Chapter 2

During dinner that evening, Billy and Ann were unusually silent. Billy couldn't look at his mother without seeing her as he had through her window that afternoon. His prick was already hard, and his face was burning with uneasy lust.

Ann noticed her son's discomfort. She was thinking about the incident too, but, although her cunt was wet with the kinky pleasure of having shown off her naked body, she was ignoring the hunger she felt for the boy. Rather, she was thinking about her date that evening with Jim.

"You'll stay home, won't you?"

"Yeah," Billy said without looking up. Ann was wearing a low-cut dress that showed the round tops of her tits to their best advantage. When she realized that Billy wasn't staring at that exposed flesh as he usually did, she realized that she had known about her son's interest in her body all along. Often she had seen the boy glancing at her overflowing tits or up her short skirts, yet she never tried to dress more modestly.

If she had continued along that line of reasoning, she would have had to ask herself why her window shade had been up while she pranced around naked. But she wasn't interested in her own behavior. She kept thinking about her son becoming a voyeur, and about her date, and about Jim's eager cock.

After dinner, Billy washed the dishes so his mother could get ready for her date. He had always been jealous of Jim. After all, Billy had to stay home with his horniness while Jim and his mother were out fucking. And now that he knew his mother's naked beauty first hand, it was even more difficult for him to think about someone else enjoying it while he was so desperate for it.

He finished the dishes, went into the living room, and turned on the television. But when Ann came into the room, decked out in a slinky dress, high heels, and her hair piled up on her head in curling waves. his eyes were pried from the television screen. He watched her tits hopping around over her low neckline, and her ass, held tight in the dress, switching back and forth as she walked about gathering up her purse and keys.

"Zip me up, please, honey," Ann said, walking to him and turning around.

Billy Was glad she had her back to him, because when he stood, his stiff cock was clearly visible under the denim of his jeans. He stared down at his mother's swelling ass. As he reached for the top of her zipper, his nostrils flared. The warm perfume of his mother's body was drifting up to him. Sparks seemed to jump from the smooth, creamy skin of her back to his fumbling fingertips.

Billy took his time with the zipper and the little hook above it. He played a little game with himself. He brought the lump of his captive prick as close to his mother's ass as he could without touching it. He thought he could feel the heat of her ass radiating through her dress to his bloated cockhead.

Suddenly, Ann moved back a few inches. The softness of her ass bounced against the rock-hardness of his cock. Before Billy could back off, he felt the collision with a jolt of excitement. He couldn't help wondering if his mother had noticed what she had backed into.

Billy knew what he would do as soon as his mother left the house. So, although he was enjoying the sight of her scantily-clad body, he was eager for her to leave him in privacy.

Just as he finished the task of closing his mothers dress, the doorbell rang.

"Come in, Jim," Ann called in musical tones. Jim Brandt walked into the room with his easy gait and warm smile. Billy felt the presence of the man as intently as if they were squeezed into a telephone booth together. His jealousy was stronger than he realized.

Jim wasn't a big man; only slightly taller than average, and well built without being muscular. He had a squarish face capped with wavy brown hair. His features were rugged, but not tough, handsome, but not striking. His work as an engineer kept him tanned and vigorous.

"Hi, sweetheart," he said, and kissed Ann on the cheek, "hello, Billy. How's the car coming along?"

"Pretty good," Billy said as he fell back into his chair.

As Billy watched the couple, Jim holding his hand on the small of Ann's back, he couldn't help picturing them lying naked in an embrace of sexual bliss. But he couldn't help liking Jim despite his jealousy.

"Karen will be back from school next Wednesday," Jim said. "We'll all get together and go on a picnic. How's that sound?"

Karen, Jim's daughter, had just finished her first year of college. The news that she was coming home was welcomed by Billy, who had high hopes for their friendship.

"Yeah, great," Billy said, hiding his enthusiasm for fear his lust would show.

"Have a nice evening, honey, and don't stay up too late," Ann said to her boy as she and Jim left.

Billy listened to Jim's car drive down the street, then jumped up and went straight to his mother's room. As he walked into the feminine bedroom, he could feel her presence as though she were still standing naked in front of her mirror. Billy looked at the window that he had peeked through earlier that day. The shade was now down. Walking over to the dresser, he stood where his mother had stood when he saw her through the window.

There was something oddly exciting about thinking of their bodies sharing that exact spot. Where his prick was now twitching in his pants, his mother's cunt had been. Looking up into the mirror, he tried to imagine the image it reflected when his nude mother stood there.

Billy began breathing harder as he reached for his fly. In another few seconds, he was holding his prick in his hand, watching it jerk and throb in the mirror. He touched the tender, blown-up head to the dresser top where his mother had leaned.

Slowly, with careful movements, he unbuckled his belt and opened his pants. He wanted to be in the same naked condition his mother had been in when he peeked at her.

When his clothes were lying in a heap on the floor, Billy could feel the fragrant atmosphere of the room caressing his body. He strolled around with his cock jumping in front of him and his balls bouncing off his thighs. As his gaze moved around the room, it was snagged by a pile of shining garments lying on a chair.

With his eyes on that shimmering fabric, Billy felt his passion multiply. He followed his cock to the chair. Now he could see that it was actually two garments: a pair of tiny bikini undies and a slip. He reached down for the garments with a trembling hand.

The touch of that cool, slick fabric made Billy shiver. He lifted the panties, holding them in front of his face. As his imagination filled the empty undies with his mother's crotch, her cunt seemed to appear before his eyes, filling the front of the panties with her curly mound. A kinky inspiration made Billy bring that tiny garment to his nose. He inhaled deeply.

As the luscious flavor of his mother's pussy filled his head, Billy was devoured by lust. He wanted so desperately to put his face between a girl's thighs and get that odor directly from the source. But that seemed such an incredible treat that he didn't think it would ever happen to him.

Next, he let the panties drop from his face to his prick where he draped the nylon on the stiff spike. Feeling that silky sensation on his cock made the thing bob with even greater enthusiasm. He wrapped his balls in the nylon, pulling it between his thighs and asscheeks. The only thing to do after that was to put them on. So, stepping through the leg holes, he pulled the panties up over his ass.

With his prick folded up against his belly and his balls nestled in the panties, Billy turned to look at himself in the mirror. The sight was the strangest he'd ever seen. It was also the most exciting- except maybe for the sight of his mother's naked body-Standing in front of the mirror, Billy lowered the front of the panties, freeing his prick. Then he grabbed that jerking rod and began pumping. Swiveling around to see his reflection from various angles, he was soon flinging bullets of jism around the room.

His orgasm was a powerful one. That could be expected because of his outrageous, perverted excitement. When he was drained, however, he felt foolish standing there in his mother's bedroom with her underpants on. He pulled them off, put them and the slip back on the chair, and mopped up the cum he'd left scattered on the carpet.

Seated in front of the TV again, Billy could hardly believe what he had done that day. Peeking through his mother's window, then putting on her underwear was very weird. He thought he was becoming a real pervert. But what else could he expect, considering his unfulfilled sexual hunger?

"I saw your eyes bulging during that scene in the girls' locker room," Ann said, referring to the movie they had just seen.

"Sure. Every guy dreams about what goes on in girls' locker rooms," Jim said. "My big dream when I was young was to have X-ray vision."

"You know, I think Billy's going through that now," Ann said. "I think he was peeking at me through rny bedroom window this afternoon."

"Really? Well, I guess I can't blame him," Jim said as he slipped his hand around Ann's waist.

They were walking down the street on their way to Jim's car. When Ann felt his hand creep up her side to the base of her tit, she wiggled out of his grasp.

"You horny guys are all alike," she said with a giggle-"Sure we are," Jim said, grabbing her again.

"But seriously, Jim. I'm worried about Billy. He's shy and doesn't have any girl friends. The poor kid has to peek at me to see what a naked woman looks like."

"Do you think he'd like to get his hands on you?" Jim asked, suddenly serious.

"No, not really," Ann said, not believing her own words. "But I'm the only girl he sees from day to day since he's constantly working on that jalopy. And I find stains on his bedsheets all the time."

"I don't think there's anything to worry about. He's just a typical horny kid," Jim said.

"Well, maybe things wil improve for him when Karen gets back."

"Hey, she's a good girl," Jim said. "Don't depend on her to satisfy Billy's horniness."

"Well, look who's talking," Ann said. "What if I took that attitude?"

"Look, we're adults," Jim said as they climbed into the car. "Karen's only a teenager."

"She's seventeen," Ann said. "I'd already fucked a few guys at that age. And I was only two years older than her when I had Billy."

"You're different," Jim said, and encircled Ann in a tight embrace.

He grabbed one half-naked tit and covered her mouth with his own. Ann wiggled away from him.

"What do you mean? How am I different?" Ann demanded.

"Well, you're not different, but.. . well, I just don't want Karen to ... you know."

"No, I don't know," Ann said, sounding increasingly irritated.

"Come on, baby. Let's not fight," Jim said, leaning over to kiss her again. "Let's go over to my place and get into bed."

Ann couldn't resist that offer, especially after being aroused by her son's voyeurism that afternoon. But she was upset by Jim's unreasonable attitude toward his daughter's virtue. She hoped Billy would get a chance at Karen's young body. She might even encourage the poor boy, she thought.

Jim's wife had left him and Karen long ago. He never liked to talk about her, so Ann didn't know the real story. She suspected that his wife had been a tramp, though. That would explain his protective attitude toward his daughter. But Ann knew that being overprotective could be the worst thing for the girl. Ann's father had tried to enforce her virginity, resulting in her making her cunt available to every kid in the neighborhood.

Jim grabbed one of Ann's tits again and kissed her. This time she didn't pull away. Rather, she opened her mouth to his probing tongue and tasted his saliva. Her nipple stiffened to the touch of the fingers he slipped down her dress. It was a short ride to his place, fortunately.

"Let's- leave necking in the car to the kids, sweetheart," Ann said. "Take me home and fuck me."

Jim started the motor and roared down the street. As he drove, his hand remained high on Ann's thigh, sending a current of excitement up her leg into her already wet twat.

As soon as they got out of the car in the garage below Jim's apartment building, he had his hands all over her. In the elevator he pressed her up against the wall with his body, pressing his hard cock into her belly. Ann wished the elevator would rise faster.

Finally they were in Jim's sparsely furnished but modern apartment. As soon as Ann caught sight of the lump in Jim's pants she felt herself becoming the wanton woman she genuinely was.

Ann knew how to undress in front of a man with the greatest possible effect. First, she asked Jim to unzip the zipper that Billy had closed. Then, facing him, she pulled the top of the dress slowly away from her firm, high tits. In her passion, her nipples had puckered into hard knobs which Jim kissed one after the other.

After that sample, he stood and began to pull down his pants. Ann wiggled her dress down over her wide hips and let it fall to the floor around her ankles.

"Shit, baby," Jim gasped. "Whenever I see your gorgeous body, I just can't wait to get my cock up your sweet cunt."

"And I can't wait to feel it in there. I love your prick."

As she said that, Ann hooked her thumbs in the elastic waistband of her pantyhose. Then, slowly and teasingly, she pulled them down her long, shapely legs. After kicking off her shoes, she sent the pantyhose into Jim's face with a high kick.

She left her skimpy panties on so Jim could have the pleasure of stripping them from her.

"Come here and let me feel you," Jim said.

They stood toe to toe. Jim's prick pulsed hotly on Ann's tummy, and her erect nipples poked his hairy chest. Wrapping their arms around one another, they pulled their bodies together with a loud slap.

Ann's tits were squeezed between their bodies, flattened over Jim's chest. His long, thick cock was trapped between their bellies. Jim could feel the material of Ann's panties tickling his balls.

"Oh, baby," Ann cooed. "Squeeze me. Tighter. Squeeze the juice right out of my cunt."

They lunged their tongues deep into each other's mouths as they ground their faces together. Their hands groped at each other's asses. Then Jim bent his legs, squeezed Ann even tighter, and lifted her off the floor. Holding her to him as they continued fencing with their tongues, he carried her into his bedroom.

Jim tossed Ann on the bed from several feet away. She squealed in mock fright as she bounced on the mattress. Before the bed stopped shaking, Jim jumped on top of her.

Ann loved to feel the hard weight of Jim's body pinning her down as they lapped at each other's mouths. Jim slowly slid off her well-padded body so it would be available to his grasping hands.

Fillings his hands with her rolling tits, Jim kneaded them with consummate skill and strength. He pinched her nipples between his ringers, then pressed those buttons into his palm as his fingers buried themselves in the pliable mountains of her breasts.

"Your hands are so good, Jim," Ann breathed. "They drive me wild. M-m-m-m-m."

Jim kissed his way down her neck, pausing at her ear to nibble the lobe, then moved over her chest. His hands turned her tits over to his sucking, licking mouth. After sucking each nipple, he buried his face between the big jugs. Then he stuffed as much of one tit into his mouth as he could hold.

"Harder, Jim. Suck me harder. Oh, God, that's nice. Yeahhhh . . ."

Ann arched her back in sexual pleasure. Jim sucked harder and more greedily. As she wiggled, her hair came loose and spread over the pillow beneath her head. Having her tits worked on like that always made Ann writhe with uncontrollable pleasure.

Finally, Jim left the tits behind as his kissing expedition continued down her body. He traced the centerline of her belly with his tongue until he came to her belly button. There, he stopped to probe that pit. Since her pussy was only a short hop away, Jim's mouth was already watering with the anticipation of reaching that honey-filled destination.

"Oh, Jim," Ann said softly as she spread her legs. "Suck my pussy. Kiss it, lick it. Umm-mmm..."

Jim crawled between Ann's splayed legs. Looking down, he saw her pink gash spread under the forest of curly hair. The wet and slippery folds of flesh were peeking out at him. In the dim light of the room, he could see the puckered skin around her clit and the inner lips that guarded the entrance to her cunt.

"You have the most beautiful cunt in the world, baby," Jim said, lowering his face to that tender junction.

Ann looked down between her tits and over her belly to see Jim's face disappear below the horizon of her pubic hair. She lifted her thighs so her crotch would roll forward, making her soaking slot more readily available to Jim's tongue.

Before dipping his tongue into that juicy gash, Jim nuzzled his nose and lips in the hair. Then he kissed and licked the crease that separated her thighs from her soft mound. Ever so slowly, his tongue moved closer to the opening of her cunt. He finally touched the steaming interior with the very tip of his tongue, moving it around gingerly. He traced the inner lips from her clit to the rear corner of that slot

"Oh, Jim, I love it. I love it," Ann moaned. "You really know how to eat me, dear. You do it so well."

"M-m-m-m-rn," Jim moaned into the cunt spread over his face.

He pressed his tongue more firmly into her twat, covering the ridges in there with broad strokes. Creeping into every fold and corner of her cunt, Jim's tongue twisted, drilled, fluttered and probed. He put his hands between her thighs and pushed them even farther apart so he could reach higher up her drooling cunt.

This was what Ann lived for. Without sex her life meant nothing.

"Oh, God, Jim!" she gasped. "Shit, that feels good. Sooooooo good."

The breathlessness of her voice showed her tremendous pleasure and spurred Jim on to even greater feats of cunt-lapping. His head began bobbing as he covered that liquid gash with faster and harder laps. Jim's saliva, mixed with Ann's copious cunt juice, was smeared between them, lubricating the movements of Jim's face.

Ann was whipping her head back and forth and thrashing her arms. Her legs, held high over Jim's head, shook with the vibration of her ecstasy. Jim could look up over her stomach to see her tits wobbling crazily on her chest with her desperate writhing.

"Oh-h-h-h-h! Uh-h-h-h-h! I-fm going t-t-to come," she moaned. "Oh-h-h, I'm c-c-coming! God! A-h-h-h-h-h .. . ah-h-h-H-H!"

Trying to make her climax the best ever, Jim drilled his tongue on her clit with all his energy. He held on to her thighs so she wouldn't squirm right out of his grasp. Her wanton wails of climactic rapture filled Jim with envy of her pleasure.

Finally, her body began to relax. Jim eased up on his tongue work. When he lifted his face from her swampy pussy, Ann noticed that her cunt juice was shining all around his mouth.

Jim crawled up beside her, took her in his arms, and kissed her. Ann loved the way she could taste her own juice in his mouth.

"You're a genius at that, darling," she cooed. "No one has ever eaten me like you do." "We aim to please," Jim said. "Now how about sucking me?"

"Just what I had in mind," Ann said.

As she began sliding down his body, dragging her tits over his stomach, Ann kissed and licked him eagerly. The throbbing prick standing up from.his. crotch stretched even more as Ann rubbed against it. When she was lying beside Jim's legs, she took his cock in both hands, massaging and squeezing it.

She lifted his balls gently and jostled them around in her hand. Her finger moved under the sac, tickling the bald spot between his balls and asshole. Then Ann leaned over the blood-engorged cockhead and kissed it right on the pee slot.

The frantic jerking and heat of his cock made Ann anxious to feel it inside her. But first she was going to give it a good sucking.

Opening her mouth wide, she lowered her head so the cock slipped into her face. Although the puffy head filled her mouth to capacity, she moved her tongue around under the cock, then all around it As she sucked, she held the thick base of his pick in one hand like the stick of a popsicle. And what a delicious popsicle it was!

"Oh, that feels great, baby," Jim said.

Yeahhhh!"

With her tits rubbing against one of his thighs and her free hand stroking the other, Ann moved her head in circles and up and down, sliding his cock over her tongue.

Jim loved the sight of her head hovering over his prick like that, with her mouth fuE of it. He reached down to push her hair out of the way so his view would be unobstructed.

Ann bobbed her head up and down, sliding the cockhead to the back of her throat- Each time she lowered her head, the prick reached deeper. Soon it was passing her tonsils on its way down her throat. Then, with the fat knob so deep down her gullet her lips were almost reaching the base of his prick, Ann swallowed.

It was a trick she had learned long ago. One that always made a man writhe. The muscles in her throat grabbed the prick, trying to pull it down into her stomach.

When she heard Jim moan and felt his body jerk. she slid the tip of his cock up into her mouth, tookj a quick breath, then swallowed it again. After a few of those expertly executed throat-wrenchings, Jim began pumping his hips in uncontrollable spasms.

"Oh, baby," he groaned. "Shit, that's great. Ok yeah, yeah."

The convulsive twitches of the cock told Ann that jism would soon be erupting. But as much as she loved the taste of steaming cum, she was in the mood to have her cunt stuffed. So she popped the cock out of her mouth and crawled up on Jim body. Straddling his hips, she reached down to his. prick, took it in her free hand, and guided it to her pussy.

Since Ann's cunt was still soaking wet, she slit down his cock as soon as she got the tip in the right spot. As her cunt lining stretched over the big prick, they both gasped with sudden bliss.

Because Jim was so close to coming, Ann didn't pump her hips up and down. Rather, she rocked back and forth on him, causing his cock to stir her twat bringing him closer to shooting his load.

"M-m-m-m, that's nice," Jim sighed. "Your cunt is so tight, baby."

"How close are you to coming?" Ann asked as she continued rocking.

"Real close," Jim said. "But I won't come as long as you just keep rocking like that."

Jim looked at the junction of their crotches. He saw Ann's pussy spread around his cock. Her cute clit peeked out at him through his own pubic hair. He reached up, grabbing a quivering tit in each hand.

"I think I can bring us off together," Ann said.

Jim could see that she was getting close to coming too. Her pretty face was screwed up in an expression of passion, her mouth hanging open and her eyes tightly shut. He loved lying on his back looking up at the sight of Ann in the throes of an orgasm.

"I-I t-think I'm coming! Ah-h-h! Ah-h-h-h!" she moaned.

Ann switched the movement of her hips from a rocking to a pumping motion. Her cunt rose and fell, plunging up and down on Jim's prick.

As soon as he felt his cock sliding in that hot, wet, tight sleeve, he felt his jism surging- Ann's pussy was contracting powerfully, grabbing his cock and milking it.

"Ah-h, it feels so good, so good," Ann babbled deliriously as she bounced on Jim's cock. "I'm oc-coming!"

"S-so am I," Jim said. "Uh-h-h! Uh-h-h-h!"

He tried to pump his hips under Ann's in order to get his prick pistoning even faster. He lifted his head from the pillow as his body curled in intense pleasure. Then he threw his head down into the pillow again and grabbed Ann's hips, in his hands to help her bounce.

"A-h-h-h! Ah-h-h-h! Ah-h-h-h-h!" she wailed.

Ann leaned back, supporting herself by reaching back and grabbing Jim's thighs. That changed the angle of his cock in her cunt. The new angle increased the friction that was turning them both into howling banshees.

Ann felt the searing heat of the cum spurting into her pussy even though she was out of her mind with blinding rapture.

Jim's climax subsided first. Ann, still bouncing on his spent cock, was driving him wild. He was relieved when she finally stopped.

Jim looked up at her. Ann wore a smile of perfect satisfaction; her body shone with perspiration. With her cunt still wrapped around his rod, she lowered herself on Jim, her tits hitting his chest first, followed by the rest of her. Jim hugged her, feeling the coolness of her body as her sweat evaporated.

"That was great, baby," Jim said.

"M-m-m, yeah. I have better orgasms with you than I've ever had in my life," Ann said. "I only wish I didn't have to leave."

"I don't want you to. I want to hold you all night."

"But I have to get home. I can't leave Billy alone all night."

"Ann, let's get married. Then we can be together all the time."

Ann sprang up in surprise. Although she'd been going out with Jim for a few years, she hadn't thought about marrying him. She didn't know what to say.

"Why do you look so shocked?" Jim asked. "We're in love. Why shouldn't we get married?"

"Oh, Jim, I just don't know," she said. "I'll have to think about it."

Jim kissed her again. Then Ann got off him, dropping his shrunken cock from her cunt. She hated getting out of his warm bed after fucking. But that wasn't a good enough reason to get married.

Ann felt off balance, confused. Suddenly she had an important decision to make, maybe the most important one of her life.

"Don't get up," she said. "I'll call a cab."

She went to phone, then went back to the bedroom.

"I want to live with you," Jim said. "I wish you felt the same."

"I do, Jim, but this is so sudden. There's a lot to consider."

"What?" he asked.

"Well, the kids for one thing. Our getting married would have a big effect on them."

"They could both use a brother or sister. They get along well, and they'll both be in college soon anyway," Jim said. "Our getting married will be the best thing for all four of us."

Ann couldn't argue with him; he was making sense. But she still had to think it over. In the cab. Ann wondered why she was putting him off. She began to wonder if she really loved him. She thought she did, but she just couldn't let herself accept his proposal yet.