she answers truthfully, and sullenly.

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"What, is he planning on eating your pussy, or fucking you?"

"Uh. . . I don't know," Marilyn replies, shocked at the frankness of this conversation.

"Well I don't want you to stop on my account, though I wouldn't tell Jason about this conversation, especially if you plan on fucking him.   Just the thought of me knowing about what's been going on would probably deflate his tool, and leave you hanging," Sarah chuckles.

"OH, I don't think I'm going to. . . " Marilyn swallows hard, still uncomfortable with this kind of talk with an adult, particularly the mother of the guy she just blew.   ". . . . fuck him.

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"Are you still a virgin?"

"Oh, no.   I've fucked guys before, at least a couple. . . but Jason is awfully big.   I'm not sure he'd. . . fit. "

"Really?  I didn't know.   I haven't seen his. . . . equipment for several years.

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"Well, believe me.   You're son is PACKING!" she intones with all seriousness, now getting comfortable with this. . . VERY STRANGE. . . conversation.

Sarah chuckles as she squats back down in front of Marilyn, the toilet paper in one hand.   She looks Marilyn over from head to pussy, taking in all of her.   She likes what she sees.   Her nipples are firm nubs atop orange-sized breasts, and her pussy is aflame with unreleased sexual passion.

"Looks like you really need to get back in there and let Jason have at your pussy.   You look like you're about to burst. "

"You've got that right," Marilyn laughs.

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    Spreading her legs and looking down at her pussy, she continues "I'm so horny and dripping, I'm not sure how much of that is pee and how much is pussy juice!"

"Yes, I can smell your juices, or maybe they're mine, maybe what I smell is a mix of the two.   I'm not really sure.   It's been one of those kinds of days. . . But either way, the scent is very intoxicating," she ends, giving Marilyn a wicked grin.

Suddenly Marilyn remembers Sarah's compliment of her pussy.   Placing her left hand just above her pussy, she lets her middle finger drift lower, brushing over her clit.   She shudders at the contact.   She looks into Sarah's eyes.

"So you think I have a pretty pussy, huh?"

"Yes.   It's very nice.   Have you always waxed it?"

"Actually, I just started last year.   I love the way my silk panties feel against the bare skin. .

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  . . Do you wax yours?"

"Me?" Sarah responds, startled by the change in focus of the conversation.   She was quite happy to keep it on Marilyn and her lovely poon.   "Yes, but only a bikini wax. . . until today.   I actually just got my first Brazilian this afternoon.   To be honest, I can't really tell if I'm going to like how it feels because the area is so raw right know.   I haven't worn any underwear since having it done.   I'll give them a try tomorrow. "

"May I see?" Marilyn asks, softly but in a clear voice.

Sarah considers the request for only a moment and stands up, setting the toilet paper roll aside on the edge of the tub.

"Sure," she replies as she lifts the front of her dress, exposing her pussy to the nubile teen.



Marilyn silently checks out Sarah's pussy for the next minute.   Sarah just stands there quietly, waiting for her to get her visual fill, not feeling awkward at all.

"Very nice.   You have the most beautiful, pouty, full outer lips. " Marilyn finally says.

"Really, you think so?" Sarah asks, as she holds the dress up over her pussy and tight to her belly, trying to gauge for herself.   "Well, thank you for the compliment!"

She can't really see herself very well, so she pulls her dress up over her head and off, tossing it into the corner behind the door.   Standing there, now completely naked, she checks out her own pussy with as critical eye, stroking the outer lips softly as she does.

Seeing this, Marilyn's mouth goes dry and her pussy begins dripping even more juices.   "Jason's mom is HOT," she thinks, taking in her ripped abs, trim waist, nice hips, and AMAZING tits.   Sarah catches the strong smell of pussy wafting up to her, even stronger than before.

"I can tell that MY pussy is having an effect on YOU, as strong as yours has had on mine. "

Feeling slightly embarrassed again, and about ready to cum from just the view, Marilyn changes the subject.

"Uh, can you hand me the toilet paper. I should really clean up and get back to Jason.

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"Ha ha," Sarah chuckles.   "If I know anything about my son after he gets his rocks off, it's that he tends to fall asleep if nothing else is going on.   Stay right here and I'll check on him for you quick. "

Sarah picks up the roll of toilet tissue from the tub; but instead of handing it to Marilyn, she walks out of the bathroom with it.   The only light on in the bathroom is that coming in from the hallway, as Marilyn had never turned it on when she entered.   As Sarah leaves, Marilyn notices a single line of pussy juice running down Sarah's right inner thigh, the hall light making it glisten.

As she opens his bedroom door, Sarah doesn't even worry about being nude, she's so confident that her son is asleep.   Sure enough, he's out on the bed, only a sheet covering his manhood.   Sarah is tempted to go in and take a peek; but is concerned that moving the sheet might wake him.   "Besides," she thinks, "I've got a fresh piece of young pussy right next door just waiting to be sampled. "  She grins; but a large part of her is surprised at how casually she's contemplating taking this girl less than half her age to her bed.   She shrugs it off and decides to live in the moment, at least this moment.   She heads back to the bathroom and stops in the entry way.

"So, did you miss me?" she asks Marilyn, bracing her left hand against the door jamb, her right, with the TP, on her hip, and spreading her legs.   She catches Marilyn pulling her hand back from her pussy.

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"Were you playing with that pretty pussy of yours?"

Marilyn just looks at her and nods.   She breaks out in a bit of a cold sweat, as if she had just been caught masturbating by her mother.   Of course, being caught by the mother of a guy you just blew may be a close second.

"Can I have the toilet paper, please?"

"You MUST be horny," Sarah replies as she walks towards the hot teen, ignoring her request for the TP.   "I was only gone for a few seconds and I find you pleasuring yourself already.   You know, Marilyn, you've got a hot little body, and apparently it's getting a little too hot. . . Your sweating. "

Sarah steps back in front of her, facing her with her legs in a fairly spread stance.

"Why don't you let me clean you up," she suggests, as she takes several squares off the roll.   Setting the roll aside, she rolls the piece she's taken off up.

"I. . .

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  I can do it myself, thanks. "

"Ohhh, let me.   Consider it a mother's prerogative.   You want my son to eat that pussy, I should at least, as a good mother, make sure that it's thoroughly clean. "

Marilyn swallows hard and drops her hands to her sides.   Sarah takes this as a "Yes. "

"Now just relax," she says as she pushes back on Marilyn's left shoulder.   Marilyn reclines against the back of the toilet.

"Good," Sarah says assuringly, in a soothing voice.   As she pulls her hand away from the teen's shoulder, she lets it trace down over her left breast, intentionally brushing her fingertip over the sensitive nipple.   Marilyn grabs Sarah's hand with her own and places it firmly back on her breast, smiling.   Sarah smiles back, tweaks the girl's nipple, and pulls away firmly.

"Now, now, there'll be none of that. . .

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  at least not yet.   Your pussy needs to be cleaned; and I intend to accomplish just that. "

Squatting back down, Sarah places her hands on Marilyn's knees and spreads the young woman's legs apart.   She then runs the fingers of her left hand lightly up Marilyn's right thigh, while her right hand feathers the toilet paper lightly up her left.   Reaching her pussy, Sarah gently dabs at the moisture there, unable to tell if there's really any pee left, or if it's all pussy juice.   She pushes the used tissue between Marilyn's legs and drops it in the toilet, running her open palm and fingers over the girl's pussy as she pulls her hand back.   Marilyn moans appreciatively.

"This will never do," she declares, standing up and stepping back, placing her hands on her hips.

"What?" Marilyn asks, surprised by the sudden change in proximity and mood.

Sarah gives her a stern look for several seconds, and then smiles.

"If I'm going to clean that pretty pussy of yours thoroughly, I'm going to need a rag, some more light, and, especially, more room to work. "

Reaching forward and offering Marilyn her hand, she says "Why don't we go to my room, where we can both be more comfortable?"

Marilyn quickly stands up, an eagerness in her movements and expression.   She's never had sex with a real woman before, just some of her teenage friends.   She's confident that that is about to change.

Sarah leads her out of the bathroom and down the hall to the master bedroom.


    After ushering her in, she walks past her to the master bath for a rag and some lotions.

"Make yourself comfortable on the bed, honey.   I'll be right with you. "

Sure, Mrs. Larson," Marilyn replies as she hops up on the bed, planting herself right in the middle and spreading her legs wide, eagerly anticipating the tongue lashing of her pussy she figures is soon to follow. "

From the bathroom, Sarah laughs.

"My name is Sarah," she says, walking back into the room.   "Please, call me Sarah. "

"Okay. . . Sarah. "

"So, I see you've gotten VERY comfortable. "

Marilyn smiles and strokes her pussy as she looks into Sarah's eyes.

Sarah proceeds to apply some liquid soap to a soft bath rag in her left hand.

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    She uses her other hand to lather it up.

"Scooch back onto the pillows. "

Marilyn complies.

Sarah sets the soap, another rag, and moisturizers down on the bed next to Marilyn's right foot.   Walking around to the end of the bed, Sarah looks over her young and willing soon-to-be sexual conquest.

"God, you're beautiful!" Marilyn exclaims.

 Sarah smiles broadly and licks her lips.   Kneeling up onto the bed and dropping forward onto the back of her hands, she crawls towards Marilyn.   Looking over Sarah's head, Marilyn has a perfect view of the top of her ass.   Looking under, she has a perfect view of her gently swaying tits, which are lightly brushing the comforter.   Marilyn licks her own lips at the sight of Sarah's HUGE distended nipples.

Dropping down onto her elbows, Sarah inspects the pussy before her as she caresses Marilyn's left inner thigh with her soapy right hand.   With her left, she begins to gently bath the teenager's sensitive poon, circling her clit every so often.   Marilyn is in heaven. None of her other female lovers have been quite this gentle, or their movements quite so languid.

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    "I guess age really does breed experience," she thinks to herself.

After about 10 minutes of loving care on her pussy, Sarah turns her attention to the little nymph's rosebud.   Reaching under Marilyn's bottom, she pushes up.   Marilyn gets the idea and, raising her knees and planting her feet on Sarah's shoulders, rotates her hips forward and up, placing her pussy just inches from Sarah's face, and her rosebud exposed.

Sarah can't resist the treat before her, and leans in for a quick lick of the girl's clit.   It tastes soapy, but she doesn't care.   Marilyn jumps at the contact.


Sarah looks up.   "You liked that, huh?"

"Please, don't tease me," she responds, desperately wanting to orgasm.

"We'll get there.   Now don't you worry your pretty head about that.   Just relax and enjoy yourself.   We're in no hurry. . .

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  . Say, do you need to call someone at work?  You've been gone a long time. "

"Shit!  I need a phone. "

"Next to the bed, Darling. "

As Marilyn reaches for the phone, Sarah proceeds to wash her rosebud, again tracing small, slow circles around it with the rag.   Marilyn moans as she waits for someone to pick up.   After a few rings, someone picks up.

"Hi, Bill?  It's Marilyn. . . . . (Biting her lip and trying not to moan into the phone as her boss talks, A LOT). . .

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  . Yea, I'm fine.   I just got a flat.   My cell phone is dead, so I had to ask the tow truck driver to borrow his. . . . . (Holds the phone up against her breast to cover the microphone as she squeals in delight). . . . They'll fix the tire at the garage; but it may be awhile.   Is it okay if I don't make it back in tonight?. .

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  . . Great.   Thanks.   Bye. "

Marilyn hangs up quickly.

"God, you're cruel!"

Sarah laughs as she sets the second rag she'd been using to clean the soap off aside.   She squirts a bit of lotion onto her hand and begins rubbing it around and into Marilyn's pussy lips.

"And you're quick on your feet.   That was a pretty good story you gave him, simple and believable.   Much better than the story Jason gave me. "

"Uhhhhh," Marilyn responds, oh so close to orgasm without achieving the release she badly needs.

After another 20 minutes of Sarah continuing to gently rub the lotion onto her pussy and around her rosebud, but never penetrating either, Marilyn is about to explode.   She actually finds it hard to believe that she hasn't already.

"I don't know how much more of this I can take!" she exclaims breathily.



This extended sexual high is exhausting her.

"Well, you're in luck," Sarah smiles innocently.   "I'm done with the lotion. "

"Thank God!  Please, I need you to eat my pussy.   I've gotta cum sooo bad. "

"We're getting there.   Just one more thing I have to do. "

"What's that?" Marilyn asks as she looks down her body and into Sarah's smiling face.

"Chamomile oil," Sarah responds, her smile changing into a wicked grin.

"Ahhhh!!"  Marilyn screams, somewhat too loudly.   "You're killing me!"

"Shhhh!!" Sarah reminds her, smiling.   ". . . And you're loving it.

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    Trust me.   I don't want you to pass out on me or anything.   I'm looking forward to sitting on your face and fucking it until I cum all over.   But I feel like I'm competing with much younger and energetic lovers.   I want you to understand what an older lover can bring to the party, in patience. . . and tenderness. "

Finally, Sarah leans in and gives Marilyn's dripping honeypot a long, slow lick, from rosebud to clit.   Once she reaches her clit she swirls her tongue around it once and bites down lightly. . .

That's all Marilyn can take.   She grabs a pillow and screams into it, her hips bucking up into Sarah's face as she reaches orgasm and begins to cum.   The sudden reaction surprises Sarah, and she pulls back, only to be sprayed in the face by her young lover's squirting pussy.

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    Sarah quickly moves to intercept the stream with her mouth, drinking it in.   She moves back in on Marilyn's pussy, clamping her mouth over it and riding her still bucking hips with her face.   Finding it difficult to maintain contact, and having already had her nose bonked by Marylin's pubic bone twice, Sarah places her hands under the young nymph's as cheeks and pushes up, resting her elbows on the bed and supporting the girl's weight.   The bucking immediately begins to subside, as her body goes limp and rides the wave of her orgasm down the far side, whimpering and moaning in ecstasy and exhaustion.

After a couple more minutes of sucking the young woman's pussy dry, Sarah lowers Marilyn's body to the bed and, seeing that the girl is too tuckered to continue the encounter, she gets up, heading to the bathroom to pee and get herself off.

"Get up, honey.   You'd better get going,” she says over her shoulder as she walks.

Marilyn opens her eyes and rolls her head to the right, following the sound of Sarah's footsteps.   She slowly sits up and rotates her body towards the bathroom, dropping her legs off the edge of the bed.   She sits there quietly, watching Sarah sit down on the toilet.

"I'm sorry I didn't do anything for you. "

"That's okay, dear.   I really didn't give you a chance, the way I tortured your pussy for so long.   Anyone would be exhausted after that sexual workout.   You can make it up to me some other time.

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    I'll just take care of myself," she replies with a smile as she begins to frig her clit vigorously.

Marilyn gets up and walks up to the bathroom door, watching the older woman masturbate herself to orgasm.   Sarah looks at her and gives her a warm smile, carefully considering her next move.   After a good 30 seconds, she decides to take a chance.

"Come on in and watch if you'd like.   You might learn something," Sarah encourages h.

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