I had found some vasoline in a box that hadn't been unpacked yet and started right away to grease up my cock, and start stroking. I was kneeling over a towel on the couch. The towel had a picture of a woman in a revealing bikini, and was the best source of "porn" i had at the time. As i kept stroking, faster and faster, I slightly opened my eyes as my head was turned, and saw my step-mother watching, wrapped in only her robe. I quickly drived to shove my erection into my boxers and sit down. I didn't look back and hoped she had left. But , within a few minutes she walked in and sat on the couch, she turned and looked at me......

smiled and told me not to be ashamed of masturbating.Leering at me my step-mom(Jane)also said that she masturbates often.I had been softening a bit but now my penis was starting to harden again as Jane sat so close to me and was speaking so openly about masturbation. Jane was still in the terry-cloth robe which was revealing the tops of her ample titties and I could see that her nipples were like bullets through the robe.
She was turned on!
I was nervous as hell!My cock was an obvious flagpole in the boxer shorts that I was wearing(with a small wet spot at the head from drooling pre-cum).She took my greasey hand in hers and said"I would really love to watch you jack-off that young cock of yours!Why don't we go to my bedroom and we can have a masturbation session together?Hmmmm?"
I could smell her womanly scent wafting up from under her short robe and nodded dumbly.Jane led me by the hand(Still slimey from jacking)to her room.Once inside she stripped off the skimpy robe and stood just a few feet from me,naked!
At 46,my step-mother is an attractive woman.A red head she stands 5'8"and has a fairly trim figure.Her tits are a nice size and stand pert on her chest,but its Jane's nipples that catch ones attention!A dark pink color and long and as thick as my thumb!So hot!!!
Her red pubic bush is trimmed enough that I could see her pussy slit.She was wet all around her cunt and also a bit on her thighs.
Oh fuck I was hard as a rock and leaking pre-cum myself!
Jane told me to take down my shorts so that she could see my cock.I did so and was naked in front of Jane as she ogled my 8 inch long,hard,penis.Stringy pre-cum fluid was hanging off the tip of my bobbing cock as Jane reached into a dresser drawer to bring out a dildo.Wow!This thing was a life-like flesh colored ten inch rubber dildo that I was anxious to see Jane take inside herself....

She said "I won't be needing this" and threw the dildo aside.

She sat back on the bed and spread her legs. I thought I would cum just looking at that beautiful pussy. I couldn't help stroking myself. She slowly started rubbing her index finger up and down her slit as she watched me stroke.

"You have such a pretty cock. I like watching you stroke it. Do you like my pussy?"

"Yeesss" I said.

She stuck in a finger and moaned.

"I caaann't hold back much longer."

"That's OK, just move closer and cum on me"

I moved closer and exploded, aiming at her tits, but some hit her face, even a little in her hair and a huge glob running down her tits."

She continued to finger herself but giggled. "My what a load" she said as she started scooping it up and then moved her hand to her mouth. My head was spinning as I watched her eat my cum.

"MMM tastes good" she said as she looked at me.

I could not beleive that my cock stayed hard as I watched this and continued to rub myself.

She noticed and said, "Good, we can keep having fun."

Jane pulled a small bullet vibrator from her night-stand drawer and switched it on.By the sound of it I could tell that this little thing was very powerful.She rubbed it on her long,thick,erect nipples briefly turning them into rock hard points!She then dipped the vibrator into a puddle of my sperm that was on her lower stomach just above her snatch and opened her pussy wide to diddle her clitoris.
I thought that Janes nipples were big,but when her clit emerged from it's hood I was amazed all the more.The buzzing vibrator stimulated Janes clit and it grew to look like a tiny cock above her cunt.Pinkish purple in color and pulsating similar to my own penis.Just then Jane arched her back off of the matress grunting and sprayed the lower part of my body with her juice!I didn't know what to think,I thought that she might be peeing on me.There was so much fluid coming out and this stuff seemed to be very hot.Her climax lasted quite some time and when it was over Jane lay panting and quivering.
My hand was on my cock again and I was pumping furiously.Jane saw this and told me to slow down and not to waste any more sperm.I was wondering what she meant when all of a sudden she sat up and engulfed my cock in her hot mouth.I hadn't ever gotten a blow-job before and was sure that I wouldn't last long before I spewed my load!But Jane found my asshole with her fingers and shoved two of them in and wiggled them around til she seemed to find a spot which felt weird to me but calmed down the sensation I had to cum.

I could not beleive this was happening. I had fantisized about this since I could remember. I watched as her head moved up and down on my cock. It felt so good to be in her mouth. The sensation of her fingers in my ass felt good. My hips moved to her as I held her head. I could hold back no longer and spewed in her mouth. She continued to suck and drank most of it while some white drops drooled down the side of her chin. She licked me clean while looking up at me.

"You tasted good sweetie, Would you like to taste me?" she said as she leaned back on the bed spreading wider and petting her pussy. It looked so sweet with her trimmed red hair. I droped to my knees, leaned foreward and took in the wonderful aroma. I then began to lick up and down on her slit.

I was using my tongue on the outer part of Jane's pussy.She instructed me to not be shy about getting my face right into her crotch.After just a few moments
rubbing my entire face in Jane's fragrant,wet,meaty snatch.I was licking,kissing,sucking on her and We were both enjoying it.Goddamn,I was dry-humping the bed as Jane writhed in pleasure from my eating her!Her womanly thighs were clamped to the sides of my head and I was having trouble breathing as Jane drew my face tight into her very wet pussy.
She had cum once while watching me masturbate,and now Jane orgasmed again right in my face!She had a very wet climax and I was actually breathing in her musky discharge through my nose and mouth.I could hear her mewling like a kitten as she came back down to earth and relaxed her grip on my head.My face,neck and hair was soaked in Jane's juice.I loved it.I was hard once more as I crawled up next to her.
We kissed and she drove her tongue deep into my mouth giving me sensations that I never felt before.I was thinking that next I would be allowed to enter her but that was not to be.Yet!
A voice from the doorway shocked me, and I turned to see Jane's younger sister,Amber watching us.

My heart stopped for fear that my dad was at the door. When I saw Amber I was releived but embarrased. I don't know how much she saw but here I was entwined naked with Jane.

Amber was 42, blonde and in good shape. I had often thought of her while jacking off.

"Well Jane, I see you have a new toy"

"Yes I do sis, would you like to play too"

"Why yes, yes I would" Amber said as she started to undress.

Jane rolled me to my back beside her and jacked me with her right had while fingering her pussy with her left.

I watched as Amber stripped, her eyes flirted with mine. She pulled off her sweater exposing her red silk bra. She then rubbed her tits through her bra.
She slid down her dress and kicked off her shoes. Her red silk panties covering her. She then took off her bra exposing her 34 C breasts. Her aeorlas were the size of silver dollars and her nipples stood alert. She cupped her breasts and said. "You like"

All I could do was nod as she pulled down her panties exposing her shaved pussy.

Make me wet she said as she climed above me and sat on my face. I licked at her smooth slit. I then felt Jane's mouth engulf my cock once more.

I guess that my being seventeen years old had alot to do with me staying hard,and these two ladies knew it!Here I was laying on the bed,my legs spread,with my step-mom,Jane sucking my cock and balls.Her sister(my step-aunt)Amber was grinding her slick pussy all over my face!
I could only have dreamed of something like this happening to me before now!
Amber squirted all over me as she grunted like an animal.(I guess that I was good at this cunt eating thing)She sat her full weihgt down on my face and told Jane to let up on sucking my cock."Don't let him cum"she said.
Amber slid off my face as I heard Jane ask what she had in mind.
They both left the room leaving my cock pulsating to the beat of my heart.The two of them soon came back in the bedroom and told me to get dressed."Up and at'em Phil,we're going over to Auntie Amber's to let you in on a secret that you may wish to be a part of",Jane said.

The ride to Amber's house took about twenty minutes.I'm glad that we didn't stop anywhere because I still smelled of pussy juice!My cock was semi-erect as well,and the two women were teasing me the entire ride! We pulled into the garage and entered the house.Jane directed me to the basement door as Amber said that she was going up to the bedroom to get somthing."Go on downstairs,I'll be there in a few minutes"said Amber.
**As soon as Jane opened the basement door I could hear that someone else was down there."Quiet,"whispered Jane."Be quiet,lets see whats going on."
**We slowly went down the stairs and I could hear grunts and moans.At the bottom of the stairs we watched as two men were fucking a young blonde haired girl as a second girl was video taping the sexual"scene".
**The men were naked and looked to be about Jane's age(40ish).The one guy was between the girls spread legs,pumping her young pussy with his very large cock.The girl was on her back laying on a futon type bed.The other man was masturbating and rubbing his big erection on her leg and thigh.I could see that this girl was wearing sheer nylon stockings and that there were wet streaks of slime on them from the guy rubbing himself on her leg!
**She grunted as they both pleasured themselves with her body.
Just then,Amber came down the stairs behind us and every one looked our way.
"Jane....Amber!"Said the man fucking the girl."Who's this that you've brought with you?"He asked as his cock popped out of the girls cunt.Jane said,"let me introduce everyone to my step-son,Phil."Then,"Phil this everyone!Thats Ken,who's rubbing his beautiful penis on Mandy's hosed leg."Mandy leered at me as Ken kept trying to get off by humping her nylon clad thigh.
"And Robert is the one between Mandy's legs."Goddamn,I thought to myself,how does he fit inside Mandy's cunt with that huge cock?
Jane continued,"Mandy's friend Heather is taping the action".Just then Heather walked over to me and said"hi Phil"as she got down on her knees unbuckling my jeans.
She took my painfully erect cock into her warm mouth and sucked me like she was starving for me!
Heather too was nude except for nylons which were pantyhose of a dark color.very shiney.These two girls were HOT looking babes of about my age or maybe even a bit younger.
Amber piped up,"don't you dare make this boy cum yet Heather,We've got plans for his young ass!

Heather pulled my glistening wet cock out of her mouth with a popping sound. She gently squeezed my balls and I bit my lip to keep back the pain and fustration of wanting to cum again so bad and yet not being able to.

Heather crawled seductively over to the futon where Mandy had reinserted Ken's cock into her pussy. I guess she really wanted that big cock but I couldn't imagine how it didn't hurt.

"I do hope you two are planning on saving up all that hot cum for my ass" heather said seductivly rubbing a finger along her cunt as I watched her. She was really hot and I wuld have done anything at that point to have y cock back in her mouth.

I was just about to ask my step mom what was going on when Mandy suddenly started to moan eroticly and start shouting "Yes, Yes, Yes". Ken was concentrating pretty hard but suddenly his face relaxed and he let out a loud groan. He pulled his cock out of her and I watched as he sprayed his cum all over her tits and belly. Mandy rolled to her side with a look of contentment on her face.

"So the little man has come to join us," Her eyes moved southwards , "Oh my. Not so little after all"