This is a print version of story 'A Tale of Two Moms - Book Two' by DizzyD427 from

'A Tale of Two Moms - Book Two'

A Tale of Two Moms – Book Two

Another biographical fantasy by DizzyD

Story Codes: Fb, Ff, bb, mom-son, mom-dau, inc, voy, mast. oral

This story is purely a work of fiction, and while parts may depict actual occurrences, it is not intended to by biographical. It is protected under law, and conforms to all legal statutes and is protected under the Byrne Convention.

This is a repost of Book Two, in preparation for the release of the awaited Book Four.


Chapter One

Shelly Davis couldn’t believe she was watching her mom give her thirteen year old b*****r a blowjob. She quietly peeked from the doorway into the kitchen as her mom’s head bobbed up and down in Billy’s lap. Barb Davis, her beautiful mother, wore only the tiny bottom of a very skimpy thong bikini, and her large tits bounced as her lips slid up and down the stiff shaft of her own son’s cock. Shelly could feel her pulse pounding and her breath coming in short gasps as she watched the scene unfolding in front of her.

The sixteen year old girl had been at the beach with her best friend Allison Robbins and her f****y for what was supposed to be a four day trip. But when they got the call that Ally’s grandma had taken ill, they had been f***ed to come home early. It was when the Robbins dropped her off at home that Shelly walked into the house and accidentally came upon the unbelievable scene.

The house had been quiet when she walked in the front door, and she fully expected to find her mom and little b*****r out by the pool enjoying the bright summer day. But the teenage girl got the shock of her life when she stepped into the kitchen doorway and saw her little b*****r sitting on a bar stool, while their mom knelt in front of him cleaning his crotch with a wash cloth. She couldn’t understand what was going on, but there were two things for sure… her mom was almost naked, and her little b*****r had an erection! Shelly had seen his pre-adolescent dick when he was little, and it had looked like a pale, limp tube. But now his cock was a pretty impressive six inch rod of thick flesh that stuck straight up from his small body… with two acorn sized balls hanging below it, and dark pink mushroom shaped head topping it.

Shelly’s heart raced as she silently watched what was happening. At first her mom just held her little b*****r’s hard cock in one hand, while the other hand cleaned around it with a soft cloth. Then her mom said something to Billy that she couldn’t hear, but the teen girl’s eyes almost fell out of her head as she watched her mom lean forward and kiss the tip of his swollen penis! Shelly watched Billy squirm in his chair, and she heard her mother clearly this time as she asked, “Would you like me to kiss it again?” Billy nodded, and then Shelly held her breath as she watched her mom lean forward… but instead of kissing the tip, her mom sucked her little b*****r’s entire cock into her mouth.

From the doorway, Shelly heard Billy groan in ecstasy as her mom’s face bobbed up and down in his lap. The teenage girl watched intently as her little b*****r’s hard prick disappeared, and then reappear from between her mom’s moist lips again and again. Both the young mother and her adolescent son were so engrossed in what they were doing that neither had any idea Shelly was secretly watching. The teen girl could see that her mom’s large, naked breasts were pressing against Billy’s knees as she bobbed her head up and down on his cock… leaving it shiny with her saliva. The scene was shocking, confusing, and surprisingly stimulating to the young girl… causing her young pussy to quiver as she secretly watched.

While she was only sixteen, Shelly had already given quite a few blowjobs, and she really enjoyed the pleasure she got, and the power she seemed to hold over the grateful boys as she sucked their young cocks. She wasn’t a slut by any stretch, and both boys she had sucked off were steady boyfriends. But Shelly was definitely a very sexual young lady. As a matter of fact, she was not only attracted to boys, but girls too… and had actually enjoyed a relationship of exploration with her best friend Allison.

It wasn’t long before Shelly heard her little b*****r groaning louder. She knew the inexperienced boy probably wouldn’t last very long under their mom’s expert ministrations, and she was right because just then she heard Billy cry out, “Mom, I’m gonna… aggghhh,” as his young cock began spurting gouts of warm cum into his mother’s waiting mouth. Shelly could see her mom’s throat clench again and again as she swallowed Billy’s load. What really surprised the teen girl was that for some unknown reason, she was actually wishing that it was her mouth filling with his young spunk instead of her mom’s.

Shelly was still secretly peeking from her hiding place in the doorway as her mom sat back and let little Billy’s spent cock slip from between her lips. Barb had a smile on her face as she gulped down the remainder of her young son’s gooey load before smiling and saying “All gone.” Then Shelly watched as her mother stood up and hugged her b*****r’s face to her naked breasts and asked, “So how did you like your first blowjob?”

The teen girl almost gasped out loud when she realized she had just witnessed the first encounter between her mom and little b*****r. Knowing she had just watched her mom giving her little b*****r his very first blowjob made it even naughtier… and more exciting. Shelly felt another twinge deep in her own pussy, and it was at that moment that she took a really good look at her mom.

Shelly had always admired her mom’s beauty… and it was a beauty that she had fortunately inherited. For the first time, she took a moment to compare herself to her mom. Her own body wasn’t quite as full figured as Barb’s, partially because she was much younger, and partially because of her competitive swimming… but she was still very shapely. Her breasts were a little smaller than her mom’s, but for an athletic sixteen year old they were still an impressive 34 B. Shelly also had her mom’s tight tummy, full round hips and a plump round ass that got many looks when she wore a midriff top with tight jeans or short shorts. When you added her shapely legs, long dark hair and tanned complexion, it completed what boys, men… and even many women thought was a delicious package.

Suddenly Barb’s voice shook Shelly’s concentration again as she told Billy, “Why don’t you go put some clothes on honey, I need to make a phone call.”

Shelly quickly ducked into the living room and out of sight, just as she heard her little b*****r call out, “Ok mom,” as he walked down the hall into his bedroom.

The teen girl crouched behind the couch as she listened to her mom dial the phone. After a slight pause she heard her say, “Hey Alice, it’s me.”

Shelly knew immediately that her mom was talking to Alice Taylor, their next door neighbor. Shelly really liked Mrs. Taylor, and thought she was another beauty just like her mom. As a matter of fact, one of the teen girl’s favorite masturbation fantasies was an ‘older woman/young girl’ encounter between her and Mrs. Taylor. Shelly also really liked Alice’s son Richie, who was her little b*****r’s best friend.

She listened carefully as she heard her mom say, “Would it be ok if I sent Billy over to your place to hang out with Richie for an hour or so?”

Shelly couldn’t understand why her mom would want to send Billy next door, especially with Richie Taylor still laid up with the injuries he received in his bike crash. But evidently Mrs. Taylor must have agreed, because the next thing her mom said was, “Thanks, and please do me a favor and tell Billy you invited him over.”

Now Shelly was really confused. Why didn’t her mom want Billy to know she wanted him out of the house? Mrs. Taylor must have asked the same question, because Shelly heard her mom whisper, “It’s too complicated to go into right now, but let’s just say that I may have one-upped you in helping our sons with their raging hormone problems.” Then she said, “I’ll explain later, but I just need a little time to myself.”

As the teenage girl crouched in her hiding place, her mind really started to wonder what was going on. First her mom gives her little b*****r a blowjob, and then she calls Mrs. Taylor to get Billy out of the house. Then when Mrs. Taylor asks why, her mom says it has something to do with the boys’ hormones, and what Mrs. Taylor did to her son Richie. The whole situation just kept getting more intriguing… and more stimulating!

She didn’t have much time to ponder the questions, because right then she heard her mom holler, “Billy, Mrs. Taylor wants to know if you’d go over and hang out with Richie for a while.”

“Sure mom,” Richie answered excitedly. He was always happy to go over and hang out with his best friend, even if Richie was still pretty immobile after the accident.

Shelly stayed in her hiding place as she heard Richie come down the hallway. His mom stopped him before he left, and Shelly heard her say, “Now Billy, you make sure you listen to Mrs. Taylor… and remember, what we did earlier is our special secret, and you can’t even share it with Richie, even though he’s your best friend… ok.”

“Ok mom, I promise,” Billy said to Barb. And then Shelly listened as the front door opened, and then closed as Billy left.

Shelly kept as quiet as possible as she listened to her moms footsteps go down the hall towards her bedroom. The teenage girl’s heart was pounding in her chest now as she tried to decide what to do. She couldn’t hide all day, so she wondered if she should go to the front door and act like she had just gotten home. Then she wondered if she should just sneak out and go Allison’s house and tell her what she had seen. As she pondered her choices, she thought she heard a low moan coming from down the hall.

The young girl quietly left her hiding place and began to creep down the hall. She slowly tip toed past Billy’s bedroom door, and then past her own. As she approached the last door… her mom and dad’s bedroom door, she could hear the moaning getting louder. The door was nearly closed, but as she got closer, the young girl could see that it was slightly ajar.

Shelly could feel her chest was pounding, and there was a fluttering deep in her groin as she quietly took a deep breath and then pressed her eye to the small crack. When her eye focused on the large bed in the middle of the room, she could see her beautiful mom, lying naked on her back with her legs spread wide, and her fingers feverously rubbing her visibly excited cunt.

Finally something made sense to Shelly. Her mom had gotten so horny giving Billy a blowjob that she wanted to get him out of the house so she could masturbate! The young teenager’s own pussy quaked as she watched her mom’s perfectly manicured fingers fuck in and out of her overheated cunt, and then vigorously rub her tiny swollen clit. Shelly knew that she shouldn’t be spying on her mom, or feeling the desire that was building inside her, but at that moment she didn’t think of her Barb as her mother… but as a beautiful, sexually charged woman.

As Shelly continued watching her mom masturbate, her own hand made its way to the crotch of her tiny shorts. She had to suppress a groan as she pressed her fingers into the material… applying pressure directly on her inflamed clit. Then she saw her mom take her glistening wet fingers from her dripping pussy and open the drawer to her nightstand. Shelly didn’t even have to wait to see what she pulled out, because she already knew that was where her mom hid her vibrator. She knew that because she found it while snooping one day. As a matter of fact, whenever she was alone in the house she used it to get herself off, or invited Allison over so the two teens could use it on each other.

Shelly heard a faint buzzing, and then a loud groan as her mom pressed the tip of her sex toy to her clit. Experience told the teenager that her mom probably wouldn’t last very long, and this had her own pussy aching for release. But suddenly Shelly realized that this whole situation might be used to her advantage. Not that she was in favor of blackmail, and she certainly loved her mom and wasn’t a mean-spirited girl. But she was sixteen now, and having information about what had happened between Barb and Billy could be quite a bargaining tool for a big-time shopping spree… or even a car!

Shelly took one more look through the cracked door, and could see her mom was nearing a shattering orgasm. Her head was thrown back, and she was plunging two fingers in and out of her gaping cunt as she pressed the vibrator to her clit. The teenager knew that if she was going to catch her mom at her most vulnerable point, then she would have to act fast. So she took one last deep breath, pushed the door open and said, “Having fun mom?”

Chapter Two

Barb’s eyes flew open as she heard Shelly’s voice, and she cried out, “What are you doing home?” as she frantically reached for a blanket to cover her exposed body. Her face was flushed as she tried to cover herself and hide the vibrator at the same time. She had been so close to cumming that she could still feel tremors deep in her pussy, and she actually had to stop herself from finishing the job.

When Barb finally composed herself, she looked at her daughter standing at the foot of her bed with a smirk on her face. This suddenly turned the young mother from embarrassed to angry, and in a f***eful voice she said, “Shelly, how dare you barge in here without knocking on the door… you know we respect privacy in this house,” and then she added, “And what are you doing home this early anyway?”

Shelly didn’t even flinch as she sighed in mock-boredom and said, “Well, I’m home early because Allison’s grandma got sick, and if you’re so concerned about privacy, maybe you shouldn’t be giving Billy blowjobs in the kitchen!” Then the teen added, “And don’t even bother trying to deny it, because I watched the whole thing.”

Barb instantly felt the color rush from her face and tears begin to well up as she said, “Shelly, I didn’t… I mean, I don’t…”, and then as her daughter watched, Barb began to cry.

Shelly could see her mom shaking and hear her sobs as she turned her head, not even being able to face her daughter. Suddenly Shelly felt terrible. She loved her mom, and would never do anything to purposely hurt her. She had thought she might be able to use what she had seen as leverage to get some cool stuff that any sixteen year old girl wants, but when she saw how devastated her mom was, she realized no material things were more important than how much she loved her. As Shelly felt tears coming to her own eyes, she sat down on the bed and hugged her distraught mother.

Barb buried her head in her daughter’s shoulder, and as her voice cracked she said, “Shelly, I’m so embarrassed… I don’t know what’s come over me,” then she cried, “Please don’t hate me honey.”

Shelly fought back her own tears and said, “I could never hate you mom… you’re my best friend.”

Barb hugged her daughter tight and tried to explain what Shelly had seen by saying, “I didn’t mean for anything to happen, but since your dad and I have been having problems, I’ve just been so lonely… so I guess I kind of let things with Billy get carried away.”

“How did it start,” Shelly asked… secretly wanting to hear every juicy detail.

“Well,” Barb explained, “Billy and I had been out by the pool, and I asked him to rub some suntan lotion on my back.” Then she added, “I was wearing a thong, and I guess it was pretty revealing, so while he was rubbing the lotion on me he must have gotten a little too excited and… ummm, he had an accident in his swim trunks. So I brought him into the house to clean him up and, well… you saw the rest.”

Shelly didn’t even know Barb owned a thong, but that wasn’t important. What she did want to hear was more details, so as she held onto her beautiful mom, the teen girl asked, “What do you mean Billy had an accident in his swim trunks?”

Barb paused for a second and then said, “Well, he, uhhh… he ejaculated in them.”

Shelly surprised Barb when she said, “You mean Billy came in his swim trunks just from rubbing lotion on you?”

Barb was a little taken back by her daughter’s blunt use of the term ‘came’, but she just answered, “Yeah, I guess it was just a bit too much for your little b*****r, so he… came in his trunks.”

“Well I’m not surprised mom,” Shelly laughed, “I mean he’s a young k** going through puberty, and rubbing lotion on a gorgeous woman wearing a thong… no wonder came in his pants.”

“Do you really think I’m gorgeous honey,” Barb asked her daughter in a grateful tone.

“Jeez mom, I think you’re super hot,” Shelly answered, and then she said, “I mean look at your body.” With that Shelly sat back and looked at her still naked mom, and then she said, “Look at how perfect your boobs are,” as she reached her hands towards her mom’s breasts and gently squeezed the soft globes of flesh.

Barb’s was startled at Shelly’s boldness, but thought her young daughter was merely expressing admiration for her ample endowment. That quickly changed though, when she felt Shelly drag her thumbs back and forth across her erect nipples. Barb let out an involuntary moan, and the asked, “Shelly, what are you doing?”

Shelly looked at Barb and said, “I’m sorry mom… but watching you with Billy really excited me,” and then she said, “And when I came in and saw you playing with yourself, I knew you were excited too.” And then, before the young mother could fully process what her daughter said, Shelly leaned forward and sucked one of her hard nipples into her mouth.

Barb let out an involuntary groan as Shelly’s soft lips encircled one of her excited bud of flesh. Suddenly her mind was a jumble of confused feelings. At first, she convinced herself that this was nothing more than a bonding moment between a mother and c***d… just like when she had nursed Shelly as a baby. But that rationale quickly went out the window when she felt her beautiful teen daughter flicking one nipple with her tongue, while she gently pinched the other with her fingers.

Barb had been so close to cumming when Shelly had barged in on her that it didn’t take long for her daughter’s teasing tongue and tormenting fingers to make the fire deep in her cunt begin to rage again. Barb knew she was losing control fast, so she tried to make another effort to stop what was happening.

With all the strength she could muster, she groaned, “Shelly, maybe you should stop doing that.” But Barb’s words were hardly convincing, and she made no effort to push her daughter away… so Shelly merely intensified the assault on her mom’s nipples as she guided her to lie back on the bed.

Shelly could feel her own crotch getting wetter as her lips left her mom’s breasts and began kissing their way down her voluptuous body. Despite her half-hearted attempt to stop it, Barb was succumbing to her aggressive daughter’s sexual advances. Where Billy had been an innocent little boy who knew next to nothing about sex, Shelly seemed to be an expert lover… and the tenderness and skill she was using had her mother squirming with desire.

Barb tried one last time to stop what was happening, and she lifted her daughter’s beautiful face from her soft belly and said, “Shelly honey, should we really do this?”

When Shelly heard that her mother’s feeble attempt to stop her was more of a question than a demand, she just looked at her and said, “Mom… I want to make you feel as good as you made Billy feel,” and then she dipped her tongue into Barb’s sensitive bellybutton, causing her to squeal with surprise and pleasure.

Barb couldn’t believe the feelings her daughter was causing inside of her. As Shelly’s moist lips and wet tongue played across her soft tummy, her fingers continued to gently pinch her nipples. The young mother was blown away by the fact that the teenage girl seemed to know how to please a woman so well, and in a strained voice, she said, “Shelly, I had no idea you were a lesbian.”

By now Shelly had positioned herself between her mom’s shapely legs, and her pretty face was dangerously near her mother’s oozing slit. But when she heard what her mom said, she looked up and said, “I’m not a lesbian mom, I really like boys… but I like girls too,” and then she said, “You have to promise to keep this between us, but Allison Robbins and I have been fooling around with each other since we were f******n!”

At first Barb was surprised… but then she smiled at her daughter and said, “You sneaky little devils… I always wondered why you had so many sl**povers!”

As she thought about Shelly and Allison together, it suddenly made sense to Barb. While Shelly was an athlete, she was also a feminine girl who loved fashion and always talked about boys. But Allison, while also very pretty, preferred wearing gym shorts and tee shirts to cute jeans and tiny tops, and cared more about softball and field hockey than going out with boys. It was the quintessential lesbian/bi relationship. Barb had to stifle a little grin as she realized that Shelly and Allison reminded her of herself and her college roommate… with whom she had secretly had a lesbian relationship.

Just as Barb started to think back to her and her roommate, her pretty daughter broke her train of thought when she purred, “Now let me show you what Allison and I learned,” and then she dipped her face between her mom’s spread legs and slowly dragged her tongue over her sodden pussy lips.

Barb groaned, “Oh god baby,” as she felt her teenage daughter’s soft tongue begin to penetrate her overheated cunt. Shelly began stroking her tongue up and down, from her mom’s puckered asshole, up between her swollen pussy lips, and stopping just short of her aching clit… and then back down again. Over and over she did this, purposely avoiding her mom’s aching clit so she wouldn’t cum too fast. Nobody… not her husband, not a past boyfriend, not even her college lesbian lover had ever made Barb feel the way her daughter was making her feel.

Shelly was purposely teasing her mom into an overly stimulated frenzy, and she could feel her body starting to quake. The teenage girl’s own pussy was a quivering pit of desire, but she resisted the strong urge to slide a hand between her own legs and decided to concentrate all of her sexual energy into pleasing her mother.

Just then the teen girl looked up over the small strip of neatly trimmed dark pubic hair and past her mother’s full her round breasts to see her wide open eyes looking back at her, and with a wicked smile Shelly said, “I’m going to make you cum harder than you have ever cum in your life, mom!” And then she leaned forward and lashed her tongue across her frustrated mother’s long-neglected clit.

Barb screamed in pleasure as her Shelly’s tongue made first contact with the nerve filled button. The young mother was lifting her full hips off the bed to meet her daughter’s invading tongue. Shelly moved her hands under her mom’s ass and squeezed the firm, fleshy cheeks. She held her face to her mom’s crotch as she began to swirl her tongue around her clit… causing Barb’s entire body to tremble.

Through a panting voice, Barb was moaning, “So good… feels so… so fucking good,” as she felt her orgasm building. Shelly could also tell her mom’s climax was eminent, and as she continued to torment her clit with her tongue, she suddenly plunged two fingers deep into Barb’s dripping cunt.

Barb let out an a****listic wail as her daughter’s fingers penetrated her melting canal. Warm lubricant coated Shelly’s fingers and covered her lips and chin as she brought her mom closer and closer to orgasm. Barb’s head was thrashing back and forth now as she felt the muscles deep in her belly begin to tighten, and Shelly could feel the walls of her mom’s cunt squeezing her fingers as she got ready to cum.

Pussy juice was flowing from Barb’s cunt and dribbling down the crack of her ass now, and Shelly decided to use that natural secretion to apply the coup de grace. As she continued to torment her mom’s clit with her tongue, and finger-fuck her pussy with one hand, she placed the middle finger of her other hand against her mom’s lubricated asshole and pushed. When Barb felt her daughter’s finger penetrate the tight ring of her anus and bury itself deep inside her, she screamed in ecstasy and came.

As spasms of pleasure began erupting deep inside her, Barb cried out, “Oh fuck, Shelly… I’m cumming!” The gorgeous teen could feel the muscles in her mom’s pussy and asshole rhythmically contracting on her fingers as she came. Barb was screaming, “Oh yes… oh fuck yes,” as each wave of ecstasy rolled through her body. Her pussy juice was like sweet, syrupy nectar as it coated her daughter’s lips and tongue. Then Shelly felt her mom’s whole body quivering from the released pressure as her orgasm finally started to subside.

As she felt her mom’s body starting to go limp, Shelly gently pulled her fingers from her inflamed pussy and gently twitching asshole. Barb managed to lift her head and look down at her beautiful daughter, and saw she was that she was smiling back at her, with a coating of juices covering her mouth and chin. With that, Shelly leaned forward and planted a gentle kiss on her mother’s sensitive pussy, and then crawled up to lay next to her.

Barb lay holding her daughter close to her, thinking about what had happened. As with Billy, she felt no guilt or shame over what she and Shelly had done. As a matter of fact, she had never felt closer to her beautiful teenage daughter. She turned her face towards Shelly and whispered, “Thank you baby… I guess I really needed that from someone.”

Shelly smiled, and in a soft voice said, “You don’t have to thank me mom… I love you,” then she added, “And I know you and daddy haven’t been having much sex lately.”

“And just how do you know that,” her mom asked in a mock-stern tone.

Shelly giggled and said, “Hello mom… my room is right next to yours!”

Barb blushed and said, “If I’d have known you could hear us, we’d have been a lot quieter.”

Shelly smiled for a minute, and then she got a serious look on her face and said, “Mom, do you think you and dad will get a divorce?”

Barb just sighed and said, “I don’t know honey, your dad and I have really grown apart, and I think he might be having an affair with a younger woman,” then she added, “But no matter what happens between him and me, he loves you and your b*****r more than anything in the world, and will always be your dad!”

Shelly smiled and said, “I know mom, and you never have to worry about me or Billy taking sides… I’ll make sure of that.”

Barb was glad to hear Shelly say that, because neither she nor husband ever wanted to be one of those couples that used their k**s against each other. Hearing her daughter say that also seemed to put her mind more at ease, and she said, “How did you become so wise?”

Shelly just laughed and said, “I guess I took after you.” Then she shook her head and said, “But I just don’t get the younger woman thing with dad. It was just like with Mr. Taylor and his secretary. I mean seriously, why would either of them even look at another woman when they have two hot women like you and Mrs. Taylor waiting at home for them?”

Barb thought Shelly might saying that just to make her feel good and said, “Thank you honey… that was very nice of you to say.”

Shelly could tell her mom thought she was just patronizing her and said, “Mom, I’m serious, you two are gorgeous,” and then she said, “You can never tell Mrs. Taylor this, but Allison said she would do either of you in a heartbeat… and after what just happened, I guess you could say I agree!”

Shelly’s flattery was just what Barb needed at that moment, and she turned her face towards her daughter’s and gave her a grateful peck on the lips. Then, as they looked into each other’s eyes, Shelly pressed her soft lips against her mom’s in a deep kiss.”

Barb could taste her own juices as she parted her lips and let Shelly’s tongue slip into her mouth. As the mother and daughter shared a long, passionate kiss, Barb could feel Shelly grinding her cloth covered pussy mound against her naked hip. Then it donned on her that while her pretty daughter had given her an earth-shattering orgasm, she had done nothing to return the favor.

As the two women continued their kiss, Barb reached up and cupped her daughter’s left tit in her hand. Shelly groaned deep in her throat as her mom began kneading the firm round flesh of her teenage breast. Barb could feel Shelly grinding her pussy against her hip even harder now, and knew her daughter was incredibly stimulated.

At that moment, Barb broke their kiss and whispered, “Let’s get these clothes off of you baby.”

Chapter Three

While all of this was happening at the Davis house, Billy Davis was next door sitting in his best friend Richie Taylor’s room. Richie was still pretty immobile from his accident, with both arms still in casts and a brace on his badly sprained knee. The two young boys sat and talked about all the things they were going to do once Richie was up and around, including swimming together in the Davis’ pool.

“So did you swim today,” Richie asked, wanting to know what his friend had been doing since he had been laid up.

“Yeah, for a while,” Billy answered, his mind momentarily flashing back to his mom giving him his first blowjob.

As they continued to talk, Alice Taylor sat in the kitchen… listening to every word. She hadn’t intended on spying on her young son and his best friend, but when Richie was brought home from the hospital a few days earlier, Alice had put his old baby monitor in his room so she could hear him if he called for her in the middle of the night. She hadn’t told her son, because she didn’t want him to think she was babying him, so she had put it on his window sill behind the d****s, and out of sight. Now, it was allowing her to inadvertently eavesdrop on the two boys.

As the young mother sipped a glass of iced tea and leafed through a magazine, she heard her son say, “Was your s****r and her friends swimming?”

“No, she’s at the beach with Ally Robbins f****y,” Billy answered.

Alice was only half listening until she heard her son say, “I think your s****r is really hot.”

“Yeah,” Billy answered, “I guess she is.”

“Dude, are you serious,” Alice heard her son say, “She’s as pretty as the girls in those dirty magazines we have.”

“Yeah, but she is my s****r,” Billy said… even though he had been secretly taking every chance to see his big s****r naked since he had first taken an interest in girls not that long ago.

Alice giggled to herself as she imagined the two thirteen year old boys leafing through girlie magazines. But her mood became much more serious when she heard Billy ask, “Are you able to make your dick squirt with those things on your arms?”

Alice’s heart stopped. She was suddenly overcome with the fear that Richie might tell Billy that she had helped him relieve himself by giving him a hand job a few days earlier. She wasn’t worried about Billy telling his mom, because Alice had already confided in Barb what had happened… and if she had known what had happened between Billy and Barb earlier that day, she wouldn’t have to worry anyway. But what she was really concerned with was Billy telling other boys in the neighborhood.

Just as she was getting up to go into Richie’s room to interrupt the conversation, she heard her baby boy say in a dejected tone, “No, I haven’t been able to do it since before I wrecked my bike… and it sucks!”

Alice breathed a sigh of relief when she realized that Richie was going to keep their special secret, just like he promised. But she could also tell by his answer and his tone that the poor adolescent k** was probably in agony over not being able to jerk off, and thought she might reward her sweet boy for keeping their secret by giving him another hand job when Billy went home. Of course, Alice tried to convince herself once again that if she did, it would be strictly to help her incapacitated son. But try as she might to rationalize it, she couldn’t deny that the thought of giving Richie another hand job was causing her pussy to dampen again.

Her thoughts were interrupted when she heard the monitor come to life again as Billy said, “I think I’d go crazy if I couldn’t make my dick squirt.”

Once again Alice giggled, finding it so cute that her son and his best friend were still so innocent that instead of always saying ‘jerk off’, they said things like, ‘make my dick squirt’. Then she heard their young neighbor ask her Richie, “So how long are you going to have those on your arms?”

Richie just shrugged his shoulders and, from his reclined position on his bed said, “I don’t know, but the doctor said probably another couple of weeks.”

“Two more weeks,” Billy asked in an agonized tone, and then he added, “I really feel sorry for you.”

“Thanks,” Richie replied, and then he decided to change the subject and asked, “So you just swam by yourself?”

Nah,” Billy answered, “my mom came out with me for a while.”

“That’s cool,” Richie said, and then he added, “I really like your mom… and you know I think she’s really hot, like your s****r.”

Alice was a little surprised when she heard her son say that about Barb, but then she blushed when she heard Billy say, “Yeah, and you know I think your mom is really hot too.”

The young mother couldn’t believe she was listening to her son and his best friend talk about how hot each thought the other’s mom was. It was both surprising, and a little flattering to hear that little Billy Davis felt that way about her.

Just then she heard Billy ask her son, “Have you ever seen your mom naked?”

Alice was sure the answer would be no, even though she knew Richie had seen her breasts under her shirt when she had masturbated him… so she was shocked when Richie said, “Yeah… once.”

“Really dude, “Billy said in an excited voice, “when?”

Alice listened intently as Richie said, “It was about a week before I wrecked my bike. I was walking past her room and her door was open a crack, and I guess she had just gotten out of the shower ‘cause she was naked.”

“Wow,” Billy exclaimed, and then he asked, “Did you get a good look at her?”

“Yeah,” Richie answered, and then he said, “I felt kind of bad peeking at her, because since my dad left, we always promise to respect each other’s privacy… but I never seen a real naked woman before and she’s really pretty, even if she is my mom.”

“She sure is,” Billy said, and then he said something that caught both Richie and Alice off guard when he asked, “Did you get a boner when you saw her naked?”

Richie paused for a moment, not knowing what Billy might think if he admitted he got an erection from looking at his own mom naked, but then Billy said, “If you tell me, then I’ll tell you a secret about my mom.”

Richie took a deep breath, and then said, “Yeah, I definitely got a boner,” then he added, “as a matter of fact, right after that I came in here and made myself squirt twice.”

As Alice imagined her little boy jerking off because of seeing her nude, she slipped her hand between her legs and pressed the tight crotch of her jeans into her twitching pussy. She could envision her son’s hand sliding up and down his hard cock… the same cock she had held in her hand just a few days earlier. The young mother couldn’t believe how much she was being turned on by the young boys’ conversation… little did she know that this was just the beginning of something much more.

Just then she heard Richie say, “Ok, so what’s your secret about your mom?”

Billy could feel his heart racing as he said, “Well, when my mom came out to swim with me today… she was wearing a thong bikini.”

“Wow… are you serious,” Richie gasped, “You mean you could actually see her butt?”

“Yeah, I couldn’t believe it” Billy replied, and then he said, “I think my mom’s body is as nice as the girls in those magazines.”

Neither Richie, nor his eavesdropping mom could believe what they were hearing. Alice couldn’t help but wonder if this had anything to do with Barb’s earlier phone call, and her mention of Billy’s hormones. Richie had a different reaction, and as he imagined seeing Mrs. Davis’s full round bum naked, he immediately felt his young cock begin to swell. As his penis began to lengthen and thicken, he asked, “So then what happened.”

Like Richie had done with Alice, Billy had promised his mom that he would not tell anyone about the amazing things she had done to him, but he did feel it was ok to tell his best friend about what happened leading up to that point, so he said, “Well, her bikini was so small that she was practically naked.”

“You’re k**ding,” Richie replied as his young prick rose to full erection. Then he asked, “So, was that it?”

“Well, not really” Billy continued, “Then she laid down on her stomach, untied her top and asked me to rub lotion on her back.”

As Alice continued to secretly listen to Billy tell Richie his story, she thought that Barb must have been purposely teasing her young son by wearing a thong. Barb had already told her that Billy had used her underwear to jerk off, and she made it no secret that Billy’s adolescent tribute to her had actually turned her on. Now Alice was certain that what Billy was saying had something to do with Barb’s comment about helping with his hormones... but he was still holding something back.

Then she was brought back when she heard her Richie say, “So you were right over your mom’s naked ass while you rubbed lotion on her back?”

When Alice heard her son use the word ‘ass’, she was a little taken back. But then she realized that at age 13, her son and his friend were at that age when they might use those words when adults weren’t around to try to be cool… even though using terms like ‘bum’ and ‘make myself squirt’ showed just how naïve they still were.

Then Alice heard Billy say, “And while I was rubbing lotion on her, she accidentally showed me her boobs.”

“You’re k**ding,” Richie cried out, “you actually saw her boobs?”

“Yeah,” Billy replied, “and they’re really nice.”

“I’ll bet they are, “Richie replied, and then he added, “I think they’re bigger than my mom’s.”

Billy giggled and said, “I’d really like to see your mom’s so I could compare,” and then he added, “as a matter of fact, I’d give up my allowance to see your mom naked.”

Alice was very flattered by her young neighbor boy’s compliment, and as she imagined what it might be like to expose her mature body to his young eyes, she pressed her hand into her crotch even harder. But just then, she heard Richie say, “Oh man!”

“What’s wrong,” Billy asked his friend in a concerned voice.

Richie sighed, and in a frustrated tone said, “Talking about our moms being naked made me get an erection, and the longer I go without being able to rub it, the longer it takes to go away.”

Once again Alice felt terrible that her young son was so frustrated… and so did Billy. There seemed to be a long pause after Richie expressed his frustration, and then both Richie and his mom were surprised when Billy blurted out, “Richie, you know I’m not gay, right?”

Richie laughed and said, “Sure I do,” then he added, “Where did that come from?”

Billy kind of stammered for a moment, and the he said, “Well, you’re my best friend, and we’ve made ourselves shoot off in the same room, so I thought if it would help… I could make it squirt for you.”

Alice gasped out loud when she heard her cute little neighbor offer to give her incapacitated son a hand job to relieve his frustration. Not only did she think it was a sweet gesture, but she also found the thought of Billy jerking Richie off to be a major turn on.

When Richie didn’t answer right away, Billy panicked and said, “Dude, forget I said anything… I just thought it might help.”

Richie quickly replied, “No, it’s cool,” and then he quietly added, “And I’m not gay either… but if you want to, then it would help.”

Alice’s pussy quivered as she imagined her neighbor giving her son a hand job. Over the last few days the young mother had discovered that she found an adolescent’s sexual awakening to be an intense turn on. She had never been more sexually excited than when she had given her own son his first hand job a few days earlier, and now her cunt was drenched as she conjured the image of Billy Davis’s hand sliding up and down her baby boy’s hard cock.

Just then the image was interrupted when Alice heard Richie say, “We can’t do it with my mom in the house though.”

“I didn’t even think of that,” Billy replied, and then he asked, “Do you think she might need to go out?

“Not that I can think of,” Richie answered in a depressed tone.

When Alice heard that, she knew she had to do something. She turned off the monitor and then waited for a few minutes so nothing would seem too obvious. Then she stood up, reached between her legs to make sure there were no visible signs of wetness in crotch of her jeans, took a deep breath and walked down the hall towards Richie’s room.

When she got there, she saw the door was slightly ajar, so she tapped on the frame and said, “Can I come in boys?”

There was a slight pause and some mumbling, and then Richie said, “Sure mom, c’mon in.”

Alice pushed the door open and saw Richie, still reclined on the bed, with Billy sitting on a chair next to him. She smiled at the two boys and said, “So what are you two talking about?”

Both boys looked at each other for a moment, and then Richie said, “We were just talking about when I was getting my casts off so we could swim, ride bikes, play ball… you know, the usual stuff.”

Alice had to suppress a grin as she thought, ‘sure, that’s what you were talking about’. Then, as she took a glance at her son’s crotch to see the telltale tent his erection had formed, she said, “Billy, I haven’t been able to take a jog since Richie’s accident… would you mind hanging with Richie for about an hour while I took one?”

Both boys glanced at each other with smiles on their faces, and then Billy said, “Sure Mrs. Taylor… I’d be glad to!”

Both Richie and his friend knew how much Alice liked to take a jog. She ran in a couple of annual 10K races, so she was always gone for at least an hour when she ran. They knew they would have plenty of time to relieve Richie’s ‘problem’. What they didn’t realize was that Alice had no intention of taking a jog… and that she was just using that as an excuse to make the boys think she had left the house.

Alice told the boys she was going to go change into her jogging clothes, and then went to her room. As soon as they thought she was out of ear shot, Billy said, “This is perfect, we’ll have plenty of time for me to, ummm… do it for you,” then he added, “That is, if you still want me to.”

“Sure,” Richie answered, trying to not sound too excited… then he added, “If you still want to.”

“Uh huh,” Billy replied, feeling his nerves starting to rise a little as he realized he’d be rubbing his best friend’s hard penis soon. Billy really wasn’t gay, and he did want to do this to help his friend… but he’d be lying to himself if he didn’t admit that the thought of jerking his friend off was a little exciting. Richie was also secretly excited about another new person rubbing his hard penis, even if it was another guy.

Alice paused outside of Richie’s door to hear what they were planning, and then she went to her room to change. She quickly stripped off all her clothes, and then took a minute to look at herself in the full length mirror. She had to admit she really did have the body of a much younger woman. Her breasts were a firm, round 34-C, and her tummy was still tight and flat thanks regular exercise. Her jogging had given her shapely, muscular legs, and as she turned and looked over her shoulder, she saw an ass that could easily pour into the tight jeans of a college girl. Even her soft blond hair, milky complexion and blemish-free features belied her age.

Alice couldn’t believe how excited she was. Before putting on some jogging clothes, she slipped her hand between her legs and dragged a finger between her wet pussy lips and over her swollen clit, causing her whole body to jerk. She was so turned on that she knew it would probably take her only a few minutes to bring herself to a much needed orgasm. But she decided to put that on hold until later. Instead, she slipped on a tight white jogging bra, and the smallest pair of jogging shorts she had, without panties, just so she could intentionally tease the two thirteen year old boys. She would never actually wear these in public… but they had no idea she wasn’t really going jogging.

Once she checked herself out in the mirror again, she walked back to Richie’s room. As she walked in she said, “Ok boys, before I go on my run… does this outfit look ok?”

The two boy’s eyes almost bugged out of their heads when they saw what Alice was wearing. The white jogging bra was so tight and transparent that they could see the outline of her nipples, with the excited buds poking the material out. The shorts were just as small, and both boys could see the crease of her pussy, and when she turned around they could see the bottom of her firm round ass cheeks peeking out from under the shorts.

Both boys felt their virgin cocks twitch as they examined Alice’s incredible body at her request. The young mother could tell by the looks on their faces and the bulges in their laps that the outfit was doing exactly what she intended it to do. After giving them a minute to look her over, she asked again, “Does it look ok.”

Both boys snapped out of their trance and said, “Oh yeah, sure… it looks great.”

Alice smiled and said, “Thanks,” and then she said, “Ok, I’ll see you guys in an hour or so… I’ll make sure I lock the front door.” before leaving Richie’s room. As she did, she made sure she left his door open just a crack… because she intended on coming back to watch them.

Alice walked through the living room and opened the front door and then slammed it shut, making it sound like she had left. Then she crept back into the kitchen and turned the monitor back on in time to hear Richie say, “Ok, she’s gone.”

Then Billy said, “Wow dude, did you see her outfit… your mom is totally hot!”

Richie replied, “Yeah, I’ve never seen her go out wearing anything like that… you could see her boobs and her butt.”

“Tell me about it,” Billy said, “I think my dick is as hard as yours.”

“Well,” Richie said, “As soon as you take care of mine, you can take care of yours.”

“Ok,” Billy said excitedly. Then he asked, “Do you have a magazine or anything you can look at while I do it?”

“No,” Richie replied, “and then he said, “Besides, it’s been so long since I shot that I don’t think I’ll need one.”

With that, Billy said, “Ok, do I need to help you get your boxers off?”

“Yeah,” Richie answered.

When Alice heard Richie say that, she knew the boys were going ahead with their plan. So she crept back down the hall and quietly peeked through the crack in the door. She was just in time to see Billy pulling her son’s boxers down over his hips… releasing his erection. Both Billy and Alice stared at it as it stuck straight up from his lap. Alice actually licked her lips as she watched it bob with the beat of Richie’s pulse.

As Billy started to sit on the bed beside his friend, Richie said, “Why don’t you just go ahead and take your pants off too.”

Alice had to cover her mouth as she watched her young neighbor stand up and reach for the waistband of his shorts. She had already seen her son’s hard prick, but now she was going to see Billy’s too. Her heart pounded as she watched Billy push his shorts down until his cock sprang into view. She watched it bounce up and down, and saw that it was a little longer than Richie’s… and slightly thicker with a darker head and shaft.

Once he had his pants off, Billy sat back down on the bed and then said, “Ok, are you ready?”

Alice saw Richie nod, and then watched as Billy took a deep breath and reached for her adolescent son’s cock. Richie let out a groan of pleasure as his best friend’s hand grasped his hard shaft. Then, as Alice watched from her secret hiding place, Billy began stroking his fist up and down the pulsing column of flesh. Richie watched intently as his best friend’s hand pumped his cock. Billy was a little rougher than his mom had been, but it still felt amazing. As a matter of fact, despite their preference for naked girls, both boys had to admit that they were turned on by what Billy was doing, and knew it might be something they would do again, even after Richie was healed.

Billy began jerking Richie’s cock faster now, and as he did, he wrapped his free hand around his own aching prick. At the same time, Alice’s hand found its way inside her shorts, and as she watched Billy stroking both her son’s and his own cock, she caressed her swollen clit with her fingertip. She was so turned on by what she was seeing that she had to bite her lower lip to keep from crying out in ecstasy as she began fingering herself.

Then, through a cracking voice, she heard Billy ask, “Am I doing ok Richie?”

“Yeah Billy,” Richie replied, and then he said, “But could you slow down a little, it getting kind of rough.”

“Sure,” Billy replied, and then he asked, “Do you have any kind of lotion or anything?”

“No,” Richie answered, “I wish I did.”

Billy thought for a second, and then he said, “I have an idea, but remember… I’m just doing this to get your dick wet.” And then, as Alice and Richie watched, Billy bent over and sucked Richie’s cock deep into his mouth.

Alice almost came as she watched her son’s burgeoning prick disappear into his best friend’s mouth, and she had to grab the wall to keep from falling through the doorway. At the same time, Richie cried out “Oh jeez Billy,” as his virgin penis was engulfed by something much hotter and wetter than a hand.

Billy swirled his tongue around Richie’s cock shaft, covering it with saliva, and causing his friend to groan from the new sensation. Billy could actually feel Richie’s dick throbbing between his lips as he lubricated it. Then he sat back up, leaving it glistening for a moment before wrapping his hand back around the slick shaft.

As Billy started pumping his fist up and down his friend’s now lubricated cock, Richie groaned, “Wow Billy, that felt great,” and then he added, “I’ll bet a real blowjob must be the best feeling in the world.”

Billy was so engrossed in what he was doing that he just blurted out, “It is.” Just then he realized that he had revealed a secret his mom made him promise to keep, so he tried to slide it by Richie by saying, “Does it feel better now with my spit on it?”

Richie just ignored the question and asked, “Who gave you a blow job?”

Billy just said, “I can’t tell you… I made a promise.”

As Billy continues stroking his cock, Richie groaned, “Awww, c’mon Billy… we’re best friends, we tell each other everything.”

Billy just said, “I’m sorry, I can’t... I promised”

Richie was frustrated that his best friend wouldn’t tell him who had given him his first blowjob, but Alice had no problem putting two and two together. She now understood what Barb was talking about when she said that she had “one-upped” her in taking care of Billy’s raging hormones… she was the one who had given her own son his first blowjob! She also figured the reason Barb needed some alone time was so she could give her vibrator a workout… just as Alice had after she had given Richie his first hand job.

Once Alice had solved the mystery, she focused her attention back on the two young boys sitting on the bed. She could see both of them breathing harder as Billy pumped Richie’s hard dick with one hand, and his own with the other. Then she heard Billy ask, “Does it still feel good Richie?”

“Yeah,” Richie answered, and then he said, “Billy, I know you won’t tell me who gave you a blowjob… but can I ask another favor?”

“Sure,” Billy replied, still stroking his best friend’s hard cock.

Richie cleared his throat and said, “I know we’re not gay or anything, but it felt really good when you put my dick in your mouth… would you do it again?”

“Ok,” Billy answered, then he said, “but tell me when you’re gonna squirt, ok… ‘cause I don’t think I want it in my mouth.”

“Ok Billy,” Richie said, “I’ll tell you.”

As Alice watched Billy kneel on Richie’s bed, putting his head right above her son’s hard cock, she thought to herself, ‘Billy doesn’t know what he’s missing by not letting Richie cum in his mouth.’

Once Billy had gotten himself in position, he lifted Richie’s dick straight up, and then dipped his head and took the throbbing organ into his mouth.

Richie groaned, “Oh jeez Billy… that feels so good!” as his best friend began slowly bobbing his head, causing Richie’s raging hard-on to slide in and out of his warm, wet mouth.

The scene had Alice so turned on that she had to slow the manipulation of her clit, for fear she might cum too fast. She couldn’t believe she was watching the little boy who lived next door give her own son a blowjob. Billy’s cute little butt was sticking up in the air as he knelt over her own little boy, sliding his cock in and out of his mouth. It was taking every bit of self control she had not to barge into the room and push her tongue between Billy’s plump little ass cheeks so she could lick his tiny, puckered asshole… or better yet, move him out of the way and take her son’s hard cock into her own mouth.

As Billy sucked on his best friend’s penis, he did his best to imitate what his mom had done to him earlier. And while it was fantasies about pretty girls with big boobs and soft round bums that got him through his jerk-off sessions, Billy had to admit that he was enjoying sucking on his friend’s hard dick… and Richie was definitely enjoying it too.

Billy started bobbing his head faster, causing Richie to groan, “Oh wow Billy, it’s really starting to feel really good,”

When Alice heard Richie say that, she realized that he was probably getting close to cumming. Her finger had resumed stroking her clit, and her mouth watered as she imagined what it must be like to have her thirteen year old son’s cock in her own mouth. She could see Richie squirming now as his raging prick disappeared into Billy’s mouth, only to reappear again and again.

Alice’s own lust was overtaking her as her pussy began to quiver with her own approaching orgasm. Just then she decided that there was something she had to do, so after taking a deep breath, she quietly opened Richie’s bedroom door, tiptoed into the room and called out, “So what are you boys up to?”

Both boys snapped their heads around when they hear Alice’s voice, and Richie called out, “Mom!!!”

Alice could see a look of fear on Richie’s face, and one of terror on Billy’s as he scrambled to pick up his pants. She had to keep herself from giggling at the sight of the young boy trying to get his underwear over his still hard prick. But then Alice saw tears filling his eyes, she realized just how scared he was.

She wanted to quickly put the boy at ease, so she said, “Billy honey, don’t worry… you guys aren’t in trouble.”

But even though Alice told him everything was ok, Billy started to cry. The young mother felt so bad for her little neighbor that she walked over and wrapped her arms around him and gave him a reassuring hug. As she held him close to her, she looked at her own son, still lying on his bed with his penis now shrunken back to its normal size. He also had a look of fear on his face, so she just winked at him and smiled. When she did that, Richie knew she was being honest when she said they weren’t in trouble, and relaxed.

After giving Billy a kiss on top of his head, Alice broke her embrace with him and said, “You guys don’t have to worry… its perfectly normal for boys your age to be interested in sex, and to experiment.” Then she added, “And while there is nothing wrong with people who are, what you were doing doesn’t mean you’re gay… just curious.”

She could see Billy still had a concerned look on his face, and she figured she knew why, so she said, “And Billy, you don’t have to worry… I won’t say anything to your mom if you don’t want me to.”

Billy was still too embarrassed to look at his beautiful neighbor, and just mumbled, “Thanks Mrs. Taylor.”

Alice had no idea what was going on between Barb and her daughter Shelly at that moment, or she wouldn’t have said, “Now Billy, why don’t you finish getting dressed and go ahead home… and don’t worry about anything.”

The young mother gave her little neighbor one more hug, and said, “Now remember, I won’t say anything to your mom… but can you remember to tell her something for me?”

“Sure Mrs. Taylor,” Billy replied… feeling much better after Alice’s reassurances.

Alice smiled and said, “Just tell her that she won’t be one up on me for much longer… she’ll know what it means.”

Neither Billy nor Richie had any idea what Alice was talking about, so Billy just said, “Ok Mrs. Taylor, I’ll remember to tell her.” And with that, Billy his goodbyes and headed home… having no idea what he was about to walk in on.

Chapter Four

When Billy was gone, Alice sat on the bed next to her innocent young son. He still looked embarrassed, so she said, “Richie honey, I know how frustrating it’s been on you since the accident, and not being able to masturbate,” then she added, “And I know Billy was trying to help you by doing what I found you guys doing.”

With that, Alice stood up, smiled at Richie, and then pulled her sports bra over her head. Richie’s eyes almost popped out of their sockets as his mom’s beautiful tits came into view. Then she hooked her thumbs into the waistband of her running shorts and pushed them down… wiggling her full hips until the material slipped over them and then collected in a small pool at her feet. After she stepped out of them, she stood naked in front of her little boy.

Alice gave her baby a moment to look her over. She followed his eyes as they started at her breasts and worked their way down. Richie had seen his mom’s breasts through the neckline of her t-shirt the day she gave him a hand job, and the time he had seen her after a shower, but now he could see them up close and in all their glory. They were round and firm, with hard pink nipples that looked like pencil erasers. Then he lowered his eyes over her tight tummy to the small patch of neatly trimmed blonde pubic hair, and right below that he could see the lips of her pussy, which were wet and puffy from masturbating while she had watched Richie and his friend. Once she was sure her son had gotten a good look at her front, she turned so he could get a view of her shapely ass.

As Richie examined his mom’s beautiful body, his deflated penis came back to life. Alice smiled as she watched it grow and swell again. Once it was fully erect, she said, “Well, I guess you like what you see.”

Richie knew his mom was talking about his erection, so he swallowed hard and said, “Jeez, yeah mom... I think you’re really pretty,” then he asked, “but why did you take your clothes off.

Alice sat down next to her cute baby boy and said, “Well first… thank you honey.” Then she said “I took off my clothes because I know how curious boys your age are about naked women… and I know you were looking at by breasts when I took care of you the other day.”

Billy blushed and then said, “Sorry mom, it’s just that I never seen real woman’s boobs up close before.”

Alice just smiled and said, “You don’t have to apologize, honey.” Then she said, “Besides, I thought you might enjoy seeing me naked while I did this,” and with that, she gently grasped her son’s throbbing cock in her soft hand.

Billy let out a groan of pleasure as his mom began slowly pumping her hand up and down his rock hard shaft. Both mother and son watched as the pink, mushroom-shaped head of his prick swelled and turned a dark purple as Richie’s excitement grew.

Alice’s eyes stayed locked on Richie’s aching cock as she said, “I know I told you I would only do this the one time, but I feel bad that I stopped you and Billy before you finished.” Then she asked, “Did you like how it felt when Billy put your penis in his mouth.”

“Billy could only groan, “Uh huh,” as his mom’s expert manipulation was causing the now familiar pressure to build at the base of his cock.

Then Billy’s heart almost jumped out of his chest when his mom asked, “Richie honey, would you like it if mommy put your penis in her mouth?”

“Oh jeez mom, do you mean it?” Richie asked, hardly believing his gorgeous, naked mom had just asked him if he wanted a blowjob.
“Yes I do honey,” Alice answered as she moved to kneel between his legs, being careful to not hit his sprained knee. Richie held his breath as he watched his mom’s beautiful face lower towards his crotch, and then he let out a strangled groan of pleasure as her soft, moist lips slid over his puffy cock head and then sealed around the throbbing shaft.

Alice’s pussy twitched with excitement as she began sucking her sweet young son’s virgin cock. She could hear Richie moaning as she began to bob her head up and down. It was the most amazing thing the thirteen year old boy had ever felt. His mom’s lips were so much softer than Billy’s had been, and she was using her tongue in ways that Billy couldn’t even imagine.

Because of her cock-sucking skills, Alice had Richie on the verge of cumming in a matter of minutes. He was involuntarily lifting his slim hips and small ass off the mattress as he felt the muscles behind his acorn-sized balls start to tighten. She knew her young son wouldn’t last much longer, so she slowed her expert assault on prick, wanting him to enjoy his first real blowjob for a long as he could hold out.

Richie looked down at his mom’s face as she sucked him. He could see her beautiful blue eyes looking up at him as her cheeks hollowed from the suction she was applying to his dick. It was at that moment that his mom wrapped one hand around the base of his cock, while the other cupped his balls.

“Richie cried out, “Oh jeez mom,” as his mother’s mouth and hands began working together to bring him closer to orgasm.

Alice could feel her son’s cock shaft swelling even more now, and she knew that meant he would be cumming soon, so she took her mouth off of his penis and said, “Richie, remember when Billy told you that he didn’t want you to squirt in his mouth?”

Richie grunted, “uh huh.”

“Well,” Alice asked with a smile on her face, “How would you like to squirt your cum in mine?”

Richie groaned ‘Oh jeez mom, yes” as Alice sucked his smooth, hairless cock back into her mouth. The young boy could feel his mom’s tongue swirling around and around on the head as her soft wet lips slid up and down the hard shaft. He was moaning constantly now, and Alice could feel his balls starting to pull tight against his body as he got closer and closer to his climax. The pressure deep inside his groin was starting to build as the muscles between his full balls and puckered bum hole began to clench. Alice could feel her son’s whole body begin to tense, and she knew he was almost there.

Sensing he wouldn’t last much longer, Alice began pumping her mouth and hand up and down in the same rhythm. At the same time, the hand that had been cradling his balls began massaging the spot between his balls and asshole, applying exterior pressure to his young prostate. Then she applied the final straw when she began flicking the tip of her tongue on the most sensitive spot of his virgin cock, right behind the head. Just then Alice’s fingers felt the muscles behind her son’s balls start to convulse, and as he screamed, “Mommy, here it comes…” her mouth was flooded with his sweet cum.

Billy cried out, “Arrrggghhh,” and his cock jerked violently between Alice’s lips as the tiny muscles at the base began to spasm, propelling warm jets of boy-cum through the stalk and into her waiting mouth. She could hear her son crying out as she swallowed again and again, making room as each involuntary contraction pumped another spurt of his tart, sweet juice onto her tongue. Over and over she felt the five inch column of hard flesh buck and kick inside her mouth as it spit out his load, and each time it did, another wave of pleasure rushed through his body.

Billy had never felt anything so amazing, and all he could do is groan, “Oh mommy… oh mommy,” as his beautiful mother sucked the contents of his young balls into her mouth. Alice loved the feel of her sweet boy’s prick pulsating between her lips, because she knew it meant another dollop of his virgin seed was about to paint her tongue. She was a little surprised at the amount of warm cum her baby had pumped into her mouth, but as the eruption eased to a dribble, she was able to stop swallowing and hold the last remnants of his discharge in her mouth. She wasn’t sure if it was because of his age, or the fact that the mouthful of cum she was savoring was her own son’s, but Alice was certain it was the most delicious she had ever tasted.

Finally, Alice felt Richie’s body start to relax. She let his softening prick slip from between her lips… making sure to keep what was left of his orgasm in her mouth. Then Alice closed her eyes and made a mental note of how her baby boy’s cum felt and tasted on her tongue. And finally, as her son watched, she swallowed with a gulp, letting the salty-sweet liquid slide down her throat.

When she opened her eyes, she smiled at Richie and said, “Did you like that, baby?”

Richie let out a contented sigh, and then said, “That was the best thing I ever felt mom… thanks.”

Alice sat back on her haunches, still positioned between her son’s spread legs, and said, “You’re welcome honey… I hope you feel better.”

The young mother looked down at her son’s body, and noticed that it was just starting to show some signs of definition. His limp cock now lay against his groin, still shining a little from her saliva. The other thing she noticed was, since she was no longer concentrating on pleasing her little man, there was still a raging fire burning deep inside her pussy.

Alice was still kneeling in between Richie’s legs, and as her son watched, his beautiful, naked mom slid her right hand over her tummy, and between her legs. The young boy could clearly see her fingers as she began stroking her wet, open pussy lips. A groan escaped from her lips as she slowly pushed her middle finger deep inside her velvety canal.

Richie could see his mom’s face beginning to flush, and could hear her breathing getting shallow, and asked, “Mom, what are you doing?”

Alice groaned, “Mommy’s making herself cum baby… would you like to watch?”

Richie never took his eyes off of his mom’s pussy as he nodded and said, “Uh huh.”

Alice was still on her knees, and now she leaned back and supported her weight with her left hand, giving her son an even better view as her fingers stimulated her quivering cunt. Richie was in an almost hypnotic state as he watched his mom start to thrust her hips upward, and he could hear her moaning as her fingers seemed to move faster over her dripping slit.

As Alice felt the telltale signs of an approaching orgasm starting to build, she looked down at Riche and saw his eyes were locked onto her crotch. She could see how mesmerized he was by the sight, and with a trembling voice, she asked, “Richie honey… would you like a closer look at mommy’s pussy?”

Richie just groaned “Uh huh,” still not being able to pry his eyes away from the fascinating sight before him.

With that, Alice moved up to straddle Richie’s shoulders with her knees, being careful not to bump his arms, and placing her pussy right above her son’s face. Once she was in place, she returned her hand to her aching cunt.

Once she was in place, Alice said, “These are my pussy lips honey,” and as she dragged her manicured fingertip up and down the swollen folds, she added, “and they get puffy like this when mommy gets excited.”

Then Richie watched as his mom’s fingers parted her pussy lips, and that’s when she said, “Can you see how wet I am Sweetie?”

Once again, Richie remained transfixed on his mom’s cunt as he nodded and mumbled, “Huh huh.”

“Well honey… that also happens when mommy gets excited, and it also makes it nice and slippery so a man can put his penis inside, ” and then Alice groaned as she slowly started pushing her middle finger into her tight quim.

Richie was totally engrossed as he watched his mom slowly start to fuck her finger in and out of her overheated cunt. Her pussy was only inches from his face now, and he could actually hear squishing sounds as her finger plunged in and out of her sopping twat again and again. Alice was beginning to softly moan now as she felt the tension inside her beginning to build, and Richie a musky aroma began to permeate the young boy’s nostrils.

Then, as her voice cracked, Alice said, “Do you see this little bump at the top of my pussy honey?”

Richie softly replied, “Yeah mom, I see it.”

“Well honey,” Alice explained, “that little button is what mommy rubs to give herself the same wonderful feeling that you get when your cum squirts out of your penis… it’s called an orgasm.”

And with that, Alice lubricated her fingertip with a generous amount of her slippery secretion, and then began slowly stroking the hard bud of excited flesh. Richie watched closely as his mom’s fingertip, shining with her pussy juice, began toying with her clitoris as it peeked out from under the little hood. He could hear his mom moaning as she began moving her finger faster over the little button, only inches from his face.

Alice was gasping for breath now, and as she felt the interior walls of her vagina starting to clench, she had a thought. Through a strained voice she asked, “Honey, would you like to learn how to make mommy cum?”

“Sure mom,” Richie answered in an excited tone, “what do you want me to do.”

Alice was glad, but not surprised that he was so eager, and she said, “Well, boys can use their mouth and tongue to make a girl have an orgasm too… would you like to try?”

“Sure,” Richie said, “I just hope I do it right.”

Alice laughed a little and said, “I’m sure you’ll do fine honey,” and then she adjusted herself so her pussy was right above his angelic looking face. Once she was in place, she said, “Now all you have to do lick mommy’s pussy, and concentrate on that little button… ok sweetie?”

“Ok mom… I’ll do my best,” Richie replied, and as his mom lowered her wet pussy towards his face, the young boy extended his tongue and stroked it up and down her swollen hips.

Alice’s body jerked, and she let out a cry of pleasure as her young son’s tongue made first contact with her smoldering cunt. She had only had a single one-night stand in the two years since her husband had left them, and that greedy bastard hadn’t even bothered going down on her… and a man performing cunnilingus on her was Alice’s favorite thing to have done to her. Now, it was her innocent son who was the first person to taste her pussy in two years.

Richie was also enjoying this new experience. He wasn’t sure what to expect when he took his first taste of a woman’s pussy, but he actually liked the syrupy consistence, and sweet taste of his mother’s secretions. The young boy was greedily lapping at his mom’s twat now, and Alice was groaning with pleasure as Richie’s inexperienced, but eager tongue caused the tension inside her to rise.

Alice was being careful not to smother her little boy as she made her cunt easily accessible to his invading tongue. Juice was running out of her slit now, covering Richie’s lips and chin. The young boy took this as a sign that his mom’s excitement was growing, and began flicking the tip of his tongue over the hard clit.

The young mother let out a wail of pleasure as her son’s tongue began torturing her nerve filled love button. Alice groaned, “Oh Richie honey… don’t stop… lick mommy’s clit baby.”

His mom’s words of encouragement spurred the lad on, and Alice got another jolt of pleasure as Richie began sucking on the hard bud of excited flesh. She couldn’t believe the sensations her son was causing in her, and moaned, “That’s it baby… you’re making mommy feel so good.”

Alice could feel her orgasm starting to build in her now, and as her head fell back, she looked over her shoulder and saw that Richie’s shriveled dick had had grown from the excitement over licking his mom’s cunt, and it was back to a full erection. Alice marveled at the recuperating powers of a young boy… and then she had an idea.

As much as she hated to, Alice lifted her pussy from Richie’s face and then raised herself off of him. Richie was confused, and asked, “Did I do something wrong, mom?”

Alice looked at her sweet little boy’s face, his mouth and chin still shining with her juices, and said, “Not at all honey… I’m just changing positions,”

With that, the young mother turned her body around, and once again carefully straddled her son’s shoulders… being careful not to bump his arms. Alice’s pussy hovered over Richie’s face again, but this time, her head was pointed towards her feet. He was confused why she had changed positions, until he felt his re-inflated penis engulfed by his mom’s mouth once again.

Richie cried out “Oh jeez mom,” as he felt his entire cock encased in his mom’s velvety soft mouth. As she began bobbing her head, she lowered her pussy to her son’s mouth again. The young boy now knew what to do, and he began strumming his mom’s hard clit with his tongue again.

Both mother and son were moaning as they continued their oral assault on each other. Richie’s tongue was a blur now as it vibrated on his mom’s clit, while Alice’s expert cock-sucking skills had the muscles in the young boy’s crotch starting to tighten.

Since Richie had just cum, it would be Alice who would reach her orgasm first. Her son’s tongue was driving her crazy now, and as she wrapped her hand around his cock, she let it slip form between her lips and groaned, “Oh god Richie, don’t stop… you’re gonna make mommy cum!”

When Richie heard his mom say this, he almost instinctively sucked her clit between his lips again, and then began lashing the tip of his tongue over the exposed button in a rapid-fire motion. Alice began jacking her hand up and down on Richie’s hard shaft, and as she felt the muscle spasms explode deep in her ass and pussy, she screamed, “Oh fuck baby… I’m cummmiiinnnngggg!!!”

Richie could feel his mom’s pussy twitching as her orgasm crashed down on her. He kept flicking his tongue at her sensitive clit as wave after wave of pleasure ripped through her body. Alice sounded like she was almost sobbing as she groaned, “Oh god baby… so fucking good.” Pussy juice was running out of her quivering cunt now, covering Richie’s face as the final contractions sent jolts of pleasure through her. Finally, her clit could take no more stimulation and Alice pulled her cunt from Richie’s face.

The young boy was concentrating so hard on making his mom cum that he had almost forgotten she was sucking him again, but as soon as Alice lifted her satisfied pussy from his face, she took his burgeoning cock back into her hot mouth. Now it was his turn to cry out’ Oh mom!” as Alice began using her mouth and hand on his irritated prick. She was bobbing her head and hand up and down her little boy’s prick in a steady rhythm, and in no time he could feel the now familiar pressure building in his crotch again.

Even though he had just cum, Richie was on the verge of his second orgasm of the day. Alice felt the head of his virgin cock swelling in her mouth even more, and the shaft had become a steel rod as the bl**d rushed to the member. Richie knew he was going to cum soon too, and as he felt the muscles behind his balls convulse again, he cried out, “Oh mom… aauugghhh!”

Alice wanted to see her baby cum, and as she felt his shaft twitch, she raised her face up and watched the first blast of warm semen squirt from the swollen head, striking her on her cheek. The second rope of cum leaped from his cock and splattered on her lips and chin. She quickly sucked his spurting prick back between her lips and collected his remaining load in her mouth.

Richie was moaning softly as his mother’s soft lips and gently hands milked the last remnants of cum from his now completely drained balls. Then Alice let her little boy’s spent penis slip from between her lips before carefully raising her naked body off of his. The young mother lay down next to her son, with her face next to his. After looking into each other’s eyes for a moment, she leaned forward and kissed her baby boy. Richie had never kissed a girl, so his mom took the lead as she gently pressed her lips to his, and then parted them so she could slip her tongue into his mouth. Both mother and son could taste their own cum as their tongues explored the other’s mouth.

Then finally, Alice broke their kiss and whispered, “I love you my sweet boy.”

Richie just smiled and said, “I love you too mom.”

As the two lay together on Richie’s bed, Alice smiled as she thought about the day’s event. Then she wondered how she was going to tell Barb what had happened between her and Richie, because she was sure Barb would tell her about what happened between her and Billy. Little did she what was actually happening at the Davis house, and what Billy had walked in on when she sent him home… but she would find out soon enough.

The continuing saga of the Taylor and Davis families will continue in ‘A Tale of Two Moms – Book Three’ very soon.

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